Registration No. ___-_________

As filed with the Securities and Exchange Commission on June 21, 2019

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
____________________

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Severn Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)

Maryland
 
52-1726127
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer Identification No.)


200 Westgate Circle, Suite 200
Annapolis, Maryland 21401
(Address of Principal Executive Offices)

Severn Bancorp, Inc. 2019 Equity Incentive Plan
(Full Title of the Plan)

Copies to:
Alan J. Hyatt
 
Benjamin M. Azoff, Esq.
Chairman, President and Chief Executive Officer
 
Jeffrey M. Cardone, Esq.
Severn Bancorp, Inc.
 
Luse Gorman, PC
200 Westgate Circle, Suite 200
 
5335 Wisconsin Ave., N.W., Suite 780
Annapolis, Maryland 21401
 
Washington, DC 20015-2035
(410) 260-2000
 
(202) 274-2000
(Name, Address and Telephone
   
Number of Agent for Service)
   
     
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):

Large accelerated filer  ☐
Accelerated filer  ☒
Non-accelerated filer  ☐   
Smaller reporting company  ☒
Emerging growth company  ☐
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐
 

CALCULATION OF REGISTRATION FEE

Title of
Securities
to be
Registered
Amount
to be
Registered (1)
Proposed
Maximum
Offering Price
Per Share
Proposed
Maximum
Aggregate
Offering Price
Amount of
Registration
Fee
Common stock, par value $0.01 per share
500,000
$8.66 (2)
$4,330,000
$524.80
_________________________
(1)
Together with an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance pursuant to the Severn Bancorp, Inc. 2019 Equity Incentive Plan (the “Equity Plan”) as a result of a stock split, stock dividend or similar adjustment of the outstanding common stock of Severn Bancorp, Inc. (the “Company”) pursuant to 17 C.F.R. Section 230.416(a) under the Securities Act of 1933, as amended (the “Securities Act”).
(2)
Determined pursuant to 17 C.F.R. Section 230.457(h)(1) of the Securities Act.

________________________

This Registration Statement shall become effective upon filing in accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. § 230.462.
PART I.
Items 1 and 2.  Plan Information and Registrant Information and Employee Plan Annual Information
The documents containing the information specified in Part I of Form S-8 have been or will be sent or given to participants in the Plan as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act.
Such documents are not being filed with the Commission, but constitute (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II.
Item 3.  Incorporation of Documents by Reference
The following documents previously or concurrently filed with the Commission are hereby incorporated by reference in this Registration Statement:
(a)   The Company’s Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 000-49731), filed with the Commission on April 18, 2019 pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
(b)   All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the year covered by the Annual Report on Form 10-K referred to in (a) above; and
(c)   The description of the Company’s common stock contained in the Registration Statement on Form 10 filed with the Commission on June 7, 2002 to register the Company's common stock under the Exchange Act (Commission File No. 000-49731).
All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the date hereof, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this Registration Statement and to be a part thereof from the date of the filing of such documents.  Any statement contained in the documents incorporated, or deemed to be incorporated, by reference herein or therein shall be deemed to be modified or superseded for purposes of this Registration Statement and the prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or therein modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement and the prospectus.
All information appearing in this Registration Statement and the prospectus is qualified in its entirety by the detailed information, including financial statements, appearing in the documents incorporated herein or therein by reference.
Item 4.  Description of Securities
Not applicable.
Item 5.  Interests of Named Experts and Counsel
None.
Item 6.  Indemnification of Directors and Officers
Article XI of the Company’s Articles of Incorporation provide that Company shall indemnify, to the fullest extent permitted under the Maryland General Corporation Law, its directors and officers.  

Section 2-418 of the Maryland Annotated Code, Corporations and Associations Article (“Maryland Code”) provides that a corporation may indemnify any director made a party to any proceeding by reason of service in that capacity unless it is established that: (a) the director’s act or omission was material to the matter giving rise to the proceeding, and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty; or (b) the director actually received an improper personal benefit in money, property, or services; or (c) in the case of any criminal proceeding, the director had reasonable cause to believe that the act or omission was unlawful.  A corporation is required to indemnify directors and officers against expenses they may incur in defending actions against them in such capacities if they are successful on the merits or otherwise in the defense of such actions.
  
    Indemnification may be against judgments, penalties, fines, settlements and reasonable expenses, including attorney's fees, actually incurred by the director in connection  with the proceeding. However, if the proceeding was a proceeding by or in the right of the Company, indemnification may not be made in respect of any proceeding in which the director shall have been adjudged liable to the Company. In addition, no indemnity is permitted to a director with respect to any proceeding charging improper personal benefit, whether or not involving action in the director's official capacity, in which the director was adjudged to be liable on the basis that personal benefit was improperly received. Maryland law provides that a director who has been successful in the defense of a proceeding shall be indemnified against reasonable expenses incurred in connection with the proceeding. The provision also permits the advancement of reasonable expenses if the director affirms in writing that in the director’s good faith belief, the director has met the applicable standard of conduct necessary for indemnification and undertakes to repay the amount if it is ultimately determined that the director has not met the standard of conduct necessary for indemnification. Officers, employees and agents of the Company may be indemnified by the Company to the same extent as directors.
 
