Commercial National Financial Corp Watch

from 10-K 5 pages Amended and Restated Employment Agreement

from 10-K 3 pages Item 4.01 Changes in Registrant’s Certifying Accountant

from 10-K 3 pages Amended and Restated Employment Agreement

from 10-Q 32 pages Stock Purchase Agreement

from 10-K/A ~1 page Resignation. Executive Hereby Resigns as the Bank’s President and Chief Executive Officer as an Employee of the Bank, and as an Employee, Officer, Director or Board Committee Member of the Bank and Each Affiliate (As Defined in the Employment Agreement) of the Bank Including, Without Limitation, Commercial National Financial Corporation, Commercial National Insurance Services, Inc., Gooder Agency, Inc., and Highview Trust Company, Effective as of the Effective Date. Payments. in Consideration of Executive’s Resignation and in Settlement of Executive’s Rights Under the Employment Agreement, Executive Shall Be Entitled to Receive From the Bank: Payment of All Accrued and Unpaid Annual Salary (As Defined in the Employment Agreement and Which, for All Purposes of This Release, Shall Be at the Annual Rate of $156,171) and Benefits (As Defined in the Employment Agreement) Through the Effective Date; Payment (In Bi-Weekly Installments) of Monthly Severance Payments Equal to One-Twelfth of Executive’s Annual Salary From the Effective Date Through April 30, 2004;

from 10-K ~10 pages “Affiliate” Means, With Respect to the Bank, a Corporation, Partnership, Trust, Association, Joint Venture, Limited Liability Company or Other Entity, Directly or Indirectly Controlling, Controlled by or Under Common Control With the Bank. as of the Date of This Agreement, the Affiliates of the Bank Are the Holding Company, Commercial National Insurance Services, Inc, and Gooder Agency, Inc. “Benefits” Means the Benefits Described in Sections 3.3 and 3.4. “Board” Means the Board of Directors of the Bank. “Cause” Means the Occurrence of Any of the Following: Executive’s Material Breach of Any of His Obligations Under This Agreement or Any Fiduciary Duty Owned to the Bank, or Any of Its Affiliates, and His Failure to Cure Such Breach Within 30 Days After Written Notice Thereof From the Bank; Executive’s Failure, Refusal or Inability (Other Than Due to Mental or Physical Disability) to Perform, in Any Material Respect, His Duties to the Bank or Any of Its Affiliates, Which Failure Continues for More Than Fifteen (15) Days After Written Notice Thereof From the Bank; Executive’s Abuse of Alcohol or Use of Illegal Drugs (Other Than in Accordance With a Physician’s Prescription) Which, in the Sole Judgment of the Board, Has an Adverse Effect on the Bank or Any of Its Affiliates, or the Reputation of Any of Them;

from 10-Q ~10 pages “Affiliate” Means, With Respect to the Bank, a Corporation, Partnership, Trust, Association, Joint Venture, Limited Liability Company or Other Entity, Directly or Indirectly Controlling, Controlled by or Under Common Control With the Bank. as of the Date of This Agreement, the Affiliates of the Bank Are the Holding Company, Commercial National Insurance Services, Inc, and Gooder Agency, Inc. “Benefits” Means the Benefits Described in Sections 3.3 and 3.4. “Board” Means the Board of Directors of the Bank. “Cause” Means the Occurrence of Any of the Following: Executive’s Material Breach of Any of His Obligations Under This Agreement or Any Fiduciary Duty Owned to the Bank, or Any of Its Affiliates, and His Failure to Cure Such Breach Within 30 Days After Written Notice Thereof From the Bank; Executive’s Failure, Refusal or Inability (Other Than Due to Mental or Physical Disability) to Perform, in Any Material Respect, His Duties to the Bank or Any of Its Affiliates, Which Failure Continues for More Than Fifteen (15) Days After Written Notice Thereof From the Bank; Executive’s Abuse of Alcohol or Use of Illegal Drugs (Other Than in Accordance With a Physician’s Prescription) Which, in the Sole Judgment of the Board, Has an Adverse Effect on the Bank or Any of Its Affiliates, or the Reputation of Any of Them;

from 10-Q ~10 pages “Affiliate” Means, With Respect to the Bank, a Corporation, Partnership, Trust, Association, Joint Venture, Limited Liability Company or Other Entity, Directly or Indirectly Controlling, Controlled by or Under Common Control With the Bank. as of the Date of This Agreement, the Affiliates of the Bank Are the Holding Company, Commercial National Insurance Services, Inc, and Gooder Agency, Inc. “Benefits” Means the Benefits Described in Sections 3.3 and 3.4. “Board” Means the Board of Directors of the Bank. “Cause” Means the Occurrence of Any of the Following: Executive’s Material Breach of Any of His Obligations Under This Agreement or Any Fiduciary Duty Owned to the Bank, or Any of Its Affiliates, and His Failure to Cure Such Breach Within 30 Days After Written Notice Thereof From the Bank; Executive’s Failure, Refusal or Inability (Other Than Due to Mental or Physical Disability) to Perform, in Any Material Respect, His Duties to the Bank or Any of Its Affiliates, Which Failure Continues for More Than Fifteen (15) Days After Written Notice Thereof From the Bank; Executive’s Abuse of Alcohol or Use of Illegal Drugs (Other Than in Accordance With a Physician’s Prescription); Executive’s Illegal Conduct or Gross Misconduct Which Is Materially and Demonstrably Injurious to the Bank or Any of Its Affiliates Including, Without Limitation, Fraud, Embezzlement, Theft or Proven Dishonesty in the Course of His Employment; Or