Management Change/Compensation Form 8 K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On July 30, 2024, Citizens & Northern Corporation (the "Corporation") granted 20,000 shares of the Corporation's restricted common stock to J. Bradley Scovill, President and Chief Executive Officer pursuant to the amended and restated Employment Agreement entered into on May 22, 2024 between the Board of Directors of the Corporation and Mr. Scovill. The incentive award of 20,000 shares of restricted stock to Mr. Scovill will vest on April 30, 2027; however, in the event Mr. Scovill's employment is terminated by the Corporation and the Bank for any reason other than for Cause or if Mr. Scovill terminates his employment for Good Reason, the vesting of the One-Time Incentive Grant shall accelerate so that such grant is fully vested on the date of such termination. A copy of the Restricted Stock Agreement, dated July 30, 2024, is attached hereto as Exhibit 10.1 and incorporated herein by reference.

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