The Maryland Code provides that the foregoing provisions shall not be deemed exclusive of any other rights to which a director or officer seeking indemnification may be entitled under, among other things, any bylaw or charter provision, or resolution of stockholders or directors, agreement, or otherwise.
 
The Company’s Articles of Incorporation also provide that to the fullest extent permitted by Maryland law, no director or officer of the Company shall be personally liable to the Company or its shareholders for money damages.
  
Item 7.  Exemption From Registration Claimed
Not applicable.
Item 8.    Exhibits.
Regulation S-K
Exhibit Number
 
Document
 
Reference to Prior Filing or
Exhibit No. Attached Hereto
         
4
    Attached as Exhibit 4
         
5
   
Attached as Exhibit 5
         
10.1
   
*
         
10.2
   
Attached as Exhibit 10.2
         
10.3
   
Attached as Exhibit 10.3
         
10.4
   
Attached as Exhibit 10.4
         
23.1
   
Contained in Exhibit 5
         
23.2
   
Attached as Exhibit 23.2
         
24
   
Contained on Signature Page
_________________________
*
Incorporated by reference to Appendix A to the definitive proxy statement for the Annual Meeting of Stockholders of Severn Bancorp, Inc. (File No. 000-49731), filed by the Company under the Exchange Act on April 23, 2019.
Item 9.  Undertakings
The undersigned registrant hereby undertakes:
1.   To file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement:
(i)   to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)   to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (section 230.424(b)) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fees” table in the effective registration statement;
(iii)   to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
provided, however , that paragraphs 1(i) and 1(ii) above do not apply if the information required to be included in a post-effective amendment by these paragraphs is contained in reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
2.   That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
3.   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;
4.   The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
5.   Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES

The Registrant.   Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Annapolis, State of Maryland, on June 21, 2019.
   
SEVERN BANCORP, INC.
 
 
 
By:  
  /s/ Alan J. Hyatt
   
Alan J. Hyatt
   
Chairman, President and Chief Executive Officer
   
(Duly Authorized Representative)


POWER OF ATTORNEY

We, the undersigned directors and officers of Severn Bancorp, Inc. (the “Company”) hereby severally constitute and appoint Alan J. Hyatt, as our true and lawful attorney and agent, to do any and all things in our names in the capacities indicated below which said Alan J. Hyatt may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the registration of shares of common stock to be issued upon the exercise of stock options and the award of restricted stock under the Severn Bancorp, Inc. 2019 Equity Incentive Plan, including specifically, but not limited to, power and authority to sign for us in our names in the capacities indicated below the registration statement and any and all amendments (including post-effective amendments) thereto; and we hereby approve, ratify and confirm all that said Alan J. Hyatt shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Signatures
 
Title
 
Date
         
         
 
/s/ Alan J. Wyatt
 
 
Chairman, President and Chief
 
 
June 21, 2019
Alan J. Hyatt
 
Executive Officer
   
   
(Principal Executive Officer)
   
         
 /s/ Marc Winkler
 
Interim Chief Financial
   June 21, 2019
Marc Winkler
 
Officer
(Principal Financial and Accounting Officer)
   
         
 /s/ Konrad M. Wayson
 
Vice Chairman
   June 21, 2019
Konrad M. Wayson
       
          
         
 /s/ Raymond S. Crosby
 
Director
   June 21, 2019
Raymond S. Crosby

Signatures
 
Title
 
Date
          
         
 /s/ Dr. James H. Johnson, Jr.
 
Director
   June 21, 2019
Dr. James H. Johnson, Jr.
       
         
         
 /s/ David S. Jones
 
Director
   June 21, 2019
David S. Jones
       
         
         
 /s/ Eric M. Keitz
 
Executive Vice President, Chief
   June 21, 2019
Eric M. Keitz
 
Operating Officer and Director
   
         
         
 /s/ John A. Lamon, III
 
Director
   June 21, 2019
John A. Lamon, III
       
         
         
 /s/ Mary Kathleen Sulick
 
Director
   June 21, 2019
Mary Kathleen Sulick
       
         
         
         
         

EXHIBIT 4
SEVERN BANCORP, INC.

                                                                                                                                                               Shares
No.



