Attached files
file | filename |
---|---|
EX-31.3 - CITIZENS & NORTHERN CORP | v186707_ex31-3.htm |
EX-31.4 - CITIZENS & NORTHERN CORP | v186707_ex31-4.htm |
EX-99.2 - CITIZENS & NORTHERN CORP | v186707_ex99-2.htm |
EX-99.3 - CITIZENS & NORTHERN CORP | v186707_ex99-3.htm |
EX-32.1 - CITIZENS & NORTHERN CORP | v186707_ex32-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
Amendment
No. 1
(Mark
One)
x ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the
fiscal year ended December 31,
2009
OR
¨ TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For
the transition period from _______________ to
_________________________.
Commission file number:
0-16084
CITIZENS
& NORTHERN CORPORATION
(Exact
name of Registrant as specified in its charter)
PENNSYLVANIA
|
23-2451943
|
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
|
Identification
No.)
|
90-92 MAIN STREET,
WELLSBORO, PA 16901
(Address
of principal executive offices) (Zip code)
570-724-3411
(Registrant's
telephone number including area code)
Securities
registered pursuant to Section 12(b) of the Act:
Title of Each Class
|
Name of Exchange Where
Registered
|
|
Common
Stock Par Value $1.00
|
|
The
NASDAQ Stock Market LLC
|
Securities
registered pursuant to section 12(g) of the Act: None
Indicate
by check mark whether the registrant is a well-known seasoned issuer, as defined
in Rule 405 of the Securities Act. Yes ¨ No x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes
¨ No ¨
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x No ¨
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form
10-K. ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of “large accelerated filer,” “accelerated
filer “and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
(Check
one:) Large accelerated filer ¨ Accelerated
filer x
Non-accelerated filer ¨ Smaller reporting
company ¨
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes ¨ No x
The
aggregate market value of the registrant's common stock held by non-affiliates
at June 30, 2009, the registrant’s most recently completed second fiscal
quarter, was $144,560,917.
The
number of shares of common stock outstanding at February 25, 2010 was
12,120,024.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions
of the following documents are incorporated by reference into Part III, Item 11
of this Amendment No. 1 on Form 10-K/A:
The
registrant’s proxy statement for its annual meeting of shareholders filed with
the Securities and Exchange Commission on March 10, 2010.
EXPLANATORY
NOTE
Citizens
& Northern Corporation (the “Corporation”) is filing this Amendment No. 1 on
Form 10-K/A (this “Amendment”) with respect to its Annual Report on Form 10-K
for the fiscal year ended December 31, 2009, as filed with the Securities and
Exchange Commission (the “SEC”) on March 1, 2010 (the “Original
Filing”). This Amendment is being filed solely to (i) include in Part
III, Item 11, an amended Compensation Committee Report, which was incorporated
into the Original Filing by reference to the Corporation’s proxy statement for
its 2010 annual meeting of shareholders filed on March 10, 2010, and which was
subsequently amended to include the certifications required of the Compensation
Committee as a result of the Corporation’s participation in the United States
Treasury’s Troubled Asset Relief Program Capital Purchase Program (“TARP Capital
Purchase Program”), which were inadvertently omitted from the Original Filing;
(ii) include as Exhibits 99.2 and 99.3 the certifications of the Corporation’s
principal executive officer and principal financial officer, respectively,
required of participants in the TARP Capital Purchase Program (the “TARP
Certifications”); and (iii) amend the exhibit index to reflect such
changes.
In
accordance with Rule 12b-15 promulgated under the Securities Exchange Act of
1934 (the “Exchange Act”), Part III, Item 11 of the Original Filing has been
amended and restated in its entirety, and Part IV, Item 15 of the Original
Filing has been amended and restated to include as exhibits the TARP
Certifications and the new certifications required by Rule 13a-14(a) and (b)
under the Exchange Act.
