0000946275-10-000435 Sample Contracts

RESTRICTED STOCK AGREEMENT PURSUANT TO THE DIMECO, INC. FOR OFFICERS AND EMPLOYEES
Restricted Stock Agreement • September 17th, 2010 • Dimeco Inc • State commercial banks

This Agreement shall constitute an award of Restricted Stock (“Award”) for a total of ____________ shares of Common Stock of Dimeco, Inc. (the “Corporation”), which is hereby granted to ________________________________ (the “Participant”) at the price determined as provided herein, and in all respects subject to the terms, definitions and provisions of the Dimeco, Inc. 2010 Equity Incentive Plan (the “Plan”) adopted by the Corporation which is incorporated by reference herein, receipt of which is hereby acknowledged.

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STOCK OPTION AGREEMENT FOR NON-STATUTORY STOCK OPTIONS PURSUANT TO THE DIMECO, INC. NON-EMPLOYEE DIRECTORS
Stock Option Agreement • September 17th, 2010 • Dimeco Inc • State commercial banks

STOCK OPTIONS for a total of __________ shares of Common Stock of Dimeco, Inc. (the “Company”) is hereby granted to _____________________________ (the “Optionee”) at the price determined as provided in, and in all respects subject to the terms, definitions and provisions of the 2010 Equity Incentive Plan (the “Plan”) adopted by the Company which is incorporated by reference herein, receipt of which is hereby acknowledged. Such Stock Options do not comply with Options granted under Section 422 of the Internal Revenue Code of 1986, as amended.

STOCK OPTION AGREEMENT FOR INCENTIVE STOCK OPTIONS UNDER SECTION 422 OF THE INTERNAL REVENUE CODE PURSUANT TO THE DIMECO, INC. FOR EXECUTIVE OFFICERS
Stock Option Agreement • September 17th, 2010 • Dimeco Inc • State commercial banks

STOCK OPTIONS for a total of __________ shares of Common Stock of Dimeco, Inc. (the “Company”), which Option is intended to qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended, is hereby granted to ______________, (the “Optionee”), at the price determined as provided in, and in all respects subject to the terms, definitions and provisions of the 2010 Equity Incentive Plan (the “Plan”) adopted by the Company which is incorporated by reference herein, receipt of which is hereby acknowledged.

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