ANNAPOLIS, MARYLAND
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND

CUSIP: 81811M 10 0

SEE REVERSE FOR CERTAIN DEFINITIONS
AND APPLICABLE RESTRICTIONS


THIS CERTIFIES that





is the owner of

FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE, OF SEVERN BANCORP, INC.
(the “Corporation”), a corporation chartered under the laws of the State of Maryland.

The shares evidenced by this certificate are transferable only on the stock transfer books of the Corporation by the holder of records hereof, in person or by his duly authorized attorney or legal representative, upon surrender of this certificate properly endorsed.   This certificate is not valid until countersigned and registered by the Corporation’s transfer agent and registrar. This security is not a deposit or savings account and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other Federal or state governmental agency.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed by the facsimile signatures of its duly authorized officers and has caused a facsimile of its seal to be affixed hereto.

Dated:


By:____________________
      SECRETARY   [SEAL]                        By:________________________________  
                                                                                       PRESIDENT
SEVERN BANCORP, INC.

The Corporation will furnish to any stockholder, without charge, upon request to the Secretary of the Corporation at its principal office, a full statement of the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the shares of each series or class authorized to be issued, the differences in the relative rights and preferences between shares of any series of any authorized preferred or special class to the extent they have been set, and the authority of the Board of Directors to classify unissued shares and to set the relative rights and preferences thereof and of any subsequent series of any preferred or special class.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations.


TEN COM
- as  tenants in common
UNIF GIFT MIN ACT
- _________ Custodian __________
 

  (Cust)     (Minor)    
TEN ENT
- as tenants by the entireties
           
     
Under Uniform Gifts to Minors Act
JT TEN
- as joint tenants with right
           
 
  of survivorship and not as
      ________________    
 
  tenants in common
     
(State)
   



Additional abbreviations may also be used though not in the above list

For value received,________________________ hereby sell, assign and transfer unto


PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

______________________________________________


_____________________________________________________________________________________________________________________________ 
 
(please print or typewrite name and address including postal zip code of assignee)
_____________________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________ Shares of

the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint ______________________________________________________________ Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.

Dated, _____________________ X______________________________________________

SIGNATURE(S) GUARANTEED:
      __
_________________________________________________________________
NOTICE:  THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER.




 
___________________________________________________________________________
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION, AS DEFINED IN RULE 17Ad·15 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.



EXHIBIT 5


LUSE GORMAN, PC
ATTORNEYS AT LAW

5335 WISCONSIN AVENUE, N.W., SUITE 780
WASHINGTON, D.C. 20015

TELEPHONE (202) 274-2000
FACSIMILE (202) 362-2902
www.luselaw.com


June 21, 2019

Board of Directors
Severn Bancorp, Inc.
200 Westgate Circle
Annapolis, Maryland 21401


Re:
Severn Bancorp, Inc. - Registration Statement on Form S-8

Members of the Board of Directors:

You have requested the opinion of this firm as to certain matters in connection with the registration of 500,000 shares of common stock, $0.01 par value per share (the “Shares”), of Severn Bancorp, Inc. (the “Company”) to be issued pursuant to the Severn Bancorp, Inc. 2019 Equity Incentive Plan (the “Equity Plan”). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”).

In rendering the opinion expressed herein, we have reviewed the Articles of Incorporation and Bylaws of the Company, the Equity Plan, the Company’s Registration Statement on Form S-8 (the “Form S-8”), as well as resolutions of the board of directors of the Company and applicable statutes and regulations governing the Company.  We have assumed the authenticity, accuracy and completeness of all documents in connection with the opinion expressed herein.  We have also assumed the legal capacity and genuineness of the signatures of persons signing all documents in connection with which the opinions expressed herein are rendered. The law covered by the opinions expressed herein is limited to the federal law of the United States of America and the law of the State of Maryland. 

Based on the foregoing, we are of the following opinion:

Following the effectiveness of the Form S-8, the Shares of the Company, when issued in accordance with the terms and conditions of the Equity Plan, will be legally issued, fully paid and non-assessable.

This opinion has been prepared solely for the use of the Company in connection with the preparation and filing of the Form S-8, and shall not be used for any other purpose or relied upon by any other person without the prior express written consent of this firm.  We hereby consent to the use of this opinion in the Form S-8.

