Exhibit 10.2
AMENDMENT
TO
FIDELITY D & D BANCORP,
INC.
2000
INDEPENDENT DIRECTORS
STOCK OPTION
PLAN
THIS AMENDMENT
(“Amendment”) to the Fidelity D & D Bancorp, Inc.
2000 Independent Directors Stock Option 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 4 of the Plan shall
be modified by substituting the following in place of the language
appearing at the beginning of such section and immediately
preceding subparagraph (a) thereof:
4.
Stock Options. In the Board’s discretion, Grants of
Stock Options under the Plan may be made at any time by the Board
at any regular meeting of the Board to the Outside Directors.
No Stock Option shall be granted under the Plan except upon
specific action by the Board, and no person other than an Outside
Director shall be eligible to receive a grant of a Stock Option
under the Plan. The terms of any Stock Options granted shall
be within the discretion of the Committee (as hereinafter defined),
if any, subject to rejection, modification or acceptance and
approval by the Board, and subject to the additional following
terms and conditions and other applicable provisions of the
Plan:
Section 4(a) of the Plan
shall be amended in its entirety to read as follows:
The time period during
which any Stock Option is exercisable shall not commence before the
expiration of six (6) months or continue beyond the expiration of
ten (10) years after the date the Stock Option is
awarded;
Section 4(b) of the Plan
shall be modified by substituting the following in place of the
first sentence thereof:
If a director, who has
received an Award pursuant to the Plan, ceases to be a member of
the Board for any reason, the director may exercise the Stock
Option not more than twelve (12) months after such cessation to the
extent that the Stock Option was then and remains
exercisable.
Section 4 of the Plan shall
be further modified by addition of the following language at the
end thereof:
(e)
The grant date for any Stock Option under the Plan shall be the
date of the meeting of the Board at which the grant was approved by
action of the Board.
Section 5 of the Plan shall
be modified by substituting the following in place of the second
sentence thereof:
The purchase price of
the shares of Common Stock with respect to which a Stock Option is
exercised shall be paid with the written notice of exercise, either
in cash or in Common Stock, including Common Stock issuable
hereunder, at its then current Fair Market Value, or in any
combination thereof, as the Committee shall determine.
Section 6 of the Plan shall
be amended in its entirety to read as follows:
6.
Value. Where used in the Plan, the ̶
