EX-10.1









Exhibit 10.1




CNB BANK, INC. AMENDED AND RESTATED

EXECUTIVE COMPENSATION PLAN FOR DIRECTORS





     WHEREAS, CNB Bank, Inc. desires to retain and reward the services of certain members of its
Board of Directors who elect to participate, and recognizes that the loss of the services of any
member of such group would result in a substantial loss to the Bank; and



     WHEREAS, CNB Bank, Inc. desires to recognize the services rendered in the past and to be
rendered in the future by the members of such group until the respective dates of their retirement;
and



     WHEREAS, CNB Bank, Inc. previously established this Plan effective July 1, 1982; and



     WHEREAS, CNB Bank, Inc. has the authority pursuant to Section 5.1 to amend this Plan; and



     WHEREAS, CNB Bank, Inc. desires to amend and restate the Plan to bring the Plan into
compliance with Code Section 409A, to grandfather certain benefits not subject to Code Section
409A, and for other certain matters;



     NOW, THEREFORE, effective January 1, 2005, CNB Bank, Inc. hereby adopts this CNB Bank, Inc.
Amended and Restated Executive Compensation Plan for Directors as hereinafter set forth.



ARTICLE 1

DEFINITIONS




     1.1 Bank. CNB Bank, Inc., any predecessor corporation or business, and any
corporation or business which was merged into or consolidated with or substantially all of whose
assets were acquired by CNB Bank, Inc. or any successor corporation.



     1.2 Beneficiary. Any person or persons, as designated pursuant to Section 4.4, to
whom any benefits may be payable upon the death of a Participant pursuant to Section 3.3 or 3.6.



     1.3 Board. The Board of Directors of the Bank.



     1.4 Change in Control. The occurrence of a “change in the ownership” of the Bank or a
“change in the ownership of a substantial portion of the assets” of the Bank, as determined in
accordance with this Section.




     (a) A “change in the ownership” of the Bank shall occur on the date on which any one
person, or more than one person acting as a group, acquires ownership of stock of the Bank
that, together with stock held by such person or group, constitutes more



 









 







than 50% of the total fair market value or total voting power of the stock of the Bank,
as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(v). If a person or group is
considered to own more than 50% of the total fair market value or total voting power of the
stock of the Bank, and such person or group acquires additional stock of the Bank, the
acquisition of additional stock by such person or group shall not be considered to cause a
“change in the ownership” of the Bank.




     (b) A “change in the ownership of a substantial portion of the assets” of the Bank
shall occur on the date on which any one person, or more than one person acting as a group,
acquires (or has acquired during the 12-month period ending on the date of the most recent
acquisition by such person or persons) assets from the Bank that have a total gross fair
market value equal to or more than 80% of the total gross fair market value of all of the
assets of Bank immediately before such acquisition or acquisitions, as determined in
accordance with Treas. Reg. §1.409A-3(i)(5)(vii). A transfer of assets shall not be treated
as a “change in the ownership of a substantial portion of the assets” when such transfer is
made to an entity that is controlled by the shareholders of the transferor corporation, as
determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vii)(B).



     1.5 Code. The Internal Revenue Code of 1986, as amended.



     1.6 Death Benefit. The Death Benefit for a Participant is an amount to be paid
annually equal to the amount set forth opposite the Participant’s name on Schedule A attached
hereto. The Bank shall calculate the amount of each Participant’s Death Benefit and shall notify
the Participant of his Death Benefit no later than three (3) business days prior to the date the
Participant’s Election Form is due under Section 2.3(a) or (b), as applicable to the Participant.



     1.7 Director. A member of the Board.



     1.8 Director Fees. The annual cash fees earned by a Director from the Bank, including
retainer fees and meetings fees, as remuneration for serving on the Board.



     1.9 Election Form. The form, which may be in electronic format, established from time
to time by the Committee that a Participant completes, signs, and returns to the Bank to make an
election under the Plan.



     1.10 Effective Date of Plan. July 1, 1982.



     1.11 Grandfathered Benefit. A Participant’s Grandfathered Benefit equals the amount
of Directors Fees that the Participant deferred under the Plan before January 1, 2005, including
any earnings thereon, all as determined pursuant to Treas. Reg. § 1.409A-6(a)(3). The terms of the
Plan as it existed prior to January 1, 2005 shall apply to all Grandfathered Benefits. The terms
of the Plan as amended and restated effective January 1, 2005, and as further amended from time to
time, shall apply to all benefits that are not Grandfathered Benefits.