 
Very truly yours,
   
   
    /s/ Luse Gorman, PC
 
LUSE GORMAN, PC
   

EXHIBIT 10.2


FORM OF
RESTRICTED STOCK AWARD AGREEMENT

Granted by

SEVERN BANCORP, INC.

under the

SEVERN BANCORP, INC.
2019 EQUITY INCENTIVE PLAN

This restricted stock award agreement (“ Restricted Stock Award ” or “ Agreement ”) is and will be subject in every respect to the provisions of the 2019 Equity Incentive Plan (the “ Plan ”) of Severn Bancorp, Inc. (the “ Company ”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement.  A copy of the Plan and a Plan prospectus have been provided or made available to each person granted a Restricted Stock Award pursuant to the Plan.  The holder of this Restricted Stock Award (the “ Participant ”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee responsible for administering the Plan (the “ Committee ”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns.  Except where the context otherwise requires, the term “Company” will include the parent and all present and future subsidiaries of the Company as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time to time (the “ Code ”).  Capitalized terms used herein but not defined will have the same meaning as in the Plan.  Any reference to the “Bank” herein shall refer to Severn Savings Bank, FSB and any reference to “Employer” shall mean either or both the Company and the Bank.
1. Name of Participant ______________________________________________________
2.   Date of Grant : __________________________________ 
3.       Total number of shares of Company common stock, $0.01 par value per share, covered by the Restricted Stock Award:
           (subject to adjustment pursuant to Section 9 hereof).________________________________
4.       Vesting Schedule .   Except as otherwise provided in this Agreement, this Restricted Stock Award first becomes earned in accordance with the vesting schedule
          specified herein.
The Restricted Stock granted under this Agreement shall vest in ___ (__) equal annual installments, with the first installment vesting on the first anniversary of the date of grant, or __________, 20__, and succeeding installments on each anniversary thereafter, through _________, 20__, subject to accelerated vesting under Section 8 and 10 of this Agreement.  To the extent the Restricted Stock awarded are not equally divisible by “___,” any excess Restricted Stock shall vest on _________, 20__.

Vesting will automatically accelerate pursuant to Sections 2.9 and 4.1 of the Plan (in the event of death, Disability or Involuntary Termination at or following a Change in Control).
5.    Grant of Restricted Stock Award .

The Restricted Stock Award will be in the form of issued and outstanding shares of Stock that will be either registered in the name of the Participant and held by the Company, together with a stock power executed by the Participant in favor of the Company, pending the vesting or forfeiture of the Restricted Stock, or registered in the name of, and delivered to, the Participant.  Notwithstanding the foregoing, the Company may, in its sole discretion, issue Restricted Stock in any other format (e.g., electronically) in order to facilitate the paperless transfer of such Awards.
If certificated, the certificates evidencing the Restricted Stock Award will bear a legend restricting the transferability of the Restricted Stock.  The Restricted Stock awarded to the Participant will not be sold, encumbered hypothecated or otherwise transferred except in accordance with the terms of the Pl an and this Agreement.
6.       Terms and Conditions .

6.1
The Participant will have the right to vote the shares of Restricted Stock awarded hereunder on matters which require shareholder vote.

6.2
Any cash dividends or distributions declared with respect to shares of Stock subject to the Restricted Stock Award will be retained and distributed to the Participant within thirty (30) days after the Restricted Stock vests.  If the Restricted Stock does not vest, the dividends will be forfeited by the Participant.  No dividend will be paid with respect to any Restricted Stock Award subject to performance-based vesting conditions unless and until the Participant vests in such Restricted Stock Award.  Any stock dividends declared on shares of Stock subject to a Restricted Stock Award will be subject to the same restrictions and will vest at the same time as the shares of Restricted Stock from which said dividends were derived.
7.       Delivery of Shares .
Delivery of shares of Stock under this Restricted Stock Award will comply with all applicable laws (including, the requirements of the Securities Act), and the applicable requirements of any securities exchange or similar entity.

8.   Change in Control .


8.1
In the event of an Involuntary Termination at or following a Change in Control, all Restricted Stock Awards held by the Participant will become fully vested.


8.2
A “ Change in Control ” will be deemed to have occurred as provided in Section 4.2 of the Plan.

2
9.   Adjustment Provisions .
This Restricted Stock Award, including the number of shares subject to the Restricted Stock Award, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of, Section 3.4 of the Plan.
10.   Effect of Termination of Service on Restricted Stock Award .
10.1   This Restricted Stock Award will vest as follows:
(i)     
Death .  In the event of the Participant’s Termination of Service by reason of the Participant’s death, all Restricted Stock will vest as to all shares subject to an outstanding Award, whether or not then vested, at the date of Termination of Service.

(ii)    
Disability .  In the event of the Participant’s Termination of Service by reason of Disability, all Restricted Stock will vest as to all shares subject to an outstanding Award, whether or not then vested, at the date of Termination of Service .

(iii)   
Retirement .  In the event of the Participant’s Termination of Service by reason of the Participant’s Retirement, any Restricted Stock that has not vested as of the date of Termination of Service will expire and be forfeited.  The term “Retirement” shall have the meaning set forth in Section 8.1(cc) of the Plan.

(iv)   
Termination for Cause .   If the Participant’s Service has been terminated for Cause, all Restricted Stock granted to a Participant that has not vested will be forfeited.

