UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 31, 2007
Old Line Bancshares, Inc.
(Exact Name of Registrant as Specified in its Charter)
         
Maryland   000-50345   20-0154352
         
(State of Incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)
         
1525 Pointer Ridge Place
Bowie, Maryland 		       
20716
         
(Address of Principal Executive Offices)       (Zip Code)
Registrant’s Telephone Number, Including Area Code: 301-430-2500
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CRF 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e- 4(c))
 
 

 

 

Section 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On December 31, 2007, Old Line Bank, the operating subsidiary of the Registrant, entered into amendments to its existing Salary Continuation Agreements and Supplemental Life Insurance Agreements with respect to the Bank Owned Life Insurance, with its executive officers, James W. Cornelsen (CEO), Joseph W. Burnett (Senior Vice President) and Christine M. Rush (CFO).  The amendments to the Salary Continuation Agreements were made solely for the purpose of bringing the Salary Continuation Agreements into compliance with Section 409A of the Internal Revenue Code. The amendments to the Supplemental Life Insurance Agreements provide that if the executive’s employment is terminated (as provided in the amendments) prior to his or her death, the split dollar life insurance benefit provided for in the applicable agreement will not be paid to the executive’s designated beneficiary.
     The amendments to the Salary Continuation Agreements and Supplemental Life Insurance Agreements are filed as exhibits hereto.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
     (d) Exhibits.
  10.4.1   First Amendment to Salary Continuation Agreement by and between Old Line Bank and James Cornelsen, dated December 31, 2007
 
  10.5.1   First Amendment to Supplemental Life Insurance Agreement by and between Old Line Bank and James Cornelsen, dated December 31, 2007
 
  10.9.1   First Amendment to Salary Continuation Agreement by and between Old Line Bank and Joseph Burnett, dated December 31, 2007
 
  10.10.1   First Amendment to Supplemental Life Insurance Agreement by and between Old Line Bank and Joseph Burnett, dated December 31, 2007
 
  10.14.1   First Amendment to Salary Continuation Agreement by and between Old Line Bank and Christine Rush, dated December 31, 2007
 
  10.15.1   First Amendment to Supplemental Life Insurance Agreement by and between Old Line Bank and Christine Rush, dated December 31, 2007

 

 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
             
    OLD LINE BANCSHARES, INC.
 
           
Date: January 7, 2008
  By:   /s/ James W. Cornelson    
 
           
 
      James W. Cornelson    
 
      President and Chief Executive Officer    

 

 

Exhibit 10.4.1
OLD LINE BANK
Salary Continuation Agreement
FIRST AMENDMENT
TO THE
OLD LINE BANK
SALARY CONTINUATION AGREEMENT
DATED JANUARY 3, 2006
FOR
JAMES CORNELSEN
     THIS FIRST AMENDMENT is adopted this 31 st day of December, 2007, effective as of January 1, 2006, by and between OLD LINE BANK, a state-chartered commercial bank located in Bowie, Maryland (the “Bank”), and JAMES CORNELSEN (the “Executive”).
     The Bank and the Executive executed the Salary Continuation Agreement on January 3, 2006 effective as of January 1, 2006 (the “Agreement”).
     The undersigned hereby amend the Agreement for the purpose of bringing the Agreement into compliance with Section 409A of the Internal Revenue Code. Therefore, the following changes shall be made:
      Section 2.4 of the Agreement shall be deleted in its entirety and replaced by the following:
2.4   Distribution of Benefit. Upon a Change in Control followed within twenty-four (24) months by the Executive’s Separation from Service, the Bank shall distribute to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Article.
      Section 2.4.3 of the Agreement shall be deleted in its entirety and replaced by the following:
2.4.3   Excess Parachute Payment Gross-up . If any benefit payable under this Agreement would create an excise tax under the excess parachute rules of Section 280G of the Code, the Bank shall pay to the Executive an additional amount (the “Gross-up”) equal to:
the Executive’s excise penalty tax amount
divided by the sum of
(one minus the sum of the penalty tax rate plus the Executive’s marginal income tax rate)
          The Gross-up shall be paid in the same manner and at the same time as the benefit which creates the gross-up.
      Section 2.7 of the Agreement shall be deleted in its entirety and replaced by the

1

 

