NOTE 8: STOCK-BASED COMPENSATION

Stock Option Plan

DNB has a Stock Option Plan for employees and directors. Under the plan, options (both qualified and non-qualified) to purchase a maximum of 793,368 (as adjusted for subsequent stock dividends) shares of DNB’s common stock could be issued to employees and directors. Under the plan, option exercise prices must equal the fair market value of the shares on the date of option grant and the option exercise period may not exceed ten years. Vesting of options under the plan is determined by the Plan Committee. There were 327,964 shares available for grant at September 30, 2012. All options with the exception of 44,600 options granted on April 23, 2010 and 44,600 options granted on December 12, 2011 are immediately exercisable. The options granted on April 23, 2010 have a fair value of $100,000 or $2.25 per share, based on a risk free interest rate of 3.273%, a dividend yield of 1.73% and a volatility of 35.564% and are subject to four year cliff vesting. These options which expire on April 23, 2017 if not exercised or cancelled, have an exercise price of $6.93 per share, and the shares are restricted from resale for two years after exercise. These options are exercisable only at and after such time as the market value of the common stock first equals or exceeds $7.97, which is 115% of the $6.93 exercise price. The options granted on December 12, 2011 have a fair value of $141,000 or $3.17 per share, based on a risk free interest rate of 1.445%, a dividend yield of 1.16% and a volatility of 36.513% and are subject to three year cliff vesting. These options which expire on December 12, 2018 if not exercised or cancelled, have an exercise price of $10.31 per share, and the shares are restricted from resale for two years after exercise. These options are exercisable only at and after such time as the market value of the common stock first equals or exceeds $11.34, which is 110% of the $10.31 exercise price. DNB expensed $52,000 during the nine months ended September 30, 2012 and anticipates additional expense of $37,000 through April 23, 2014 for the options granted on April 23, 2010 and $103,000 through December 12, 2014 for the options granted on December 12, 2011, the dates the options can first be exercised. Stock option activity is indicated below.



	Number		Weighted Average
	Outstanding		Exercise Price
Outstanding January 1, 2012	236,438	$	15.98
Issued	-		-
Exercised	-		-
Forfeited	(2,605)		9.69
Expired	(19,215)		16.83
Outstanding September 30, 2012	214,618	$	15.98



	Number		Weighted Average
	Outstanding		Exercise Price
Outstanding January 1, 2011	203,575	$	16.96
Issued	-		-
Exercised	-		-
Forfeited	(1,000)		6.93
Expired	(9,414)		11.16
Outstanding September 30, 2011	193,161	$	17.29

The weighted-average price and weighted average remaining contractual life for the outstanding options are listed below for the dates indicated.



	September 30, 2012
	Range of				Weighted Average
	Exercise	Number	Number		Exercise	Remaining		Intrinsic
	Prices	Outstanding	Exercisable		Price	Contractual Life		Value
$	6.93-10.99	86,050	-	$	8.67	5.41 years	$	652,000
	14.00-19.99	61,715	61,715		17.62	2.97 years		-
	20.00-22.99	18,812	18,812		22.78	2.22 years		-
	23.00-24.27	48,041	48,041		24.27	2.55 years		-
	Total	214,618	128,568	$	15.98	3.79 years	$	652,000



	September 30, 2011
	Range of				Weighted Average
	Exercise	Number	Number		Exercise	Remaining		Intrinsic
	Prices	Outstanding	Exercisable		Price	Contractual Life		Value
$	6.93-10.99	43,600	-	$	6.93	5.57 years	$	115,000
	14.00-19.99	82,419	82,419		17.44	3.23 years		—
	20.00-22.99	19,101	19,101		22.78	3.23 years		—
	23.00-24.27	48,041	48,041		24.27	3.55 years		—
	Total	193,161	149,561	$	17.29	3.84 years	$	115,000

Other Stock-Based Compensation

DNB maintains an Incentive Equity and Deferred Compensation Plan (the "Plan"). The Plan provides that up to 243,101 (as adjusted for subsequent stock dividends) shares of common stock may be granted, at the discretion of the Board, to individuals of the Corporation. Shares already granted are issuable on the earlier of three years after the date of the grant or a change in control of DNB if the recipients are then employed by DNB (“Vest Date”). Upon issuance of the shares, resale of the shares is restricted for an additional one year, during which the shares may not be sold, pledged or otherwise disposed of. Prior to the Vest Date and in the event the recipient terminates association with DNB for reasons other than death, disability or change in control, the recipient forfeits all rights to the shares that would otherwise be issued under the grant.

Share awards granted by the Plan were recorded at the date of award based on the market value of shares. Awards are being amortized to expense over the three-year cliff-vesting period. DNB records compensation expense equal to the value of the shares being amortized. For the three and nine-month periods ended September 30, 2012, $18,000 and $53,000 were amortized to expense. For the three and nine-month periods ended June 30, 2011, $15,000 and $45,000, respectively, were amortized to expense. At September 30, 2012, approximately $142,000 in additional compensation will be recognized over the remaining service period of approximately 1.92 years. At September 30, 2012, 177,424 shares were reserved for future grants under the Plan.

Stock grant activity is indicated below:



			Weighted Average
	Shares		Stock Price
Non-vested stock awards—January 1, 2012	29,200	$	8.67
Granted	—		—
Forfeited	—		—
Vested	—		—
Non-vested stock awards—September 30, 2012	29,200	$	8.67



			Weighted Average
	Shares		Stock Price
Non-vested stock awards—January 1, 2011	22,750	$	7.91
Granted	—		—
Forfeited	—		—
Vested	—		—
Non-vested stock awards—September 30, 2011	22,750	$	7.91