(v)    
Other Termination .   If a Participant terminates Service for any reason other than due to death, Disability, Retirement, Involuntary Termination at or following a Change in Control or for Cause, all shares of  Restricted Stock awarded to the Participant which have not vested as of the date of Termination of Service will be forfeited.

11.   Miscellaneous .

11.1
No Restricted Stock Award will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.

11.2
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.

11.3
Restricted Stock Awards are not transferable prior to the time such Awards vest in the Participant.

11.4
This Restricted Stock Award will be governed by and construed in accordance with the laws of the State of Maryland.

11.5
This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.
[Signature page follows]

3
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name and on its behalf as of the date of grant of this Restricted Stock Award set forth above.
SEVERN BANCORP, INC.
By: ______________________
Its: ______________________

PARTICIPANT’S ACCEPTANCE
The undersigned hereby accepts the foregoing Restricted Stock Award and agrees to the terms and conditions hereof, including the terms and provisions of the 2019 Equity Incentive Plan.  The undersigned hereby acknowledges receipt of a copy of the Company’s 2019 Equity Incentive Plan.
PARTICIPANT

___________________________

 


4
EXHIBIT 10.3


FORM OF

INCENTIVE STOCK OPTION

 Granted by

 SEVERN BANCORP, INC.

  under the

  SEVERN BANCORP, INC.

2019 EQUITY INCENTIVE PLAN

This incentive stock option agreement (“ Option ” or “ Agreement ”) is and will be subject in every respect to the provisions of the 2019 Equity Incentive Plan (the “ Plan ”) of Severn Bancorp, Inc. (the “ Company ”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement.   A copy of the Plan and a Plan prospectus have been provided or made available to each person granted a stock option pursuant to the Plan.   The holder of this Option (the “ Participant ”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee responsible for administering the Plan (the “ Committee ”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns.   Except where the context otherwise requires, the term “Company” will include the parent and all present and future subsidiaries of the Company as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time to time (the “ Code ”).   Capitalized terms used herein but not defined will have the same meaning as in the Plan. Any reference to the “Bank” herein shall refer to Severn Savings Bank, FSB and any reference to “Employer” shall mean either or both the Company and the Bank.

1.         Name of Participant :                                                                                                            

2.         Date of Grant :                                                                                                                      

3.         Total number of shares of Company common stock, $0.01 par value per share, that may be acquired pursuant to this Option :                                                             

 (subject to adjustment pursuant to Section 10 hereof).  

●          This is an Incentive Stock Option (“ ISO ”) to the maximum extent permitted under Code Section 422(d).

4.          Exercise price per share:                                        

 (subject to adjustment pursuant to Section 10 below)

  5.           Expiration Date of Option:                                                                         

6.          Vesting Schedule .   Except as otherwise provided in this Agreement, this Option first becomes exercisable, subject to the Option’s expiration date, in accordance with the vesting schedule specified herein.  

The Options granted under this Agreement shall vest in five (5) equal annual installments, with the first installment becoming exercisable on the first anniversary of the date of grant, or ________, 20__, and succeeding installments on each anniversary thereafter, through ________, 20__.   To the extent the Options awarded to me are not equally divisible by “5,” any excess Options shall vest on ________, 20__.

 This Option may not be exercised at any time on or after the Option’s expiration date. Vesting will automatically accelerate pursuant to Sections 2.9 and 4.1 of the Plan (in the event of death or Disability or Involuntary Termination at or following a Change in Control).

7.         Exercise Procedure .  

7.1         Delivery of Notice of Exercise of Option .   This Option will be exercised in whole or in part by the Participant’s delivery to the Company of written notice (the “ Notice of Exercise of Option ” attached hereto as Exhibit A or a similar form provided by the Company) setting forth the number of shares with respect to which this Option is to be exercised, together with payment by cash or other means acceptable to the Committee, including:

●          Cash or personal, certified or cashier’s check in full/partial payment of the purchase price.

●          Stock of the Company in full/partial payment of the purchase price.

●          By a net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any tax withholding).

●          By selling shares from my Option shares through a broker in full/partial payment of the purchase price.

In order to exercise the Option, please deliver the Notice of Exercise and payment (if applicable) to the Company at the following address:

Severn Bancorp, Inc.

200 Westgate Circle, Suite 200

Annapolis, Maryland 21401

Attention:                                                                   

 

7.2        “Fair Market Value” shall have the meaning set forth in Section 8.1(r) of the Plan.

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8.          Delivery of Shares.  

8.1        Delivery of Shares .   Delivery of shares of Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act) and the applicable requirements of any securities exchange or similar entity.

9.           Change in Control.

 

9.1        In the event of an Involuntary Termination at or following a Change in Control, all Options held by the Participant, whether or not exercisable at such time, will become fully exercisable and will remain exercisable for one (1) year following the Involuntary Termination, subject to the expiration provisions otherwise applicable to the Option.


