CITIZENS
& NORTHERN CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN
This
Citizens & Northern Corporation Supplemental Retirement
Executive Plan (“Plan”) is adopted this 23rd day of
October, 2008 by Citizens & Northern Corporation, a corporation
located in Wellsboro, Pennsylvania, effective as the amendment and
restatement of an existing Supplemental Executive Retirement Plan
originally effective January 1, 1989.
The
Employer hereby adopts this Plan in order to amend and restate the
Citizens & Northern Bank Supplemental Executive Retirement Plan
in order to bring the existing Plan document into full compliance
with Section 409A of the Internal Revenue Code (the
“Code”). The Plan is maintained in order to provide a
means by which certain key management Employees may receive
supplemental retirement income. The Plan is also intended to be an
unfunded plan maintained primarily for the purpose of providing
deferred compensation supplemental retirement benefits for a select
group of management or highly compensated employees under
Sections 201(2), 301(a)(3) and 401(a)(l) of the Employee
Retirement Income Security Act of 1974 (“ERISA”). The
Plan is intended to be a nonqualified deferred compensation plan
that complies with the provisions of Section 409A of the
Internal Revenue Code (the “Code”). The Plan shall be
interpreted, operated and administered in a manner consistent with
these intentions. Pursuant to this amendment and restatement, the
Citizens & Northern Bank Supplemental Executive Retirement Plan
shall be re-named the Citizens & Northern Corporation
Supplemental Executive Retirement Plan.
2.1
“Account” means, the account maintained with respect to
each Participant which is credited with Employer Contributions
Credits and deemed investment gains or losses, minus payments to
the Participant.
2.2
“Beneficiary” means the person, persons, entity or
entities designated by a Participant or determined pursuant to the
provisions of Article V of the Plan.
2.3
“Board” means the Board of Directors of Citizens &
Northern Corporation.
2.4
“Change in Control Event” means an event applicable to
the Company described in Section 409A(a)(2)(A)(v) of the Code (or
any successor provision thereto) and the regulations
thereunder.
2.5
“Committee” means the Compensation Committee of the
Board of Directors or any other Committee of the Board of Directors
so designated by the Board as authorized to administer the
Plan.
2.6
“Company” means Citizens & Northern
Corporation.
2.7
“Disabled” means Disabled within the meaning of
Section 409A of the Code and the regulations thereunder.
Generally, this means that the Participant is unable to engage in
any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period
of not less than 12 months, or is, by reason of any medically
determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period
of not less than 12 months, receiving income replacement benefits
for a period of not less than three months under an accident and
health plan covering Employees of the Employer.
2.8
“Employee” means any individual who is actively
employed by the Employer provided that the individual is a highly
compensated or management employee of the Employer.
2.9
“Employer” means separately and collectively Citizens
& Northern Corporation and Citizens & Northern
Bank.
2.10
“Employer Contribution Credits” means the employer
based amounts credited to the Participant’s Account by the
Employer pursuant to the provisions of Article IV.
2.11
“Normal Retirement Age” means the date the Participant
attains age 55 and has been a Participant in the Plan for at least
five Plan Years.
2.12
“Participant” means with respect to any Plan Year an
Employee designated by the Committee as eligible to participate in
the Plan.
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2.13
“Participation Agreement” means the written agreement
entered into between a Participant and the Employer which sets
forth election options of the Participant.
2.14
“Plan” means the Citizens & Northern Corporation
Supplemental Executive Retirement Plan, as amended from time to
time and at all times operated and maintained consistent with
Section 409A of the Code and regulations promulgated
thereto.
2.15
“Plan Year” means the twelve-month period ending
December 31.
2.16
“Qualifying Distribution Event” means (i) the
Separation from Service of the Participant following the attainment
of Normal Retirement Age, (ii) the date the Participant
becomes Disabled, (iii) the death of the Participant, or
(iv) a Change in Control Event.
2.17
“Separation from Service” or “Separates from
Service” shall mean “separation from service” as
set forth under Code Section 409A.
2.18
“Specified Employee” means any Participant who as of
such Participant’s Separation from Service is a key employee.
A Participant is a key employee if the Participant qualifies as a
key employee under Section 416(i)(1)(A)(i), (ii) or
(iii) of the Code (and regulations promulgated thereto) at any
time during the twelve month period ending on December 31 of
each year. If the Participant is a key employee as of
December 31 of any year the Participant is treated as a key
employee for the entire 12 month period beginning on the
following April 1.
