CNB FINANCIAL CORP/PA false 0000736772 0000736772 2023-09-30 2023-09-30 0000736772 us-gaap:CommonStockMember 2023-09-30 2023-09-30 0000736772 us-gaap:SeriesAPreferredStockMember 2023-09-30 2023-09-30

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 30, 2023

 

 

CNB FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Pennsylvania   001-39472   25-1450605
(State or other jurisdiction of
incorporation or organization)		   (Commission
File Number)		   (I.R.S. Employer
Identification No.)

1 South Second Street

PO Box 42

Clearfield, Pennsylvania 16830

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (814) 765-9621

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol

  

Name of each exchange
on which registered

Common Stock, no par value   CCNE   The NASDAQ Stock Market LLC
Depositary Shares (each representing a 1/40th interest in a share of 7.125% Series A Non-Cumulative, perpetual preferred stock)   CCNEP   The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 30, 2023 and October 1, 2023, CNB Financial Corporation (the “Corporation”) and/or CNB Bank, the Corporation’s primary operating subsidiary (the “Bank”), entered into amended or new nonqualified deferred compensation plans with certain members of its executive management team, including the following named executive officers (the “Executives”): Michael D. Peduzzi, President and Chief Executive Officer (“Mr. Peduzzi”); Tito L. Lima, Senior Executive Vice President, Chief Financial Officer and Treasurer (“Mr. Lima”); Leanne Kassab, Senior Executive Vice President and Chief Experience Officer (“Ms. Kassab”); Martin T. Griffith, Senior Executive Vice President and Chief Banking Officer (“Mr. Griffith”); and Richard L. Greslick, Jr., Senior Executive Vice President and Chief Operating Officer (“Mr. Greslick”).

Defined Contribution Plan Amendments

Both Ms. Kassab and Mr. Lima are party to a Defined Contribution Plan with the Corporation dated January 1, 2022 and January 2, 2022, respectively (each a “DC Plan” and, collectively, the “DC Plans”). Prior to September 30, 2023, the DC Plans provided for the annual contribution by the Corporation of an agreed upon percentage of the Executive’s annual base salary to the Executive’s DC Plan account. Amounts contributed would be payable following the Executive’s termination of employment, or upon becoming disabled. As of September 30, 2023, neither Ms. Kassab nor Mr. Lima were at all vested in the DC Plans and instead each was scheduled to become one hundred percent (100%) vested in their DC Plan upon the later of attaining age fifty-five (55) or providing five (5) years of service to the Corporation.

Pursuant to the DC Plan amendments dated September 30, 2023 and attached to this Current Report on Form 8-K (the “DC Plan Amendments”), the DC Plans are immediately frozen and no additional contributions are permitted to be made. As of such date, both Executives became one hundred percent (100%) vested in their DC Plan balances of One Hundred Thirty-One Thousand Four Hundred Ninety-Eight Dollars ($131,498), with respect to Mr. Lima, and One Hundred Ninety-Three Thousand Seven Hundred Eighteen Dollars ($193,718), with respect to Ms. Kassab. All other material terms of the DC Plans, including the payment triggers, remain unaffected by the DC Plan Amendments and are more fully described in a Current Report on Form 8-K filed by the Corporation on January 4, 2022.

Supplemental Executive Retirement Plan Agreement Amendment and Awards

Mr. Peduzzi is a participant in the Supplemental Executive Retirement Plan adopted by the Corporation and dated January 1, 2022 (the “SERP”). As originally drafted, the SERP did not contemplate participation by additional executives with different vesting schedules. Further, as of October 1, 2023 Mr. Peduzzi was not scheduled to become vested in the SERP until September 1, 2026, at which point he would become one hundred percent (100%) vested.

Pursuant to the Supplemental Executive Retirement Plan amendment dated October 1, 2023 and attached to this Current Report on Form 8-K (the “SERP Amendment”), the SERP now permits participation by executives with different vesting schedules. Each participant shall be designated by a Schedule A, which will specify the nature of each participant’s benefits under the SERP. While participants will generally vest according to a schedule set forth on their specific Schedule A, a participant shall become one hundred percent (100%) vested upon his or her death, disability or the Corporation undergoing a change in control. The amount payable upon a separation from service prior to retirement age for other than death, disability or a change in control is based on the Schedule A vesting schedule. Payment of benefits begins upon a participant reaching retirement age, with the exception of payments following death, disability or a change in control which begin immediately, in each case provided that a termination of employment has occurred. All other material terms of the SERP remain unaffected by the SERP Amendment.