      9.2          A “ Change in Control ” will be deemed to have occurred as provided in Section 4.2 of the Plan.

10.         Adjustment Provisions.

This Option, including the number of shares subject to the Option and the exercise price, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of Section 3.4 of the Plan.

11.         Termination of Option and Accelerated Vesting .  

This Option will terminate upon the expiration date, except as set forth in the following   provisions:

(i)        

Death .  This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s death .  This Option may thereafter be exercised by the Participant’s legal representative or beneficiaries for a period of one (1) year from the date of death, subject to termination on the expiration date of this Option, if earlier. In order for the Options to have ISO treatment, the Participant’s death must have occurred while employed or within three (3) months of Termination of Service.

(ii)        

Disability .  This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s Disability. This Option may thereafter be exercised for a period of one (1) year from the date of such Termination of Service by reason of Disability, subject to termination on the Option’s expiration date, if earlier.

(iii)       

Retirement .  Vested Options may be exercised for a period of one (1) year from the date of Termination of Service by reason of Retirement, subject to termination on the Option’s expiration date, if earlier (and, for purposes of clarity, non-vested Options will be forfeited on the date of Termination of Service by reason of Retirement).  The term “Retirement” shall have the meaning set forth in Section 8.1(cc) of the Plan.  Options exercised more than three (3) months following Retirement will not have ISO treatment.


(iv)       


(v)         

Termination for Cause .     If the Participant’s Service has terminated for Cause, all Options that have not been exercised will expire and be forfeited .


Other Termination .   If the Participant’s Service terminates for any reason other than due to death, Disability, Retirement, Involuntary Termination following a Change in Control or Cause, all unvested Options will be forfeited and vested Options may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of three (3) months following termination, subject to termination on the Option’s expiration date, if earlier.

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12.         Miscellaneous.


12.1     No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.

12.2     This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.

12.3      Except as otherwise provided by the Committee, ISOs under the Plan are not transferable except (1) as designated by the Participant by will or by the laws of descent and distribution, (2) to a trust established by the Participant, or (3) between spouses incident to a divorce or pursuant to a domestic relations order, provided, however, that in the case of a transfer described under (3), the Option will not qualify as an ISO as of the day of such transfer.

 12.4      This Agreement will be governed by and construed in accordance with the laws of the State of Maryland.

 

12.5      This Agreement is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Participant agrees that he will not exercise the Option granted hereby nor will the Company be obligated to issue any shares of stock hereunder if the exercise thereof or the issuance of such shares, as the case may be, would constitute a violation by the Participant or the Company of any such law, regulation or order or any provision thereof.

 12.6      The granting of this Option does not confer upon the Participant any right to be retained in the employ of the Company or any subsidiary.

 

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      IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name and on its behalf as of the date of grant of this Option set forth above.

SEVERN BANCORP, INC.

By:                                                                  

                                                                                            Its:                                                                   

 

PARTICIPANT ’S ACCEPTANCE

    The undersigned hereby accepts the foregoing Option and agrees to the terms and conditions hereof, including the terms and provisions of the 2019 Equity Incentive Plan.   The undersigned hereby acknowledges receipt of a copy of the Company’s 2019 Equity Incentive Plan.

PARTICIPANT

 

 

                                                                      


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EXHIBIT A

NOTICE OF EXERCISE OF OPTION

 

I hereby exercise the stock option (the “Option”) granted to me by Severn Bancorp, Inc. (the “Company”) or its affiliate, subject to all the terms and provisions set forth in the Stock Option Agreement (the “Agreement”) and the Severn Bancorp, Inc. 2019 Equity Incentive Plan (the “Plan”) referred to therein, and notify you of my desire to purchase __________________ shares of common stock of the Company (“Common Stock”) for a purchase price of $______ per share.

 I elect to pay the exercise price by:

___       Cash or personal, certified or cashier’s check in the sum of $_______, in full/partial payment of the purchase price.

___       Stock of the Company with a fair market value of $______ in full/partial payment of the purchase price.*

___       A net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any tax withholding).

___       Selling   ______ shares from my Option shares through a broker in full/partial payment of the purchase price.

I understand that after this exercise, ____________ shares of Common Stock remain subject to the Option, subject to all terms and provisions set forth in the Agreement and the Plan.

I hereby represent that it is my intention to acquire these shares for the following purpose:

___       investment

___       resale or distribution

  Please note: if your intention is to resell (or distribute within the meaning of Section 2(11) of the Securities Act of 1933) the shares you acquire through this Option exercise, the Company or transfer agent may require an opinion of counsel that such resale or distribution would not violate the Securities Act of 1933 prior to your exercise of such Option.

