0001144204-11-011876 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 1st, 2011 • Citizens & Northern Corp • State commercial banks • Pennsylvania

This Agreement made this 19th day of January, 2011, between Citizens & Northern Corporation, a bank holding company registered under the Bank Holding Company Act of 1956, as amended, and a Pennsylvania corporation (the “Company”) and John M. Reber, a director, officer or representative (as hereinafter defined) of the Company (the “Indemnitee”);

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INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • March 1st, 2011 • Citizens & Northern Corp • State commercial banks • Pennsylvania

OPTION AGREEMENT dated as of the 4th day of January 2011, by and between Citizens & Northern Corporation (the "Corporation") and «name», an employee of the Corporation or of a subsidiary (the "Optionee"). ­

CITIZENS & NORTHERN CORPORATION RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 1st, 2011 • Citizens & Northern Corp • State commercial banks • Pennsylvania

RESTRICTED STOCK AGREEMENT dated as of the 4th day of January, 2011, by and between Citizens & Northern Corporation (the "Corporation") and «name», an employee of the Corporation or of a subsidiary (the "Recipient").

CITIZENS & NORTHERN CORPORATION INDEPENDENT DIRECTORS STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT
Independent Directors Stock Incentive Plan • March 1st, 2011 • Citizens & Northern Corp • State commercial banks

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.

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