Unassociated Document


    
      

    

    Exhibit 10.8

    
      


      CNB
Bancorp, Inc.

      


      Long-Term
Incentive Compensation Plan

      


      Section
I

      Purpose

      


      1.1           Purpose.
The purpose of the CNB Bancorp, Inc. Long-Term Incentive Compensation Plan (the
"Plan") is to provide competitive long-term incentive compensation to
Participants that aligns their interests with shareholder interests through
share ownership and investment in CNB Bancorp, Inc. ("CNB"), and to encourage
long-term growth in shareholder value through the achievement of specified
financial objectives.

      


      1.2           Rule
16b-3 Plan. With respect to persons subject to Section 16 of the Act ("Section
16 Persons"), transactions under this Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successors promulgated under the Act.
To the extent any provision of the Plan or action by the Board fails to so
comply, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Board.

      


      Moreover,
in the event the Plan does not include a provision required by Rule 16b-3 to be
stated therein, such provision (other than one relating to eligibility
requirements, or the price and amount of Awards) shall be deemed automatically
to be incorporated by reference into the Plan insofar as Participants who are
Section 16 Persons are concerned, to the extent permitted by law and deemed
advisable by the Board.

      


      1.3          
Effectiveness of the Plan. The Plan will be effective upon adoption of it by
shareholders of CNB as provided in Section 505 of the Business Corporation Law
of New York. The Plan will remain in effect until the earlier of the termination
date set forth in Section 12.2 hereof or such time as it is amended or
terminated by the Board in accordance with the terms of Section 12.2 hereof,
except that no Incentive Stock Option may be granted under the Plan on or after
ten years from the Effective Date of the Plan.

      


      Section
II

      Definitions

      


      Unless
the context indicates otherwise, the following terms have the meanings set forth
below:

      


      
        	
                2.1

              	
                "Act"
      means the Securities and Exchange Act of 1934, as
  amended.

              


      

      


      
        	
                2.2

              	
                "Award"
      means Options, Restricted Stock or Stock Awards granted pursuant to the
      Plan.

              


      

      


      
        	
                2.3

              	
                "Bank"
      means City National Bank and Trust
Company.

              


      

      


      
        	
                2.4

              	
                "Board"
      means the Board of Directors of
CNB.

              


      

      


      
        	
                2.5

              	
                "Cause"
      means, with respect to any certain
Participant:

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (a)

              	
                the
      willful and continued failure by such Participant to substantially perform
      his or her duties with respect to CNB or any Subsidiary (other than any
      such failure resulting from his or her incapacity due to physical or
      mental illness), or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the
      conviction of the Participant of a felony involving moral turpitude,
      or

              


      

      


      
        	
                 
      

              	
                (c)

              	
                the
      willful engaging by such Participant in conduct which is demonstrably and
      materially injurious to CNB or a Subsidiary, monetarily or otherwise. For
      purposes of this Section 2.5, no act or failure to act shall be deemed
      "willful" if done by the Participant either in good faith and in the
      reasonable belief that such act or omission was in the best interest of
      CNB, or before the Board provides the Participant with a written notice
      and reasonable opportunity to cure the actions or omissions that the Board
      considers to be grounds for a finding of Cause for purposes of this
      Plan.

              


      

      


      
        	
                2.6

              	
                "Change
      in Control" means the occurrence of any of the following
      events:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Any
      person or group (as such terms are used in connection with Sections 13(d)
      and 14(d) of the Act) is or becomes the "beneficial owner" (as defined in
      Rule 13d-3 and 13d-5 under the Act), directly or indirectly, of securities
      of CNB representing 50% or more of the combined voting power of CNB's then
      outstanding securities provided that notwithstanding anything in this
      definition of beneficial owner to the contrary, no person shall be deemed
      to be the beneficial owner of, or to beneficially own, any security
      beneficially owned by another person solely by reason of revocable proxy
      given in response to a public proxy or consent solicitation or any
      agreement, arrangement or understanding with such other person relating to
      the solicitation of revocable proxies made pursuant to, and in accordance
      with, the applicable provisions of the General Rules and Regulations under
      the Exchange Act, provided that such other person retains the right at any
      time to withdraw from, revoke or terminate any such agreement, arrangement
      or understanding and further provided that such persons would not
      otherwise be deemed to be a group under Section 13(d) of the Exchange Act
      or otherwise be deemed to be acting in concert;
  or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                CNB
      is a party to a merger, consolidation, sale of assets or other
      reorganization, or a proxy contest, as a consequence of which members of
      the Board in office immediately prior to such transaction or event
      constitute less than a majority of the Board thereafter;
  or