Except as
described above, the Original Filing has not been amended, updated or otherwise
modified. The Original Filing, as amended by this Amendment,
continues to speak as of the date of the Original Filing and does not reflect
events occurring after the filing of the Original Filing or update or otherwise
modify any related or other disclosures, including forward-looking
statements. Accordingly, this Amendment should be read in conjunction
with our other filings made with the SEC subsequent to the filing of the
Original Filing.
2
PART III
ITEM
11. EXECUTIVE COMPENSATION
Information
concerning executive compensation is incorporated herein by reference to
disclosure under the captions “Compensation Discussion and Analysis,” “Executive
Compensation,” “Outstanding Equity Awards at Fiscal Year-end,” “Options
Exercised and Stock Vested,” “Pension Plans,” “401(k) Savings Plan,” “Employer
Stock Ownership Plan (“ESOP”),” and “Change in Control Agreements” of
the Corporation’s proxy statement dated March 10, 2010 for the annual meeting of
stockholders held on April 20, 2010, with the exception of the Compensation
Committee Report, which is included below.
COMPENSATION
COMMITTEE REPORT
The
Compensation Committee has reviewed the compensation plans identified and
described in the Corporation’s proxy statement dated March 10, 2010 under the
heading “Compensation Discussion & Analysis” to ensure that such plans do
not encourage senior executive officers (“SEOs”) to take unnecessary and
excessive risks that threaten the value of the Corporation.
In our
review, we found no instances of plan features that encourage excessive
risk-taking, and we concluded that these compensation arrangements and the 2009
performance goals did not encourage any of the SEOs to take unnecessary and
excessive risks that could threaten the value of the Corporation. In
addition, when all components of executive compensation were combined, we found
that base salary continued to have the greatest economic value and the least
element of risk-taking compared to the other variable elements of
compensation.
Base Salary: For
most executive positions, base salary will ordinarily provide at least 60% - 70%
of total annual compensation. Because salaries comprise such a large
proportion of executive compensation, we conclude that salaries do not encourage
unnecessary or excessive risk-taking by incenting executives to reach “stretch”
targets of incentive compensation.
Annual Performance
Incentives: The annual performance Incentive Award Plan
provides participating executives with the opportunity to earn additional cash
compensation, which can provide as much as approximately 40% of an executive’s
total compensation when target levels of performance are
achieved. The Corporation is prohibited from paying compensation to
SEOs under the Incentive Award Plan for so long as it remains a participant in
the TARP Capital Purchase Program. Accordingly, we have concluded
that the Incentive Award Plan does not encourage risk-taking by SEOs during the
period in which the Corporation remains a TARP participant.
As to
non-SEOs who are eligible to participate in the plan notwithstanding the
Corporation’s participation in the TARP Capital Purchase Program, we believe
that the plan does not encourage unnecessary or excessive risk-taking because
awards under the plan are based on a number of factors as determined by the
Committee for any given plan year. For example, while some factors
considered by the Committee may be deemed to encourage risk-taking, for example,
targets tied to earnings, other factors serve to discourage risk-taking, for
example, targets tied to loan delinquencies and asset quality.
Additionally,
all awards are subject to adjustment in the discretion of the Compensation
Committee. For these reasons, we conclude that the Incentive Award
Plan does not encourage unnecessary or excessive risk-taking generally which
could be deemed to threaten the value of the Corporation.
Longer-term Performance
Incentives: The Corporation’s 1995 Stock Incentive Plan
authorizes the Corporation to grant awards in the form of options to purchase
shares of common stock, stock appreciation rights, or restricted
stock. Grants of awards under the Stock Incentive Plan are made at
the discretion of the Committee to eligible employees. Prior to the
Corporation’s participation in the TARP Capital Purchase Program, all grants of
awards under the Stock Incentive Plan were either Incentive Stock Options or
restricted stock.
All Incentive Stock Options previously
granted under the Stock Incentive Plan provide for vesting over time regardless
of the performance of the Corporation or the recipient. Accordingly,
we conclude that existing Incentive Stock Options do not encourage unnecessary
or excessive risk-taking by recipients that threaten the value of the
Corporation.
