0000950152-08-003565 Sample Contracts

CITIZENS & NORTHERN CORPORATION 1995 STOCK INCENTIVE PLAN (As Amended) RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • May 7th, 2008 • Citizens & Northern Corp • State commercial banks • Pennsylvania

RESTRICTED STOCK AGREEMENT dated as of the 3rd day of January, 2008, by and between Citizens & Northern Corporation (the “Corporation”) and , an employee of the Corporation or of a subsidiary (the “Recipient”).

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INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • May 7th, 2008 • Citizens & Northern Corp • State commercial banks • Pennsylvania

OPTION AGREEMENT dated as of the 3rd day of January 2008, by and between Citizens & Northern Corporation (the “Corporation”) and , an employee of the Corporation or of a subsidiary (the “Optionee”).

CITIZENS & NORTHERN CORPORATION INDEPENDENT DIRECTORS STOCK INCENTIVE PLAN
Stock Option Agreement • May 7th, 2008 • Citizens & Northern Corp • State commercial banks

This Option may not be exercised more than ten (10) years from the date of its grant, and may be exercised during such term only in accordance with the terms of the Plan.

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