0000950159-10-000401 Sample Contracts

RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • May 11th, 2010 • DNB Financial Corp /Pa/ • National commercial banks • Pennsylvania

THIS AGREEMENT is made as of this ____ day of ____________, _____ (the “Grant Date”), by and between DNB Financial Corporation (“Holding Company”) and William S. Latoff (“Grantee”).

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EMPLOYEE STOCK OPTION AGREEMENT (Non-Qualified) THIS AGREEMENT GRANTS A NON- QUALIFIED STOCK OPTION RESALE OF STOCK ISSUED ON EXERCISE OF THIS OPTION WILL BE RESTRICTED
Stock Option Agreement • May 11th, 2010 • DNB Financial Corp /Pa/ • National commercial banks

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.

NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT (Non-Qualified Option) THIS AGREEMENT GRANTS A NON-QUALIFIED STOCK OPTION RESALE OF STOCK ISSUED ON EXERCISE OF THIS OPTION WILL BE RESTRICTED
Non-Employee Director • May 11th, 2010 • DNB Financial Corp /Pa/ • National commercial banks

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.

AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock • May 11th, 2010 • DNB Financial Corp /Pa/ • National commercial banks

WHEREAS, the Holding Company and the Grantee entered into a Restricted Stock Award Agreement dated as of __________ ___, ____ (“Agreement”), whereby Holding Company granted to Grantee the right to receive ____ shares of the Holding Company’s common stock, subject to the vesting conditions and transferability restrictions set forth therein; and

AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock • May 11th, 2010 • DNB Financial Corp /Pa/ • National commercial banks

THIS AMENDMENT is made this 23rd day of April, 2010, by and between DNB Financial Corporation (“Holding Company”) and Eli Silberman (“Grantee”).

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