3
Similarly, restricted stock granted
under the Stock Incentive Plan prior to 2008 vest over a three year term,
subject to continued employment. Accordingly, we conclude that those
restricted stock grants do not encourage unnecessary or excessive risk-taking by
recipients that threaten the value of the Corporation.
Restricted stock granted in 2008 and
2009 have both a continued employment condition as well as a performance
condition. In order for shares to vest, the Corporation must attain a
performance target of 100% or more of the Corporation’s Peer Group’s average
return on equity (as defined by the Committee) for the four quarters ending the
third quarter of each calendar year following the award date. We
believe that the established return on equity targets were reasonable and did
not encourage taking excessive risks to reach them.
We
further believe that the value of the awards historically granted under the
Stock Incentive Plan represent an immaterial proportion of the executive’s total
annual compensation, and therefore do not encourage unnecessary or excessive
risk-taking by executives that threaten the value of the
Corporation.
Nonqualified Benefits and
Perquisites: Each of the Corporation’s SEOs participates in a
supplemental retirement income plan (“SERP”). Because the amounts
contributed by the Corporation under each SERP represents nonqualified deferred
compensation and each participant is a general unsecured creditor of Citizens
& Northern Bank with respect to the amounts contributed under his or her
SERP, we believe that these factors create an incentive for a SEO to act
conservatively with regard to risk-taking to ensure the continued viability of
the Corporation and its primary operating subsidiary. Accordingly, we
conclude that the SERPs do not encourage unnecessary or excessive risk-taking by
participants that threaten the value of the Corporation.
Perquisites provided by the Corporation
are immaterial when considered in light of an executive’s total annual
compensation, and generally include a company-provided automobile and, in a few
instances, membership dues for a golf or social club intended to facilitate
business development. Because of their immaterial value and the lack
of a correlation to Corporation or individual performance, we conclude that the
perquisites provided do not encourage unnecessary or excessive risk-taking by
executives that threaten the value of the Corporation.
Employment Contracts and Change in
Control Agreements: The Corporation does not have an employment agreement
with any of its executives, although each of the SEOs is a party to a change in
control agreement, which provides for the payment of one year’s salary upon
termination of employment following a change in control of the Corporation, as
well as the continuation of health and welfare benefits. Because the
severance payment is based solely on the executive’s base salary at the time of
termination, and does not include incentive compensation, we conclude that the
change in control agreements do not encourage unnecessary or excessive
risk-taking by executives in order to increase the potential payouts
thereunder.
Additionally, the Compensation
Committee has reviewed each of the following employee compensation plans seeking
to determine whether any elements could provide an incentive to a plan
participant either to take unnecessary and excessive risks that could threaten
the value of the Corporation, or to manipulate earnings to increase
compensation: (i) Employee Stock Ownership Plan; (ii) Citizens & Northern
Corporation Savings and Retirement Plan; and (iii) Citizens Trust Company
Defined Benefit Plan.
After our review, our conclusion is
that none of the aforementioned employee compensation plans contain features
that encourage excessive risk-taking or encourage the manipulation of earnings
to increase compensation.
Employee Stock Ownership
Plan: This plan is funded exclusively through employer
contributions to the plan. For 2009, the total employer contribution
to the plan was equal to 2% of qualifying compensation. Because this
amount is immaterial when considered in relation to employees’ total annual
compensation, we conclude that the plan does not encourage excessive risk-taking
or the manipulation of earnings to increase compensation.
4
Citizens & Northern Corporation
Savings and Retirement Plan: This plan is qualified under
Section 401(k) of the Internal Revenue Code. All employees are
eligible to participate in the plan, which permits employees to contribute a
percentage of their compensation to their account. The Corporation
makes matching contributions equal to 100% of a participant’s before tax
contributions up to 5% of compensation. Because the Corporation’s
contributions are not conditioned on corporate or individual performance, we
conclude that the plan does not encourage excessive risk-taking or the
manipulation of earnings to increase a participant’s compensation or the
Corporation’s contributions to a participant’s account.
