EX-10.q


    

      Exhibit
        10(s)

      


      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

      


      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____

              
	
                Tel.No.
                  (______) _______ - ___________

              	
                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)