Attached to this Current Report on Form 8-K are copies of SERP Schedule As, dated October 1, 2023, that the Corporation has entered into with each of Mr. Peduzzi, Mr. Lima, Ms. Kassab and Mr. Griffith. Mr. Peduzzi’s Schedule A dated October 1, 2023 replaces the Schedule A dated January 1, 2022. The material terms of each Executive’s benefit is set forth in the following table:

     Mr. Peduzzi   Mr. Lima   Ms. Kassab   Mr. Griffith

Annual Benefit

    $120,000   $83,425   $80,314   $90,000

Term

    20 years   20 years   20 years   20 years

Retirement Age

    62   62   62   63

Vesting

    Pro-rata through
2026, at which
point 100%		   Pro-rata through
2026, at which
point 100%		   Pro-rata through
2026, at which
point 100%		   Pro-rata through
2026, at which
point 100%

Executive Salary Continuation Plan Agreement Amendment

Mr. Greslick is party to an Executive Salary Continuation Plan Agreement with the Bank dated January 1, 2013 (the “ESCPA”). Prior to October 1, 2023, the ESCPA provided Mr. Greslick with a retirement benefit equal to sixty-five percent (65%) of his final average compensation for a period of twenty (20) years. Mr. Greslick was not scheduled to become vested in any portion of his benefit until attaining the age of fifty-five (55). Moreover, if Mr. Greslick had a separation from service following age fifty-five (55) and prior to attaining age sixty-five (65), he was only entitled to a pro-rated portion of his benefit.

Pursuant to the Executive Salary Continuation Plan Agreement amendment dated October 1, 2023 and attached to this Current Report on Form 8-K (the “ESCPA Amendment”), Mr. Greslick will vest in a pro rata portion of his normal retirement benefit, which is Ninety Thousand Dollars ($90,000) a year for twenty (20) years, over a fifteen (15) year period beginning December 31, 2024. If he has a separation from service prior to attaining the age of sixty-two (62), he will be paid the vested portion of his benefit over such twenty (20) year period. If, however, the separation from service is due to death, disability or a change in control, Mr. Greslick will be paid his full normal retirement benefit. Payment of benefits begins at age sixty-two (62), with the exception of payments following death, disability or a change in control which begin immediately. All other material terms of the ESCPA remain unaffected by the ESCPA Amendment.

The foregoing descriptions of the DC Plans, the DC Plan Amendments, the SERP, the SERP Amendment, the SERP Schedule As, the ESCPA and the ESCPA Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, which are attached as Exhibits 10.1 through 10.12, and are incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits

 

(d)

Exhibits

 

Exhibit
Number		   

Description

10.1    Defined Contribution Plan for Tito L. Lima, effective as of January 2, 2022 (incorporated by reference to Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed on January 4, 2022)
10.2    Amendment No. 1 to Defined Contribution Plan for Tito L. Lima
10.3    Defined Contribution Plan for Leanne Kassab, effective as of January 1, 2022 (incorporated by reference to Exhibit 10.16 to the Corporation’s Annual Report on Form 10-K filed on March 3, 2023)
10.4    Amendment No. 1 to Defined Contribution Plan for Leanne Kassab
10.5    Supplemental Executive Retirement Plan for Michael D. Peduzzi, effective as of January 1, 2022 (incorporated by reference to Exhibit 10.13 to the Corporation’s Annual Report on Form 10-K filed on March 3, 2023)
10.6    Amendment No. 1 to Supplemental Executive Retirement Plan
10.7    Schedule A to Supplemental Executive Retirement Plan for Michael D. Peduzzi
10.8    Schedule A to Supplemental Executive Retirement Plan for Tito L. Lima
10.9    Schedule A to Supplemental Executive Retirement Plan for Leanne Kassab
10.10    Schedule A to Supplemental Executive Retirement Plan for Martin Griffith
10.11    Executive Salary Continuation Plan Agreement, by and between CNB Bank and Richard L. Greslick, Jr., effective as of January 1, 2013 (incorporated by reference to Exhibit 10.12 to the Corporation’s Annual Report on Form 10-K filed on March 3, 2023)
10.12    Amendment No. 1 to Executive Salary Continuation Plan Agreement for Richard L. Greslick
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    CNB FINANCIAL CORPORATION
Date: October 2, 2023     By:  