              


      

      


      
        	
                 
      

              	
                (c)

              	
                During
      any period of 24 consecutive months, individuals who at the beginning of
      such period constitute the Board (including for this purpose any new
      director whose election or nomination for election by CNB's stockholders
      was approved by a vote of at least one-half of the directors then still in
      office who were directors at the beginning of such period) cease for any
      reason to constitute at least a majority of the Board.;
  or

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (d)

              	
                CNB
      is party to a merger, consolidation or reorganization with any other
      corporation in which the shareholders of CNB immediately prior to the
      merger, consolidation or reorganization do not immediately thereafter
      directly or indirectly own more than fifty percent (50%) of the combined
      voting power of the voting securities entitled to vote in the selection of
      directors of the merged, consolidated or reorganized
    entity.

              


      

      


      Notwithstanding
the foregoing, no trust department or designated fiduciary or other trustee of
such trust department of CNB or a Subsidiary of CNB or other similar fiduciary
capacity of CNB with direct voting control of the stock shall be treated as a
person or group within the meaning of subsection (a) hereof. Further, no
profit-sharing, employee stock ownership, employee stock purchase and savings,
employee pension, or other employee benefit plan of CNB or any of its
Subsidiaries, and no Trustee of any such plan in its capacity as such Trustee,
shall be treated as a person or group within the meaning of subsection (a)
hereof.

      


      
        	
                2.7

              	
                "CNB"
      means CNB Bancorp, Inc., a New York
corporation.

              


      

      


      
        	
                2.8

              	
                "Code"
      means the Internal Revenue Code of 1986, as
  amended.

              


      

      


      
        	
                2.9

              	
                "Committee"
      means the members of the Compensation Committee as appointed and
      maintained by the Board who are outside directors within the meaning of
      Section 162(m) of the Code.

              


      

      


      
        	
                2.10

              	
                "Common
      Shares" means the common shares, $2.50 par value per share, of CNB, which
      CNB may authorize and issue from time to
time.

              


      

      


      
        	
                2.11

              	
                "Director"
      means a member of the Board or the board of directors of any
      Subsidiary.

              


      

      


      
        	
                2.12

              	
                "Disability"
      means permanent and total disability as defined under Section 22(e)(3) of
      the Code.

              


      

      


      
        	
                2.13

              	
                "Effective
      Date" means the date the Plan becomes
effective.

              


      

      


      
        	
                2.14

              	
                "Fair
      Market Value" means that if the Common Shares are listed on a national
      securities exchange (including the NASDAQ National Market System) on the
      date in question, then the Fair Market Value per Common Share shall be the
      average of the highest and lowest selling price on such exchange on such
      date, or if there were no sales on such date, then the Fair Market Value
      on such date shall be the mean between the bid and asked price on such
      date. If the Common Shares are traded otherwise than on a national
      securities exchange on the date in question, then the Fair Market Value
      per Common Share shall be the mean between the bid and asked price on such
      date, or, if there is no bid and asked price on such date, then on the
      next prior business day on which there was a bid and asked price. If no
      such bid and asked price is available, then the Fair Market Value per
      Common Share shall be the fair market value as determined by the Board, in
      its sole and absolute discretion. In making such determination, the Board
      may use any of the reasonable valuation methods defined in Treasury
      Regulation Section
1.421-7(e)(2).

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        	
                2.15

              	
                "Grant
      Date" as used with respect to Options, means the date as of which such
      Options are granted by the Committee, pursuant to the
  Plan.

              


      

      


      
        	
                2.16

              	
                "Immediate
      Family" has the meaning set forth in Section 6.7
  hereof.

