0001564590-15-006993 Sample Contracts

Cortland Bancorp Non-Qualified Stock Option Agreement
Non-Qualified Stock Option Agreement • August 11th, 2015 • Cortland Bancorp Inc • Savings institution, federally chartered

Cortland Bancorp, an Ohio corporation, grants to (the “Optionee”), an option to purchase the total number of shares of Cortland Bancorp common stock, stated in the attached Notice of Grant effective , 20 , at the price specified in the Notice of Grant, subject in all respects to the terms, definitions, and provisions of Cortland Bancorp’s 2015 Omnibus Equity Plan, which is incorporated herein by reference. Unless otherwise defined herein, terms defined in the Omnibus Equity Plan have the same defined meanings herein.

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Cortland Bancorp Restricted Stock Award Agreement
Restricted Stock Award Agreement • August 11th, 2015 • Cortland Bancorp Inc • Savings institution, federally chartered

Cortland Bancorp, an Ohio corporation, hereby grants Restricted Stock in accordance with Cortland Bancorp’s 2015 Director Equity Plan to (the “Participant”), subject to the terms and conditions of the 2015 Director Equity Plan and this Restricted Stock Award Agreement. Terms defined in the 2015 Director Equity Plan are used in this Restricted Stock Award Agreement as they are defined in the 2015 Director Equity Plan.

Cortland Bancorp Incentive Stock Option Agreement
Incentive Stock Option Agreement • August 11th, 2015 • Cortland Bancorp Inc • Savings institution, federally chartered

Cortland Bancorp, an Ohio corporation, grants to (the “Optionee”) an option to purchase the total number of shares of Cortland Bancorp common stock, stated in the attached Notice of Grant effective , 20 , at the price specified in the Notice of Grant, subject in all respects to the terms, definitions, and provisions of Cortland Bancorp’s 2015 Omnibus Equity Plan, which is incorporated herein by reference. Unless otherwise defined herein, terms defined in the Omnibus Equity Plan have the same defined meanings herein.

Cortland Bancorp Restricted Stock Award Agreement
Restricted Stock Award Agreement • August 11th, 2015 • Cortland Bancorp Inc • Savings institution, federally chartered

Cortland Bancorp, an Ohio corporation, hereby grants Restricted Stock in accordance with Cortland Bancorp’s 2015 Omnibus Equity Plan to (the “Participant”), subject to the terms and conditions of the 2015 Omnibus Equity Plan and this Restricted Stock Award Agreement. Terms defined in the 2015 Omnibus Equity Plan are used in this Restricted Stock Award Agreement as they are defined in the 2015 Omnibus Equity Plan.

Cortland Bancorp Non-Qualified Stock Option Agreement
Qualified Stock Option Agreement • August 11th, 2015 • Cortland Bancorp Inc • Savings institution, federally chartered

Cortland Bancorp, an Ohio corporation, grants to (the “Optionee”), an option to purchase the total number of shares of Cortland Bancorp common stock, stated in the attached Notice of Grant effective , 20 , at the price specified in the Notice of Grant, subject in all respects to the terms, definitions, and provisions of Cortland Bancorp’s 2015 Director Equity Plan, which is incorporated herein by reference. Unless otherwise defined herein, terms defined in the Director Equity Plan have the same defined meanings herein.

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