0001144204-13-010482 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 21st, 2013 • Citizens & Northern Corp • State commercial banks • Pennsylvania

This Agreement made this 2nd day of January, 2013, 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 Shelley L. D’Haene, a director, officer or representative (as hereinafter defined) of the Company (the “Indemnitee”);

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CITIZENS & NORTHERN CORPORATION RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 21st, 2013 • Citizens & Northern Corp • State commercial banks • Pennsylvania

RESTRICTED STOCK AGREEMENT dated as of the 3rd day of January, 2013, by and between Citizens & Northern Corporation (the "Corporation") and «name», an employee of the Corporation or of a subsidiary (the "Recipient").

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 21st, 2013 • Citizens & Northern Corp • State commercial banks • Pennsylvania

THIS CHANGE IN CONTROL AGREEMENT (“Agreement”) is entered into as of the 1st day of January, 2013, by and among CITIZENS & NORTHERN CORPORATION, a Pennsylvania corporation (the “Corporation”), CITIZENS & NORTHERN BANK, a Pennsylvania bank (the “Bank”), and SHELLEY L. D’HAENE, an employee of the Corporation and/or the Bank and/or of a subsidiary of either (the “Employee”). The Corporation and the Bank are collectively referred to herein as the “Employer.”

INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • February 21st, 2013 • Citizens & Northern Corp • State commercial banks • Pennsylvania

OPTION AGREEMENT dated as of the 3rd day of January 2013, by and between Citizens & Northern Corporation (the "Corporation") and «name», an employee of the Corporation or of a subsidiary (the "Optionee").

CITIZENS & NORTHERN CORPORATION INDEPENDENT DIRECTORS STOCK INCENTIVE PLAN
Stock Option Agreement • February 21st, 2013 • 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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