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     1.12 Insurer. John Hancock Life Insurance Company.



     1.13 Normal Retirement Age. The Normal Retirement Age for any Participant who first
becomes a member of the Board prior to his 60th birthday shall be the Participant’s
65th birthday. The Normal Retirement Age for any Participant who first becomes a member
of the Board on or after his 60th birthday shall be the Participant’s 72nd
birthday.



     1.14 Normal Retirement Benefit. The Normal Retirement Benefit for a Participant is an
amount to be paid annually equal to the amount set forth opposite the Participant’s name on
Schedule A attached hereto. The Bank shall calculate the amount of each Participant’s Normal
Retirement Benefit based on the annual amount of Director Fees that such Participant elects to
defer. Such amount shall generally be equal to the Participant’s Director Fees deferred under the
Plan credited with ten percent interest compounded annually. The Bank shall notify the Participant
of his Normal Retirement Benefit no later than three (3) business days prior to the date the
Participant’s Election Form is due under Section 2.3(a) or (b), as applicable to the Participant.



     1.15 Normal Retirement Date. The Normal Retirement Date for any Participant shall be
the first day of the month following such Participant’s Normal Retirement Age.



     1.16 Participant. A Participant shall be an individual who is designated by the Board
as a Participant pursuant to Section 2.2 and who has timely executed and submitted an Election Form
to the Bank pursuant to Section 2.3.



     1.17 Plan. The Plan shall consist of this document and any written amendments
thereto.



     1.18 Specified Employee. A Participant who is determined to be a “key employee” (as
defined under Code Section 416(i) without regard to paragraph (5) thereof) for the applicable
period, as determined annually by the Committee in accordance with Treas. Reg. §1.409A-1(i). In
determining whether a Participant is a Specified Employee, the following provisions shall apply:




     (a) The Committee’s identification of the individuals who fall within the definition of
“key employee” under Code Section 416(i) (without regard to paragraph (5) thereof) shall be
based upon the twelve-month period ending on each December 31st (referred to
below as the “identification date”). In applying the applicable provisions of Code Section
416(i) to identify such individuals, “compensation” shall be determined in accordance with
Treas. Reg. §1.415(c)-2(a) without regard to (i) any safe harbor provided in Treas. Reg.
§1.415(c)-2(d), (ii) any of the special timing rules provided in Treas. Reg. §1.415(c)-2(e),
and (iii) any of the special rules provided in Treas. Reg. §1.415(c)-2(g); and




     (b) Each Participant who is among the individuals identified as a “key employee” in
accordance with part (a) of this Section shall be treated as a Specified



3









 







Employee for purposes of this Plan if such Participant experiences a Separation from
Service during the twelve-month period that begins on the April 1st following the
applicable identification date.



     1.19 Total Disability. Disability or incapacity of a Participant hereunder during his
or her term of service as a Director deemed “total disability” shall constitute such incapacity of
a Participant as a result of bodily injury or disease or mental disease that he or she is unable to
perform the routine duties as a Director of the Bank. However, no such “total disability” shall be
deemed to exist if such “total disability” results wholly or partially from willfully and
intentionally self-inflicted injury.



     If any dispute concerning such disability and the extent thereof arises, the Committee, aided
by the opinion of an impartial medical practitioner having examined the disabled Participant on
behalf of the Bank, shall resolve said dispute.



     1.20 Construction. The masculine gender shall be deemed to include the feminine and
neuter genders; the feminine to include the masculine; the singular to include the plural; and the
plural to include the singular; in each case where appropriate. All references to “year” in this
Plan shall mean the calendar year.



ARTICLE 2

ELIGIBILITY AND PARTICIPATION




     2.1 Eligibility. Each individual who is a member of the Board and each individual
whom the Board determines, in its sole discretion, may become a member of the Board shall be
eligible to participate in the Plan.



