CITIZENS & NORTHERN CORP
EX-10.3 CHANGE IN CONTROL AGREEMENT
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<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>l05566aexv10w3.txt
<DESCRIPTION>EX-10.3 CHANGE IN CONTROL AGREEMENT
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EXHIBIT 10.3

                           CHANGE IN CONTROL AGREEMENT

         THIS CHANGE IN CONTROL AGREEMENT ("Agreement") is entered into as of
the 31st day of December, 2003, by and among CITIZENS & NORTHERN CORPORATION, a
Pennsylvania corporation (the "Corporation"), CITIZENS & NORTHERN BANK, a
Pennsylvania bank (the "Bank"), and MATTHEW P. PROSSEDA, an employee of the
Corporation and/or the Bank and/or of a subsidiary of either (the "Employee").
The Corporation and the Bank are collectively referred to herein as the
"Employer."

         WHEREAS, the Employer wishes to assure itself of the continuity of the
Employee's services in the event of any actual change in control of the
Corporation; and

         WHEREAS, the Employer and the Employee accordingly desire to enter into
this Agreement on the terms and conditions set forth below;

         NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, it is hereby agreed by and between the parties as follows:

         1.       TERM OF AGREEMENT. The "Term" of this Agreement shall commence
on the date hereof and shall continue through December 31, 2004; provided,
however, that on such date and on each December 31 thereafter, the Term of this
Agreement shall automatically be extended for one additional year unless, not
later than the preceding January 1 either party shall have given written notice
to the other that such party does not wish to extend the Term; and provided,
however, that if a Change in Control (as defined in Section 3 below) shall have
occurred during the original or any extended Term of this Agreement, the Term of
this Agreement shall continue for a period of twenty-four (24) calendar months
commencing with the calendar month in which such Change in Control occurs and
shall end upon the expiration of such 24 month period.

         2.       EMPLOYMENT AFTER A CHANGE IN CONTROL. If the Employee is in
the employ of the Bank on the date of a Change in Control, the Bank hereby
agrees to continue the Employee in its employ for the period commencing on the
date of the Change in Control and ending on the last day of the Term of this
Agreement (the "Employment Period"). During the Employment Period, the Employee
shall hold such position with the Bank and exercise such authority and perform
such employment duties as are commensurate with the Employee's position,
authority and duties immediately prior to the Change in Control. The Employee
agrees that during the Employment Period the Employee shall devote full business
time exclusively to the Employee's duties and perform such duties faithfully and
efficiently; provided, however, that nothing in this Agreement shall prevent
either (i) the Employee from voluntarily resigning from employment upon at least
sixty (60) days' written notice to the Bank under circumstances which do not
constitute a Termination (as defined below in Section 5), or (ii) the Bank
terminating the Employee for "Cause" as defined in Section 5 hereof or for any
other reason or no reason.

         3.       CHANGE IN CONTROL. For purposes of this Agreement, a "Change
in Control" means the happening of any of the following: the merger of the
Corporation into, or the consolidation of the Corporation with, another entity;
the sale or other disposition of all or substantially all of the Corporation's
assets; or the liquidation of the Corporation; provided, however, that a Change
in Control shall not be deemed to have occurred by reason of a transaction, or a
substantially concurrent or otherwise related series of transactions, upon the
completion of which 50 percent or more of the beneficial ownership of the voting
power of the Corporation (or of the surviving corporation or corporation
directly or indirectly controlling the Corporation) is held by (i) employee
benefit plans of the Corporation ; or (ii) an "Affiliate" of the Corporation (as
defined in the Securities Exchange Act of 1934, as amended).

         4.       COMPENSATION DURING THE EMPLOYMENT PERIOD. During the
Employment Period, the Employee shall be compensated as follows:

                  a.       The Employee shall receive compensation which is not
less than compensation paid by the Employer to the Employee immediately prior to
the Employment Period; and

                  b.       The Employee shall be eligible to participate in the
Employer employee benefit plans which are not materially less favorable to the
Employee than the Employer employee benefit plans in which the Employee
participated in immediately prior to the Employment Period.