              


      

      


      
        	
                2.17

              	
                "Incentive
      Stock Option" or "ISO" means an Option conforming to the requirements of
      Section 422 of the Code.

              


      

      


      
        	
                2.18

              	
                "Nonqualified
      Stock Option" or "NQO" means an Option granted pursuant to the Plan other
      than an Incentive Stock Option.

              


      

      


      
        	
                2.19

              	
                "Option"
      means an option to purchase Common Shares granted by the Board or the
      Committee pursuant to the Plan, which may be designated as either an
      "Incentive Stock Option" or a "Nonqualified Stock
  Option."

              


      

      


      
        	
                2.20

              	
                "Option
      Agreement" has the meaning set forth in Section 6.2
  hereof.

              


      

      


      
        	
                2.21

              	
                "Option
      Price" has the meaning set forth in Section 6.3
  hereof.

              


      

      


      
        	
                2.22

              	
                "Participant"
      means a person described in Section V
hereof.

              


      

      


      
        	
                2.23

              	
                "Permissible
      Transferees" and "Permissible Transferee" have the meanings set forth in
      Section 6.7 hereof.

              


      

      


      
        	
                2.24

              	
                "Plan"
      means the CNB Bancorp, Inc. Long-Term Incentive Compensation Plan as set
      forth herein and as may be amended from time to time, subject to Section
      12.1 hereof.

              


      

      


      
        	
                2.25

              	
                "Restricted
      Stock Award" or "Restricted Stock" means an award of Common Shares with
      restrictions placed on the sale, transfer or pledging of the shares, and a
      risk of forfeiture during the restriction
  period.

              


      

      


      
        	
                2.26

              	
                "Retirement"
      means a Participant's voluntarily leaving the employment of CNB or a
      Subsidiary on or after attainment of the minimum age of sixty-two
      (62).

              


      

      


      
        	
                2.27

              	
                "Section
      16 Persons" has the meaning set forth in Section 1.2
    hereof.

              


      

      


      
        	
                2.28

              	
                "Stock
      Award" means an award of the Common
Shares.

              


      

      


      
        	
                2.29

              	
                "Subsidiary"
      means a corporation at least 50% of the total combined voting power of all
      classes of stock of which is owned by CNB, either directly or through one
      or more other Subsidiaries.

              


      

      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      Section
III

      Administration
of the Plan

      


      3.1          
The Committee. The Plan shall be administered by the Committee which shall act
only by the vote or written consent of at least a majority of its members. The
members of the Committee shall be appointed from time to time by, and shall
serve at the discretion of the Board. It is the intent of the Committee to
administer the Plan in a manner that qualifies Awards, to the extent possible,
as excludable from the deduction limit set forth under Section 162(m) of the
Code.

      


      3.2.         
Authority of the Committee. Subject to the terms and conditions of the Plan, the
Committee shall have all powers and discretion necessary or appropriate to
administer the Plan and to control its operation, including, but not limited to,
the power (a) to determine which employees shall be granted Awards, (b) to
prescribe the terms, conditions and vesting schedule, if any, of such Awards,
(c) to determine the amount and form of Awards granted to Participants, (d) to
interpret the Plan and the Awards, (e) to adopt rules for the administration,
interpretation and application of the Plan as are consistent therewith, and (f)
to interpret, amend or revoke any such rules subject to Section 12.1
hereof.

      


      The
Committee, in their sole discretion and on such terms and conditions as they may
provide, may delegate their duties in order to provide for the day-to-day
administration of the Plan. The Committee shall control the general
administration of the Plan with all powers necessary to enable it to carry out
its duties in that respect; provided, however, that the Committee may not
delegate its authority and powers (a) with respect to Section 16 Persons, or (b)
in any way which is impermissible under Code Section 162(m) or the rules and
regulations promulgated thereunder.

      


      3.3          
Decisions Binding. All determinations and decisions made by the Committee shall
be final, conclusive, and binding on all parties, and shall be given the maximum
deference permitted by law.

