Amendment to Citizens & Northern Corporation’s 1995 Stock Incentive Plan and Annual Incentive Plan
Citizens & Northern Corporation has amended its 1995 Stock Incentive Plan and Annual Incentive Plan to include a new provision allowing the company to recover incentive payments under any future clawback or recoupment policy it adopts. This amendment ensures that any amounts paid under these plans can be reclaimed by the company if required by law or company policy, including those related to the Dodd-Frank Act. The amendment was approved by the Board of Directors on September 19, 2013.
FORM OF AMENDMENT TO
CITIZENS & NORTHERN CORPORATION’S
1995 STOCK INCENTIVE PLAN
AND
ANNUAL INCENTIVE PLAN
On September 19, 2013, the Board of Directors of Citizens & Northern Corporation (the “Corporation”) amended the Corporation’s 1995 Stock Incentive Plan and Annual Incentive Plan to add the following provision:
Recoupment. Amounts allocated or paid pursuant to this Plan shall be subject to recovery by the Corporation under any claw back, recovery, recoupment or similar policy hereafter adopted by the Corporation, whether in connection with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended from time to time, or otherwise, whether or not required by law.