Citizens Trust Company Defined
Benefit Plan: This plan is an IRS-qualified defined benefit
plan which was assumed by the Corporation upon its acquisition of Citizens Trust
Company in May 2007. Certain former employees of Citizens Trust
Company are participants in the plan. Effective December 31, 2002 and
continuing through the date hereof, the plan was closed to new participants and
benefit accruals frozen. Accordingly, we conclude that such plan does
not encourage excessive risk-taking or the manipulation of earnings to increase
compensation.
The
Compensation Committee certifies that:
|
·
|
it
has reviewed with senior risk officers the SEO compensation plans and has
made all reasonable efforts to ensure that these plans do not encourage
the SEOs to take unnecessary and excessive risks that threaten the value
of the Corporation;
|
|
·
|
it
has reviewed with senior risk officers the employee compensation plans and
has made all reasonable efforts to limit any unnecessary risks these plans
pose to the Corporation; and
|
|
·
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it
has reviewed the employee compensation plans to eliminate any features of
these plans that would encourage the manipulation of reported earnings of
the Corporation to enhance the compensation of any
employee.
|
The
Compensation Committee has reviewed and discussed the Compensation Discussion
& Analysis required by Item 402(b) of Regulation S-K with management and,
based on such review and discussions, the Compensation Committee recommended to
the Board of Directors that the Compensation Discussion & Analysis be
included in the Proxy Statement.
COMPENSATION
COMMITTEE
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Jan
E. Fisher , Chair
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R.
Bruce Haner
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Leo
F. Lambert
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Edward
H. Owlett, III
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Leonard
Simpson
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James
E. Towner
|
5
PART IV
ITEM 15. EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
(a) (1).
The following consolidated financial statements are set forth in Part II, Item
8:
Page
|
||
Report
of Independent Registered Public Accounting Firm
|
*
|
|
Financial
Statements:
|
||
Consolidated
Balance Sheet - December 31, 2009 and 2008
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*
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|
Consolidated
Statement of Income - Years Ended
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||
December
31, 2009, 2008 and 2007
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*
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Consolidated
Statement of Changes in Stockholders' Equity -
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||
Years
Ended December 31, 2009, 2008 and 2007
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*
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Consolidated
Statement of Cash Flows - Years Ended
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||
December
31, 2009, 2008 and 2007
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*
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Notes
to Consolidated Financial Statements
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*
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(a)(2)
Financial statement schedules are not applicable or included in the financial
statements or related notes.*
(a)(3)
Exhibits (numbered as in Item 601 of Regulation S-K):
2. Plan of acquisition,
reorganization, arrangement, liquidation or
succession
|
|
Not
applicable
|
3.
(i) Articles of Incorporation
|
|
Incorporated by reference to
Exhibit 3.1 of the Corporation's Form 8-K
filed September
21, 2009
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3.
(ii) By-laws
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Incorporated by reference to
Exhibit 3.2 of the Corporation's Form 8-K filed
September 21, 2009
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4. Instruments defining the
rights of security holders, including
indentures
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|
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4.1 Certificate of Designation
establishing the Series A Preferred
Stock
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Incorporated by reference to
Exhibit 3.1 of the Corporation's Form 8-K filed
September 21, 2009
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4.2
Form of Warrant to Purchase Common Stock
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Incorporated by reference to
Exhibit 4.2 of the Corporation's Form 8-K filed
January 22, 2009
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9.
Voting trust agreement
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Not
applicable
|
|
10.
