0000739421-12-000083 Sample Contracts

AMENDMENT TO THE CHANGE IN CONTROL AGREEMENT BY AND BETWEEN MICKEY L. JONES, CITIZENS FINANCIAL SERVICES, INC. AND FIRST CITIZENS NATIONAL BANK
Change in Control Agreement • August 9th, 2012 • Citizens Financial Services Inc • State commercial banks • Pennsylvania

WHEREAS, Mickey L. Jones entered into a change in control agreement with First Citizens National Bank (the “Bank”) and Citizens Financial Service, Inc.(the “Company”); and

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RESTRICTED STOCK AWARD AGREEMENT CITIZENS FINANCIAL SERVICES, INC.
Restricted Stock Award Agreement • August 9th, 2012 • Citizens Financial Services Inc • State commercial banks

Citizen Financial Services, Inc. (the “Corporation”) provides this Award Agreement (the “Agreement”) to (the “Participant”), effective as of (the “Grant Date”), the date the Compensation/Human Resources Committee of the Board of Directors (the “Committee”) awarded the Participant a Restricted Stock Award pursuant to the Citizens Financial Services, Inc. 2006 Restricted Stock Plan (the “Plan”), subject to the terms and conditions of the Plan and this Agreement:

AMENDMENT TO THE EMPLOYMENT AGREEMENT BY AND BETWEEN RANDALL E. BLACK, CITIZENS FINANCIAL SERVICES, INC. AND FIRST CITIZENS NATIONAL BANK
Employment Agreement • August 9th, 2012 • Citizens Financial Services Inc • State commercial banks • Pennsylvania

WHEREAS, the Boards of Directors of the Bank and Company resolved to amend the Employment Agreement effective June 29, 2012 to reflect the Bank’s new name and effective as of the date hereof, to accelerate Mr. Black’s outstanding restricted stock awards in the event the Bank or the Company terminated his employment without Cause (as defined in his Employment Agreement).

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