EXHIBIT 10.1


 





 


 CITIZENS & NORTHERN CORPORATION


1995 STOCK
INCENTIVE PLAN (As Amended)


 


TIME-BASED
RESTRICTED STOCK AGREEMENT


 


RESTRICTED STOCK AGREEMENT dated as of the 31st day of January,
2020, by and between Citizens & Northern Corporation (the "Corporation") and ______________ 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, _____ 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. One-third
                                         of the total shares will be distributed on the last business day in January each of the
                                         three years following the award based on the Recipient’s satisfactory performance
                                         of his or her job. All Restricted Shares not distributed due to the Recipient’s
                                         unsatisfactory performance of his or her job shall expire and revert back to the Corporation
                                         as of the release 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 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
                                         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 State 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