2.19
“Spouse” or “Surviving Spouse” means,
except as otherwise provided in the Plan, a person who is the
legally married spouse or surviving spouse of a
Participant.
2.20
“Trust” means any trust which may be established by the
Company to assist the Employer in providing benefits under this
Plan.
Article III.
PARTICIPATION:
The
Committee, in its sole discretion, shall designate each Employee
who is eligible to participate in the Plan. Provided however,
participation under the Plan is available only to Employees who
constitute management/highly compensated Employees of the
Employer.
Article IV.
CONTRIBUTION CREDITS:
4.1
Employer Contribution Credits. For each Plan Year, the Employer
may, in the sole discretion of its respective board of directors,
cause the Committee to credit to the Account of the Participant an
Employer Contribution Credit equal to an amount determined by the
Employer.
4.2
Account. All Employer Contribution Credits, and earnings on such
Employer Contribution Credits, shall be credited to the
Participant’s Account.
Article V.
Vesting/Beneficiary:
5.1
Vesting. A Participant shall not be vested in any amounts credited
to his Account prior to his attaining Normal Retirement Age, his
death, his Disability or a Change in Control Event. A Participant
shall become fully vested in his Account upon attaining Normal
Retirement Age, upon his death, upon becoming Disabled or upon a
Change in Control Event.
5.2
Designated Beneficiary. The Participant may designate any person,
persons, entity or entities as the beneficiary of the
Participant’s accounts under the Plan on forms provided by
and filed with the Committee. If no beneficiary is designated by
the Participant, the beneficiary shall be the Participant’s
Surviving Spouse. If the Participant does not designate a
beneficiary and has no Surviving Spouse and has not designated any
beneficiary or all such beneficiaries have predeceased the
Participant, the beneficiary shall be the Participant’s
estate. A beneficiary designation may be changed or revoked at any
time by filing a new beneficiary designation form with the
Committee. If the primary beneficiary is receiving or is entitled
to receive payments under the Plan and dies prior to receiving or
before receiving all of the payments due, the balance to which the
beneficiary is entitled shall be paid to the contingent
beneficiary, if any, named in the Participant’s current
beneficiary designation form. Any beneficiary may disclaim all or
any part of any benefit to which such beneficiary shall be entitled
hereunder by filing a written disclaimer with the
Committee.
Article VI.
Accounts, Investments:
6.1 Deemed
Investments For Account and Deferred Contribution Credit Account.
The Account of a Participant shall be credited based on investment
returns determined as if the amounts credited to the Account were
invested in one or more investment options made available under the
Plan. The Participant may, as
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determined
by the Committee, elect the investment funds in which his accounts
are deemed to be invested. The Participant’s investment
election will remain in effect until the Participant changes the
election. If no election is made by the Participant, the investment
return to be credited to the Participant’s Account shall be
determined by the Committee and such investment return shall be
communicated to the Participant.
6.2 Account
Balance Adjustments. A Participant’s Account shall be
credited with the total amount of any Employer Contribution Credits
since the last credit date and shall be credited or debited with
the amount of the deemed investment gain or loss resulting from the
performance of the deemed investment funds elected by the
Participant. The amount of such deemed investment gain or loss
shall be determined by the Committee and such determination shall
be final.
Article VII.
Qualifying Distribution Events:
7.1
Separation from Service After Attaining Normal Retirement Age. If
the Participant Separates from Service with the Employer after
attaining Normal Retirement Age, any vested balance in the
Participant’s Account shall be paid to the Participant by the
Employer as provided in Article VIII. However, no distribution
from the Plan shall be made earlier than six months after the date
of Separation from Service or, if earlier, the date of death, with
respect to a Participant who is a Specified Employee of a
corporation which is traded on an established securities market. If
the Participant qualifies as a Specified Employee of a corporation
specified above, all payments which would otherwise have been made
during the first six months following the date of Separation from
Service shall be paid on the first day of the seventh month
following the date of Separation from Service in addition to any
payment which may be due on the seventh month.
7.2
Disability. If the Participant becomes Disabled while in service
with the Employer, the Participant’s Account shall be paid to
the Participant by the Employer as provided in
Article VIII.
7.3 Death.
If the Participant dies while in service
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