/s/ Tito L. Lima

      Tito L. Lima
      Treasurer

Exhibit 10.2

AMENDMENT NO. 1

TO

DEFINED CONTRIBUTION PLAN

Reference is made to the CNB Financial Corporation Defined Contribution Plan for Tito Lima established effective January 2, 2022 (the “Plan”).

WHEREAS, Article X of the Plan provides that the Board of Directors of CNB Financial Corporation (the “Company”) may at any time, with the prior written consent of Tito Lima (the “Executive”), amend the Plan by a written instrument; and

WHEREAS, the Company and the Executive desire to amend the Plan, effective September 30, 2023, to prohibit further contributions and immediately vest previous contributions.

NOW, THEREFORE, pursuant to the provisions of Article X and every other power enabling it to do so, the Company, acting through its Board of Directors, and the Executive hereby amend the Plan, effective September 30, 2023, as follows:

1. The cover page is hereby amended by inserting the following new language under “Effective January 2, 2022”: “As Amended September 30, 2023”.

2. Section 3.2 (“Bank Contributions”) is hereby amended by deleting it and replacing it in its entirety with the following new language:

As of September 30, 2023, no further contributions, including Bank Contributions, shall be made or allocated to the Executive’s Bank Contribution Account.

3. Section 4.1 (“Vesting of Bank Contributions”) is hereby amended by deleting subsections (a), (b) and (c) thereof and replacing them in their entirety with the following new language:

As of September 30, 2023, the Executive shall immediately fully vest in all Bank Contributions.

4. Section 5.1 (“Earnings on Accounts”) is hereby amended by deleting it and replacing it in its entirety with the following new language:

Each December 31, the Executive’s Bank Contributions Account shall be credited with an amount equal to the Interest Rate for that Plan Year multiplied by the balance in the Bank Contribution Account as of the previous December 31.

5. The provisions of the Plan shall remain applicable except as expressly provided herein.

[Signature page follows]

IN WITNESS WHEREOF, the Company and the Executive have caused this Amendment No. 1 to be executed on this 30th day of September, 2023.

 

CNB FINANCIAL CORPORATION

By:

  

/s/ Michael D. Peduzzi

Name:

  

Michael D. Peduzzi

Title:

  

President & Chief Executive Officer

EXECUTIVE

By:

  

/s/ Tito Lima

Name:

  

Tito Lima

[Signature page to Amendment No. 1 to Defined Contribution Plan for Tito Lima]

Exhibit 10.4

AMENDMENT NO. 1

TO

DEFINED CONTRIBUTION PLAN

Reference is made to the CNB Financial Corporation Defined Contribution Plan for Leanne Kassab established effective January 1, 2022 (the “Plan”).

WHEREAS, Article X of the Plan provides that the Board of Directors of CNB Financial Corporation (the “Company”) may at any time, with the prior written consent of Leanne Kassab (the “Executive”), amend the Plan by a written instrument; and

WHEREAS, the Company and the Executive desire to amend the Plan, effective September 30, 2023, to prohibit further contributions and immediately vest previous contributions.

NOW, THEREFORE, pursuant to the provisions of Article X and every other power enabling it to do so, the Company, acting through its Board of Directors, and the Executive hereby amend the Plan, effective September 30, 2023, as follows:

1. The cover page is hereby amended by inserting the following new language under “Effective January 1, 2022”: “As Amended September 30, 2023”.

2. Section 3.2 (“Bank Contributions”) is hereby amended by deleting it and replacing it in its entirety with the following new language:

As of September 30, 2023, no further contributions, including Bank Contributions, shall be made or allocated to the Executive’s Bank Contribution Account.

