CITIZENS & NORTHERN CORPORATION TIME-BASED RESTRICTED STOCK AGREEMENT – INDEPENDENT DIRECTORS
EXHIBIT 10.3
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CITIZENS & NORTHERN CORPORATION
2023 EQUITY INCENTIVE PLAN
TIME-BASED RESTRICTED STOCK AGREEMENT – INDEPENDENT DIRECTORS
RESTRICTED STOCK AGREEMENT dated as of the 31st day of January 2024, by and between Citizens & Northern Corporation (the "Corporation") and __________ ________________________________________ a member of the Board of Directors of the Corporation or of a subsidiary (the "Recipient").
Pursuant to the Citizens & Northern Corporation 2023 Equity Incentive Plan (the "Plan"), the Compensation Committee of the Board of Directors (the "Committee") has determined that the Recipient is to be granted, on the terms and conditions set forth herein, 1,000 Restricted Shares of the Corporation's common stock (“Stock”) and hereby grants such Restricted Shares.
This Certificate and the shares of Stock hereby represented are subject to the provisions of the Corporation’s 2023 Equity Incentive Plan and a certain agreement entered into between the owner and the Corporation pursuant to said Plan. The release of the Certificate and the shares of Stock hereby represented from such provision shall occur only as provided by said Plan and Agreement, a copy of which are on file in the office of the Secretary of the Corporation.
Upon the lapse or satisfaction of the restrictions, conditions and terms applicable to such Restricted Stock, a certificate for the shares of Stock without such legend shall be issued to the Recipient.
6. | Non-Transferability of Restricted Stock. The Restricted Stock and this Restricted Stock Agreement shall not be transferable. |
7. | Change in Control. If a Change in Control, as defined in Section 4.2 of the Plan occurs, all shares of Restricted Stock shall become fully vested immediately. |
8. | Notices. Any notice required or permitted under this Restricted Stock Agreement shall be deemed given when delivered personally, or when deposited in a United States Post Office, postage prepaid, addressed, as appropriate, to the Recipient either at his or her address as reflected in the Corporation’s records as the Recipient’s last known address. |
9. | Failure to Enforce Not a Waiver. The failure of the Corporation to enforce at any time any provision of this Restricted Stock Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof. |
10. | Governing Law. This Restricted Stock Agreement shall be governed by and construed according to the laws of the Commonwealth of Pennsylvania. |
11. | Incorporation of Plan. The Plan is hereby incorporated by reference and made a part hereof, and the Restricted Stock and this Restricted Stock Agreement are subject to all terms and conditions of the Plan. |
IN WITNESS WHEREOF, the parties have executed this Restricted Stock Agreement on the day and year first above written.
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By
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J. Xxxxxxx Xxxxxxx – President & CEO
The undersigned hereby accepts and agrees to all the terms and provisions of the foregoing Restricted Stock Agreement and to all the terms and provisions of the Citizens & Northern Corporation 2023 Equity Incentive Plan herein incorporated by reference.
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Recipient