Form of Performance-Based Restricted Stock Agreement dated January 31, 2022 between the Corporation and Executive Officers pursuant to the Citizens & Northern Corporation Stock Incentive Plan
CITIZENS & NORTHERN CORPORATION
1995 STOCK INCENTIVE PLAN (As Amended)
PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT
RESTRICTED STOCK AGREEMENT dated as of the 31st day of January 2022, 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.
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.
For the purpose of determining Core ROAE and Core ROAA. nonrecurring items, as determined by the Committee (to include nonrecurring acquisition expenses), and securities gains and losses, will be excluded from the Corporation’s and the peer group’s earnings results. The Corporation’s earnings will include the operating results of newly acquired business units and the Corporation’s and the peer group’s ROAE and ROAA will be compared on an after-tax basis. The peer group shall include selected publicly traded Commercial Banks and Thrifts within a geographic region reflective of Citizens & Northern’s market area and with total assets of approximately one-half to 2 times those of Citizens & Northern.
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.
|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.
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.