3. Section 4.1 (“Vesting of Bank Contributions”) is hereby amended by deleting subsections (a), (b) and (c) thereof and replacing them in their entirety with the following new language:

As of September 30, 2023, the Executive shall immediately fully vest in all Bank Contributions.

4. Section 5.1 (“Earnings on Accounts”) is hereby amended by deleting it and replacing it in its entirety with the following new language:

Each December 31, the Executive’s Bank Contributions Account shall be credited with an amount equal to the Interest Rate for that Plan Year multiplied by the balance in the Bank Contribution Account as of the previous December 31.

5. The provisions of the Plan shall remain applicable except as expressly provided herein.

[Signature page follows]

IN WITNESS WHEREOF, the Company and the Executive have caused this Amendment No. 1 to be executed on this 30th day of September, 2023.

 

CNB FINANCIAL CORPORATION
By:   /s/ Michael D. Peduzzi
Name:   Michael D. Peduzzi
Title:   President & Chief Executive Officer
EXECUTIVE
By:   /s/ Leanne Kassab
Name:   Leanne Kassab

[Signature page to Amendment No. 1 to Defined Contribution Plan for Leanne Kassab]

Exhibit 10.6

AMENDMENT NO. 1

TO

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Reference is made to the CNB Financial Corporation Supplemental Executive Retirement Plan established effective January 1, 2022 (the “Plan”).

WHEREAS, Article VIII of the Plan provides that the Board of Directors of CNB Financial Corporation (the “Company”) may at any time and in its sole discretion amend the Plan by a written instrument; and

WHEREAS, the Company desires to amend the Plan, effective October 1, 2023, to create a vesting schedule for Plan participants.

NOW, THEREFORE, pursuant to the provisions of Article VIII and every other power enabling it to do so, the Company, acting through its Board of Directors, hereby amends the Plan, effective October 1, 2023, as follows:

1. The cover page is hereby amended by inserting the following new language under “Effective January 1, 2022”: “As Amended October 1, 2023”.

2. Section 2.1 (“Accrued Benefit”) is hereby amended by deleting the definition and replacing it in its entirety with the following new language:

“Accrued Benefit” means the amount of a Participant’s Normal Retirement Benefit that has vested in accordance with Section 3.2 and the schedule specified on such Participant’s Benefit Schedule for the Plan Year immediately prior to the date on which the Separation from Service occurs. Additionally, the Accrued Benefit shall be increased by a pro-rated amount relative to the Participant’s service during the partial Plan year in which the Separation from Service occurs. This amount will be added to the amount computed under the first sentence of this definition to determine the total Accrued Benefit. For example, assuming a Separation from Service occurs on January 31, 2025, the Accrued Benefit would be the sum of the vested benefit for the January 1 – December 31, 2024 Plan year plus a pro-rated portion of the benefit for the January 1 – December 31, 2025 Plan year.

3. Section 3.2 (“Vesting of Accounts”) is hereby amended by deleting subsection (a) thereof and replacing it in its entirety with the following new language:

(a) Vesting Schedule. A Participant shall vest in their Normal Retirement Benefit as set forth on such Participant’s Benefit Schedule.

4. Section 4.1(“Benefit Upon Separation from Service Prior to Normal Retirement Age”) is hereby amended by deleting the existing language and replacing it in its entirety with the following new language:

Benefit Payable. Subject to Sections 4.6 and 4.7, if a Participant has a Separation from Service prior to Normal Retirement Age for any reason other than death, disability or a Change in Control, Employer shall pay to such Participant the Participant’s Accrued Benefit commencing on the Participant’s Normal Retirement Date.

5. The provisions of the Plan shall remain applicable except as expressly provided herein.

[Signature page follows]

IN WITNESS WHEREOF, the Company has caused this Amendment No. 1 to be executed by its duly authorized officer on this 1st day of October, 2023.

