On November 21, 2023, Citizens Financial Services, Inc. (the Company) and First Citizens Community Bank (the Bank) entered into a change in control agreement (the Change in Control Agreement) with Stephen J. Guillaume, the Company?s Chief Financial Officer. The Change in Control Agreement provides that in the event of a ?Qualifying Termination? of Mr. Guillaume?s employment, Mr. Guillaume would be eligible for: (i) a payment equal to one times Mr. Guillaume?s then current annual base salary, payable within 60 days following his termination of employment, (ii) for a period of 18 months following termination of employment or until Mr. Guillaume secures substantially similar benefits through other employment, continuation of Mr. Guillaume?s health care insurance under the same terms and conditions he received coverage prior to his termination of employment, and (iii) for a period of 18 months following termination of employment or until Mr. Guillaume secures substantially similar benefits through other employment, continuation of Mr. Guillaume?s long term disability coverage to the extent he remains eligible under the Company?s or the Bank?s long term disability plan.

Payments under the Change in Control Agreement are triggered in the event of a ?Qualifying Termination?, which is defined in the Change in Control Agreement as either (i) a termination by the Bank of Mr. Guillaume?s employment (other than for death, disability or cause) during the period of time between the execution of an agreement to effect a ?Change in Control? and the date of the Change in Control or (ii) a termination by the Bank of Mr. Guillaume?s employment (other than for death, disability or cause) or a termination by Mr. Guillaume of his employment for ?good reason? during the period of time between the date of the Change in Control and the one year anniversary of the date of the Change in Control.