       

      Section
IV

      Shares
Subject to the Plan

      


      4.1          
Shares Subject to Plan. CNB shall reserve 225,000 Common Shares for issuance
under this Plan, subject to adjustment pursuant to Section 4.2 hereof. Common
Shares may be now or hereafter (1) authorized, (2) issued and owned, and (3)
shares held in a grantor trust. If and to the extent that any rights with
respect to Common Shares shall not be exercised by any Participant for any
reason or if such rights shall terminate as provided herein, Common Shares that
have not been allocated to such Participant under the Plan shall again become
available for allocation to Participants as provided herein.

      


      4.2          
Change in Capitalization. In the event of a change in the capitalization of CNB
due to a share split, share dividend, recapitalization, merger, consolidation,
combination, or similar event or as may otherwise be equitably required as
determined by the aggregate number of Common Shares, the terms of any existing
Awards shall be automatically adjusted in proportion to the change in
capitalization.



      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      Section
V

      Eligibility

      


      The
Committee shall have the discretion to select directors, officers, executives,
managers, consultants, and other key employees of CNB and its Subsidiaries for
participation in the Plan. The discretion of the Committee to select such
Participants shall be absolute and no person otherwise eligible for
participation shall have any right to participate. Only persons so selected
shall be deemed "Participants" for purposes hereof.

      


      Section
VI

      Stock
Options

      


      6.1         
 Grant of Options. Options may be granted to Participants, subject to the
provisions of the Plan, at any time and from time to time, as determined in the
sole discretion of the Committee. The Committee shall in its sole discretion,
determine the number of Options granted to each Participant; provided, however,
that in any one calendar year, no one Participant shall be granted Options to
purchase a number of Common Shares in excess of 50,000, adjusted for any stock
dividends, stock splits, reverse stock splits, recapitalization, mergers or
consolidations. Options granted may be ISOs to employees, NQOs to employees or
non-employee Directors, consultants, or a combination thereof.

      


      6.2          
Option Agreement. Each Option shall be evidenced by a written option agreement
(an "Option Agreement") that shall specify the Option Price, the expiration date
of the Option, the number of shares to which the Option pertains, any conditions
to exercise of the Option, and such other terms and conditions as the Committee,
in its discretion, shall determine. The Option Agreement also shall specify
whether the Option is intended to be an ISO or an NQO.

      


      6.3          
Option Price. The price for each Common Share deliverable upon the exercise of
an Option (the "Option Price") shall be determined at the discretion of the
Committee; provided, however, that with respect to ISOs, the Option Price shall
not be less than the Fair Market Value at the date of grant. If at the time that
an ISO is granted, the Participant owns shares possessing more than 10% of the
total combined voting power of all classes of CNB's or any of its Subsidiaries'
capital shares, the Option Price of an ISO shall not be less than one hundred
and ten percent (110%) of the Fair Market Value of a share on the date that the
ISO is granted and any ISO so granted must be exercised not later than five (5)
years from the date it is granted.

      


      6.4          
Exercise of Options. Options granted under the Plan shall be exercisable at such
times, and subject to such restrictions and conditions, as the Committee shall
determine in its sole discretion, except that any outstanding Options at the
time of a Change in Control, or a Participant's death, or Disability will be
immediately exercisable without regard to any vesting restrictions attached to
such Options. A Participant electing to exercise an Option shall give written
notice of such election to CNB in such form as the Committee may
require.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      6.5          
Expiration of Options. Each Option belonging to a Participant shall terminate
upon the first to occur of the events listed in this section.

      


      
        	
                 
      

              	
                (a)

              	
                For
      Employees

              


      

      


      
        	
                 
      

              	
                (i)

              	
                The
      date for termination of such Option set forth in the Option Agreement
      applicable to such Option.

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                The
      expiration of ten (10) years from the date such Option was granted, except
      as outlined in 6.3.

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                The
      expiration of one year from the date of the Participant's termination of
      employment for reason other than Retirement or termination for Cause, it
      being understood that the exercise of an Incentive Stock Option at any
      time after ninety (90) days from the date of termination of employment for
      reasons other than death or Disability shall convert the Option to a
      Nonqualified Stock Option.

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                The
      expiration of one year from the later of the Participant's Retirement or
      termination of service as a Director for a reason other than for
      Cause.