         5.       TERMINATION. For purposes of this Agreement, the term
"Termination" shall mean termination of the employment of the Employee during
the Employment Period either (i) by the Employer, for any reason other than
death,

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Disability (as defined below), or Cause (as described below), or (ii) by
resignation of the Employee upon the occurrence of one or more of the following
events:

                  a.       A significant change in the nature or scope of the
Employee's authorities or duties from those described in Section 2 above, a
breach of any of the provisions of Section 4 above, or the breach by the
Employer of any other provision of this Agreement;

                  b.       The relocation of the Employee's office to a location
more than 35 miles from the location of the Employee's office immediately prior
to the Employment Period;

                  c.       A reasonable determination by the Employee that, as a
result of a Change in Control and a change in circumstances thereafter
significantly affecting the nature and scope of Employee's authorities and
duties from those described in Section 2 above, the Employee is unable to
exercise the authorities, powers, functions or duties associated with the
Employee's position as contemplated by Section 2 above; or

                  d.       The failure of the Corporation to obtain a
satisfactory agreement from any successor to assume and agree to perform this
Agreement as contemplated in Section 15 below.

         The date of the Employee's Termination under this Section 5 shall be
the date specified by the Employee or the Employer, as the case may be, in a
written notice to the other party complying with the requirements of Section 11
below. For purposes of this Agreement, the Employee shall be considered to have
a "Disability" during the period in which the Employee is unable, by reason of a
medically determinable physical or mental impairment, to engage in the material
and substantial duties of the Employee's regular occupation, which condition is
expected to be permanent. For purposes of this Agreement, the term "Cause"
means, in the reasonable judgment of the Board of Directors of the Employer, (i)
the willful and continued failure by the Employee to substantially perform the
Employee's duties with the Employer after written notification by the Employer,
or (ii) the willful engaging by the Employee in conduct which is demonstrably
injurious to the Employer, monetarily or otherwise, or (iii) the engaging by the
Employee in egregious misconduct involving moral turpitude. For purposes of this
Agreement, no act, or failure to act, on the Employee's part shall be deemed
"willful" unless done, or omitted to be done, by the Employee not in good faith
and without reasonable belief that such action was in the best interest of the
Employer.

         6.       SEVERANCE PAYMENTS. In the event of a Termination described in
Section 5 above, in lieu of the amounts otherwise payable under Section 4 above,
the Employee shall be entitled to receive (i) Employer-paid COBRA premiums
(relating to the Employee's group medical insurance continuation premiums) for a
period of eighteen (18) months after the date of Termination, and (ii) a lump
sum payment in cash no later than thirty (30) business days after the date of
Termination equal to the sum of:

                  a.       the Employee's unpaid salary, accrued vacation pay
and unreimbursed business expenses through and including the date of
Termination; and

                  b.       an amount equal to one times the Employee's base
salary in effect immediately prior to the date of Termination.

         7.       EXCESS PARACHUTE PAYMENT LIMITATION. Notwithstanding any other
provision of this Agreement, if the sum of the payments to the Employee
described in this Agreement and in any other agreement, program, or plan between
the Employee and the Employer (or an affiliate of the Employer) attributable to
the same Change in Control constitute "excess parachute payments" (as defined in
Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended ("Code")),
the Employer shall reduce the amounts otherwise payable to the Employee under
this Agreement so that the Employee's total "parachute payment" (as defined in
Code Section 280G(b)(2)(A)) under this Agreement and any other agreements,
programs, or plans shall be One Thousand Dollars ($1,000) less than the amount
that would be an "excess parachute payment."

         8.       WITHHOLDING. All payments to the Employee under this Agreement
will be subject to all applicable withholding of state and federal taxes.

         9.       CONFIDENTIALITY AND NON-SOLICITATION. The Employee agrees
that:

                  a.       Except as may be required by the lawful order of a
court or agency of competent jurisdiction, or except to the extent that the
Employee has express authorization from the Employer, the Employee agrees to
keep secret and confidential all non-public information concerning the Employer
(or any entity controlled by the Employer) which was acquired by or disclosed to
the Employee during the course of the Employee's employment with the Employer
(or any entity

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controlled by the Employer), and not to disclose the same, either directly or
indirectly, to any other person, firm or business entity or to use it in any
way.

                  b.       While the Employee is employed by the Employer (or
any entity controlled by the Employer) and for a period of twelve (12) months
after the date of the Employee's Termination or other termination of employment
with the Employer, the Employee covenants and agrees that Employee will not,
whether for Employee or for any other person, business, partnership,
association, firm, company or corporation, initiate contact with, solicit,
divert or take away any of the customers (entities or individuals from which the
Employer or any entity controlled by the Employer receives payment for services)
of the Employer (or any entity controlled by the Employer) or employees of the
Employer (or any entity controlled by the Employer) in existence from time to
time during Employee's employment with the Employer (or any entity controlled by
the Employer) and at the time of such initiation, solicitation or diversion.

