UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): March 5, 2010
CITIZENS
& NORTHERN CORPORATION
(Exact name of registrant as specified
in its charter)
PENNSYLVANIA
(State or other jurisdiction of
incorporation)
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000-16084
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23-2951943
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(Commission file
number)
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(IRS employer
ID)
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90-92 Main Street, Wellsboro
Pennsylvania
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16901
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(Address of principal executive
office)
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(Zip
Code)
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Registrant's telephone number, including
area code - (570)
724-3411
N/A
(Former name, address and fiscal year,
if changed since last report.)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction
A.2. below):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry into a
Material Definitive Agreement
On March 5, 2010, Citizens &
Northern Corporation (the “Corporation”) entered into a Restricted Stock
Agreement (the “Agreement”) with Charles H. Updegraff, Jr., the President and
Chief Executive Officer of the Corporation, pursuant to which Mr. Updegraff was
awarded 9,125 shares of restricted common stock of the Corporation as part of
his executive compensation for 2010. The Agreement provides, among
other things, that the restrictions on the shares shall lapse upon the earliest
to occur of (i) the third anniversary of the date of grant, (ii) Mr. Updegraff’s
death or disability or (iii) the occurrence of a change in control of the
Corporation. The Agreement also provides that notwithstanding the
foregoing, the restrictions on the shares may not lapse prior to the date on
which the restricted shares may become transferable without violating the
prohibitions set forth in the TARP Rules applicable to TARP
Recipients such as the Corporation.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.
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Citizens & Northern
Corporation
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Date:
March 5,
2010
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By:
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/s/ Mark A.
Hughes
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Mark A. Hughes,
Treasurer
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