Exhibit 10 (bb)
THIS AMENDMENT is made this 23 rd day of April, 2010, by and between DNB Financial
Corporation (“Holding Company”) and Eli Silberman (“Grantee”).
W I T N E S S E T H :
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
WHEREAS, the parties wish to amend the Agreement to revise the vesting conditions.
NOW, THEREFORE, the Agreement is hereby amended in the manner set forth below.
1. The first sentence of Paragraph 2 is revised to read as follows:
Grantee shall first be entitled to the Award Shares on a date (the “Vesting Date”) that shall be the
earlier of the third (3 rd ) anniversary of the Grant Date, the date of his death, his termination of
service as a member of the Board of Directors on account of disability, the date on which a
“Change in Control” as hereinafter defined of the Company occurs, or April 28, 2010, subject to
such further terms and conditions of the Plan as may be applicable.
2. The last sentence of Paragraph 2 is revised to read as follows:
If Grantee’s service as a member of the Board of Directors terminates for any reason prior to the
Vesting Date, this Agreement shall automatically terminate, the Grantee shall forfeit all rights
hereunder, and no shares of common stock or other consideration shall be transferred to Grantee
pursuant to the Agreement.
IN WITNESS WHEREOF, the parties have entered into this Amendment as of first date set
DNB FINANCIAL CORPORATION