     2.2 Participation. From among those individuals who are eligible under Section 2.1,
the Board, in its sole discretion, shall designate those individuals who will actually participate
in the Plan pursuant to a written resolution of the Board. Any individual so designated shall
become a Participant by filing with the Bank a written Election Form no later than the date for
making elections described in Section 2.3. Such individuals shall become a Participant on the
first day of the year following the year such resolution is adopted or, if later, the year for
which the Participant makes a timely election under Section 2.3(a). However, an individual who is
eligible, and makes a timely election, under Section 2.3(b) shall become a Participant on the date
such person becomes a Director.



     2.3 Elections.




     (a) Except as specifically provided in Section 2.3(b), in order for a Participant to
make a valid election to defer Director Fees for any year, the Participant must submit to
the Bank an Election Form that satisfies the requirements of Section 2.3(c) on or before the
deadline established by the Committee, which in no event shall be later than the December
31st preceding the year in which the Director Fees being deferred would otherwise
be earned and paid.



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     (b) If the Board designates an individual who is not then a Director as a Participant
in the Plan, such Participant must submit to the Bank an Election Form that satisfies the
requirements of Section 2.3(c) no later than the date immediately preceding the effective
date such individual becomes a Director. Such Election Form, and the individual’s
participation in the Plan, will be contingent on the individual’s election to the Board,
will be effective when the individual becomes a Director, and will be null and void ab
initio if such individual is not elected to the Board for any or no reason.




     (c) Each Participant’s Election Form must include (1) the annual amount of the
Participant’s Director Fees being deferred, (2) the Participant’s Normal Retirement Benefit
and Death Benefit, and (3) the Participant’s Beneficiary(ies) to whom the Participant’s
Death Benefit, if any, shall be paid. The maximum amount that an individual may defer under
the Plan annually for any year of participation shall be no more than fifty percent (50%) of
the maximum amount of such individual’s Director Fees that the individual may earn during
his first year of Plan participation.




     (d) Except as expressly provided in this Section 2.3(d), all Election Forms shall be
irrevocable at the Bank’s close of business day for the last day the Election Form may be
timely submitted under Section 2.3(a) or (b), as applicable. Each Participant’s Election
Form shall continue to apply for all subsequent years in which the Participant receives or
is due Director Fees unless revoked as provided below. Notwithstanding the foregoing, the
Board, in its discretion, may permit a Participant to revoke his Election Form upon the
request of the Participant. In the event the Board permits such a revocation, the
Participant must submit a written notice of revocation to the Bank. Such revocation will be
effective on the first day of the year following the year in which the Bank receives the
written notice of revocation. In addition, a Participant may change his or her designated
Beneficiary(ies) at any time by submitting a new beneficiary designation on a form approved
by the Bank, which designation shall become effective upon receipt by the Bank. A
Participant’s Election Form may never be modified in any other manner. Participation by a
Director who revokes his Election Form shall not thereafter be permitted except with the
written approval of the Board of Directors and in compliance with Code Section 409A.




     (e) At the option of the Bank, an Election Form may be submitted in tandem with an
application for insurance coverage pursuant to Section 4.1, but must in any event be
submitted to the Bank no later than the date provided in Section 2.3(a) or (b), as
applicable.



ARTICLE 3

RETIREMENT BENEFITS




     3.1 Normal Retirement Benefit (Normal Retirement). If, prior to a Change in Control,
a Participant continuously serves as a Director from his first date of participation until his
Normal Retirement Age, then the Participant shall be entitled to his Normal Retirement



5









 







Benefit. Such benefit shall be paid to the Participant commencing on his Normal Retirement
Date and on the first day of each subsequent month during his lifetime for a maximum of ten (10)
years. Each monthly payment shall be equal to one-twelfth the annual amount.

3.2



     3.3 Disability Benefits. If, prior to a Change in Control, a Participant continuously
serves as a Director from his first date of participation in the Plan until the date of his Total
Disability prior to his Normal Retirement Age, then the Participant shall be entitled to his Normal
Retirement Benefit. Such benefit shall be paid to the Participant or his Beneficiaries, as
applicable, commencing at the earlier of the first day of the month following the Participant’s
Death or his Normal Retirement Date and shall continue to be paid on the first day of each
subsequent month for a maximum of ten (10) years. Each monthly payment shall be equal to
one-twelfth the annual amount.