Material contracts:
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||
10.1 Letter agreement dated
January 16, 2009 with the U.S. Department of the Treasury,
including Securities Purchase Agreement - Standard
Terms
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Incorporated by reference to
Exhibit 10.1 of the Corporation's Form 8-K filed
January 22, 2009
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10.2 Form of waiver required for
senior executive officers in connection with sale of
preferred stock under the Capital Purchase Program
|
|
Incorporated by reference to
Exhibit 10.2 of the Corporation's Form 8-K filed
January 22, 2009
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10.3 Form of Stock Option and
Restricted Stock agreement dated January 3, 2008 between the
Corporation and its independent directors pursuant to
the Citizens & Northern Corporation Independent Directors
Stock Incentive Plan
|
|
Incorporated by reference to
Exhibit 10.1 of the Corporation's Form 10-Q filed
on May 6,
2008
|
6
10.4 Form of Stock Option
agreement dated January 3, 2008 between the Corporation and
certain officers pursuant to the Citizens & Northern
Corporation Stock Incentive Plan
|
|
Incorporated by reference to
Exhibit 10.2 of the Corporation's Form 10-Q filed
on May 6,
2008
|
10.5 Form of Restricted Stock
agreement dated January 3, 2008 between the Corporation and
certain officers pursuant to the Citizens & Northern
Corporation Stock Incentive Plan
|
|
Incorporated by reference to
Exhibit 10.3 of the Corporation's Form 10-Q filed
on May 6,
2008
|
10.6 Employment agreement dated
December 30, 2002 between Citizens Bancorp, Inc.
and Charles H. Updegraff, Jr. (assumed by the Corporation in
the merger between the Corporation and Citizens Bancorp,
Inc. effective May 1, 2007)
|
|
Incorporated by reference to
Exhibit 10.3 filed with the Corporation's Form
10-K on
February 29, 2008
|
10.7
Form of Indemnification Agreements dated May 2004 between the
Corporation and the Directors and certain
officers
|
Incorporated
by reference to Exhibit 10.1 filed with the
Corporation's Form 10-K on March 11, 2005
|
|
10.8 Change in Control Agreement
dated March 1, 2010 between the Corporation and
Charles H. Updegraff, Jr.
|
|
Incorporated by reference to
Exhibit 10.1 filed with the Corporation’s Form 8-K
on March 1, 2010
|
10.9 Change in Control Agreement
dated April 15, 2008 between the Corporation and
George M. Raup
|
|
Incorporated by reference to
Exhibit 10.9 filed with the Corporation's Form
10-K on March
6, 2009
|
10.10 Change in Control Agreement
dated July 21, 2005 between the Corporation and
Harold F. Hoose, III
|
|
Incorporated by reference to
Exhibit 10.1 filed with the Corporation's Form
10-K on March
3, 2006
|
10.11 Change in Control Agreement
dated December 31, 2003 between the Corporation and
Thomas L. Rudy, Jr.
|
|
Incorporated by reference to
Exhibit 10.2 filed with the Corporation's Form
10-K on March
11, 2005
|
10.12 Change in Control Agreement
dated December 31, 2003 between the Corporation and Mark
A. Hughes
|
|
Incorporated by reference to
Exhibit 10.2 filed with the Corporation's Form
10-K on March
10, 2004
|
10.13
Change in Control Agreement dated December 31, 2003 between the
Corporation and Deborah E. Scott
|
|
Incorporated by reference to
Exhibit 10.4 filed with the Corporation's Form
10-K on March
10, 2004
|
10.14 Third Amendment to Citizens
& Northern Corporation Stock Incentive
Plan
|
|
Incorporated by reference to
Exhibit A to the Corporation's proxy
statement dated
March 18, 2008 for the annual meeting of stockholders held on
April 15, 2008
|
10.15 Second Amendment to
Citizens & Northern Corporation Stock Incentive
Plan
|
|
Incorporated by reference to
Exhibit 10.5 filed with the Corporation's Form
10-K on March
10, 2004
|
10.16 First Amendment to Citizens
& Northern Corporation Stock Incentive
Plan
|
|
Incorporated by reference to
Exhibit 10.6 filed with the Corporation's Form
10-K on March
10, 2004
|
7
10.17
Citizens & Northern Corporation Stock Incentive Plan
|
|
Incorporated by reference to
Exhibit 10.7 filed with the Corporation's Form
10-K on March
10, 2004
|
10.18 First Amendment to Citizens
& Northern Corporation Independent Directors Stock
Incentive Plan
|
|
Incorporated by reference to
Exhibit B to the Corporation's proxy
statement dated
March 18, 2008 for the annual meeting of stockholders held on
April 15, 2008
|
10.19 Citizens & Northern
Corporation Independent Directors Stock Incentive
Plan
|
|
Incorporated by reference to
Exhibit A to the Corporation's proxy
statement dated
March 19, 2001 for the annual meeting of stockholders held
on April 17,
2001.