              


      

      


      
        	
                 
      

              	
                (v)

              	
                Termination
      of employment for Cause.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                For
      Non-employee Directors

              


      

      


      
        	
                 
      

              	
                (i)

              	
                The
      date for termination of such Option set forth in the Option Agreement
      applicable to such Option.

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                The
      expiration of ten (10) years from the date such Option was
      granted.

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                The
      expiration of one year following the non-employee Director's termination
      of service as a Director for a reason other than for
  Cause.

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                Termination
      of a non-employee Director's service as a Director for
    Cause.

              


      

      


      
        	
                 
      

              	
                (v)

              	
                One
      year following a Change in Control.

              


      

      


      6.6          
Payment. The Option Price upon exercise of any Option shall be payable to CNB in
full in cash. The Committee also may, in its sole discretion, permit exercise
(a) by tendering previously acquired Common Shares having an aggregate Fair
Market Value at the time of exercise equal to the total Option Price (provided
that the Common Shares which are tendered must have been held by the Participant
or his or her Permissible Transferees (as defined in 6.7) for at least six (6)
months prior to their tender to satisfy the Option Price), or (b) by any other
means which the Committee determines, in its sole discretion, to both provide
legal consideration equal to the total Option Price for the Common Shares
acquired through exercise of the Option and to be consistent with the purposes
of the Plan.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      As soon
as practicable after receipt of a written notification of exercise and full
payment for the Common Shares purchased, CNB shall deliver to the Participant,
or his or her Permissible Transferee, the certificates (in the Participant's or
such Permissible Transferee's name) representing such Common
Shares.

      


      6.7          
Nontransferability of Options. No Option granted under the Plan shall be
assignable or transferable by the Participant other than by will or the laws of
descent and distribution. During the lifetime of a Participant, the Option shall
be exercisable only by such Participant, except: (a) in the event of the
Disability of the Participant resulting in the appointment, by a court of
competent jurisdiction, of a legal guardian or personal representative with
appropriate authority, then by such person in the name of Participant; or (b) in
the name of the Participant pursuant to a power of attorney, acceptable in form
and substance to CNB.

      


      Notwithstanding
the above, a Participant may, with respect to any Nonqualified Stock Option: (a)
designate in writing a beneficiary to exercise his or her Option after the
Participant's death; (b) transfer an Option to a revocable inter vivos trust as
to which the Optionee is the settlor; and (c) transfer an Option for no
consideration to any of the following permissible transferees (each a
"Permissible Transferee"):

      


      
        	
                 
      

              	
                (i)

              	
                any
      member of the Immediate Family of the Participant to whom such Option was
      granted, (ii) any trust solely for the benefit of members of the
      Participant's Immediate Family, or (iii) any partnership whose only
      partners are members of the Participant's Immediate Family; and further
      provided that: (1) the transferee shall remain subject to all of the terms
      and conditions applicable to such Options prior to and after such
      transfer; and (2) any such transfer shall be subject to and in accordance
      with the rules and regulations prescribed by the Committee. Any such
      transfer to a Permissible Transferee shall consist of one or more options
      covering a minimum of one hundred (100) Common Shares. An Option may not
      be retransferred by a Permissible Transferee except by will or the laws of
      descent and distribution and then only to another Permissible Transferee.
      In the case of (b) and (c) set forth in the immediately preceding
      sentence, the Option shall only be exercisable by the trustee or
      Permissible Transferee, as applicable. For the purposes hereof, "Immediate
      Family" means, with respect to a particular Participant, such
      Participant's child, stepchild, grandchild, parent, stepparent,
      grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,
      daughter-in-law, brother-in-law, or sister-in-law, and shall include
      adoptive relationships.

              


      

      


      6.8   Certain Additional
Provisions for Incentive Stock Options.

      


      
        	
                 
      

              	
                (a)

              	
                The
      aggregate Fair Market Value (determined at the time the Option is granted)
      of the Common Shares with respect to which ISOs are exercisable for the
      first time by any Participant during any calendar year shall not exceed
      $100,000.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (b)

              	
                ISOs
      may be granted only to persons who are employees of CNB or a Subsidiary at
      the time of grant.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                No
      ISO may be exercised after the expiration of ten years from the date such
      ISO was granted; provided, however, that if the ISO is granted to a
      Participant who, together with Persons whose Common Share ownership is
      attributed to the Participant pursuant to Section 424(d) of the Code, owns
      shares possessing more than 10% of the total combined voting power of all
      classes of CNB's or any of its Subsidiaries' capital shares, the ISO may
      not be exercised after the expiration of five years from the date that it
      was granted.