3.4




     3.5 Death Benefits (Death While Active and Prior to Retirement). If, prior to a
Change in Control, a Participant continuously serves as a Director from his first date of
participation in the Plan until his date of death prior to his Normal Retirement Age, then the
Participant shall be entitled to his Normal Retirement Benefit. Such benefit shall be paid to the
Participant’s Beneficiaries commencing on the first day of the month following the date of the
Participant’s death and on the first day of each subsequent month during his lifetime for a maximum
of ten (10) years. Each monthly payment shall be equal to one-twelfth the annual amount.



3.6




     3.7 Termination of Service; Revocation of Election.



3.8





     (a) Prior to a Change in Control, should a Participant’s service as a Director be
terminated prior to his Normal Retirement Age for any or no reason, whether voluntarily or
involuntarily, other than by reason of the Director’s Total Disability or death, or should a
Participant revoke his Election Form pursuant to Section 2.3(d), then he or his
Beneficiaries will be entitled to receive a benefit under the Plan as follows. The benefit
shall be an amount to be paid annually determined by dividing the Normal Retirement Benefit,
as endorsed on Schedule A, by the total number of years the Participant would have served as
a Director had he remained in continuous service as a Director from the date he became a
Participant in the Plan until his Normal Retirement Age, and multiplying such amount by the
greater of four (4) and the actual number of years that the Participant serves as a Director
or participates in the Plan prior to the effective date of such revocation, whichever is
applicable. Said benefit shall be paid commencing at the earlier of the first day of the
month following the Participant’s Death or his Normal Retirement Date and shall continue to
be paid on the first day of each subsequent month for a maximum of ten (10) years. Each
monthly payment shall be equal to one-twelfth the annual amount. Should a Participant’s
participation be terminated under this Section 2.2, he may not thereafter be covered by the
Plan except upon approval by the Board.




     3.9




     (b) In the event a Participant is granted one or more leaves of absence exceeding in
the aggregate twenty-four (24) consecutive months, his service shall be



6









 







deemed to have terminated under Section 3.4(a) on the first date such leave or leaves
commence unless specifically waived by the Board of Directors. Nothing in this Section
3.4(b) shall be construed to alter the time or form of payment of Plan benefits.



     3.10 Change in Control. In the event of a Change in Control, each Participant who, as
of the effective date of the Change in Control, has not incurred a termination of service as a
Director shall be entitled to his Normal Retirement Benefit, whether or not the Bank retains its
Directors thereafter. Said benefit shall be paid commencing at the earlier of the first day of the
month following the Participant’s Death or his Normal Retirement Date and shall continue to be paid
on the first day of each subsequent month for a maximum of ten (10) years. Each monthly payment
shall be equal to one-twelfth the annual amount.



3.11




     3.12 Death Benefits (Subsequent to a Participant’s Retirement). In the event that a
Participant dies after his Normal Retirement Date but prior to receiving all of the payments to
which he is entitled under the Plan, any installments still due will be continued to his designated
Beneficiary and paid at the same time and in the same form had the Participant survived.



3.13




     3.14 Exclusions. In the event a Participant commits suicide, while sane or insane,
within two (2) years from the date of issue of any life insurance policy(ies) purchased on the life
of said Participant pursuant to Section 4.1, the portion of benefits funded by such policy(ies)
will not be payable under this Plan. Further, no benefits shall be payable if, within said
two-year period, fraudulent misrepresentations of any facts material to the application for
insurance hereunder are discovered. In no event will any Death Benefit be payable under the Plan
if such benefits are not covered by, and paid under, the insurance purchased from the Insurer as
set forth in Article 4.



3.15




     3.16 Payments to Specified Employees. Solely to the extent necessary to avoid
penalties under Section 409A, distributions under this Plan to a Participant that are considered a
payment made upon the Participant’s separation from service may not commence earlier than six (6)
months after such separation from service if, pursuant to Internal Revenue Code Section 409A, the
Participant considered a Specified Employee. In the event a distribution is delayed pursuant to
this Section, the originally scheduled distribution shall be delayed for six (6) months, and shall
commence instead on the first day of the seventh month following the separation from service. If
payments are scheduled to be made in installments, the first six (6) months of installment payments
shall be delayed, aggregated, and paid instead on the first day of the seventh month, after which
all installment payments shall be made on their regular schedule. If payment is scheduled to be
made in a lump sum, the lump sum payment shall be delayed for six (6) months and instead be made on
the first day of the seventh month.