Exhibit 10.4.1
OLD LINE BANK
Salary Continuation Agreement
following:
2.7   Change in Form or Timing of Distributions . All changes in the form or timing of distributions hereunder must comply with the following requirements. The changes:
  (a)   may not accelerate the time or schedule of any distribution, except as provided in Code Section 409A and the regulations thereunder;
 
  (b)   must, for benefits distributable under Sections 2.2 and 2.3, be made at least twelve (12) months prior to the first scheduled distribution;
 
  (c)   must, for benefits distributable under Sections 2.1, 2.2, 2.3 and 2.4, delay the commencement of distributions for a minimum of five (5) years from the date the first distribution was originally scheduled to be made; and
 
  (d)   must take effect not less than twelve (12) months after the election is made.
      Section 8.3 of the Agreement shall be deleted in its entirety and replaced by the following:
8.3   Plan Terminations Under Section 409A . Notwithstanding anything to the contrary in Section 8.2, if this Agreement terminates in the following circumstances:
  (a)   Within thirty (30) days before or twelve (12) months after a Change in Control, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Bank’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of such terminations;
 
  (b)   Upon the Bank’s dissolution or with the approval of a bankruptcy court, provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or
 
  (c)   Upon the Bank’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (“Similar Arrangements”), provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Bank does not adopt any new arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date the Bank takes all necessary action to irrevocably terminate and liquidate the Agreement;

2

 

Exhibit 10.4.1
OLD LINE BANK
Salary Continuation Agreement
      the Bank may distribute the Deferral Account balance, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.
      Section 9.10 of the Agreement shall be deleted in its entirety and replaced by the following:
9.10   Alternative Action . In the event it shall become impossible for the Bank or the Plan Administrator to perform any act required by this Agreement due to regulatory or other constraints, the Bank or Plan Administrator may perform such alternative act as most nearly carries out the intent and purpose of this Agreement and is in the best interests of the Bank, provided that such alternative acts do not violate Code Section 409A of the Code.
      IN WITNESS OF THE ABOVE , the Bank and the Executive hereby consent to this First Amendment.
         
EXECUTIVE:   OLD LINE BANK
 
       
 
  By    
 
       
JAMES CORNELSEN
  Title    
 
       

3

 

Exhibit 10.5.1
FIRST AMENDMENT
TO THE
OLD LINE BANK
SUPPLEMENTAL LIFE INSURANCE AGREEMENT
DATED JANUARY 3, 2006
FOR
JAMES CORNELSEN
     This First Amendment is adopted this 31 st day of December, 2007, by and between Old Line Bank, a state-chartered commercial bank located in Bowie, Maryland (the “Bank”), and James Cornelsen (the “Executive”).
     The Bank and the Executive executed the Supplemental Life Insurance Agreement on January 3, 2006 (the “Agreement”).
     The undersigned hereby amend the Agreement for the purpose of providing a split dollar life insurance benefit if the Executive’s death occurs prior to the Executive’s Separation from Service. Therefore, the following changes shall be made:
      Section 1.6 of the Agreement shall be deleted in its entirety.
      Section 1.14 of the Agreement shall be deleted in its entirety and replaced by the following:
1.14   “ Separation from Service ” means the termination of the Executive’s employment with the Bank for reasons other than death. Whether a Separation from Service takes place is determined based on the facts and circumstances surrounding the termination of the Executive’s employment and whether the Bank and the Executive intended for the Executive to provide significant services for the Bank following such termination. A termination of employment will not be considered a Separation from Service if:
  (a)   the Executive continues to provide services as an employee of the Bank at an annual rate that is twenty percent (20%) or more of the services rendered, on average, during the immediately preceding three full calendar years of employment (or, if employed less than three years, such lesser period) and the annual remuneration for such services is twenty percent (20%) or more of the average annual remuneration earned during the final three full calendar years of employment (or, if less, such lesser period), or
 
  (b)   the Executive continues to provide services to the Bank in a capacity other than as an employee of the Bank at an annual rate that is fifty percent (50%) or more of the services rendered, on average, during the immediately preceding three full calendar years of employment (or if employed less than three years, such lesser period) and the annual remuneration for such services is fifty percent (50%) or more of the average annual remuneration earned during the final three full

 

