0001144204-14-010764 Sample Contracts

CITIZENS & NORTHERN CORPORATION RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 20th, 2014 • Citizens & Northern Corp • State commercial banks • Pennsylvania

RESTRICTED STOCK AGREEMENT dated as of the 3rd day of January, 2014, by and between Citizens & Northern Corporation (the "Corporation") and «name», an employee of the Corporation or of a subsidiary (the "Recipient").

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CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 20th, 2014 • Citizens & Northern Corp • State commercial banks • Pennsylvania

THIS CHANGE IN CONTROL AGREEMENT (“Agreement”) is entered into as of the 31st day of December, 2003, by and among CITIZENS & NORTHERN CORPORATION, a Pennsylvania corporation (the “Corporation”), CITIZENS & NORTHERN BANK, a Pennsylvania bank (the “Bank”), and DAWN A. BESSE, 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.”

CITIZENS & NORTHERN CORPORATION INDEPENDENT DIRECTORS STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT
Stock Option Agreement • February 20th, 2014 • 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.

STOCK OPTION AGREEMENT
Stock Option Agreement • February 20th, 2014 • Citizens & Northern Corp • State commercial banks • Pennsylvania

OPTION AGREEMENT dated as of the 3rd day of January, 2014, 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 • February 20th, 2014 • Citizens & Northern Corp • State commercial banks • Pennsylvania

RESTRICTED STOCK AGREEMENT dated as of the 24th day of January, 2014, by and between Citizens & Northern Corporation (the "Corporation") and , an employee of the Corporation or of a subsidiary (the "Recipient").

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