3.17




ARTICLE 4

INSURANCE




3.18




     4.1 Purchase of Insurance. The Death Benefit provided for under Section 3.3, 3.4, or
36. will be provided by the purchase of insurance from the Insurer. The Participant shall



7









 







cooperate fully with the Bank by submitting to all necessary medical examinations and by
submitting such information to the Bank or to the Insurer as may be required.




3.19




     4.2 No Rights to Policy. No Participant shall have any rights in, or under any
insurance policy purchased by the Bank pursuant to this Plan so long as the Bank is the owner
thereof.



3.20




     4.3 Insurer Not a Party to Plan. The Insurer shall not be a party to this Plan and
shall be governed and bound only by the terms of insurance contracts issued by it. Nothing in this
Plan shall be construed to require the Insurer to take action that is inconsistent with its rules
and administrative practices.



3.21




     4.4 Identification of Beneficiary. The Beneficiary will be the person or persons
named in the Beneficiary designation most recently filed with the Bank at the time of the
Participant’s death.



3.22




ARTICLE 5

AMENDMENT AND TERMINATION




3.23




     5.1 Right to Amend or Terminate Plan. Although the Bank intends to continue this
Plan, its continuance is not guaranteed as to persons with whom there is not an executed and
unrevoked Election Form in existence. Bank reserves the right to amend or terminate the Plan at
any time except in respect to persons with whom there is in existence an executed and unrevoked
Election Form in existence.



     5.2 Right to Amend Policies. The Bank shall have the right to amend, discontinue,
sell, assign, surrender or cancel any insurance policy(ies) purchased pursuant to Section 4.1.



     5.3 No Affect on Benefits. Notwithstanding the provisions of Sections 5.1 and 5.2,
above, if the Bank has commenced payment of the Normal Retirement Benefit to any Participant under
Section 3.1 or if any Participant should die while this Plan is in effect, then the Bank shall
continue to make the payments called for under Article 3 to such Participant or his Beneficiary.



ARTICLE 6

ADMINISTRATION




     6.1 Committee Duties. Except as otherwise provided in this Article 6, this Plan shall
be administered by a Committee, which shall consist of the Board, or such committee as the Board
shall appoint. Members of the Committee may be Participants under this Plan. The Committee shall
have the discretion and authority to (a) make, amend, interpret, and enforce all appropriate rules
and regulations for the administration of this Plan, and (b) decide or resolve any and all
questions, including benefit entitlement determinations and interpretations of this Plan, as may
arise in connection with the Plan. Any individual serving on the Committee who is a Participant
shall not vote or act on any matter relating solely to himself or herself. When making



8









 







a determination or calculation, the Committee shall be entitled to rely on information
furnished by a Participant or the Bank.



     6.2 Administration Upon Change In Control. Within 120 days following a Change in
Control, the individuals who comprised the Committee immediately prior to the Change in Control
(whether or not such individuals are members of the Committee following the Change in Control) may,
by written consent of the majority of such individuals, appoint an independent third party
Administrator (the “Administrator”) to perform any or all of the Committee’s duties described in
Section 6.1 above, including without limitation, the power to determine any questions arising in
connection with the administration or interpretation of the Plan, and the power to make benefit
entitlement determinations. Upon and after the effective date of such appointment, the Bank must
pay all reasonable administrative expenses and fees of the Administrator, and (b) the Administrator
may only be terminated with the written consent of the majority of those Participants (or
Beneficiaries for those Participants who are then deceased) who at such time have an interest in
the Plan.



     6.3 Agents. In the administration of this Plan, the Committee or the Administrator,
as applicable, may, from time to time, employ agents and delegate to them such administrative
duties as it sees fit (including acting through a duly appointed representative) and may from time
to time consult with counsel.



     6.4 Binding Effect of Decisions. The decision or action of the Committee or the
Administrator, as applicable, with respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan and the rules and regulations
promulgated hereunder shall be final and conclusive and binding upon all persons having any
interest in the Plan.