Date: ____________, _____.                  _________________________________________

                                       Participant’s signature

 

*       If I elect to exercise by exchanging shares I already own, I will constructively return shares that I already own to purchase the new option shares.   If my shares are in certificate form, I must attach a separate statement indicating the certificate number of the shares I am treating as having exchanged.   If the shares are held in “street name” by a registered broker, I must provide the Company with a notarized statement attesting to the number of shares owned that will be treated as having been exchanged.   I will keep the shares that I already own and treat them as if they are shares acquired by the option exercise.   In addition, I will receive additional shares equal to the difference between the shares I constructively exchange and the total new option shares that I acquire.
EXHIBIT 10.4


FORM OF
NON-QUALIFIED STOCK OPTION

Granted by

SEVERN BANCORP, INC.

under the

SEVERN BANCORP, INC.
2019 EQUITY INCENTIVE PLAN

This non-qualified stock option agreement (“ Option ” or “ Agreement ”) is and will be subject in every respect to the provisions of the 2019 Equity Incentive Plan (the “ Plan ”) of Severn Bancorp, Inc. (the “ Company ”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement.  A copy of the Plan and a Plan prospectus have been provided or made available to each person granted a stock option pursuant to the Plan.  The holder of this Option (the “ Participant ”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee responsible for administering the Plan (the “ Committee ”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns.  Except where the context otherwise requires, the term “Company” will include the parent and all present and future subsidiaries of the Company as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time to time (the “ Code ”).  Capitalized terms used herein but not defined will have the same meaning as in the Plan.  Any reference to the “Bank” herein shall refer to Severn Savings Bank, FSB and any reference to “Employer” shall mean either or both the Company and the Bank.

1.         Name of Participant :                                                                                                            

2.         Date of Grant :                                                                                                                      

3.         Total number of shares of Company common stock, $0.01 par value per share, that may be acquired pursuant to this Option :                                                               

 (subject to adjustment pursuant to Section 10 hereof).  

●          This is a Non-Qualified Option.

4.          Exercise price per share:                                        

 (subject to adjustment pursuant to Section 10 below)


5.           Expiration Date of Option:                                                                         


6.        Vesting Schedule .  Except as otherwise provided in this Agreement, this Option first becomes exercisable, subject to the Option’s expiration date, in accordance with the vesting
       schedule specified herein.

The Options granted under this Agreement shall vest in five (5) equal annual installments, with the first installment becoming exercisable on the first anniversary of the date of grant, or ________, 20__, and succeeding installments on each anniversary thereafter, through ________, 20__.  To the extent the Options awarded are not equally divisible by “5,” any excess Options shall vest on ________, 20__.

This Option may not be exercised at any time on or after the Option’s expiration date. Vesting will automatically accelerate pursuant to Section 2.9 and 4.1 of the Plan (in the event of death or Disability or an Involuntary Termination at or following a Change in Control).
7.   Exercise Procedure .

7.1
Delivery of Notice of Exercise of Option .  This Option will be exercised in whole or in part by the Participant’s delivery to the Company of written notice (the “ Notice of Exercise of Option ” attached hereto as Exhibit A or a similar form provided by the Company) setting forth the number of shares with respect to which this Option is to be exercised, together with payment by cash or other means acceptable to the Committee, including:

●
Cash or personal, certified or cashier’s check in full/partial payment of the purchase price.

●
Stock of the Company in full/partial payment of the purchase price.

●
●
By a net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any tax withholding).
By selling shares from my Option shares through a broker in full/partial payment of the purchase price.
In order to exercise the Option, please deliver the Notice of Exercise and payment (if applicable) to the Company at the following address:
 Severn Bancorp, Inc.
 200 Westgate Circle, Suite 200
 Annapolis, Maryland 21401

Attention:_______________________


7.2
“Fair Market Value” shall have the meaning set forth in Section 8.1(r) of the Plan.

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8.   Delivery of Shares.


8.1
Delivery of Shares .  Delivery of shares of Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act) and the applicable requirements of any securities exchange or similar entity.

9.   Change in Control.


9.1
In the event of an Involuntary Termination at or following a Change in Control, all Options held by the Participant, whether or not exercisable at such time, will become fully exercisable and will remain exercisable for one (1) year following the Involuntary Termination, subject to the expiration provisions otherwise applicable to the Option.


