EXHIBIT 10.1


 


CITIZENS & NORTHERN CORPORATION


 


 


CITIZENS & NORTHERN CORPORATION


1995 STOCK INCENTIVE PLAN (As Amended)


 


RESTRICTED STOCK AGREEMENT


 


 


RESTRICTED STOCK AGREEMENT dated as of
the 2nd day of March, 2015, by and between Citizens & Northern Corporation (the "Corporation") and J.
Bradley Scovill, an employee of the Corporation or of a subsidiary (the "Recipient").


 


Pursuant to the Citizens & Northern
Corporation 1995 Stock Incentive Plan (the "Plan"), as amended, the Compensation Committee of the Board of Directors
(the "Committee") has determined that the Recipient is to be granted, on the terms and conditions set forth herein, 5,174
Restricted Shares of the Corporation's common stock and hereby grants such Restricted Shares.


 


		1.	Number of Shares and Price. Restricted Stock shall consist of 5,174 shares of Stock that
will be acquired by and issued to the Recipient at a designated time approved by the board of directors, for no purchase price,
and under and subject to such transfer, forfeiture and other restrictions, conditions or terms as shall be determined by the Committee,
including but not limited to prohibitions against transfer and substantial risks of forfeiture within the meaning of Section 83
of the Code.



 


		2.	Rights of Recipient. Except as otherwise provided in the Plan or this Restricted Stock Agreement,
a Recipient of shares of Restricted Stock shall have all the rights as does a holder of Stock, including without limitation the
right to vote such shares and receive dividends with respect thereto; however, during the time period of any restrictions, conditions
or terms applicable to such Restricted Stock, the shares thereof and the right to vote the same and receive dividends thereon shall
not be sold, assigned, transferred, exchanged, pledged, hypothecated, encumbered or otherwise disposed of except as permitted by
the Plan or this Restricted Stock Agreement. Cash dividends shall be paid out and shall not participate in Dividend Reinvestment.
Stock dividends resulting in whole shares shall be added to the shares held in the Restricted Account and shall be distributed
to the Recipient with subsequent distributions of any Award for which they accrued. Partial shares that result from any stock dividend
shall be paid to the Recipient in cash at the time of the payment of the stock dividend. If the Restricted Shares expire due to
forfeiture as set forth in section 5, all shares accrued by virtue of stock dividends shall be forfeited.



 


		3.	Holding of Restricted Shares. Each certificate for shares of Restricted Stock shall be deposited
with the Secretary of the Corporation, or the office thereof, and shall bear a legend in substantially the following form and content:



 






    	 



    	 



    

 


			This Certificate and the shares of Stock hereby represented are subject
to the provisions of the Corporation's Stock Incentive Plan and this Agreement entered into between the owner and the Corporation
pursuant to said Plan. The release of the Certificate and the shares of Stock hereby represented from such provision shall occur
only as provided by said Plan and Agreement, a copy of which are on file in the office of the Secretary of the Corporation.



 


			Upon the lapse or satisfaction of the restrictions, conditions and
terms applicable to such Restricted Stock, a certificate for the shares of Stock free thereof with such legend shall be issued
to the Recipient.



 


		4.	Release and Lapse of Restricted Shares. One-third of the total shares will be distributed
on the first anniversary date of this award; one-third of the total shares will be distributed on the second anniversary date of
this award and the final one-third of the total shares will be distributed on the third anniversary date of this award. No partial
shares may be released, thus an amount equal to the next whole share amount will be released. The shares released may be in certificate
form, or may be directed to be held in a custodial account designated by the Recipient.



 


		5.	Terms of Forfeiture. If the Recipient's employment with the Corporation, or a subsidiary,
ceases for any reason prior to the lapse of the restrictions, conditions or terms applicable to his Restricted Stock, all of the
Recipient's Restricted Stock still subject to unexpired restrictions, conditions or terms shall be forfeited absolutely by the
Recipient to the Corporation without payment or delivery of any consideration or other thing of value by the Corporation or its
affiliates, and thereupon and thereafter neither the Recipient nor his heirs, personal or legal representatives, successors, assigns,
beneficiaries, or any claimants under the Recipient's Last Will or laws of descent and distribution, shall have any rights or claims
against the Corporation or its affiliates with respect thereto. Except in the case of disability, employment ceases with the Corporation,
or its Subsidiary, on the day the Recipient's employment is terminated, with or without cause, or on the date of death. In the
event of disability, the Recipient's employment is considered terminated on the date for which the Recipient receives the final
payment of the Corporation's, or Subsidiary's, short-term disability.



 


		6.	Non-Transferability of Restricted Stock. The Restricted Stock and this Restricted Stock
Agreement shall not be transferable.



 


		7.	Change in Control. If any of the change in control events described in Section 11 of the
Plan occur, all shares of Restricted Stock shall fully vest and all restrictions on the shares of Restricted Stock shall lapse
as follows: In the case of an event specified in clause (a) of the second sentence of the third paragraph of Section 11, the lapse
of all restrictions on the shares of Restricted Stock shall occur immediately prior to the consummation of the described transaction
and, in the case of an event specified in clause (b) or (c) of said sentence, the full vesting and lapse of restrictions shall
occur upon occurrence of the described event.



 


		8.	Notices. Any notice required or permitted under this Restricted Stock Agreement shall be
deemed given when delivered personally, or when deposited in a United States Post Office, postage prepaid, addressed, as appropriate,
to the Recipient either at his or her address herein above set forth or such other address as he or she may designate in writing
to the Corporation.



 






    	 



    	 



    

 


		9.	Failure to Enforce Not a Waiver. The failure of the Corporation to enforce at any time any
provisions of this Restricted Stock Agreement shall in no way be construed to be a waiver of such provision or of any other provision
hereof.



 


		10.	Governing Law. This Restricted Stock Agreement shall be governed by and construed according
to the laws of the Commonwealth of Pennsylvania.



 


		11.	Incorporation of Plan. The Plan is hereby incorporated by reference and made a part hereof,
and the Restricted Stock and this Restricted Stock Agreement are subject to all terms and conditions of the Plan.



 


		12.	Amendments. This Restricted Stock Agreement may be amended or modified at any time by an
instrument in writing signed by the parties hereto.



 


 


IN WITNESS HEREOF,
the parties have executed this Restricted Stock Agreement on the day and year first above written.


 


 


By:_____________________________________________


Leo F. Lambert, Chairman


 


 


The undersigned hereby accepts
and agrees to all the terms and provisions of the foregoing Restricted Stock Agreement and to all the terms and provisions of the
Citizens & Northern Corporation 1995 Stock Incentive Plan incorporated by reference.


 


 


________________________________________________


J. Bradley Scovill, Recipient