     6.5 Indemnity of Committee. Then Bank shall indemnify and hold harmless the members
of the Committee, any employee of the Bank to whom the duties of the Committee may be delegated,
and the Administrator against any and all claims, losses, damages, expenses or liabilities arising
from any action or failure to act with respect to this Plan, except in the case of willful
misconduct by the Committee, any of its members, any such employee, or the Administrator.



     6.6 Information. To enable the Committee or the Administrator to perform its
functions, the Bank shall supply full and timely information to the Committee on all matters
relating to the Plan, the Trust, the Participants and their Beneficiaries, the benefits of the
Participants, the compensation of its Participants, the date and circumstances of a separation from
service, disability or death of its Participants, and such other pertinent information as the
Committee or Administrator may reasonably require.



ARTICLE 7

OTHER BENEFITS AND AGREEMENTS




9









 








     7.1 No Unwritten Deferred Compensation Arrangements. Neither the Bank nor any of its
affiliates sponsor or maintain any unwritten plan or arrangement of deferred compensation. All
plans of deferred compensation established or maintained by the Bank or an affiliate must be set
forth in writing.



     7.2 Coordination with Other Benefits. The benefits provided for a Participant and
Participant’s Beneficiary under the Plan are in addition to any other benefits available to such
Participant under any other plan or program for Directors. The Plan shall supplement and shall not
supersede, modify, or amend any other such written plan or program except as may otherwise be
expressly provided.



ARTICLE 8

CLAIMS PROCEDURES




     8.1 Presentation of Claim. Any Participant or Beneficiary of a deceased Participant
(such Participant or Beneficiary being referred to below as a “Claimant”) may deliver to Committee
a written claim for a determination with respect to the amounts distributable to such Claimant from
the Plan. If such a claim relates to the contents of a notice received by the Claimant, the claim
must be made within 60 days after such notice was received by the Claimant. All other claims must
be made within 180 days of the date on which the event that caused the claim to arise occurred.
The claim must state with particularity the determination desired by the Claimant.



     8.2 Notification of Decision. The Committee shall consider a Claimant’s claim within
a reasonable time, but no later than 90 days after receiving the claim. If the Committee
determines that special circumstances require an extension of time for processing the claim,
written notice of the extension shall be furnished to the Claimant prior to the termination of the
initial 90 day period. In no event shall such extension exceed a period of 90 days from the end of
the initial period. The extension notice shall indicate the special circumstances requiring an
extension of time and the date by which the Committee expects to render the benefit determination.
The Committee shall notify the Claimant in writing:




     (a) that the Claimant’s requested determination has been made, and that the claim has
been allowed in full; or




     (b) that the Committee has reached a conclusion contrary, in whole or in part, to the
Claimant’s requested determination, and such notice must set forth in a manner calculated to
be understood by the Claimant:




     (i) the specific reason(s) for the denial of the claim, or any part of it;




     (ii) specific reference(s) to pertinent provisions of the Plan upon which such
denial was based;



10









 






     (iii) a description of any additional material or information necessary for the
Claimant to perfect the claim, and an explanation of why such material or
information is necessary;




     (iv) an explanation of the claim review procedure set forth in Section 8.3
below; and




     (v) a statement of the Claimant’s right to bring a civil action under ERISA
Section 502(a) following an adverse benefit determination on review.



     8.3 Review of a Denied Claim. On or before 60 days after receiving a notice from the
Committee that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s duly
authorized representative) may file with the Committee a written request for a review of the denial
of the claim. The Claimant (or the Claimant’s duly authorized representative):




     (a) may, upon request and free of charge, have reasonable access to, and copies of, all
documents, records and other information relevant (as defined in applicable ERISA
regulations) to the claim for benefits;




     (b) may submit written comments or other documents; and/or




     (c) may request a hearing, which the Committee, in its sole discretion, may grant.