|
10.20 Citizens & Northern
Corporation Supplemental Executive Retirement Plan (as amended and
restated)
|
|
Incorporated by reference to
Exhibit 10.21 filed with the Corporation's Form
10-K on March
6, 2009
|
11.
Statement re: computation of per share earnings
|
*
|
|
12.
Statements re: computation of ratios
|
Not
applicable
|
|
13.
Annual report to security holders, Form 10-Q or quarterly report to
security holders
|
|
Not
applicable
|
14.
Code of ethics
|
|
The Code of Ethics is available
through the Corporation's website at
www.cnbankpa.com. To access the Code of Ethics,
click on "Shareholder News," followed by
"Corporate Governance Policies" and "Code of
Ethics."
|
16.
Letter re: change in certifying accountant
|
Not
applicable
|
|
18.
Letter re: change in accounting principles
|
Not
applicable
|
|
21.
Subsidiaries of the registrant
|
*
|
|
22. Published report regarding
matters submitted to vote of security
holders
|
|
Not
applicable
|
23.
Consents of experts and counsel
|
Not
applicable
|
|
24.
Power of attorney
|
Not
applicable
|
|
31.
Rule 13a-14(a)/15d-14(a) certifications:
|
||
31.1
Certification of Chief Executive Officer
|
*
|
|
31.2
Certification of Chief Financial Officer
|
*
|
|
31.3
Certification of Chief Executive Officer
|
Filed
herewith
|
|
31.4
Certification of Chief Financial Officer
|
Filed
herewith
|
|
32.
Section 1350 certifications
|
*
|
|
32.1
Section 1350 certifications
|
Filed
herewith
|
|
33. Report on assessment of
compliance with servicing criteria for asset-backed
securities
|
|
Not
applicable
|
8
34. Attestation
report on assessment of compliance with servicing criteria for
asset-backed securities
|
|
Not
applicable
|
35.
Service compliance statement
|
Not
applicable
|
|
99.
Additional exhibits:
|
||
99.1 Additional information mailed or made available online to shareholders with proxy statement and Form 10-K on March 12, 2010
|
|
*
|
99.2
TARP Certification of Principal Executive Officer
|
Filed
herewith
|
|
99.3
TARP Certification of Principal Financial Officer
|
Filed
herewith
|
|
100.
XBRL-related documents
|
Not
applicable
|
* Previously
filed.
9
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, Citizens & Northern Corporation has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized:
By:
|
/s/
Charles H. Updegraff, Jr.
|
|
President and Chief Executive Officer
|
Date: May
26, 2010
By:
