EXHIBIT 10.3
CITIZENS & NORTHERN CORPORATION
INDEPENDENT DIRECTORS STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT
A STOCK OPTION for a total of ______________ SHARES of common stock, par
value $1.00, of Citizens & Northern Corporation, a Pennsylvania business
corporation (herein the "Corporation") is hereby granted as of January 3, 2005
to ____________________ (herein the "Director"), subject in all respects to the
terms and provisions of Citizens & Northern Corporation Independent Stock
Incentive Plan (herein the "Plan"), dated April 17, 2001, which has been adopted
by the Corporation's shareholders and which is incorporated herein by reference.
The option price as determined under paragraph 8 of the Plan is
__________________ ($______) Dollars per share.
This Option may not be exercised more than ten (10) years from the date of
its grant, and may be exercised during such term only in accordance with the
terms of the Plan.
RESTRICTED STOCK AGREEMENT
A total of __________ SHARES of RESTRICTED common STOCK, par value $1.00,
of Citizens & Northern Corporation, a Pennsylvania business corporation (herein
the "Corporation") is hereby awarded as of January 3, 2005 to
_______________________ (herein the "Director"), subject in all respects to the
terms and provisions of Citizens & Northern Corporation Independent Stock
Incentive Plan (herein the "Plan"), dated April 17, 2001, which has been adopted
by the Corporation's shareholders and which is incorporated herein by reference.
These shares cannot be sold, exchanged, transferred, pledged or otherwise
disposed of, except in accordance with the Plan. These transferability
restrictions will lapse as follows: ___ shares on _______ __, 2___ ; ___ shares
on _________ __, 2___; and ___ shares on _________ __, 2___.
Dated: January 3, 2005
CITIZENS & NORTHERN CORPORATION
BY
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Xxxxx X. Xxxxxxxxxx
Chairman, President &
Chief Executive Officer
ATTEST:
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Xxxxxxxx X. Xxxxxx
Corporate Secretary
The Director acknowledges receipt of a copy of the Plan, and represents
that he or she is familiar with the terms and provisions thereof. The Director
hereby accepts this Option and Award subject to all the terms and provisions of
the Plan.
Dated:
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Director
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