0001558370-21-002437 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 5th, 2021 • Citizens & Northern Corp • State commercial banks • Pennsylvania

This Agreement made this 16th day of February, 2021, 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 Blair T. Rush, a director, officer or representative (as hereinafter defined) of the Company (the “Indemnitee”);

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CITIZENS & NORTHERN CORPORATION TIME-BASED RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 5th, 2021 • Citizens & Northern Corp • State commercial banks • Pennsylvania

RESTRICTED STOCK AGREEMENT dated as of the 29th day of January 2021, by and between Citizens & Northern Corporation (the "Corporation") and an employee of the Corporation or of a subsidiary (the "Recipient").

CITIZENS & NORTHERN CORPORATION PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT
Performance-Based Restricted Stock Agreement • March 5th, 2021 • Citizens & Northern Corp • State commercial banks • Pennsylvania

RESTRICTED STOCK AGREEMENT dated as of the 29th day of January 2021, by and between Citizens & Northern Corporation (the "Corporation") and _____________ an employee of the Corporation or of a subsidiary (the "Recipient").

EMPLOYMENT AGREEMENT
Employment Agreement • March 5th, 2021 • Citizens & Northern Corp • State commercial banks • Pennsylvania

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of December 18, 2019 by and among CITIZENS & NORTHERN CORPORATION, a Pennsylvania business corporation (the "Corporation"), CITIZENS & NORTHERN BANK (the "Bank"), a Pennsylvania chartered bank, and Blair T. Rush, an adult individual ("Employee").

INDEPENDENT DIRECTORS STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 5th, 2021 • Citizens & Northern Corp • State commercial banks

A total of ______ 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 29, 2021 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, April 19, 2018, and December 20, 2018, and is incorporated herein by reference.

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