|
/s/
Mark A. Hughes
|
|
Treasurer
and Principal Accounting
Officer
|
Date: May
26, 2010
10
INDEX OF
EXHIBITS
2. Plan of acquisition, reorganization, arrangement,
|
Not applicable
|
|
liquidation or succession
|
||
3. (i) Articles of Incorporation
|
Incorporated by reference to Exhibit 3.1 of
the
|
|
Corporation's Form 8-K filed
September 21, 2009
|
||
3. (ii) By-laws
|
Incorporated by reference to Exhibit 3.2 of the
|
|
Corporation's Form 8-K filed September 21, 2009
|
||
4. Instruments defining the rights of security holders,
|
||
including indentures
|
||
4.1 Certificate of Designation establishing the Series A
|
Incorporated by reference to Exhibit 3.1 of the
|
|
Preferred Stock
|
Corporation's Form 8-K filed September 21, 2009
|
|
4.2 Form of Warrant to Purchase Common Stock
|
Incorporated by reference to Exhibit 4.2 of the
|
|
Corporation's Form 8-K filed January 22, 2009
|
||
9. Voting trust agreement
|
Not applicable
|
|
10. Material contracts:
|
||
10.1 Letter agreement dated January 16, 2009 with the U.S.
|
Incorporated by reference to Exhibit 10.1 of the
|
|
Department of the Treasury, including Securities Purchase
|
Corporation's Form 8-K filed January 22, 2009
|
|
Agreement - Standard Terms
|
10.2 Form of waiver required for senior executive officers in
|
Incorporated by reference to Exhibit 10.2 of the
|
|
connection with sale of preferred stock under the Capital
|
Corporation's Form 8-K filed January 22, 2009
|
|
Purchase Program
|
||
10.3 Form of Stock Option and Restricted Stock agreement
|
Incorporated by reference to Exhibit 10.1 of
|
|
dated January 3, 2008 between the Corporation and its
|
the Corporation's Form 10-Q filed on
|
|
independent directors pursuant to the Citizens & Northern
|
May 6, 2008
|
|
Corporation Independent Directors Stock Incentive Plan
|
||
10.4 Form of Stock Option agreement dated January 3, 2008
|
Incorporated by reference to Exhibit 10.2 of
|
|
between the Corporation and certain officers pursuant
|
the Corporation's Form 10-Q filed on
|
|
to the Citizens & Northern Corporation Stock Incentive Plan
|
May 6, 2008
|
|
10.5 Form of Restricted Stock agreement dated January 3,
|
Incorporated by reference to Exhibit 10.3 of
|
|
2008 between the Corporation and certain officers pursuant
|
the Corporation's Form 10-Q filed on
|
|
to the Citizens & Northern Corporation Stock Incentive Plan
|
May 6, 2008
|
|
10.6 Employment agreement dated December 30, 2002
|
Incorporated by reference to Exhibit 10.3
|
|
between Citizens Bancorp, Inc. and Charles H. Updegraff, Jr.
|
filed with the Corporation's Form 10-K
|
|
(assumed by the Corporation in the merger between the
|
on February 29, 2008
|
|
Corporation and Citizens Bancorp, Inc. effective May 1, 2007)
|
||
10.7 Form of Indemnification Agreements dated May 2004
|
Incorporated by reference to Exhibit 10.1
|
|
between the Corporation and the Directors and certain officers
|
filed with the Corporation's Form 10-K
|
|
on March 11, 2005
|
||
10.8 Change in Control Agreement dated March 1, 2010
|
Incorporated by reference to Exhibit 10.1 filed
|
|
between the Corporation and Charles H. Updegraff, Jr.
|
with the Corporation’s Form 8-K on March 1, 2010
|
11
10.9 Change in Control Agreement dated April 15, 2008
|
Incorporated by reference to Exhibit 10.9
|
|
between the Corporation and George M. Raup
|
filed with the Corporation's Form 10-K
|
|
on March 6, 2009
|
||
10.10 Change in Control Agreement dated July 21, 2005
|
Incorporated by reference to Exhibit 10.1
|
|
between the Corporation and Harold F. Hoose, III
|
filed with the Corporation's Form 10-K
|
|
on March 3, 2006
|
||
10.11 Change in Control Agreement dated December 31, 2003
|
Incorporated by reference to Exhibit 10.2
|
|
between the Corporation and Thomas L. Rudy, Jr.
