Maryland | 000-50345 | 20-0154352 | ||
(State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
1525 Pointer Ridge Place
Bowie, Maryland |
20716 |
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(Address of Principal Executive Offices) | (Zip Code) |
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)) |
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
OLD LINE BANCSHARES, INC.
By:
/s/ James W. Cornelson
James W. Cornelson
President and Chief Executive Officer
2.4 | Distribution of Benefit. Upon a Change in Control followed within twenty-four (24) months by the Executives 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. |
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: |
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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. |
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 Banks 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 Banks dissolution or with the approval of a bankruptcy court, provided that the amounts deferred under the Agreement are included in the Executives 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 Banks 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; |
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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. |
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. |
EXECUTIVE: | OLD LINE BANK | |||
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By | |||
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JAMES CORNELSEN
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Title | |||
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1.14 | Separation from Service means the termination of the Executives 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 Executives 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). |
2.2 | Executives Interest . The Executive, or the Executives 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 Executives 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 Executives Beneficiary shall be entitled to a portion of the death proceeds as specified in the table below: |
Plan Years | Benefit Amount | |
2005-2009
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45% of the Net Death Proceeds | |
2010-2011
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50% of the Net Death Proceeds | |
2012-2013
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55% of the Net Death Proceeds | |
2014
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60% of the Net Death Proceeds | |
2015
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65% of the Net Death Proceeds | |
2016 and subsequent years
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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. |
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: |
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2.4 | Distribution of Benefit. Upon a Change in Control followed within twenty-four (24) months by the Executives 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. |
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: |
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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. |
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 Banks 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 Banks dissolution or with the approval of a bankruptcy court, provided that the amounts deferred under the Agreement are included in the Executives 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 Banks 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; |
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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. |
EXECUTIVE: | OLD LINE BANK | |||||||
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By | |||||||
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JOSEPH BURNETT
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Title | |||||||
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1.14 | Separation from Service means the termination of the Executives 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 Executives 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). |
2.2 | Executives Interest . The Executive, or the Executives 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 Executives 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 Executives 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. |
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. |
Executive: | Old Line Bank | |||||
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By | |||||
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Joseph Burnett
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Title | |||||
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OLD LINE BANK
Salary Continuation Agreement |
Exhibit 10.14.1 |
2.4 | Distribution of Benefit. Upon a Change in Control followed within twenty-four (24) months by the Executives 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. |
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: |
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OLD LINE BANK
Salary Continuation Agreement |
Exhibit 10.14.1 |
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. |
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 Banks 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 Banks dissolution or with the approval of a bankruptcy court, provided that the amounts deferred under the Agreement are included in the Executives 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 Banks 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; |
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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. |
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. |
EXECUTIVE: | OLD LINE BANK | |||||
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By | |||||
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CHRISTINE RUSH
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Title | |||||
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1.14 | Separation from Service means the termination of the Executives 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 Executives 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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calendar years of employment (or if less, such lesser period). |
2.2 | Executives Interest . The Executive, or the Executives 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 Executives 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 Executives 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. |
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. |
Executive: | Old Line Bank | |||||
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By | |||||
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Christine Rush
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Title | |||||
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