 

      calendar years of employment (or if less, such lesser period).
      Section 2.2 of the Agreement shall be deleted in its entirety and replaced by the following:
2.2   Executive’s Interest . The Executive, or the Executive’s assignee, shall have the right to designate the Beneficiary of an amount of death proceeds as specified in Section 2.2.1 or 2.2.2. The Executive shall also have the right to elect and change settlement options with respect to the Executive’s Interest by providing written notice to the Bank and the Insurer.
  2.2.1   Death Prior to Separation from Service . If the Executive dies prior to Separation from Service, the Executive’s Beneficiary shall be entitled to a portion of the death proceeds as specified in the table below:
     
Plan Years   Benefit Amount
2005-2009
  45% of the Net Death Proceeds
2010-2011
  50% of the Net Death Proceeds
2012-2013
  55% of the Net Death Proceeds
2014
  60% of the Net Death Proceeds
2015
  65% of the Net Death Proceeds
2016 and subsequent years
  70% of the Net Death Proceeds
  2.2.2   Death After Separation from Service . If the Executive dies after Separation from Service there shall be no benefit under this Agreement.
      Section 2.3 of the Agreement shall be deleted in its entirety and replaced by the following:
2.3   Forfeiture of Benefit . The Executive will forfeit his or her benefit if: (i) the Executive violates any of the provisions detailed in Article 5; or (ii) the Executive provides written notice to the Bank declining further participation in the Agreement.
 
    Article 10 of the Agreement shall be deleted in its entirety and replaced by the following:
     Notwithstanding any other provision in this Agreement, the Bank may amend or terminate the Agreement at any time, or may amend or terminate the Executive’s rights under the Agreement at any time prior to the Executive’s Separation from Service, by providing written notice of such to the Executive. Upon termination of the Executive’s rights under this Agreement, the Executive will be eligible for any life insurance benefit offered to the general employees of the Bank

2

 

      IN WITNESS OF THE ABOVE , the Bank and the Executive hereby consent to this First Amendment.
             
Executive:       Old Line Bank
 
           
 
      By    
 
           
James Cornelsen
           
 
      Title    
 
           

3

 

Exhibit 10.9.1
OLD LINE BANK
Salary Continuation Agreement
FIRST AMENDMENT
TO THE
OLD LINE BANK
SALARY CONTINUATION AGREEMENT
DATED JANUARY 3, 2006
FOR
JOSEPH BURNETT
     THIS FIRST AMENDMENT is adopted this 31 st day of December, 2007, effective as of January 1, 2006, by and between OLD LINE BANK, a state-chartered commercial bank located in Bowie, Maryland (the “Bank”), and JOSEPH BURNETT (the “Executive”).
     The Bank and the Executive executed the Salary Continuation Agreement on January 3, 2006 effective as of January 1, 2006 (the “Agreement”).
     The undersigned hereby amend the Agreement for the purpose of bringing the Agreement into compliance with Section 409A of the Internal Revenue Code. Therefore, the following changes shall be made:
           Section 2.4 of the Agreement shall be deleted in its entirety and replaced by the following:
2.4   Distribution of Benefit. Upon a Change in Control followed within twenty-four (24) months by the Executive’s Separation from Service, the Bank shall distribute to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Article.
      Section 2.4.3 of the Agreement shall be deleted in its entirety and replaced by the following:
2.4.3   Excess Parachute Payment Gross-up . If any benefit payable under this Agreement would create an excise tax under the excess parachute rules of Section 280G of the Code, the Bank shall pay to the Executive an additional amount (the “Gross-up”) equal to:
the Executive’s excise penalty tax amount
divided by the sum of
(one minus the sum of the penalty tax rate plus the Executive’s marginal income tax rate)
The Gross-up shall be paid in the same manner and at the same time as the benefit which creates the gross-up.
      Section 2.7 of the Agreement shall be deleted in its entirety and replaced by the

1

 

Exhibit 10.9.1
OLD LINE BANK
Salary Continuation Agreement
following:
2.7   Change in Form or Timing of Distributions . All changes in the form or timing of distributions hereunder must comply with the following requirements. The changes:
  (a)   may not accelerate the time or schedule of any distribution, except as provided in Code Section 409A and the regulations thereunder;
 
  (b)   must, for benefits distributable under Sections 2.2 and 2.3, be made at least twelve (12) months prior to the first scheduled distribution;
 
  (c)   must, for benefits distributable under Sections 2.1, 2.2, 2.3 and 2.4, delay the commencement of distributions for a minimum of five (5) years from the date the first distribution was originally scheduled to be made; and
 
