DNBF DNB Financial Corporation

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 22, 2017, the registrant and its wholly-owned subsidiary, DNB First, N.A. (collectively, the "Sponsors"), adopted the DNB First Success Sharing Supplemental Executive Retirement Plan ("Plan"). The Plan is a non-qualified deferred compensation plan, the primary purpose of which is to promote the growth and profitability of the Sponsors by attracting and retaining executive officers and key employees of outstanding competence by promising supplemental funds for retirement and tax planning opportunities. Under the Plan, the Sponsors may promise deferred compensation benefits to employees who are members of the Sponsors' select group of management or highly compensated employees, which may include the registrant's named executive officers. While the Sponsors' Board of Directors determined that the Chief Executive Officer and Chief Financial Officer are eligible to participate in the Plan, no grants or awards have been made under the Plan at this time.  The Sponsors may, in the future, determine that additional senior executives may be eligible to participate in the Plan.  The Plan authorizes the Sponsors to make annual and discretionary credits to a participant's Plan account pursuant to a participation agreement with the participant that sets forth the amount and timing of any annual credits and the vesting, payment, "clawback" and other terms to which the credits are subject.   No grants or awards have been made under the Plan at this time.

The Plan provides default terms that may be modified by a participant's participation agreement, including default vesting, interest and payment terms. Under the Plan's default vesting terms, a participant is fully vested upon the application of credits to a participant's Plan account.

The foregoing brief description of the Plan is qualified in its entirety by reference to the text of the Plan, a copy of which is attached as Exhibit 10.1.