0001144204-18-009237 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 15th, 2018 • Citizens & Northern Corp • State commercial banks • Pennsylvania

This Agreement made this 9th day of January, 2018, 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 Tracy E. Watkins, a director, officer or representative (as hereinafter defined) of the Company (the “Indemnitee”);

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CITIZENS & NORTHERN CORPORATION RESTRICTED STOCK AGREEMENT – NON-EXECUTIVE OFFICER
Restricted Stock Agreement • February 15th, 2018 • Citizens & Northern Corp • State commercial banks • Pennsylvania

RESTRICTED STOCK AGREEMENT dated as of the 3rd day of January, 2018, by and between Citizens & Northern Corporation (the "Corporation") and __________ an employee of the Corporation or of a subsidiary (the "Recipient").

CITIZENS & NORTHERN CORPORATION RESTRICTED STOCK AGREEMENT – EXECUTIVE OFFICER
Restricted Stock Agreement • February 15th, 2018 • Citizens & Northern Corp • State commercial banks • Pennsylvania

RESTRICTED STOCK AGREEMENT dated as of the 3rd day of January, 2018, by and between Citizens & Northern Corporation (the "Corporation") and_____________________ an employee of the Corporation or of a subsidiary (the "Recipient").

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 15th, 2018 • Citizens & Northern Corp • State commercial banks • Pennsylvania

THIS CHANGE IN CONTROL AGREEMENT (“Agreement”) is entered into as of the 9th day of January, 2018, by and among CITIZENS & NORTHERN CORPORATION, a Pennsylvania corporation (the “Corporation”), CITIZENS & NORTHERN BANK, a Pennsylvania bank (the “Bank”), and Tracy E. Watkins, an employee of the Corporation and/or the Bank and/or of a subsidiary of either (the “Employee”). The Corporation and the Bank are collectively referred to herein as the “Employer.”

CITIZENS & NORTHERN CORPORATION INDEPENDENT DIRECTORS STOCK INCENTIVE PLAN
Independent Directors Stock Incentive Plan • February 15th, 2018 • Citizens & Northern Corp • State commercial banks

A total of Eight Hundred Twenty Six (826) 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 3, 2018 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, which has been adopted by the Corporation’s shareholders and which is incorporated herein by reference.

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