EXHIBIT 10.6
FIRST AMENDMENT TO THE
CITIZENS & NORTHERN CORPORATION
1995 STOCK INCENTIVE PLAN
1. Purpose.
The purpose of this First Amendment to the Citizens & Northern
Corporation 1995 Stock Incentive Plan (the "Amendment") is to adopt
certain changes to the Plan resulting from changes recommended by the
Salary Committee formerly known as the Salary and Pension Committee.
All terms, conditions and provisions of the Plan unless specifically
modified herein are valid and enforceable.
3. Stock.
The shares of stock that may be issued under the Plan shall
not exceed in the aggregate 180,000 shares of the Corporation's
common stock, par value $1.00 per share (the "Stock"), as may be
adjusted pursuant to paragraph 18 hereof. Such shares of Stock
may be either authorized and unissued shares of Stock, or
authorized shares of Stock issued by the Corporation and
subsequently reacquired by it as treasury stock. Under no
circumstances shall any fractional shares of Stock be issued or
sold under the Plan or any Award. Except as may be otherwise
provided in the Plan, any Stock subject to an Award that for any
reason lapses or terminates prior to its exercise as to such
Stock shall become and again be available under the Plan. The
Corporation shall reserve and keep available, and shall duly
apply for any requisite governmental authority to issue or sell
the number of shares of Stock needed to satisfy the requirements
of the Plan while in effect. The Corporation's failure to obtain
any such governmental authority deemed necessary by the
Corporation's legal counsel for the lawful issuance and sale of
Stock under the Plan shall relieve the Corporation of any duty,
or liability for the failure to issue or sell such Stock as to
which such authority has not been obtained.
4. Administration.
The Plan shall be administered by the Compensation Committee
(the "Committee") consisting of not fewer than two (2)
non-employee directors from the Board serving for such terms as
determined, selected and appointed by the Board. To serve on the
Committee, a person must be a director of the Corporation and a
"disinterested person" within the meaning of Rule 16b-3
promulgated under the Securities Exchange Act of 1934 (15 USC
Section 78a et seq.). A majority of the Committee's membership
shall constitute a quorum for the transaction of all business of
the Committee, and all decisions and actions taken by the
Committee shall be determined by a majority of the members of the
Committee attending a meeting at which a quorum of the Committee
is present.
The Committee shall be responsible for the management and
operation of the Plan and, subject to its provisions, shall have
full, absolute and final power and authority, exercisable in its
sole discretion: to interpret and construe the provisions of the
Plan, adopt, revise and rescind rules and regulations relating to
the Plan and its administration, and decide all questions of fact
arising in the application thereof; to determine what, to whom,
when and under what facts and circumstances Awards shall be made,
and the form, number, terms, conditions and duration thereof,
including but not limited to when exercisable, the number of
shares of Stock subject thereto, and Stock option purchase
prices; to adopt, revise and rescind procedural rules for the
transaction of the Committee's business, subject to any
directives of the Board not inconsistent with the provisions or
intent of the Plan or applicable provisions of law; and to make
all other determinations and decisions, take all actions and do
all things necessary or appropriate in and for the administration
of the Plan. The Committee's determinations, decisions and
actions under the Plan, including but not limited to those
described above, need not be uniform or consistent, but may be
different and selectively made and applied, even in similar
circumstances and among similarly situated persons. Unless
contrary to the provisions of the Plan, all decisions,
determinations and actions made or taken by the Committee shall
be final and binding upon the Corporation and all interested
persons, and their heirs, personal and legal representatives,
successors, assigns and beneficiaries. No member of the Committee
or of the Board shall be liable for any decision, determination
or action made or taken in good faith by such person under or
with respect to the Plan or its administration.
18. Adjustments.
In the event of any change in the number of issued and
outstanding shares of Stock which results from a
stock split, reverse stock split, payment of a stock dividend or
any other change in the capital structure of the Corporation, and
where such change increases the number of issued and outstanding
Stock by more than five percent (5%), the Committee shall
proportionately adjust the maximum number of shares subject to
each outstanding Award, and (where appropriate) the purchase
price per share thereof (but not the total purchase price under
the Award), so that upon exercise or realization of such Award,
the Recipient shall receive the same number of shares he or she
would have received had he or she been the holder of all shares
subject to his or her outstanding Award and immediately before
the effective date of such change in the number of issued and
outstanding shares of Stock. Such adjustments shall not, however,
result in the issuance of fractional shares. Any adjustment under
this paragraph 18 shall be made by the Committee, subject to
approval by the Board. No adjustments shall be made that would
cause a Qualified Option to fail to continue to qualify as an
incentive stock option within the meaning of Section 422 of the
Code.
In the event the Corporation is the party to any merger,
consolidation or other reorganization, any and all outstanding
Awards shall apply and relate to the securities to which a holder
of Stock is entitled after such merger, consolidation or other
reorganization. Upon any liquidation or dissolution of the
Corporation, any and all outstanding Awards shall terminate upon
consummation of such liquidation or dissolution, but prior to
such consummation shall be exercisable to the extent that the
same otherwise are exercisable under the Plan.