Employment Contract



 EXHIBIT 10(A) 
  
 CNB FINANCIAL CORPORATION 
 Form 10-K For The Year Ended December 31, 2004 
 Material Contracts 
  
 EXECUTIVE EMPLOYMENT CONTRACT 
  
 MADE this 1st day of January 2005, by and between CNB FINANCIAL
CORPORATION, a Pennsylvania business corporation and COUNTY NATIONAL BANK, a national banking institution, with principal office at One South Second Street, P.O. Box 42, Clearfield, Pennsylvania, 16830, (hereinafter collectively referred
to as “CNB”); 
  
 A N D 
  
 WILLIAM F. FALGER, an adult individual, residing 112 Latimer Street,
Clearfield, Pennsylvania, 16830, (hereinafter “MR. FALGER”). 
  
 WHEREAS, MR. FALGER has been employed by CNB as a Senior Executive for some time; and, 
  
 WHEREAS, MR. FALGER currently serves as CNB Financial Corporation’s President and CEO and President and CEO of CNB; and, 
  
 WHEREAS, the parties first entered a written Executive Employment Contract on
August     , 2001 which has subsequently been renewed; and, 
  
 WHEREAS, the parties wish to amend certain provisions therein; and, 
  
 WHEREAS, the parties desire to memorialize their new contractual relation in writing. 
  
 NOW WITNESSETH: 
  
 The parties for themselves, their heirs, successors and assigns, in consideration of their mutual promises contained herein, intending to be legally
bound, hereby agree to the following terms and conditions. 
  
 1.
EMPLOYMENT: CNB will employ MR. FALGER as its President and CEO, and MR. FALGER agrees to serve in those capacities. MR. FALGER promises that during the term of this Agreement he shall dedicate his full time, attention and energies to his
employment with CNB. MR. FALGER further promises that he will report to CNB’s Board of Directors, carry out its decisions and otherwise abide by and enforce the policies of CNB. 
  
 MR. FALGER shall also perform such other reasonable duties as may hereafter be assigned to him by CNB consistent with his
abilities and position, including but not limited to services to CNB’s parent CNB Financial Corporation and its other subsidiaries. 
  
 MR. FALGER will not engage in any other employment during the term of this Agreement, nor shall he engage in self-employed activities. 
  
 MR. FALGER also recognizes that CNB’s success and recognition depend on
his involvement with charitable and social organizations. In this regard, MR. FALGER agrees to engage in such social and charitable activities or organizations as are consistent with his personal responsibilities and with his position with CNB.

  
 MR. FALGER shall also comply with all other CNB procedures and
polices now or hereafter in effect. 
  
 MR. FALGER further agrees
that he and the members of his family shall comport themselves at all times in a manner that reflects upon CNB in a positive fashion. 
  
 2. TERM: The term of this Agreement shall be for three (3) years commencing on January 1, 2001, and ending on December 31, 2004, unless terminated
sooner pursuant to the other provisions of this Agreement. 
  
 The
parties agree that this contract shall automatically renew itself for success of terms of one (1) year unless either party gives the other ninety (90) days written notice of his or its intent not to renew the contract prior to the end of the then
current term. 







 3. COMPENSATION: MR. FALGER shall be paid a base salary to be established annually by the Board of
Directors. MR. FALGER shall also receive such annual increases, stock, stock options and bonuses as may from time to time be awarded by the Board of Directors. 
  

CNB will provide MR. FALGER with a vehicle. CNB will pay for gasoline, lubricants, maintenance, insurance and all other expenses associated with this
vehicle. 
  
 CNB will also provide MR. FALGER with a family
membership at the Clearfield-Curwensville Country Club. 
  
 4.
OTHER BENEFITS: MR. FALGER shall also participate in CNB’s retirement plan, health insurance plan, life insurance plan and receive such other benefits as CNB from time to time may provide to its employees. 
  
 MR. FALGER shall also be entitled to vacation, leave for illness and so forth
as now or hereafter granted by CNB’s personnel policies. 
  
