Exhibit 10.33


 





 





 


CITIZENS & NORTHERN CORPORATION


1995 STOCK INCENTIVE PLAN (As Amended)


 


PERFORMANCE-BASED RESTRICTED STOCK
AGREEMENT


 


RESTRICTED STOCK AGREEMENT dated as of the 16th
day of March, 2020, by and between Citizens & Northern Corporation (the "Corporation") and Employee 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, Number 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 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 the 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 the 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 prior to the satisfaction of performance standards set forth in section 4 or 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 a certain
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 without such
legend shall be issued to the Recipient.


 






     


     


    

 


		4.	Release and Lapse of Restricted Shares. The
release of restrictions or expiration of restricted shares awarded under this agreement shall occur over a period of three years.
On each anniversary date of this award, up to one-third of the total shares will be distributed based on the Corporation’s
attainment of earnings-based performance standards, based on the following criteria:



 


		·	Release of 50% (one-sixth of the total shares awarded)
each year will be based on the Corporation achieving a percent ranking of at least 35% of the Core Return on Average Equity (ROAE)
within a defined peer group of bank holding companies for the prior calendar year.



		·	Release of 50% (one-sixth of the total shares awarded)
each year will be based on the Corporation achieving a percent ranking of at least 65% of the Core Return on Average Assets (ROAA)
within a defined peer group of bank holding companies for the prior calendar year. 



 


For the purpose of determining Core ROAE and Core
ROAA. nonrecurring items, as determined by the Committee, and securities gains and losses, will be excluded from the Corporation’s
and the peer group’s earnings results The peer group consists of all publicly traded Commercial Banks and Thrifts headquartered
in Maryland, New Jersey, New York, Ohio, Pennsylvania and West Virginia with total assets of $1.1 billion to $4.6 billion as of
the end of the calendar year prior to the Award Date.


 


The Committee reserves the right to change the composition
of the peer group, as well as the method of evaluating the Corporation’s Core ROAE and Core ROAA performance as compared
to the peer group, based on mergers or acquisitions involving members of the peer group, changes in size of the Corporation or
members of the peer group, or other factors deemed appropriate by the Committee.


 


All Restricted Shares not distributed due to the Corporation
failing to achieve the defined earnings-based performance standards shall expire and revert back to the Corporation as of the anniversary
date on which such determinations are made. No partial shares may be released, thus an amount equal to the next whole share amount
will be released subject to the specified performance criteria at each anniversary. 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 a 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 or her 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 or her
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 to or interests in the forfeited Restricted Stock or
any certificates representing shares thereof, 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 their 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 under the Corporation’s, or Subsidiary’s,
short-term disability program. 



 


		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 provision 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 WHEREOF, the parties have executed this Restricted
Stock Agreement on the day and year first above written.


 





	 	By	 
	 	 	J. Bradley Scovill - President
 & CEO
	 	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 herein incorporated by reference.
	 	 	 
	 	 	 
	 	 	Recipient
- J. Bradley Scovill