EX-10.6 7 cznc-20211231xex10d6.htm EX-10.6

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EXHIBIT 10.6

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CITIZENS & NORTHERN CORPORATION 1995 STOCK INCENTIVE PLAN (As Amended)

TIME-BASED RESTRICTED STOCK AGREEMENT

RE STRI C T E D STOCK AGREEMENT dated as of th e 1 st day o f Jul y 2020, b y and between C iti ze n s & No rth e rn Corporation (th e "Corpora ti o n") and Blair T. Rush an emplo yee of th e Corporation or of a subsidiary (the "Recipient").

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Pursuant to the Citizens & Northern Corporation 1 995 Sto c k In ce n t i ve Plan (the "Plan"), as amended, t h e Com p e n sat i on Co mmitt ee of the Board of Director s (the "Committee") has determined that the Recipient i s to be gran ted, on the term s a nd conditions se t forth h e rein, 7,538 Restricted Shares of the Corporation's common s tock and hereby gra nts suc h Re s tri c t e d Shares.

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| 1. | Number of Shares and Price. Restricted S to ck s hall consist of s hare s of Stock that w ill b e acquired b y and i ss u ed to the Recipi e nt at a d es ignated time approved b y the board of direct o rs, for no purcha se price, and under and sub je c t to such transfer, forfeiture and o th er r es tricti o n s, c o nditi o ns or term s as s hall be determined b y th e Comm ittee, in cl uding but not limited to prohibition s against tran sfe r and s ub s tantial ri sks of forfeiture within the m e anin g of Section 83 o f th e Code. |

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| 2. | Rights of Recipient. Except as o therwi se pro vided in the Plan o r the Restricted Stock Agr ee m e nt, a Recipient of s hare s of Re s trict e d Stock s hall have all the rights as do es a holder of Stock, includin g without limitati on th e right to vo te s u c h s hare s and receive divid e nd s with r espect theret o; ho weve r, during th e time period of an y re s tri c ti o n s, co nditi o ns or terms applicable to such Restricted Stock, the s har es thereof and the ri g ht t o vote th e sa me and re ce i ve di v id e nds thereon s hall not b e so ld, assigned, tran sfe rred, exchanged, pled ged, hypoth ec ated, encumbered or otherwise disposed of excep t as p e rmitt ed by th e Plan or the Restricted St oc k Agre e m e nt. Cash di v id e nds s hall b e paid out and shall not participat e in Di v id e nd Rein vestment. Stock dividends re s ulting in whole shares s hall be added to the sh are s held in the Re s tri c t ed Account and sha ll b e di strib u ted to the Recipient with subsequent di s tribut io n s o f any Award for which the y accrued. Partial shares that re su lt from any stock dividend s hall be paid to the Re c ipient in cash at th e time of the payment of the s t oc k di v id e nd. If th e Restricted Shares expire prior to the satisfaction of performan ce standards set forth in section 4 o r due t o forfeiture as set forth in sec tion 5, all s har es accrued b y virtue of stock di vi dend s shall be forfeited. |

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| 3. | Holding of Restricted Shares. E ac h certificate for shares of R es tri c ted Stock shall b e d epos ited with the Secretary of the Corporation, or th e office thereof, and s hall bear a l e gend in s ub s tantiall y the fo ll owing form an d co nt en t: |

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This Certificate and the shares of Stock h e reby represented are subject to the provisions of the Corporation's Stock In c entive Plan and a certain agreement entered into b e tween the owner and th e Corporation pursuant to said Plan. The release of th e Certificate and the shares of Stock hereby repre s ented from such provision shall occur only as provided by said Plan and Agreement, a copy of which are on file in the offi c e of the Secr e tary of the Corporation.

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Upon the lapse or satisfaction of the restrictions, conditions and terms applicable to such Restricted Stock, a c e rtificat e for (he shares of Stock without such legend shall be issued to the Recipient

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4.Release and Lapse of Restricted Shares. The rel ease of re s tri c ti o n s o r expiration of r estricted sha re s awa rded u nde r this a greemen t shall occur ove r a peri od of three ye ar s. One-third of the total s har es will b e di s tribut ed o n the fir s t anniversary date of thi s awa rd; o n e-third of the total shares w ill b e distributed o n th e second anniversary date of thi s award and the fin a l o n e-third of th e total shares w ill be distributed on th e third anni ve rsary dat e of this award. No p a rtial shares ma y be r e l ease d, thu s an amount e qu a l to the next w h o le share am o unt w ill be rele ased. T h e s hare s released may b e in certificate form or may be directed t o be h e ld in a cust o dial account d es i g nat e d by th e R ec ipi e nt.

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5. Terms of Forfeiture. The shares of the Corpora tion's r es tri c t e d common stoc k i ss ued pur suant to th e R es trict ed S t ock Grant sha ll vest ratably over a thr ee (3) year period following the Effec ti ve Date. Such gran t s hall automatically, fully vest (without a n y further action b y th e Corporation) a s t o all un ves t e d s har es up o n a Chang e in Control, as d e fined in Section 5.2 of th e Employment Ag r ee ment, d ate d as of December 1 8, 20 1 9 (th e "Employmen t Ag r eemen t") by and among the Corpora t ion, Ci ti z en s & Northern Bank and Recipient, o r in th e eve nt of a termin at i o n of Employee's employment (a) withou t Cause, as defined i n Sect i o n 3.2 o f th e E mployment Agreement, (b) up o n Employee's d eat h or dis ab ili ty, as defined in Section 3.5 of

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the Employment Agreement, or (c) upon Employee's resignation of emp l oyme nt fo r Good R eason, as defined in Sectio n 3.3 of the Employment Agreement.

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6.No n-Transferability of Restricted Stock. T h e Re st ri cted Stock and t hi s R estr i c t e d Stock Agreement sha ll not be tran sfera ble.

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| 7. | Notices. Any noti ce required or permitted under thi s Restricted Stock Agreement sh all be deemed given w h e n delivered p erso n a ll y, or w hen deposited in a United S ta tes Po st O ffice, p ostage prep a id, addressed, as appropriate, to t he Recipient e ither at hi s or h e r address her e in above set forth or s u c h o th er address as he o r she may designate in writing to the Corporation. |

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| 8. | Failure to Enforce Not a Waiver. The failure of the Corporation to enfo r ce at any time any provision o f thi s Restricted Stock Agreement sha ll in n o way b e co n s tru e d t o be a waive r of s u ch provision or of any other provision hereof. |

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| 9. | Governing Law. Thi s Restricted Stock Agreement s h a ll b e governe d by and co n s tru e d according t o the la ws of the Commonwea lth of P e nnsyl vania. |

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10.Incorporation of Plan. The Pl an i s hereby incorporated by r eference and made a part h ereof, and the Re stricted Stock an d th is Restricted Stock Ag reement are s ubje c t t o all terms and conditions of the P lan.

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11.Amendments. Thi s Re st ri cte d Stock Agreement may b e a m ended or modifi ed at an y tim e b y an in strument in w r it in g s i gne d by the parti es her e to.

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IN WITNESS WHEREOF, th e parti es ha ve executed this R es trict ed Stock Agreement o n th e day and year first above written.

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By

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J. Bradl ey Scovill - Pr es ident & CEO

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The undersi g ned hereb y accepts and agrees to all the terms and provisions of the foregoing Restricte d S t ock Agreement an d t o all the t erms and provision s of t he C i tizens & Northern Co rp orat i o n 1995 Stock In cen ti ve Plan h e r e in in co rpora ted b y r efere n ce.

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Recipient – Blair T. Rush