EXHIBIT 10.2


 


CITIZENS & NORTHERN CORPORATION


INDEPENDENT DIRECTORS STOCK INCENTIVE
PLAN


RESTRICTED STOCK AGREEMENT


 


A total of Seven
Hundred Fifty Eight (758) 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 31, 2020 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 and December 20, 2018, and is incorporated herein by
reference.


 


These shares cannot
be sold, exchanged, transferred, pledged or otherwise disposed of, except in accordance with the Plan. These transferability restrictions
will lapse on the last business day in January 2021, except as provided for in the Plan or described in the following section of
this Agreement titled “Change in Control.”


 


CHANGE IN CONTROL


 


All Awards
of Restricted Stock issued under the Plan which have not fully vested (i.e., continue to have restrictions that have not lapsed)
shall automatically fully vest (i.e., all restrictions shall lapse) upon a change in control event as follows: (a) If the Corporation
or its stockholders execute an agreement to dispose of all or substantially all of the Corporation’s assets or capital stock
by means of sale, merger, consolidation, reorganization, liquidation or otherwise, as a result of which the Corporation’s
stockholders as of immediately before such transaction will not own at least fifty percent (50%) of the total combined voting power
of all classes of voting capital stock of the surviving entity (be it the Corporation or otherwise), the full lapse of any restrictions
on shares of Restricted Stock shall occur immediately prior to the consummation of such transaction; (b) if there is an actual,
attempted or threatened change in the ownership of at least twenty-five percent (25%) of all classes of voting capital stock of
the Corporation through the acquisition of, or an offer to acquire such percentage of the Corporation’s voting capital stock
by any person or entity, or persons or entities acting in concert or as a group, and such acquisition or offer has not been duly
approved by the Board; or (c) if during any period of two (2) consecutive years, the individuals who at the beginning of such period
constituted the Board, cease for any reason to constitute at least a majority of the Board, unless the election of each director
of the Board, who was not a director of the Board at the beginning of such period, was approved by a vote of at least two-thirds
of the directors then still in office who were directors at the beginning of such period, thereupon (upon the occurrence of the
events described in clause (b) or (c)), the full vesting and lapse of any restrictions on shares of Restricted Stock shall occur.


 


	Dated: January 31, 2020	CITIZENS & NORTHERN CORPORATION
	 	 	 
	 	 	BY	
	ATTEST:	 		J. Bradley Scovill - President & CEO
		 	




 


Kimberly N. Battin, Corporate Secretary


 


The Director acknowledges receipt of a
copy of the Plan and represents that he or she is familiar with the terms and provisions thereof. The Director hereby accepts this
Award subject to all the terms and provisions of the Plan.


 


	Dated:____________________	________________________________
		Director