 

CNB FINANCIAL CORPORATION
By:   /s/ Michael D. Peduzzi
Name:   Michael D. Peduzzi
Title:   President & Chief Executive Officer

[Signature page to Amendment No. 1 to Supplemental Executive Retirement Plan]

Exhibit 10.7

SCHEDULE A

CNB FINANCIAL CORPORATION

Supplemental Executive Retirement Plan

Benefit Schedule for Michael D. Peduzzi

This Schedule replaces in its entirety, and supersedes in all respects, the previous Schedule A dated December 28, 2021

 

Normal Retirement Benefit (payable annually)

    $ 120,000  

Term for Payment of Normal Retirement Benefit

      20 Years  

Normal Retirement Age

      62  

Calculation of Accrued Benefit1:

 

Plan Year

    December 31
Accrued Benefit		  

Plan Years Ending on December 31, 2023

    $ 240,000.00  

January 1 – December 31, 2024

    $ 960,000.00  

January 1 – December 31, 2025

    $ 1,680,000.00  

January 1 – December 31, 2026

and all subsequent Plan years

    $ 2,400,000.00  

 

MICHAEL D. PEDUZZI
By:   /s/ Michael D. Peduzzi
Date:   October 1, 2023
CNB FINANCIAL CORPORATION
By:   /s/ Peter F. Smith
Name:   Peter F. Smith
Title:   Chairman of the Board
Date:   October 1, 2023

 

1 

Accrued Benefit (calculated as set forth herein) to be divided by twenty (20) and paid over a term of twenty (20) years.

Exhibit 10.8

SCHEDULE A

CNB FINANCIAL CORPORATION

Supplemental Executive Retirement Plan

Benefit Schedule for Tito Lima

 

Normal Retirement Benefit (payable annually)

    $ 83,425  

Term for Payment of Normal Retirement Benefit

      20 Years  

Normal Retirement Age

      62  

Calculation of Accrued Benefit1:

 

Plan Year

    December 31
Accrued Benefit		  

Plan Years Ending on December 31, 2023

    $ 63,099.00  

January 1 – December 31, 2024

    $ 598,423.00  

January 1 – December 31, 2025

    $ 1,133,560.00  

January 1 – December 31, 2026

and all subsequent Plan years

    $ 1,668,502.00  

 

TITO LIMA

By:

   /s/ Tito Lima

Date:

  

October 1, 2023

CNB FINANCIAL CORPORATION

By:

   /s/ Michael D. Peduzzi

Name:

  

Michael D. Peduzzi

Title:

  

President & CEO

Date:

  

October 1, 2023

 

1 

Accrued Benefit (calculated as set forth herein) to be divided by twenty (20) and paid over a term of twenty (20) years.

Exhibit 10.9

SCHEDULE A

CNB FINANCIAL CORPORATION

Supplemental Executive Retirement Plan

Benefit Schedule for Leanne Kassab

 

Normal Retirement Benefit (payable annually)

    $ 80,314  

Term for Payment of Normal Retirement Benefit

      20 Years  

Normal Retirement Age

      62  

Calculation of Accrued Benefit1:

 

Plan Year

    December 31
Accrued Benefit		  

Plan Years Ending on December 31, 2023

    $ 7,786.00  

January 1 – December 31, 2024

    $ 540,897.00  

January 1 – December 31, 2025

    $ 1,073,733.00  

January 1 – December 31, 2026

and all subsequent Plan years

    $ 1,606,282.00  

 

LEANNE KASSAB
By:   /s/ Leanne Kassab
Date:   October 1, 2023
CNB FINANCIAL CORPORATION
By:   /s/ Michael D. Peduzzi
Name:   Michael D. Peduzzi
Title:   President & CEO
Date:   October 1, 2023

 

1 

Accrued Benefit (calculated as set forth herein) to be divided by twenty (20) and paid over a term of twenty (20) years.

Exhibit 10.10

SCHEDULE A

CNB FINANCIAL CORPORATION

Supplemental Executive Retirement Plan

Benefit Schedule for Martin T. Griffith

 

Normal Retirement Benefit (payable annually)

    $ 90,000  

Term for Payment of Normal Retirement Benefit

      20 Years  

Normal Retirement Age

      63  

Calculation of Accrued Benefit1:

 

Plan Year

    December 31
Accrued Benefit		  

Plan Years Ending on December 31, 2023

    $ 180,000.00  

January 1 – December 31, 2024

    $ 720,000.00  

January 1 – December 31, 2025

    $ 1,260,000.00  

January 1 – December 31, 2026

and all subsequent Plan years

    $ 1,800,000.00  

 

MARTIN T. GRIFFITH

By:

   /s/ Martin T. Griffith

Date:

  

October 1, 2023

CNB FINANCIAL CORPORATION

By:

   /s/ Michael D. Peduzzi

Name:

  

Michael D. Peduzzi

Title:

  

President & CEO

Date:

  

October 1, 2023

 

1 

Accrued Benefit (calculated as set forth herein) to be divided by twenty (20) and paid over a term of twenty (20) years.

