STOCK OPTION AGREEMENT (Non-Qualified Option - Immediate Vesting - Restricted Stock) THIS AGREEMENT GRANTS A NON-QUALIFIED STOCK OPTION RESALE OF STOCK ISSUED ON EXERCISE OF THIS OPTION WILL BE RESTRICTED
Exhibit
10(s)
(Non-Qualified
Option - Immediate Vesting - Restricted Stock)
THIS
AGREEMENT GRANTS A NON-QUALIFIED
STOCK OPTION
RESALE
OF STOCK ISSUED ON EXERCISE OF THIS OPTION WILL BE RESTRICTED
Dear
_______________________________ (“Grantee”):
In
view
of your substantial contributions toward the achievement of the business
goals
and objectives of DNB Financial Corporation (the "Corporation") and DNB First,
National Association (the "Bank") and the expectation of your future
contributions, the Board of Directors of the Corporation is pleased to award
you
an option to purchase shares of the Common Stock of the Corporation pursuant
to
the 1995 Stock Option Plan of DNB Financial Corporation (As amended and
restated, effective as of April 27, 2004) (the "Plan"). This letter will
serve
as the stock option agreement between you and the Corporation. The option
awarded to you is subject to the following terms.
1. NUMBER
OF SHARES: You
are
awarded an option to purchase a total of ______ shares of the Common Stock
of
the Corporation, subject to the terms, conditions and restrictions set forth
in
this Agreement and the Plan.
2. RESALE
RESTRICTIONS ON SHARES:
(a)
When
issued, your resale or other disposition of these shares will be restricted
for
two
(2) years from the date the Common Stock is issued to
you,
on the
following terms and will bear the following legend:
“Sale,
assignment, pledge, gift, or any other disposition, alienation or encumbrance
of
the shares represented by this certificate are restricted and prohibited
until
______________, _____ pursuant to the terms of a Stock Option Agreement dated
December 22, 2005, between DNB Financial Corporation and the holder of the
shares named on this certificate, which may be examined at the principal
office
of the Company, and such shares may be sold, transferred, assigned, pledged,
given or otherwise disposed of, alienated or encumbered only upon compliance
with the terms of that Agreement.”
(b)
Notwithstanding subsection (a) of this Section (but subject to subsection
(c) of
this Section), upon and after issuance of the shares on your exercise of
this
option, you will be authorized to resell these shares free of the restriction
set forth in subsection (a) of this Section solely for the purpose of paying
or
reimbursing the Corporation for federal, state or local withholding taxes
applicable to your exercise of any stock options relating to shares of Common
Stock of the Corporation.
(c)
Even
if you are permitted to resell these shares free of the restriction described
in
subsection (a) of this Section, resale may nevertheless be restricted for
other
reasons under applicable securities laws. For example, if
you are
an “affiliate” of the Corporation, your resale of the Common Stock you receive
on exercise of an Option will be subject to resale restrictions. A person
who is
an “affiliate” of the Corporation may not resell shares of Common Stock received
by such employee upon exercise of Options under the Plan, except pursuant
to an
effective registration statement under the Securities Act of 1933 (the
“Securities Act”) or in accordance with Rule 144 promulgated under the
Securities Act or another exemption available under the Securities Act. For
purposes of the Securities Act, an employee will be considered to be an
“affiliate” of the Corporation if such employee directly or indirectly controls
the Corporation. In addition, under Section 16(b) of the Securities Exchange
Act
of 1934 (the “Exchange Act”), if you are a director or one of certain types of
“officer” of the Corporation identified in SEC regulations under Section 16(b),
you may be liable to the Corporation for profit you are deemed to realize
if you
make certain types of purchases and certain types of sales of the Common
Stock
within a period of less than six months of each other. You should consult
with
legal counsel as to your status as an “affiliate” of the Corporation and the
applicability of Section 16(b) of the Exchange Act to you.
3. TYPE
OF OPTION: The
option awarded to you is a Non-Qualified
Option
as that
term is defined in the Plan.
4. EXERCISE
PRICE: The
shares may be purchased upon your exercise of this option for the price of
$____
per share
5. DATE
OF GRANT OF AWARD: The
Grant
Date
of the
award of this option is _____, 200_, which is also the date of this
Agreement.
6. STATED
EXPIRATION DATE: Unless
earlier terminated as explained below, the option awarded to you expires
(with
respect to any number of shares subject to this option not previously exercised)
on the 10th anniversary of the Grant Date stated above. This is the Stated
Expiration Date.
7. DATE
OPTION BECOMES EXERCISEABLE; LOSS OF OPTION IN CERTAIN CIRCUMSTANCES:
The
stock
option awarded to you is exercisable at any time after the Grant Date stated
above. The stock option remains exercisable by you until the expiration of
the
option in accordance with the terms of this Agreement and the terms of the
Plan.
8. EXERCISE
OF OPTION: You
may
exercise the option awarded to you from time to time as provided above by
delivering to the Corporation all of the following:
(a)
Written
notice of the exercise marked to the attention of the Chief Financial Officer
specifying the number of whole shares in respect of which you are exercising
the
option.
(b) Payment
of the exercise price for such shares in any of the following forms: (i)
cash,
(ii) certified check payable to the order of the Corporation, (iii) shares
of
Common Stock of the Corporation already owned by you, (iv) shares of Common
Stock of the Corporation you are entitled to receive as a result of stock
option
exercises that you are entitled to make for such purpose, but only if those
options are “in the money,” or (v) any combination of the foregoing.