9.2
A “ Change in Control ” will be deemed to have occurred as provided in Section 4.2 of the Plan.

10.   Adjustment Provisions.
This Option, including the number of shares subject to the Option and the exercise price, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of Section 3.4 of the Plan.
11.   Termination of Option and Accelerated Vesting .
This Option will terminate upon the expiration date, except as set forth in the following  provisions:
(i)     
Death .  This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s death.  This Option may thereafter be exercised by the Participant’s legal representative or beneficiaries for a period of one (1) year from the date of death, subject to termination on the expiration date of this Option, if earlier.
(ii)    
Disability .  This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s Disability. This Option may thereafter be exercised for a period of one (1) year from the date of such Termination of Service by reason of Disability, subject to termination on the Option’s expiration date, if earlier.
(iii)   
Retirement .  Vested Options may be exercised for a period of one (1) year from the date of Termination of Service by reason of Retirement, subject to termination on the Option’s expiration date, if earlier (and, for purposes of clarity, non-vested Options will be forfeited on the date of Termination of Service by reason of Retirement).  The term “Retirement” shall have the meaning set forth in Section 8.1(cc) of the Plan.

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(iv)   
Termination for Cause .   If the Participant’s Service has been terminated for Cause, all Options that have not been exercised will expire and be forfeited.

(v)    
Other Termination .   If the Participant’s Service terminates for any reason other than due to death, Disability, Retirement, Involuntary Termination following a Change in Control or Cause, all unvested Options will be forfeited and vested Options may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of three months following termination, subject to termination on the Option’s expiration date, if earlier.

12.   Miscellaneous.


12.1
No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.


12.2
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.


12.3
At the discretion of the Committee, a non-qualified Option granted under the Plan may be transferable by the Participant, provided, however, that such  transfers will be limited to Immediate Family Members of Participants, trusts and partnerships established for the primary benefit of such family members or to charitable organizations, and provided, further, that such transfers are not made for consideration to the Participant.


12.4
This Agreement will be governed by and construed in accordance with the laws of the State of Maryland.


12.5
This Agreement is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Participant agrees that he will not exercise the Option granted hereby nor will the Company be obligated to issue any shares of stock hereunder if the exercise thereof or the issuance of such shares, as the case may be, would constitute a violation by the Participant or the Company of any such law, regulation or order or any provision thereof.


12.6
The granting of this Option does not confer upon the Participant any right to be retained in the service of the Company or any subsidiary .
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name and on its behalf as of the date of grant of this Option set forth above.
SEVERN BANCORP, INC.
By: ____________________
Its: ____________________

PARTICIPANT’S ACCEPTANCE
The undersigned hereby accepts the foregoing Option and agrees to the terms and conditions hereof, including the terms and provisions of the 2019 Equity Incentive Plan.  The undersigned hereby acknowledges receipt of a copy of the Company’s 2019 Equity Incentive Plan.
PARTICIPANT


_______________________


 

5

EXHIBIT A
NOTICE OF EXERCISE OF OPTION

I hereby exercise the stock option (the “Option”) granted to me by Severn Bancorp, Inc. (the “Company”) or its affiliate, subject to all the terms and provisions set forth in the Stock Option Agreement (the “Agreement”) and the Severn Bancorp, Inc. 2019 Equity Incentive Plan (the “Plan”) referred to therein, and notify you of my desire to purchase __________________ shares of common stock of the Company (“Common Stock”) for a purchase price of $______ per share.

I elect to pay the exercise price by:


___
Cash or personal, certified or cashier’s check in the sum of $_______, in full/partial payment of the purchase price.

___
Stock of the Company with a fair market value of $______ in full/partial payment of the purchase price.*

___
A net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any tax withholding).

___
Selling  ______ shares from my Option shares through a broker in full/partial payment of the purchase price.
I understand that after this exercise, ____________ shares of Common Stock remain subject to the Option, subject to all terms and provisions set forth in the Agreement and the Plan.
I hereby represent that it is my intention to acquire these shares for the following purpose:
___   investment
___   resale or distribution

Please note: if your intention is to resell (or distribute within the meaning of Section 2(11) of the Securities Act of 1933) the shares you acquire through this Option exercise, the Company or transfer agent may require an opinion of counsel that such resale or distribution would not violate the Securities Act of 1933 prior to your exercise of such Option.
Date: ____________, _____.                                            _________________________________________
Participant’s signature




*   If I elect to exercise by exchanging shares I already own, I will constructively return shares that I already own to purchase the new option shares.  If my shares are in certificate form, I must attach a separate statement indicating the certificate number of the shares I am treating as having exchanged.  If the shares are held in “street name” by a registered broker, I must provide the Company with a notarized statement attesting to the number of shares owned that will be treated as having been exchanged.  I will keep the shares that I already own and treat them as if they are shares acquired by the option exercise.  In addition, I will receive additional shares equal to the difference between the shares I constructively exchange and the total new option shares that I acquire.
EXHIBIT 23.2


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 17, 2019, relating to the consolidated financial statements and effectiveness of Severn Bancorp, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2018. Our report on the effectiveness of internal control over financial reporting expresses an adverse opinion on the effectiveness of the Company's internal control over financial reporting as of December 31, 2018.


/s/ BDO USA, LLP

Philadelphia, Pennsylvania
June 21, 2019