0000950159-17-000262 Sample Contracts

AMENDMENT TO CHANGE OF CONTROL AGREEMENT FOR GERALD F. SOPP
Change of Control Agreement • November 17th, 2017 • DNB Financial Corp /Pa/ • National commercial banks

THIS AMENDMENT TO CHANGE OF CONTROL AGREEMENT dated as of November 15, 2017 (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, Amendment to Change in Control Agreement dated October 14, 2011, and Amendment to Change in Control Agreement dated December 19, 2012 (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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AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENTS FOR GERALD F. SOPP
Restricted Stock Award Agreement • November 17th, 2017 • DNB Financial Corp /Pa/ • National commercial banks

THIS AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENTS dated as of November 15, 2017 (this "Amendment"), amends the Restricted Stock Award Agreements dated December 17, 2014, December 16, 2015, February 9, 2016, and November 30 (individually, an "Agreement," and collectively, the "Agreements"), by and among DNB FINANCIAL CORPORATION ("Company") and Gerald F. Sopp, an individual ("Grantee").

AMENDMENT TO CHANGE OF CONTROL AGREEMENT FOR WILLIAM J. HIEB
Change of Control Agreement • November 17th, 2017 • DNB Financial Corp /Pa/ • National commercial banks

THIS AMENDMENT TO CHANGE OF CONTROL AGREEMENT dated as of November 15, 2017 (this "Amendment"), amends that certain Amended and Restated Change of Control Agreement dated December 20, 2006, 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 William J. Hieb, an individual ("Executive").

AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENTS FOR WILLIAM J. HIEB
Restricted Stock Award Agreement • November 17th, 2017 • DNB Financial Corp /Pa/ • National commercial banks

THIS AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENTS dated as of November 15, 2017 (this "Amendment"), amends the Restricted Stock Award Agreements dated December 17, 2014, December 16, 2015, February 9, 2016, and November 30 (individually, an "Agreement," and collectively, the "Agreements"), by and among DNB FINANCIAL CORPORATION ("Company") and William J. Hieb, an individual ("Grantee").

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