(c) Payment
of any federal, state and local withholding taxes required in respect of
such
exercise in any combination of the forms of payment described in (b) above.
Shares
of
Common Stock of the Corporation may only be applied against the exercise
price
or to pay any federal, state or local withholding taxes to the extent consistent
with any restrictions applicable to such shares. If shares of Common Stock
of
the Corporation are to be applied in whole or partial payment of the exercise
price or any withholding taxes, they shall be applied at their fair market
value
(as determined under the Plan) on the Exercise Date.
Upon
receipt of the documents and payments listed above, the Corporation will
issue
you a certificate for the number of shares with respect to which you have
exercised the option.
9. EXERCISE
DATE: The
date
on which the Corporation receives the documents specified above in complete
and
otherwise acceptable form and the payments specified above will be treated
as
the Exercise Date with respect to your exercise of the stock
option.
10. NON-ASSIGNABILITY
OF OPTION: Except
as
provided by the Plan, the option awarded to you is exercisable only by you.
The
option may not be transferred, assigned, pledged as security or hypothecated
in
any other way and shall not be subject to execution, attachment or similar
process even if you agree with someone else that it will be, except that
if you
die while still employed with the Corporation or the Bank, your estate or
the
person who acquires the right to exercise the Stock Option upon your death
by
bequest or inheritance may exercise your option. Upon any attempt by you
to
transfer, assign, pledge, hypothecate or otherwise dispose of this option
or of
any portion thereof or upon the levy of any execution, attachment or similar
process on this option or on any portion thereof, the option awarded to you
will
immediately expire with respect to the number of shares not exercised prior
to
such event.
11. RIGHTS
IN SHARES SUBJECT TO OPTION: You
will
not be treated as a holder of any of the shares subject to this option or
of any
rights of a holder of such shares unless and until the shares are issued
to you
as evidenced by stock certificates.
12. EFFECT
ON EMPLOYMENT: This
letter is not an employment agreement or service contract. Therefore, none
of
the rights awarded to you by this letter affect, in any way, your employment
or
service relationship with the Corporation or the Bank.
13. TERMINATION
OF EMPLOYMENT OR SERVICE: Except
as
otherwise provided in the Plan or this Agreement, upon termination of your
employment with the Corporation or the Bank, if applicable, and your separation
from service as a Director of the Corporation and the Bank, if applicable,
the
unexercised portion of this option will terminate according to the following
terms:
(a) If
you
terminate or separate on account of death or disability or you terminate
or
separate on account of retirement which has been approved by the Corporation,
your option will terminate on the Stated Expiration Date described
above.
(b) If
the
termination of your employment or separation from service as a Director is
a
“Termination for Cause” as defined in the Plan, your option will terminate
automatically with respect to any shares not previously exercised, effective
immediately as of your termination or separation.
(c) If
you
terminate or separate for any other reason, your option will terminate at
the
close of business on the earlier of the Stated Expiration Date described
above
or on the ninetieth (90th) day following the date of your termination or
separation.
14. OPTION
AWARDED SUBJECT TO PLAN PROVISIONS: The
Plan
provisions take precedence over the provisions of this letter agreement,
Therefore, in the case of any inconsistency between any provision of this
letter
agreement and any provision of the Plan in effect on the Grant Date, the
provision of the Plan will control.
15. COUNTERPARTS:
This
letter agreement may be executed in one or more counterparts each of which
shall
be deemed an original and all of which shall be deemed one and the same
agreement.
IN
WITNESS WHEREOF, the Corporation and the Grantee have duly executed this
Agreement as of the Grant Date.
DNB
FINANCIAL CORPORATION
By:
________________________________
Print
Name: __________________________
Title:
_______________________________
|
Grantee:
________________________________
(Signature)
Print
Name: _______________________
|
12-2005
1995
STOCK OPTION PLAN OF DNB FINANCIAL CORPORATION
(As
amended and restated, effective as of April 27, 2004)
NOTICE
OF STOCK OPTION EXERCISE
To:
DNB
Financial Corporation Attention: Chief Financial Officer
From:
______________________________
(Grantee
Name)
|
Date:
__________________, 20____
|
Xxx.Xx.
(______) _______ - ___________
|
Address:
_______________________________
_______________________________
|
Date
of
Grant: _______________, _______ Number
of
Shares Exercised: ________
Exercise
Price Per Share: $ _________.____ Total
Exercise Price: $ __________
PLUS:
Federal
Income Tax Withholding
|
$
__________. ____
|
(Contact
Payroll to Determine)
|
|
|
|
F.I.C.A.
Tax Withholding
|
$
__________. ____
|
(Contact
Payroll to Determine)
|
|
|
|
Pennsylvania
Personal Income Tax Withholding
|
$
__________. ____
|
(Contact
Payroll to Determine))
|
|
|
|
Local
Earned Income Tax Withholding
|
$
__________. ____
|
(Contact
Payroll to Determine)
|
|
|
|
Subtotal
of withholding taxes
|
$
__________. ____
|
(Contact
Payroll to Determine)
|
|
|
|
Total
Remittance
|
$
__________. ____
|
_____
Check this box if you want to use all or part of any shares exercised that
are
“in the money” to pay exercise price or withholding taxes.
(Attach
certified check for net remittance due or attach properly endorsed certificates
of stock with equal value)
[Please
note that final remittance due is subject to adjustment pending determination
of
applicable stock value]
Please
accept the above notice of exercise and issue share certificates as
required.
__________________________________
(signature
of person authorized to exercise)