 5. CONFIDENTIAL INFORMATION: MR. FALGER acknowledges and agrees that as an inducement to CNB to employ him and enter this written contract with him, that he shall not disclose, directly or indirectly, intentionally or
unintentionally, during the term of this contract or at any time after its termination, any of CNB’s proprietary information, account information, customer lists, customer information, policies, pricing, strategy, codes, strategic plan, plans
for expansion or business development or other information of a confidential nature (hereinafter referred to as “Confidential Information”), whatsoever regarding CNB without first obtaining the prior, written consent from CNB’s Board
of Directors that such disclosure is authorized. Communications with CNB’s employees, customers and business relations are excepted from the foregoing prohibition during the term of this Agreement to the extent that such communications are
consistent with MR. FALGER’s duties. 
  
 Confidential
Information shall include all information recorded, memorialized or communicated in any form whether written, printed, verbal, video, electronic, magnetic, digital or otherwise. 
  
 Upon termination of this contract for any reason, MR. FALGER promises that he shall promptly return to CNB or its designated
representative any Confidential Information, keys, credit cards, or other property, such as his vehicle, in his possession. 
  
 MR. FALGER further promises that he will not take, keep, or record copies, duplications or reproductions of the Confidential Information or other property
subject to this Agreement after termination of this Agreement. 
  
 6. COVENANT NOT TO COMPETE: As additional consideration to CNB for entering this Agreement, and for granting the severance benefits described in paragraph 7 below which are a new benefit, MR. FALGER covenants that he shall not
compete against CNB, its parent, affiliates or subsidiaries, either directly or indirectly, by taking employment, gratuitously assisting or serving as an independent contractor, consultant, partner, director or officer with a competitor of CNB, or
starting his own business which would compete directly or indirectly with CNB, or have a material interest in any business, corporation, partnership, LLC, savings and loan, bank or other venture which competes directly or indirectly with CNB either
while he is employed by CNB or for a period of three (3) years following the date on which MR. FALGER is last employed by CNB. For the purpose of defining and enforcing this covenant, CNB’s competitors will be identified at the time it seeks
enforcement of this covenant. This determination shall be based on CNB’s market area and CNB’s plans for expansion or acquisition into other market areas at the time enforcement of this covenant is sought. 
  
 The parties also agree that indirect competition shall include the instances
stated above but involving MR. FALGER’s spouse, child or in-laws. 
  
 The parties further agree that MR. FALGER’s covenant not to compete shall apply in the event of his regular retirement or voluntary termination of his employment hereunder. MR. FALGER agrees in this regard that the security provided by
this agreement is adequate consideration for his covenant not to compete. 
  
 7. SEVERANCE PAY: If MR. FALGER’s employment is terminated without cause, whether or not a change in control of CNB has occurred, MR. FALGER shall be entitled to severance benefits equal to 2.99 times his
base salary for the year in which his employment ends plus 2.99 times the average of Mr. Falger’s incentive pay bonuses for the three (3) years preceding the year in which his employment is terminated hereunder. This severance pay shall
be tendered to MR. FALGER in cash within 30 days following the end of his employment with CNB. MR. FALGER shall also be entitled to this severance pay if he voluntarily terminates his employment with CNB after a change in control for any of the
following reasons: 
  
 A. Reduction in title or responsibilities;

  
 B. Assignment of duties or responsibilities inconsistent with
MR. FALGER’s status as President and CEO; 
  
 C. A reduction
in salary or other benefits; and, or, 







 D. Reassignment to a location greater than 25 miles from the location of MR. FALGER’s office on the
date of change and control. 
  
 For the purposes of this
Agreement, a “change in control” shall include but not be limited to the following: 
  
 1. Sale of all or substantially all of CNB’s or CNB Financial Corporation’s stock; 
  
 2. Sale of all or substantially all of CNB’s or CNB Financial Corporation’s assets; 
  
 3. Acquisition by a third party or group acting in concert of stock
sufficient to elect a majority of directors to the Board of CNB or CNB Financial Corporation; or, 
  
 4. Ownership of more than 50% of CNB Financial Corporation stock by a single person or entity or more than one person or entity acting as a group.