              


      

      


      Section
VII

      Restricted
Stock Award

      


      7.1           Award
of Restricted Stock. Restricted Stock may be granted to Participants, subject to
the provisions of the Plan, at any time and from time to time, as determined in
the sole discretion of the Committee. The Committee shall in its sole
discretion, determine the number of shares of Restricted Stock granted to each
Participant and the terms and conditions of such grant.

      


      Each
Restricted Stock Award under the Plan shall be evidenced by a stock certificate
of CNB, registered in the name of the Participant, accompanied by an agreement
in such form as the Committee shall prescribe from time to time. The Restricted
Stock Awards shall comply with such other terms and conditions not inconsistent
with the terms of this Plan as the Committee, in its discretion, shall
establish.

      


      7.2          
Stock Legends; Prohibition on Disposition. Certificates for shares of Restricted
Stock shall bear an appropriate legend referring to the restrictions to which
they are subject, and any attempt to dispose of any such shares of stock in
contravention of such restrictions shall be null and void and without effect.
The certificates representing shares of Restricted Stock shall be held by CNB
until the restrictions are satisfied.

      


      7.3          
Termination of Service. The Committee shall determine the extent to which the
restrictions on any Restricted Stock Award shall lapse upon the termination of
the Participant's service to CNB and its Subsidiaries, due to death, Disability,
or for any other reason. If the restrictions on all or any portion of a
Restricted Stock Award shall not lapse, the Participant, or in the event of his
or her death, his or her personal representative, shall deliver to the Secretary
of CNB such instruments of transfer, if any, as may reasonably be required to
transfer the shares back to CNB.

      


      7.4          
Change in Control. Upon the occurrence of a Change in Control of the Company, as
determined in Section 2.6 of this Plan, all restrictions then outstanding with
respect to shares of Restricted Stock shall automatically expire and be of no
further force and effect and all certificates representing such shares of
Restricted Stock shall be delivered to the Participant.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      7.5          
Effect of Attempted Transfer. No benefit payable or interest in any Restricted
Stock Award shall be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge and any such attempted
action shall be void and no such interest in any Restricted Stock Award shall be
in any manner liable for or subject to debts, contracts, liabilities,
engagements or torts of any Participant or his or her beneficiary.

      


      7.6          
Dividends. Dividends paid on Restricted Stock shall be paid either at the
dividend payment date in cash or in shares of unrestricted stock having a Fair
Market Value equal to the amount of such dividends, or he payment of such
dividends shall be deferred and/or the amount or value thereof automatically
reinvested in additional Restricted Stock or other investment vehicles, as the
Committee shall determine or permit the Participant to elect. Stock distributed
in connection with a stock split or stock dividend, and other property
distributed as a dividend, shall be subject to restrictions and a risk of
forfeiture to the same extent as the Restricted Stock with respect to which such
stock or other property has been distributed, unless otherwise determined by the
Committee.

      


      7.7          
Rights as a Stockholder. A Participant shall have the right to receive
dividends, as described in Section 7.6, on Common Shares subject to the
Restricted Stock Award during the applicable restricted period, to vote the
Common Shares subject to the Award, except that the Participant shall not be
entitled to enjoy any other stockholder rights and shall not be entitled to
delivery of the stock certificate until the applicable restricted period shall
have lapsed (if at all).

      


      Section
VIII

      Stock
Awards

      


      8.1          
Stock Awards. The Committee may, at any time and from time to time, designate an
Award of Common Shares to any Participant, which is subject to one or more
conditions established by the Committee, in its sole discretion. If the Award is
subject to the achievement of certain performance objectives (as that term is
used for purposes of Code Section 162(m)), then the performance objectives shall
be determined by the Committee at their full discretion.

