0000950159-12-000697 Sample Contracts

RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • December 21st, 2012 • 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 __________ (“Grantee”).

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AMENDMENT TO CHANGE OF CONTROL AGREEMENT FOR GERALD F. SOPP
Change of Control Agreement • December 21st, 2012 • DNB Financial Corp /Pa/ • National commercial banks

THIS AMENDMENT TO CHANGE OF CONTROL AGREEMENT dated as of December 19, 2012 (this "Amendment"), amends that certain Change of Control Agreement dated March 28, 2007, as previously amended by Amendment to Change of Control Agreement dated December 16, 2009 and Amendment to Change in Control Agreement dated October 14, 2011 (as so amended, the “Agreement”) by and among DNB FINANCIAL CORPORATION ("Holding Company"), DNB FIRST, NATIONAL ASSOCIATION, a national banking association with principal offices at 4 Brandywine Avenue, Downingtown, PA 19335 ("Bank") (Holding Company and Bank are sometimes referred to individually and collectively herein as the "Company") and Gerald F. Sopp, an individual ("Executive").

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