0001193125-13-173430 Sample Contracts

NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE CITIZENS HOLDING COMPANY
Non-Qualified Stock Option Agreement • April 25th, 2013 • Citizens Holding Co /MS/ • State commercial banks

Pursuant to the Citizens Holding Company 2013 Incentive Compensation Plan as amended through the date hereof (the “Plan”), Citizens Holding Company (the “Company”) hereby grants under this agreement (this “Agreement”) to the Optionee named above, who is an employee, consultant or other service provider of the Company or any of its Affiliates, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of Shares specified above at the Option Exercise Price Per Share specified above subject to the terms and conditions set forth herein and in the Plan. The Stock Option is not intended to be an “incentive stock option” under Section 422 of the Code. Capitalized terms in this Agreement shall have the meanings specified in the Plan, unless a different meaning is specified herein.

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INCENTIVE STOCK OPTION AGREEMENT UNDER THE CITIZENS HOLDING COMPANY
Incentive Stock Option Agreement • April 25th, 2013 • Citizens Holding Co /MS/ • State commercial banks

Pursuant to the Citizens Holding Company 2013 Incentive Compensation Plan as amended through the date hereof (the “Plan”), Citizens Holding Company (the “Company”) hereby grants under this agreement (this “Agreement”) to the Optionee named above, who is an employee of the Company or any Subsidiary, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of Shares specified above at the Option Exercise Price Per Share specified above subject to the terms and conditions set forth herein and in the Plan. Capitalized terms in this Agreement shall have the meanings specified in the Plan, unless a different meaning is specified herein.

RESTRICTED SHARE AWARD AGREEMENT UNDER THE CITIZENS HOLDING COMPANY
Restricted Share Award Agreement • April 25th, 2013 • Citizens Holding Co /MS/ • State commercial banks

Pursuant to the Citizens Holding Company 2013 Incentive Compensation Plan as amended through the date hereof (the “Plan”), Citizens Holding Company (the “Company”) hereby grants under this Agreement (the “Agreement”) to the Grantee named above the number of Restricted Shares specified above (the “Restricted Shares”), subject to the restrictions and conditions set forth in this Agreement and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Restricted Shares in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to Committee. Capitalized terms in this Agreement shall have the meanings specified in the Plan, unless a different meaning is specified herein.

NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE CITIZENS HOLDING COMPANY
Non-Qualified Stock Option Agreement • April 25th, 2013 • Citizens Holding Co /MS/ • State commercial banks

Pursuant to the Citizens Holding Company 2013 Incentive Compensation Plan as amended through the date hereof (the “Plan”), Citizens Holding Company (the “Company”) hereby grants under this agreement (this “Agreement”) to the Optionee named above, who is a director of the Company but is not an employee of the Company or any Subsidiary, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of Shares specified above at the Option Exercise Price Per Share specified above subject to the terms and conditions set forth herein and in the Plan. The Stock Option is not intended to be an “incentive stock option” under Section 422 of the Code. Capitalized terms in this Agreement shall have the meanings specified in the Plan, unless a different meaning is specified herein.

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