Exhibit
10.1


AMENDMENT


TO


FIDELITY D & D BANCORP, INC.


2000
STOCK INCENTIVE PLAN


THIS
AMENDMENT (“Amendment”) to the Fidelity D & D Bancorp, Inc. 2000 Stock
Incentive Plan (“Plan”) is made this 2nd day of October, 2007 by Fidelity D
& D Bancorp, Inc. (“Corporation”).


WITNESSETH:


WHEREAS, Corporation desires to
adopt certain changes to the Plan to ensure the Plan’s qualification for
exemption from the application of Section 409A of the Internal Revenue Code of
1986, as amended (“Section 409A”); and


WHEREAS, Corporation desires to
adopt additional modifications to the Plan in furtherance of the Plan’s
purposes.


NOW, THEREFORE, effective the
date hereof, Corporation hereby amends the Plan, as follows:


Section 3 of the Plan shall be modified as follows:


The
reference to “Section 16” is deleted and replaced by “Section 17”.


Section 4 of the Plan shall be replaced in its
entirety by the following:


4.               Administration.  Control and management of the operation and
administration of the Plan shall be vested in the Board, or, to the extent and
subject to such constraints as the Board may decide in its sole discretion, in
the Company’s Compensation Committee or such other committee as the Board may
from time to time determine (“Committee”); provided, however, that the Committee
shall have no authority to grant any Award, and no Award shall be granted under
the Plan except upon specific action by the Board.  In the absence of a Committee, reference
thereto under the Plan shall be to the Board. 
Any authority granted under the Plan to the Committee shall be limited,
as the Board determines, notwithstanding language herein vesting such authority
in the Committee.


The Committee shall have
the authority and discretion to interpret the Plan, to establish, amend and
rescind any rules and regulations relating to the Plan, to determine the terms
and provisions of any agreements made pursuant to the Plan, and to make any and
all determinations that may be necessary or advisable for the administration of
the Plan.  Any 











interpretation of the
Plan by the Committee and any decision made by the Committee under the Plan
shall be final and binding.  Subject to
the requirement for Board approval of any Award, the Committee shall be
responsible for recommending what, when, to whom and under what facts and
circumstances Awards shall be made, and the form, number, terms, conditions and
duration thereof, including but not limited to when exercisable, the number of
shares of Stock subject thereto and the stock option exercise prices.  The Committee shall make all other
determinations and decisions, take all actions and do all things necessary or
appropriate in and for the administration of the Plan.  No member of the Board or of the Committee
shall be liable for any decision, determination or action made or taken in good
faith by such person under or with respect to the Plan or its administration.


Section 5 of the Plan shall be modified by addition
of the following language at the end thereof:


The grant date of an
Award under the Plan shall be the date of the meeting of the Board at which the
Award was approved by action of the Board. 
Notwithstanding anything to the contrary contained in this Section 5, no
award of a Qualified Option to purchase Stock shall be made on or after the
date of this Amendment.


Section 8(b) of the Plan shall be
amended in its entirety to read as follows:


(b)                                 If
a participant, who was awarded a Non-Qualified Option, ceases to be eligible
under the Plan, before lapse or full exercise of the option, the Committee may
permit the participant to exercise the option during its remaining term, to the
extent that the option was then and remains exercisable, or for such shorter
period of time as the Committee may determine;


Section 8(c) of the Plan shall be amended in its
entirety to read as follows:


(c)                                  The
purchase price of a share of Stock subject to any Non-Qualified Option shall
not be less than the Stock’s Fair Market Value (determined pursuant to Section
11 hereof) at the time the Non-Qualified Option is granted; and


Section 11 of the Plan shall be amended in its
entirety to read as follows:


11.         Value.  Where used in the Plan, the “Fair Market
Value” of a share of Stock shall mean the last trade price for a share of Stock
on the principal established domestic securities exchange on which the Stock is
listed on the relevant date, or, if trades in shares of Stock cannot be
conducted on 











such date, then the last
trade price for a share of Stock on the date trades in shares of Stock can be
conducted next following the relevant date.


Section 17 of the Plan shall be modified by
addition of the following language at the end thereof:


Notwithstanding anything
to the contrary contained in this Section 17, any adjustment, substitution,
exchange or assumption with respect to an Award hereunder shall be made in
accordance with the limitations prescribed under Section 409A, its implementing
regulations and other applicable guidance so as to qualify and maintain the
Plan’s exemption from application of such provision.


Section 20 of the Plan shall be modified by
addition of the following language at the end thereof:


(d)           This Plan and all Awards granted
hereunder are intended to qualify for exemption from the application of Section
409A, and all provisions hereof are to be construed consistent with such
exemption.  In the event that the Plan or
any provision or Award hereunder is determined to be subject to Section 409A,
such shall be construed so as to comply with any applicable requirements of
such section.


IN WITNESS WHEREOF, Corporation
has caused this Amendment to be duly executed by its authorized representative.


	
  WITNESS:

  	
  FIDELITY D & D BANCORP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Brian J.
  Cali

  	
   

  	
  By:

  	
  /s/ Steven C. Ackmann

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  President and CEO