Citizens Financial Services Inc Sample Contracts

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AMENDED & RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 8th, 2012 • Citizens Financial Services Inc • State commercial banks • Pennsylvania

THIS AGREEMENT between Citizens Financial Services, Inc. (the “Corporation”) and First Citizens National Bank (the “Bank”) and Randall E. Black (the “Executive”) is hereby amended and restated in its entirety effective December 31, 2008. This Agreement was originally executed on April 20, 2004 (the “Effective Date”) and was subsequently amended and restated on December 16, 2005 and September 19, 2006, respectively.

Citizens Financial Services, Inc. and HV Bancorp, Inc. Sign Definitive Merger Agreement
Citizens Financial • October 19th, 2022 • Citizens Financial Services Inc • State commercial banks

This strategically compelling merger is expected to enhance and expand CZFS’s presence in communities located in Montgomery, Bucks and Philadelphia Counties in Pennsylvania, New Castle County in Delaware, and Burlington County in New Jersey. Travis J. Thompson, currently the Chief Executive Officer of HVBC, and Robert J. Marino, currently the President of HVBC, will be employed as senior officers of FCCB.

AMENDMENT TO THE CHANGE IN CONTROL AGREEMENT BY AND BETWEEN MICKEY L. JONES, CITIZENS FINANCIAL SERVICES, INC. AND FIRST CITIZENS NATIONAL BANK
Change in Control Agreement • August 9th, 2012 • Citizens Financial Services Inc • State commercial banks • Pennsylvania

WHEREAS, Mickey L. Jones entered into a change in control agreement with First Citizens National Bank (the “Bank”) and Citizens Financial Service, Inc.(the “Company”); and

Contract
Agreement and Plan of Merger • October 19th, 2022 • Citizens Financial Services Inc • State commercial banks • Pennsylvania
CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • December 21st, 2017 • Citizens Financial Services Inc • State commercial banks • Pennsylvania

This AGREEMENT ("Agreement") is hereby entered into as of December 20, 2017, (the "Effective Date"), by and between FIRST CITIZENS COMMUNITY BANK (the "Bank"), Jeffrey B. Carr ("Executive"), and CITIZENS FINANCIAL SERVICES, INC. (the "Company"), the holding company of the Bank, as guarantor.

AGREEMENT AND PLAN OF MERGER BY AND AMONG CITIZENS FINANCIAL SERVICES, INC., FIRST CITIZENS COMMUNITY BANK AND THE FIRST NATIONAL BANK OF FREDERICKSBURG DATED AS OF JUNE 30, 2015
Agreement and Plan of Merger • July 1st, 2015 • Citizens Financial Services Inc • State commercial banks • Pennsylvania

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of June 30, 2015, is entered into by and among Citizens Financial Services, Inc., a Pennsylvania corporation (“Citizens”), First Citizens Community Bank, a Pennsylvania-chartered commercial bank (“First Citizens”), and The First National Bank of Fredericksburg, a national banking association (“FNB”).

AGREEMENT AND PLAN OF MERGER BY AND BETWEEN CITIZENS FINANCIAL SERVICES, INC., AND MIDCOAST COMMUNITY BANCORP, INC. DATED AS OF SEPTEMBER 18, 2019
Agreement and Plan of Merger • September 18th, 2019 • Citizens Financial Services Inc • State commercial banks • Pennsylvania

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of September 18, 2019, is entered into by and between Citizens Financial Services, Inc. (“Citizens”), and MidCoast Community Bancorp, Inc. (“MidCoast”), each a Pennsylvania corporation.

RESTRICTED STOCK AWARD AGREEMENT CITIZENS FINANCIAL SERVICES, INC.
Restricted Stock Award Agreement • August 9th, 2012 • Citizens Financial Services Inc • State commercial banks

Citizen Financial Services, Inc. (the “Corporation”) provides this Award Agreement (the “Agreement”) to (the “Participant”), effective as of (the “Grant Date”), the date the Compensation/Human Resources Committee of the Board of Directors (the “Committee”) awarded the Participant a Restricted Stock Award pursuant to the Citizens Financial Services, Inc. 2006 Restricted Stock Plan (the “Plan”), subject to the terms and conditions of the Plan and this Agreement:

SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • April 16th, 2021 • Citizens Financial Services Inc • State commercial banks • Pennsylvania

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of April 16, 2021, and is made by and among Citizens Financial Services, Inc. (“Company”), and each of the noteholders named on Schedule I hereto (each a “Noteholder” and together, the “Noteholders”). Capitalized terms that are not otherwise defined shall have the meanings set forth in Section 1 hereof.