Exhibit 10.12

AMENDMENT NO. 1

TO

EXECUTIVE SALARY CONTINUATION PLAN AGREEMENT

Reference is made to the CNB Bank Executive Salary Continuation Plan Agreement by and between CNB Bank (the “Company”) and Richard L. Greslick (the “Executive”) established effective January 1, 2013 (the “Plan”).

WHEREAS, Article 11 of the Plan provides that the Company and the Executive may at any time and in their sole discretion amend the Plan by a written instrument; and

WHEREAS, the Company and the Executive desire to amend the Plan, effective October 1, 2023, to replace the current annual benefit and accelerate the vesting of benefits under the Plan.

NOW, THEREFORE, pursuant to the provisions of Article 11 and every other power enabling it to do so, the Company, acting through its Board of Directors, and the Executive hereby amend the Plan, effective October 1, 2023, as follows:

1. The cover page is hereby amended by inserting the following new language under “Effective January 1, 2013”: “As Amended October 1, 2023”.

2. Section 2 (“Definitions”) is hereby amended by deleting the definition at subsection (a) and replacing it in its entirety with the following new language:

Accrued Benefit. “Accrued Benefit” means the amount of the Executive’s Normal Retirement Benefit that has vested in accordance with the schedule specified below for the Plan Year immediately prior to the date on which the Separation from Service occurs. Additionally, the Accrued Benefit shall be increased by a pro-rated amount relative to the Executive’s service during the partial Plan year in which the Separation from Service occurs. This amount will be added to the amount computed under the first sentence of this definition to determine the total Accrued Benefit. For example, assuming a Separation from Service occurs on January 31, 2031, the Accrued Benefit would be the sum of the vested benefit for the January 1 – December 31, 2030 Plan year plus a pro-rated portion of the benefit for the January 1 – December 31, 2031 Plan year.

 

Plan Year

    December 31
Accrued Benefit		  

Plan Years Ending on December 31, 2024

    $ 120,000.00  

January 1 – December 31, 2025

    $ 240,000.00  

January 1 – December 31, 2026

    $ 360,000.00  

January 1 – December 31, 2027

    $ 480,000.00  

January 1 – December 31, 2028

    $ 600,000.00  

January 1 – December 31, 2029

    $ 720,000.00  

January 1 – December 31, 2030

    $ 840,000.00  

January 1 – December 31, 2031

    $ 960,000.00  

January 1 – December 31, 2032

    $ 1,080,000.00  

January 1 – December 31, 2033

    $ 1,200,000.00  

January 1 – December 31, 2034

    $ 1,320,000.00  

January 1 – December 31, 2035

    $ 1,440,000.00  

January 1 – December 31, 2036

    $ 1,560,000.00  

January 1 – December 31, 2037

    $ 1,680,000.00  

January 1 – December 31, 2038

and all subsequent Plan years

    $ 1,800,000.00  

3. Section 2 (“Definitions”) is hereby amended with respect to subsection (k) by deleting the words “sixty-five (65)” and inserting in their place the words “sixty-two (62)”.

4. Section 2 (“Definitions”) is hereby amended with respect to subsection (l) by deleting the words “the benefit payable pursuant to Paragraph 3 of this Agreement” and inserting in their place “Ninety Thousand Dollars ($90,000.00) per year for twenty (20) years”.

5. Section 2 (“Definitions”) is hereby amended by deleting the existing language of subsection (n) and replacing it in its entirety with the word “[Reserved]”.

6. Section 3 (“Normal Retirement Benefit”) is hereby amended by deleting the words “sixty-five percent (65%) of Final Average Compensation reduced by the Offset Amount” and inserting in their place the words “the Normal Retirement Benefit”.