     8.4 Decision on Review. The Committee shall render its decision on review promptly,
and no later than 60 days after the Committee receives the Claimant’s written request for a review
of the denial of the claim. If the Committee determines that special circumstances require an
extension of time for processing the claim, written notice of the extension shall be furnished to
the Claimant prior to the termination of the initial 60 day period. In no event shall such
extension exceed a period of 60 days from the end of the initial period. The extension notice
shall indicate the special circumstances requiring an extension of time and the date by which the
Committee expects to render the benefit determination. In rendering its decision, the Committee
shall take into account all comments, documents, records and other information submitted by the
Claimant relating to the claim, without regard to whether such information was submitted or
considered in the initial benefit determination. The decision must be written in a manner
calculated to be understood by the Claimant, and it must contain:




     (a) specific reasons for the decision;




     (b) specific reference(s) to the pertinent Plan provisions upon which the decision was
based;




     (c) a statement that the Claimant is entitled to receive, upon request and free of
charge, reasonable access to and copies of, all documents, records and other information
relevant (as defined in applicable ERISA regulations) to the Claimant’s claim for benefits;
and



11









 






     (d) a statement of the Claimant’s right to bring a civil action under ERISA Section
502(a).



     8.5 Legal Action. A Claimant’s compliance with the foregoing provisions of this
Article 6 is a mandatory prerequisite to a Claimant’s right to commence any legal action with
respect to any claim for benefits under this Plan. No lawsuit or other proceeding in law or equity
may be brought in connection with any claim related to this Plan more than twelve (12) months after
receipt of the notice of denial on review pursuant to Section 8.4



ARTICLE 9

TRUST




     9.1 Establishment of the Trust. In order to provide assets from which to fulfill its
obligations to the Participants and their Beneficiaries under the Plan, the Bank may establish a
trust by a trust agreement with a third party, the trustee, to which the Bank may, in its
discretion, contribute cash or other property, including securities issued by the Bank, to provide
for the benefit payments under the Plan (the “Trust”).



     9.2 Interrelationship of the Plan and the Trust. The provisions of the Plan and the
Plan Agreement shall govern the rights of a Participant to receive distributions pursuant to the
Plan. The provisions of the Trust shall govern the rights of the Bank, Participants and the
creditors of the Employers to the assets transferred to the Trust. The Bank shall at all times
remain liable to carry out its obligations under the Plan.



     9.3 Distributions From the Trust. The Bank’s obligations under the Plan may be
satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such
distribution shall reduce the Bank’s obligations under this Plan.



ARTICLE 10

MISCELLANEOUS




     10.1 Not a Contract of Employment. The Plan shall under no circumstances be deemed to
have any effect upon the terms or conditions of service as a Director of the Bank whether or not he
is a Participant hereunder. The establishment and maintenance of this Plan shall not be construed
as creating or modifying any contract between the Bank and any of its Directors, nor is it in lieu
of any other benefits. This Plan shall under no circumstances be deemed to constitute a contract
of insurance or employment. Participation by any Director in this Plan shall not give such person
the right to be employed by the Bank or any right or interest in this Plan other than as provided
herein.



     10.2 Cash-out Distribution. Notwithstanding any provision of this Plan to the
contrary, the Committee may, in its discretion, require a mandatory lump sum payment to a
Participant or Beneficiary of his Plan benefits if, on or after the date Plan benefits are first
due, the Participant’s or Beneficiary’s benefits do not exceed the then applicable dollar amount
under Code Section 402(g)(1)(B) and such distribution results in the termination and liquidation of
the



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Participant’s or Beneficiary’s interests under this Plan and all other plans required under
Code Section 409A and the regulations thereunder to be aggregated with this Plan.



     10.3 Nonassignability. Benefits under this Plan shall not be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge or encumbrance by any Participant or
Beneficiary and any attempt to do so shall be null and void. Benefits under this Plan shall not be
subject to or liable for the debts, contracts, liabilities, engagements or torts of any Participant
or of any Beneficiary, nor may the same be subject to attachment or seizure by any creditor of any
Participant or any Beneficiary under any circumstances.



     10.4 Waiver by Bank. The Bank, at its sole discretion, shall have the right to waive
any provisions hereof, provided that no such waiver may cause the Plan to fail to comply in form or
operation with Code Section 409A.


IN WITNESS WHEREOF, CNB Bank, Inc. has adopted this amended and restated Plan this 23rd day of
December, 2008.




	 	 	 	 	 
	Attest to Signature
	 	 	 	CNB Bank, Inc.
	And Corporate Seal: 	 	 	 	 
	 	 	 	 	 
	/s/ Herbert L. Eppinger
	 	 	BY:
	/s/ Thomas F. Rokisky
	 
	 	 	 	 
	Secretary – Cashier
	 	 	 	President







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