         10.      MITIGATION AND SET-OFF. The Employee shall not be required to
mitigate the amount of any payment provided for in this Agreement by seeking
other employment or otherwise. The Employer shall not be entitled to set off
against the amounts payable to the Employee under this Agreement any amounts
earned by the Employee in other employment after termination of employment with
the Employer, or any amounts which might have been earned by the Employee in
other employment had he sought such other employment.

         11.      NOTICES. Any notice of Termination of the Employee's
employment by the Employer or the Employee for any reason under Section 5 above
shall be upon no less than fifteen (15) days' and no greater than forty-five
(45) days' advance written notice to the other party. Any notices, requests,
demand and other communications provided for by this Agreement shall be
sufficient if in writing and if sent by registered or certified mail to the
Employee at the last address the Employee has filed in writing with the Employer
or, in the case of the Employer, to the attention of the Secretary of the
Employer, at its principal executive offices.

         12.      NON-ALIENATION. The Employee shall not have any right to
pledge, hypothecate, anticipate or in any way create a lien upon any amounts
provided under this Agreement; and no amounts payable hereunder shall be
assignable in anticipation of payment either by voluntary or involuntary acts,
or by operation of law. Nothing in this Section 12 shall limit the Employee's
rights or powers to dispose of the Employee's property by Last Will and
Testament or limit any rights or powers which the Employee's executor or
administrator would otherwise have. This Agreement shall inure to the benefit of
and be enforceable by the Employee's personal or legal representatives,
executors, administrators, successors, heirs, designees, devisees, and legatees.
If the Employee should die while any amount is still payable to the Employee
hereunder had the Employee continued to live, all such amounts shall be paid in
accordance with the terms of this Agreement to the Employee's designees,
devisees, or legatee, or if there are none, to the Employee's estate.

         13.      GOVERNING LAW. The provisions of this Agreement shall be
construed in accordance with the laws of the State of Pennsylvania, without
application of conflict of laws provisions thereunder.

         14.      AMENDMENT. This Agreement may be amended or canceled by mutual
agreement of the parties in writing without the consent of any other person and,
except as specifically provided in Section 15 hereto, so long as the Employee
lives, no person, other than the parties hereto, shall have any rights under or
interest in this Agreement or the subject matter hereof.

         15.      SUCCESSORS TO THE EMPLOYER. This Agreement shall be binding
upon and inure to the benefit of the Employer and any successor of the Employer.
The Employer shall require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Employer to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that the Employer would
be required to perform it if no succession had taken place.

         16.      EMPLOYMENT STATUS. Nothing herein contained shall be deemed to
create an employment agreement between the Employer and the Employee, providing
for the employment of the Employee by the Employer for any fixed period of time.
The Employee's employment with the Employer is terminable at will by the
Employer or the Employee, and each shall have the right to terminate the
Employee's employment with the Employer at any time, with or without Cause,
subject to (i) the notice provisions of this Agreement, and (ii) the Employer's
obligation to provide severance payments if and as required by Section 6. Upon a
termination of the Employee's employment prior to the date of a Change in
Control, there shall be no rights of the Employee under this Agreement.

         17.      SEVERABILITY. In the event that any provision or portion of
this Agreement shall be determined to be invalid or unenforceable for any
reason, the remaining provisions of this Agreement shall be unaffected thereby
and shall remain in full force and effect.

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         18.      SURVIVAL. Notwithstanding any other provision of this
Agreement to the contrary, Sections 9 and 15 shall survive the termination of
this Agreement and the termination of the Employee's employment with the
Employer.

         19.      COUNTERPARTS. This Agreement may be executed in two or more
counterparts, any one of which shall be deemed the original without reference to
the others.

         IN WITNESS WHEREOF, the Employee and the Employer have executed this
Agreement as of the day and year first above written, but on the dates indicated
below each.

                                          EMPLOYEE:

                                          Signature: Matthew P. Prosseda  /s/
                                                     ---------------------------

                                          Printed Name: MATTHEW P. PROSSEDA
                                          Address:      40 Valley View Estates
                                                        Wellsboro, PA   16901

                                          Date:         2/17/04

                                          CORPORATION:

                                          CITIZENS & NORTHERN CORPORATION

                                          By:   Craig G. Litchfield  /s/
                                                --------------------------------

                                          Title: Chairman, President & CEO

                                          Date: 2/17/04

                                          BANK:

                                          CITIZENS & NORTHERN BANK

                                          By:    Craig G. Litchfield   /s/
                                                 -------------------------------

                                          Title: Chairman, President & CEO

                                          Date:  2/17/04


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