|
filed with the Corporation's Form 10-K
|
|
on March 11, 2005
|
||
10.12 Change in Control Agreement dated December 31, 2003
|
Incorporated by reference to Exhibit 10.2
|
|
between the Corporation and Mark A. Hughes
|
filed with the Corporation's Form 10-K
|
|
on March 10, 2004
|
10.13 Change in Control Agreement dated December 31, 2003
|
Incorporated by reference to Exhibit 10.4
|
|
between the Corporation and Deborah E. Scott
|
filed with the Corporation's Form 10-K
|
|
on March 10, 2004
|
||
10.14 Third Amendment to Citizens & Northern Corporation
|
Incorporated by reference to Exhibit A to
|
|
Stock Incentive Plan
|
the Corporation's proxy statement
|
|
dated March 18, 2008 for the annual
|
||
meeting of stockholders held on April 15, 2008
|
||
10.15 Second Amendment to Citizens & Northern Corporation
|
Incorporated by reference to Exhibit 10.5
|
|
Stock Incentive Plan
|
filed with the Corporation's Form 10-K
|
|
on March 10, 2004
|
||
10.16 First Amendment to Citizens & Northern Corporation
|
Incorporated by reference to Exhibit 10.6
|
|
Stock Incentive Plan
|
filed with the Corporation's Form 10-K
|
|
on March 10, 2004
|
||
10.17 Citizens & Northern Corporation Stock Incentive Plan
|
Incorporated by reference to Exhibit 10.7
|
|
filed with the Corporation's Form 10-K
|
||
on March 10, 2004
|
||
10.18 First Amendment to Citizens & Northern Corporation
|
Incorporated by reference to Exhibit B to
|
|
Independent Directors Stock Incentive Plan
|
the Corporation's proxy statement
|
|
dated March 18, 2008 for the annual
|
||
meeting of stockholders held on April 15, 2008
|
||
10.19 Citizens & Northern Corporation Independent Directors
|
Incorporated by reference to Exhibit A to
|
|
Stock Incentive Plan
|
the Corporation's proxy statement
|
|
dated March 19, 2001 for the annual
|
||
meeting of stockholders held on
|
||
April 17, 2001.
|
||
10.20 Citizens & Northern Corporation Supplemental Executive
|
Incorporated by reference to Exhibit 10.21
|
|
Retirement Plan (as amended and restated)
|
filed with the Corporation's Form 10-K
|
|
on March 6, 2009
|
||
11. Statement re: computation of per share earnings
|
*
|
|
12. Statements re: computation of ratios
|
Not applicable
|
12
13. Annual report to security holders, Form 10-Q or
|
Not applicable
|
|
quarterly report to security holders
|
||
14. Code of ethics
|
The Code of Ethics is available through the
|
|
Corporation's website at www.cnbankpa.com.
|
||
To access the Code of Ethics, click on
|
||
"Shareholder News," followed by "Corporate
|
||
Governance Policies" and "Code of Ethics."
|
||
16. Letter re: change in certifying accountant
|
Not applicable
|
|
18. Letter re: change in accounting principles
|
Not applicable
|
|
21. Subsidiaries of the registrant
|
*
|
|
22. Published report regarding matters submitted to
|
Not applicable
|
|
vote of security holders
|
||
23. Consents of experts and counsel
|
Not applicable
|
|
24. Power of attorney
|
Not applicable
|
|
31. Rule 13a-14(a)/15d-14(a) certifications:
|
||
31.1 Certification of Chief Executive Officer
|
*
|
|
31.2 Certification of Chief Financial Officer
|
*
|
|
31.3 Certification of Chief Executive Officer
|
Filed herewith
|
|
31.4 Certification of Chief Financial Officer
|
Filed herewith
|
|
32. Section 1350 certifications
|
*
|
|
32.1 Section
1350 certifications
|
Filed herewith
|
|
33. Report on assessment of compliance with servicing criteria for
|
||
asset-backed securities
|
Not applicable
|
|
34. Attestation report on assessment of compliance with servicing
|
||
criteria for asset-backed securities
|
Not applicable
|
|
35. Service compliance statement
|
Not applicable
|
|
99. Additional exhibits:
|
||
99.1 Additional information mailed or made available online to
|
*
|
|
shareholders with proxy statement and Form 10-K on
|
||
March 12, 2010
|
||
99.2 TARP
Certification of Principal Executive Officer
|
Filed
herewith
|
|
99.3 TARP
Certification of Principal Financial Officer
|
Filed
herewith
|
|
100. XBRL-related documents
|
Not applicable
|
* Previously
filed.
13