Exhibit
10.1
Form
of
FIRST
AMENDMENT TO STOCK OPTION AGREEMENT
THIS FIRST AMENDMENT TO STOCK
OPTION AGREEMENT ("Amendment") is made as of
this ____ day of ______________, 2007 by and between
_________________ ("Executive") and COMMUNITY BANKS, INC.
("CBI").
WHEREAS, CBI has granted an
option to purchase ___________ shares of CBI Common Stock to
Executive (the “2006 Option”) pursuant to a certain
Stock Option Agreement dated January 25, 2006 (the "Agreement"),
and
WHEREAS, the Compensation
Committee of the Board of Directors of CBI decided on January 22,
2007 to grant an additional option to Executive to purchase
__________ shares of CBI common stock, upon the condition that
Executive agree to an extension of the vesting period for the 2006
Option, and
WHEREAS, the Executive is
willing to extend the vesting period of the 2006 Option in
consideration of the grant of options to be made in
2007,
NOW THEREFORE, in
consideration of the foregoing, and intending to be legally bound
hereby, the parties agree as follows:
1. The unnumbered section of
the Agreement entitled " VESTING OF ISO's GRANTED January 25,
2006 " is hereby amended and restated to read in its entirety
as follows:
Your ISO(s) may first be
exercised on an after one year from the grant date, but not before
that time. On and after one year, and prior to two years from the
date of the grant, your ISO's may be exercised for up to 20% of the
total shares the subject to the ISO's. On and after two years, and
prior to three years from the date of the grant, your ISO's may be
exercised for up to 40% of the total shares the subject to the
ISO's, minus the number of shares previously purchased by the
exercise of ISO's (adjusted for stock dividends, stock splits,
combination of shares, recapitalization, and what the Compensation
Committee considers in its sole discretion to be similar
circumstances.) On and after three years, and prior to four years
from the date of the grant, your ISO's may be exercised for up to
60% of the total shares the subject to the ISO's, minus the number
of shares previously purchased by the exercise of ISO's (adjusted
for stock dividends, stock splits, combination of shares,
recapitalization, and what the Compensation Committee considers in
its sole discretion to be similar circumstances.) On and after four
years, and prior to five years from the date of the grant, your
ISO's may be exercised for up to 80% of the total shares the
subject to the ISO's, minus the number of share
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