  (d)   must take effect not less than twelve (12) months after the election is made.
      Section 8.3 of the Agreement shall be deleted in its entirety and replaced by the following:
8.3   Plan Terminations Under Section 409A . Notwithstanding anything to the contrary in Section 8.2, if this Agreement terminates in the following circumstances:
  (a)   Within thirty (30) days before or twelve (12) months after a Change in Control, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Bank’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of such terminations;
 
  (b)   Upon the Bank’s dissolution or with the approval of a bankruptcy court, provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or
 
  (c)   Upon the Bank’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (“Similar Arrangements”), provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Bank does not adopt any new arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date the Bank takes all necessary action to irrevocably terminate and liquidate the Agreement;

2

 

Exhibit 10.9.1
OLD LINE BANK
Salary Continuation Agreement
the Bank may distribute the Deferral Account balance, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.
      Section 9.10 of the Agreement shall be deleted in its entirety and replaced by the following:
9.10   Alternative Action . In the event it shall become impossible for the Bank or the Plan Administrator to perform any act required by this Agreement due to regulatory or other constraints, the Bank or Plan Administrator may perform such alternative act as most nearly carries out the intent and purpose of this Agreement and is in the best interests of the Bank, provided that such alternative acts do not violate Code Section 409A of the Code.
      IN WITNESS OF THE ABOVE , the Bank and the Executive hereby consent to this First Amendment.
                 
EXECUTIVE:       OLD LINE BANK    
 
               
 
      By        
 
               
JOSEPH BURNETT
      Title        
 
               

3

 

Exhibit 10.10.1
FIRST AMENDMENT
TO THE
OLD LINE BANK
SUPPLEMENTAL LIFE INSURANCE AGREEMENT
DATED JANUARY 3, 2006
FOR
JOSEPH BURNETT
               This First Amendment is adopted this 31 st day of December, 2007, by and between Old Line Bank, a state-chartered commercial bank located in Bowie, Maryland (the “Bank”), and Joseph Burnett (the “Executive”).
               The Bank and the Executive executed the Supplemental Life Insurance Agreement on January 3, 2006 (the “Agreement”).
               The undersigned hereby amend the Agreement for the purpose of providing a split dollar life insurance benefit if the Executive’s death occurs prior to the Executive’s Separation from Service. Therefore, the following changes shall be made:
                Section 1.6 of the Agreement shall be deleted in its entirety.
                Section 1.14 of the Agreement shall be deleted in its entirety and replaced by the following:
1.14   “ Separation from Service ” means the termination of the Executive’s employment with the Bank for reasons other than death. Whether a Separation from Service takes place is determined based on the facts and circumstances surrounding the termination of the Executive’s employment and whether the Bank and the Executive intended for the Executive to provide significant services for the Bank following such termination. A termination of employment will not be considered a Separation from Service if:
  (a)   the Executive continues to provide services as an employee of the Bank at an annual rate that is twenty percent (20%) or more of the services rendered, on average, during the immediately preceding three full calendar years of employment (or, if employed less than three years, such lesser period) and the annual remuneration for such services is twenty percent (20%) or more of the average annual remuneration earned during the final three full calendar years of employment (or, if less, such lesser period), or
 
  (b)   the Executive continues to provide services to the Bank in a capacity other than as an employee of the Bank at an annual rate that is fifty percent (50%) or more of the services rendered, on average, during the immediately preceding three full calendar years of employment (or if employed less than three years, such lesser period) and the annual remuneration for such services is fifty percent (50%) or more of the average annual remuneration earned during the final three full

 

 

      calendar years of employment (or if less, such lesser period).
                Section 2.2 of the Agreement shall be deleted in its entirety and replaced by the following:
2.2   Executive’s Interest . The Executive, or the Executive’s assignee, shall have the right to designate the Beneficiary of an amount of death proceeds as specified in Section 2.2.1 or 2.2.2. The Executive shall also have the right to elect and change settlement options with respect to the Executive’s Interest by providing written notice to the Bank and the Insurer.
  2.2.1   Death Prior to Separation from Service . If the Executive dies prior to Separation from Service, the Executive’s Beneficiary shall be entitled to a portion of the death proceeds equal to thirty percent (30%) of the Net Death Proceeds.
 