  
 8. TERMINATION: This Agreement shall be terminated on
the occurrence of any of the following events and if terminated under this paragraph, MR. FALGER shall not be entitled to severance benefits under Paragraph 7: 
  

A. The execution of a written agreement between CNB and MR. FALGER to terminate this Agreement; 
  
 B. MR. FALGER’s death; 
  
 C. MR. FALGER’s breach of any term or condition of this Agreement;

  
 D. MR. FALGER’s failure or refusal to comply with such
reasonable policies, directions, standards and regulations that CNB may establish from time to time; 
  
 E. MR. FALGER’s inability to fully and competently perform his duties hereunder for a period of 30 continuous days due to physical, mental or
psychology illness, injury or condition; or, 
  
 F. MR. FALGER
ceases to qualify for his offices and responsibilities under this Agreement pursuant to any statute or regulation, now or hereafter issued by the United States of America, the Federal Reserve, the Office of the Comptroller of Currency or other
regulatory agency or body duly invested with authority over CNB, its parent or affiliate(s). 
  
 9. NOTICES: All notices or communications required by or bearing upon this Agreement or between the parties shall be in writing and sent by First Class Mail to the parties as follows unless otherwise specified
above: 
  

			
	 CNB Financial Corporation
	 	William F. Falger
	 County National Bank
	 	112 Latimer Street
	 Attention: Chairman of the Board
	 	Clearfield, PA 16830
	 One South Second Street, P.O. Box 42
	 	 
	 Clearfield, PA 16830
	 	 

  
 10.
NON-ASSIGNMENT: The parties acknowledge the unique nature of services to be provided by MR. FALGER under this Agreement, the high degree of responsibility borne by him and the personal nature of his relationship to CNB’s Board of
Directors and customers. Therefore, the parties agree that MR. FALGER may not assign this Agreement. 
  
 11. ARBITRATION: The parties agree that all disputes or questions arising under this Agreement or because of their employment relationship shall be
submitted to arbitration by three (3) arbitrators. Each party shall select one (1) arbitrator, and then those two (2) arbitrators shall select a third (3) arbitrator. The arbitrators’ decision need not be unanimous. Arbitration shall be
conducted at a private location in Clearfield County convenient to the parties. The arbitrators must reach and give notice of their decision within five (5) days after completion of an arbitration. The 








 
Pennsylvania Uniform Arbitration Act, 42 Pa.C.S.A. §§7301 et sec. shall govern arbitrations hereunder. CNB shall compensate the
arbitrators and stenographer if used. CNB shall also pay for the arbitration room. Each party shall pay their attorney fees and other costs. 
  
 12. GENERAL PROVISIONS: 
  
 A. This Agreement shall be governed by the laws of Pennsylvania; 
  

B. In construing or interpreting this Agreement, “CNB” and “MR. FALGER” shall mean, wherever applicable, the singular or plural,
the masculine or the feminine, individual, individuals, partnership or corporation, as the case may be; 
  
 C. This Agreement represents the sole agreement of the parties on these subjects and supersedes all prior communications, representations and
negotiations, whether oral or written; 
  
 D. This Agreement can
only be modified or amended by the prior written consent of both parties hereto; 
  
 E. Jurisdiction and venue shall rest in the Court of Common Pleas of Clearfield, Pennsylvania, for all suits, claims and causes of action whatsoever; 
  
 F. Failure by either party to pursue remedies or assert rights under this Agreement shall not be construed as waiver of that
party’s rights or remedies, nor shall a party’s failure to demand strict compliance with the terms and conditions of this Agreement prohibit or estop that party from insisting upon strict compliance in the future; and 
  
 G. The parties deem that the terms of this Agreement are unique, and in
addition to their other Rights and remedies at law, and at equity, either party shall have the right to specifically enforce the terms of this Agreement. 
  
 H. This Agreement shall bind the parties’ heirs, successors, representatives, related corporations and assigns. 
  
 IN WITNESS WHEREOF, the parties have executed this Agreement on the date
written above for the purposes herein contained. 
  

					
	 CNB FINANCIAL CORPORATION
	 	 MR. FALGER

			
	 By:
	 	  

	 	  


	 	 	 President
	 	 William F. Falger

			
	 By:
	 	  

	 	 
	 	 	 Secretary
	 	 
		
	 COUNTY NATIONAL BANK
	 	 
			
	 By:
	 	  

	 	 
	 	 	 President
	 	 
			
	 By:
	 	  

	 	 
	 	 	 Secretary