7. Section 4 (“Retirement Benefit Prior to Normal Retirement Age”) is hereby amended by deleting the first full paragraph in its entirety and replacing it with the following language:

If Executive has a Separation from Service prior to Normal Retirement Age but on or after December 31, 2024, Executive shall be entitled to a benefit equal to the Accrued Benefit. Subject to Paragraphs 8 and 9 of this Agreement, benefit payments shall commence on the later of: (i) the first day of the month after Executive attains age sixty-two (62); or (ii) upon Separation from Service and shall be paid in quarterly installments for a period of twenty (20) years.

8. Section 4 (“Retirement Benefit Prior to Normal Retirement Age”) is hereby amended by deleting the words “age fifty-five (55)” from the second full paragraph and inserting in their place the words “December 31, 2024”.

9. Section 5 (“Disability Benefit”) is hereby amended by deleting the words “Actuarial Equivalent of the Normal Retirement Benefit otherwise payable at Normal Retirement Age” and inserting in their place the words “Normal Retirement Benefit”.

10. Section 6 (“Death Benefit”) is hereby amended by deleting from subsection (a) the (A) words “stated percentage of Final Average Compensation, less the Offset Amount as follows:” and (B) chart that follows and inserting in their place the words “Normal Retirement Benefit”.

11. Section 6 (“Death Benefit”) is hereby amended by deleting from subsection (c) the words “lump sum Actuarial Equivalent of the death benefit payable” and inserting in their place the words “amount payable”.

12. Section 7 (“Change in Control”) is hereby amended by deleting from the first full paragraph the words “sixty-five percent (65%) of Final Average Compensation as of the date of Separation from Service, reduced by the Offset Amount” and inserting in their place the words “Normal Retirement Benefit”.

13. Section 13 (“Compliance with Code Section 409A”) is hereby amended by adding the following to the end thereof: “If any payments, or amounts owed under, or related to, this Agreement, as amended, are subject to the excise tax, interest, or penalties imposed under Code Section 409A (collectively, the “Excise Tax”), the Employer shall pay to Executive, no later than the time the Excise Tax is required to be paid by Executive or withheld by the Employer, an additional amount (the “Gross-up Payment”) equal to the sum of the Excise Tax payable by the Executive, plus the amount necessary to put the Executive in the same after-tax position (taking into account any and all applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax and any income and employment taxes imposed on the Gross-up Payment)) that he would have been in if Executive had not incurred any tax liability under Section 409A of the Code.”

14. The provisions of the Plan shall remain applicable except as expressly provided herein.

[Signature page follows]

IN WITNESS WHEREOF, the Company and the Executive have caused this Amendment No. 1 to be executed on this 1st day of October, 2023.

 

CNB BANK

By:

   /s/ Michael D. Peduzzi

Name:

  

Michael D. Peduzzi

Title:

  

President & CEO

EXECUTIVE

By:

   /s/ Richard L. Greslick

Name:

  

Richard L. Greslick

[Signature page to Amendment No. 1 to Executive Salary Continuation Plan Agreement]

v3.23.3
Document and Entity Information
Sep. 30, 2023
Document And Entity Information [Line Items]  
Entity Registrant Name CNB FINANCIAL CORP/PA
Amendment Flag false
Entity Central Index Key 0000736772
Document Type 8-K
Document Period End Date Sep. 30, 2023
Entity Incorporation State Country Code PA
Entity File Number 001-39472
Entity Tax Identification Number 25-1450605
Entity Address, Address Line One 1 South Second Street
Entity Address, Address Line Two PO Box 42
Entity Address, City or Town Clearfield
Entity Address, State or Province PA
Entity Address, Postal Zip Code 16830
City Area Code (814)
Local Phone Number 765-9621
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Common Stock, no par value
Trading Symbol CCNE
Security Exchange Name NASDAQ
Series A Preferred Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Depositary Shares (each representing a 1/40th interest in a share of 7.125% Series A Non-Cumulative, perpetual preferred stock)
Trading Symbol CCNEP
Security Exchange Name NASDAQ
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