  2.2.2   Death After Separation from Service . If the Executive dies after Separation from Service there shall be no benefit under this Agreement.
                Section 2.3 of the Agreement shall be deleted in its entirety and replaced by the following:
2.3   Forfeiture of Benefit . The Executive will forfeit his or her benefit if: (i) the Executive violates any of the provisions detailed in Article 5; or (ii) the Executive provides written notice to the Bank declining further participation in the Agreement.
                Article 10 of the Agreement shall be deleted in its entirety and replaced by the following:
               Notwithstanding any other provision in this Agreement, the Bank may amend or terminate the Agreement at any time, or may amend or terminate the Executive’s rights under the Agreement at any time prior to the Executive’s Separation from Service, by providing written notice of such to the Executive. Upon termination of the Executive’s rights under this Agreement, the Executive will be eligible for any life insurance benefit offered to the general employees of the Bank
                IN WITNESS OF THE ABOVE , the Bank and the Executive hereby consent to this First Amendment.
             
Executive:       Old Line Bank
 
           
 
      By    
 
           
Joseph Burnett
           
 
      Title    
 
           

2

 

OLD LINE BANK
Salary Continuation Agreement 		  Exhibit 10.14.1
FIRST AMENDMENT
TO THE
OLD LINE BANK
SALARY CONTINUATION AGREEMENT
DATED JANUARY 3, 2006
FOR
CHRISTINE RUSH
               THIS FIRST AMENDMENT is adopted this 31 st day of December 2007, effective as of January 1, 2006, by and between OLD LINE BANK, a state-chartered commercial bank located in Bowie, Maryland (the “Bank”), and CHRISTINE RUSH (the “Executive”).
               The Bank and the Executive executed the Salary Continuation Agreement on January 3, 2006 effective as of January 1, 2006 (the “Agreement”).
               The undersigned hereby amend the Agreement for the purpose of bringing the Agreement into compliance with Section 409A of the Internal Revenue Code. Therefore, the following changes shall be made:
                Section 2.4 of the Agreement shall be deleted in its entirety and replaced by the following:
2.4   Distribution of Benefit. Upon a Change in Control followed within twenty-four (24) months by the Executive’s Separation from Service, the Bank shall distribute to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Article.
                Section 2.4.3 of the Agreement shall be deleted in its entirety and replaced by the following:
2.4.3   Excess Parachute Payment Gross-up . If any benefit payable under this Agreement would create an excise tax under the excess parachute rules of Section 280G of the Code, the Bank shall pay to the Executive an additional amount (the “Gross-up”) equal to:
the Executive’s excise penalty tax amount
divided by the sum of
(one minus the sum of the penalty tax rate plus the Executive’s marginal income tax rate)
The Gross-up shall be paid in the same manner and at the same time as the benefit which creates the gross-up.
                Section 2.7 of the Agreement shall be deleted in its entirety and replaced by the

1

 

OLD LINE BANK
Salary Continuation Agreement 		  Exhibit 10.14.1
following:
2.7   Change in Form or Timing of Distributions . All changes in the form or timing of distributions hereunder must comply with the following requirements. The changes:
  (a)   may not accelerate the time or schedule of any distribution, except as provided in Code Section 409A and the regulations thereunder;
 
  (b)   must, for benefits distributable under Sections 2.2 and 2.3, be made at least twelve (12) months prior to the first scheduled distribution;
 
  (c)   must, for benefits distributable under Sections 2.1, 2.2, 2.3 and 2.4, delay the commencement of distributions for a minimum of five (5) years from the date the first distribution was originally scheduled to be made; and
 
  (d)   must take effect not less than twelve (12) months after the election is made.
                Section 8.3 of the Agreement shall be deleted in its entirety and replaced by the following:
8.3   Plan Terminations Under Section 409A . Notwithstanding anything to the contrary in Section 8.2, if this Agreement terminates in the following circumstances:
  (a)   Within thirty (30) days before or twelve (12) months after a Change in Control, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Bank’s arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of such terminations;
 
  (b)   Upon the Bank’s dissolution or with the approval of a bankruptcy court, provided that the amounts deferred under the Agreement are included in the Executive’s gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or
 
  (c)   Upon the Bank’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if the Executive participated in such arrangements (“Similar Arrangements”), provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Bank does not adopt any new arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date the Bank takes all necessary action to irrevocably terminate and liquidate the Agreement;

2

 

OLD LINE BANK
Salary Continuation Agreement 		  Exhibit 10.14.1
      the Bank may distribute the Deferral Account balance, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms.
                Section 9.10 of the Agreement shall be deleted in its entirety and replaced by the following:
9.10   Alternative Action . In the event it shall become impossible for the Bank or the Plan Administrator to perform any act required by this Agreement due to regulatory or other constraints, the Bank or Plan Administrator may perform such alternative act as most nearly carries out the intent and purpose of this Agreement and is in the best interests of the Bank, provided that such alternative acts do not violate Code Section 409A of the Code.
                IN WITNESS OF THE ABOVE , the Bank and the Executive hereby consent to this First Amendment.
             
