0001144204-12-010735 Sample Contracts

INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • February 24th, 2012 • Citizens & Northern Corp • State commercial banks • Pennsylvania

OPTION AGREEMENT dated as of the 4th day of January 2012, by and between Citizens & Northern Corporation (the "Corporation") and «name», an employee of the Corporation or of a subsidiary (the "Optionee").

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CITIZENS & NORTHERN CORPORATION RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 24th, 2012 • Citizens & Northern Corp • State commercial banks • Pennsylvania

RESTRICTED STOCK AGREEMENT dated as of the 4th day of January, 2012, 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
Independent Directors Stock Incentive Plan • February 24th, 2012 • 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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