      


      8.2          
Effect of Change in Control. The effect of a Change in Control upon an Award of
Common Shares subject to this Section VIII shall be determined by the Committee
at such time as the Committee establishes the terms and conditions that will
apply to an Award of Common Shares.

      


      Section
IX

      Payment
of Stock or Stock Options in Lieu of Cash Compensation

      


      The
Committee may, at any time and from time to time, at the request of a
participant, designate that a portion of a Participant's compensation otherwise
payable in cash be payable in Common Shares or as Stock Options; provided that a
Participant shall under no circumstance be permitted to defer compensation that
has already been earned through the performance of services. The Committee shall
have the sole discretion to determine the terms and conditions under which such
Common Shares or Stock Options shall be issued to Participants.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      Section
X

      No Right
to Continued Employment

      


      Participation
in the Plan shall confer no rights to continued employment with CNB or any
Subsidiary, nor shall it restrict the rights of CNB or any Subsidiary to
terminate a Participant's employment relationship at any time for Cause or
without Cause.

      


      Section
XI

      Withholding
Taxes

      


      As a
condition of delivery of cash or Common Shares upon exercise of an Option, or
the issuance of Common Shares, CNB shall be entitled to require that the
Participant and/or his or her transferees (without regard to whether the
Participant has transferred the Award in accordance with the Plan) satisfy
federal, state and local tax withholding requirements as follows:

      


      
        	
                 
      

              	
                (a)

              	
                Cash
      Remittance. Whenever Common Shares are to be issued upon the exercise of
      an Option or payment of Award, the Company shall have the right to require
      the Participant and/or his or her transferees to remit to the Company in
      cash an amount sufficient to satisfy federal, state and local withholding
      tax requirements, if any, attributable to such exercise or payment, prior
      to the delivery of any certificate or certificates for such shares. In
      addition, CNB shall have the right to withhold from any cash payment
      required to be made pursuant thereto an amount sufficient to satisfy the
      federal, state and local withholding tax
  requirements.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Share
      Withholding or Remittance. In lieu of the remittance required by Section
      X(a) hereof, a Participant who is granted an Award may, to the extent
      approved by the Committee, irrevocably elect by written notice to CNB at
      the office of CNB designated for that purpose, to (i) have CNB withhold
      Common Shares from any Award hereunder, or (ii) deliver other previously
      owned Common Shares, the Fair Market Value of which as of the date on
      which any such tax is determined shall be equal to the amount of the
      required tax withholding amount, if any, rounded down to the nearest whole
      share attributable to such exercise, occurrence or grant; provided,
      however, that no election to have Common Shares withheld from any Award
      shall be in excess of the minimum statutory withholding tax or shall be
      effective with respect to an Award which was transferred by such
      Participant to a Permitted Transferee or
  otherwise.

              


      

      


      Section
XII

      Amendment
or Termination of the Plan

      


      12.1        
Amendment. The Board or Committee may alter, amend or suspend the Plan at any
time or alter and amend Awards granted hereunder; provided, however, that no
such amendment or alteration may, without the consent of any Participant to whom
an Option shall theretofore have been granted or to whom a Stock Award or
Restricted Stock Award shall theretofore have been issued, adversely affect the
right of such Participant under such Award.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      12.2        
Termination. The Plan shall terminate on December 31, 2011; provided, however,
that the Plan shall be subject to termination prior to such date on the date set
forth in a resolution of the Board terminating the Plan. No termination of the
Plan shall materially alter or impair the right of any Participant with respect
to Awards previously granted hereunder without such Participant's consent. In
the event of a termination of the Plan, all Awards granted hereunder shall
continue to be valid and binding obligations of CNB going forward on the same
terms and conditions as set forth herein and in the applicable Award
agreements.

      


      12.3       
 Change in Control. In the event of any merger, consolidation or other
reorganization in which CNB is not the surviving or continuing corporation or in
which a Change in Control is to occur, all of CNB's obligations regarding
Awards, if applicable, that were granted hereunder and that are outstanding on
the date of such event shall, on such terms as may be approved by the Board or
the Committee prior to such event, be assumed by the surviving or continuing
corporation or canceled in exchange for property (including cash) in amounts
determined by the Board or the Committee in a manner that is equitable to
Participants.