EXECUTIVE:       OLD LINE BANK
 
           
 
      By    
 
           
CHRISTINE RUSH
      Title    
 
           

3

 

Exhibit 10.15.1
FIRST AMENDMENT
TO THE
OLD LINE BANK
SUPPLEMENTAL LIFE INSURANCE AGREEMENT
DATED JANUARY 3, 2006
FOR
CHRISTINE RUSH
               This First Amendment is adopted this 31 st day of December, 2007, by and between Old Line Bank, a state-chartered commercial bank located in Bowie, Maryland (the “Bank”), and Christine Rush (the “Executive”).
               The Bank and the Executive executed the Supplemental Life Insurance Agreement on January 3, 2006 (the “Agreement”).
               The undersigned hereby amend the Agreement for the purpose of providing a split dollar life insurance benefit if the Executive’s death occurs prior to the Executive’s Separation from Service. Therefore, the following changes shall be made:
                Section 1.6 of the Agreement shall be deleted in its entirety.
                Section 1.14 of the Agreement shall be deleted in its entirety and replaced by the following:
1.14   “ Separation from Service ” means the termination of the Executive’s employment with the Bank for reasons other than death. Whether a Separation from Service takes place is determined based on the facts and circumstances surrounding the termination of the Executive’s employment and whether the Bank and the Executive intended for the Executive to provide significant services for the Bank following such termination. A termination of employment will not be considered a Separation from Service if:
  (a)   the Executive continues to provide services as an employee of the Bank at an annual rate that is twenty percent (20%) or more of the services rendered, on average, during the immediately preceding three full calendar years of employment (or, if employed less than three years, such lesser period) and the annual remuneration for such services is twenty percent (20%) or more of the average annual remuneration earned during the final three full calendar years of employment (or, if less, such lesser period), or
 
  (b)   the Executive continues to provide services to the Bank in a capacity other than as an employee of the Bank at an annual rate that is fifty percent (50%) or more of the services rendered, on average, during the immediately preceding three full calendar years of employment (or if employed less than three years, such lesser period) and the annual remuneration for such services is fifty percent (50%) or more of the average annual remuneration earned during the final three full

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Exhibit 10.15.1
      calendar years of employment (or if less, such lesser period).
                Section 2.2 of the Agreement shall be deleted in its entirety and replaced by the following:
2.2   Executive’s Interest . The Executive, or the Executive’s assignee, shall have the right to designate the Beneficiary of an amount of death proceeds as specified in Section 2.2.1 or 2.2.2. The Executive shall also have the right to elect and change settlement options with respect to the Executive’s Interest by providing written notice to the Bank and the Insurer.
  2.2.1   Death Prior to Separation from Service . If the Executive dies prior to Separation from Service, the Executive’s Beneficiary shall be entitled to a portion of the death proceeds equal to seventy-five percent (75%) of the Net Death Proceeds.
 
  2.2.2   Death After Separation from Service . If the Executive dies after Separation from Service there shall be no benefit under this Agreement.
                Section 2.3 of the Agreement shall be deleted in its entirety and replaced by the following:
2.3   Forfeiture of Benefit . The Executive will forfeit his or her benefit if: (i) the Executive violates any of the provisions detailed in Article 5; or (ii) the Executive provides written notice to the Bank declining further participation in the Agreement.
                Article 10 of the Agreement shall be deleted in its entirety and replaced by the following:
               Notwithstanding any other provision in this Agreement, the Bank may amend or terminate the Agreement at any time, or may amend or terminate the Executive’s rights under the Agreement at any time prior to the Executive’s Separation from Service, by providing written notice of such to the Executive. Upon termination of the Executive’s rights under this Agreement, the Executive will be eligible for any life insurance benefit offered to the general employees of the Bank
                IN WITNESS OF THE ABOVE , the Bank and the Executive hereby consent to this First Amendment.
             
Executive:       Old Line Bank
 
           
 
      By    
 
           
Christine Rush
           
 
      Title    
 
           

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