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • November 22nd, 2023 • Citizens Financial Services Inc • State commercial banks • Pennsylvania

This CHANGE IN CONTROL AGREEMENT (“Agreement”) is hereby entered into as of November 21, 2023 (the “Effective Date”), by and between FIRST CITIZENS COMMUNITY BANK (the “Bank”), CITIZENS FINANCIAL SERVICES, INC. (the “Company”), the holding company of the Bank, as guarantor, and Stephen J. Guillaume (“Executive”).

AMENDMENT TO THE EMPLOYMENT AGREEMENT BY AND BETWEEN RANDALL E. BLACK, CITIZENS FINANCIAL SERVICES, INC. AND FIRST CITIZENS NATIONAL BANK
Employment Agreement • August 9th, 2012 • Citizens Financial Services Inc • State commercial banks • Pennsylvania

WHEREAS, the Boards of Directors of the Bank and Company resolved to amend the Employment Agreement effective June 29, 2012 to reflect the Bank’s new name and effective as of the date hereof, to accelerate Mr. Black’s outstanding restricted stock awards in the event the Bank or the Company terminated his employment without Cause (as defined in his Employment Agreement).

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER Recitals
Agreement and Plan of Merger • December 12th, 2019 • Citizens Financial Services Inc • State commercial banks
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER Recitals
Agreement and Plan of Merger • December 10th, 2019 • Citizens Financial Services Inc • State commercial banks
AMENDMENT TO THE CHANGE IN CONTROL AGREEMENT BY AND BETWEEN TERRY B. OSBORNE, CITIZENS FINANCIAL SERVICES, INC. AND FIRST CITIZENS NATIONAL BANK
Control Agreement • August 9th, 2012 • Citizens Financial Services Inc • State commercial banks • Pennsylvania

WHEREAS, Terry B. Osborne entered into a change in control agreement with First Citizens National Bank (the “Bank”) and Citizens Financial Service, Inc.(the “Company”); and

VOTING AGREEMENT
Voting Agreement • October 19th, 2022 • Citizens Financial Services Inc • State commercial banks • Pennsylvania

This VOTING AGREEMENT (this “Agreement”) is dated as of October 18, 2022, by and between the undersigned holder (“Shareholder”) of common stock, par value $0.01 per share (“HVBC Common Stock”), of HV Bancorp, Inc., a Pennsylvania corporation (“HVBC”), and Citizens Financial Services, Inc., a Pennsylvania corporation (“CZFS”). All terms used herein and not defined herein shall have the meanings assigned thereto in the Merger Agreement (as defined below).

Citizens Financial Amends Purchase and Assumption Agreement Related to the Previously Announced New York Branch Acquisition
Assumption Agreement • September 13th, 2005 • Citizens Financial Services Inc • State commercial banks

MANSFIELD, PENNSYLVANIA - September 13, 2005 - Citizens Financial Services, Incorporated (OTC BB: CZFS) (the “Company”), parent company of First Citizens National Bank (the “Bank”), has executed an amendment to the Purchase and Assumption Agreement originally dated August 22, 2005 with Fulton Savings Bank, a New York state-chartered mutual savings bank headquartered in Fulton, New York, to acquire the Hannibal Branch of Fulton Savings Bank located at 409 Fulton Street, Hannibal, New York 13074. The amendment was executed on September 13, 2005.

CONSULTING AND NON-COMPETE AGREEMENT
Consulting and Non-Compete Agreement • March 18th, 2004 • Citizens Financial Services Inc • State commercial banks • Pennsylvania

CITIZENS FINANCIAL SERVICES, INC. ("Corporation"), a Pennsylvania business corporation having a place of business at 15 South Main Street, Mansfield, Pennsylvania 16933; FIRST CITIZENS NATIONAL BANK ("Bank"), a national association, having a place of business at 15 South Main Street, Mansfield, Pennsylvania 16933; and RICHARD E. WILBER, an adult individual with an address at 559 East Lake Road, Penn Yan, NY 14527 ("Wilber" or "Consultant"), (sometimes referred to collectively as the "Parties.")

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