0001144204-15-012176 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 26th, 2015 • Citizens & Northern Corp • State commercial banks • Pennsylvania

This Agreement made this 11th day of February, 2015, 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 Stan R. Dunsmore, 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 26th, 2015 • Citizens & Northern Corp • State commercial banks • Pennsylvania

RESTRICTED STOCK AGREEMENT dated as of the 5th day of January, 2015, by and between Citizens & Northern Corporation (the "Corporation") and _______________, an employee of the Corporation or of a subsidiary (the "Recipient").

CITIZENS & NORTHERN CORPORATION RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 26th, 2015 • Citizens & Northern Corp • State commercial banks • Pennsylvania

RESTRICTED STOCK AGREEMENT dated as of the 5th day of January, 2015, by and between Citizens & Northern Corporation (the "Corporation") and________________, an employee of the Corporation or of a subsidiary (the "Recipient").

CITIZENS & NORTHERN CORPORATION INDEPENDENT DIRECTORS STOCK INCENTIVE PLAN
Restricted Stock Agreement • February 26th, 2015 • Citizens & Northern Corp • State commercial banks

A total of Seven Hundred Thirteen (713) shares of RESTRICTED common STOCK, par value $1.00, of Citizens & Northern Corporation, a Pennsylvania business corporation (herein the “Corporation”) is hereby awarded as of January 5, 2015 to _________________(herein the “Director”), subject in all respects to the terms and provisions of the Citizens & Northern Corporation Independent Directors Stock Incentive Plan (herein the “Plan”), dated April 17, 2001 and amended April 15, 2008, which has been adopted by the Corporation’s shareholders and which is incorporated herein by reference.

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