UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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Item 1.01 Entry Into A Material Definitive Agreement
In order to ensure a cooperative, effective and efficient leadership transition upon the intended retirement of current President and Chief Executive Officer J. Bradley Scovill (the “CEO”) in 2027, on May 22, 2024, the Board of Directors of Citizens & Northern Corporation (the “Company”) and Mr. Scovill entered into an amendment and restatement of the Employment Agreement, dated as of March 2, 2015, as previously amended (the “Agreement”) between the Company and Mr. Scovill. . The term of the Agreement was extended through April 30, 2027, and the Board approved a special incentive award to the CEO of 20,000 shares of restricted stock, which will be awarded before July 30, 2024 and will vest on April 30, 2027, unless earlier vested in certain circumstances provided for in the amended agreement. In addition, the amended agreement provides that the CEO’s current and future Company equity grants will continue to vest after the termination of his employment by the Company for any reason other than for Cause or by the CEO with Good Reason (in each case, as defined in his employment agreement), in the same amounts and at the same times as they would have vested had he remained employed, except that grants that have performance based vesting requirements will vest on a prorata basis, based on the number of days in the performance period during which the Executive was employed, and provided that the applicable performance criteria are met.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit No. | Description |
10.1 | Amended and Restated Employment Agreement for J. Bradley Scovill |
104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
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 hereunto duly authorized.
| CITIZENS & NORTHERN CORPORATION | |
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Dated: May 28, 2024 | By: | /s/ Mark A. Hughes |
Mark A. Hughes | ||
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| Treasurer and Chief Financial Officer |