0000950152-09-005052 Sample Contracts

CITIZENS & NORTHERN CORPORATION 1995 STOCK INCENTIVE PLAN (As Amended)
Restricted Stock Agreement • May 11th, 2009 • Citizens & Northern Corp • State commercial banks • Pennsylvania

RESTRICTED STOCK AGREEMENT dated as of the 5th day of January, 2009, by and between Citizens & Northern Corporation (the “Corporation”) and , an employee of the Corporation or of a subsidiary (the “Recipient”).

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CITIZENS & NORTHERN CORPORATION INDEPENDENT DIRECTORS STOCK INCENTIVE PLAN
Independent Directors Stock Incentive Plan • May 11th, 2009 • 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.

INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • May 11th, 2009 • Citizens & Northern Corp • State commercial banks • Pennsylvania

OPTION AGREEMENT dated as of the 5th day of January 2009, by and between Citizens & Northern Corporation (the “Corporation”) and , an employee of the Corporation or of a subsidiary (the “Optionee”).

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