OLD LINE BANCSHARES INC (Form: 8-K, Received: 01/05/2005 15:10:51)

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

FORM 8-K
CURRENT REPORT

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, 2004

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.)

           2995 Crain Highway
           Waldorf, Maryland                                   20601
--------------------------------------------------------------------------------
 (Address of Principal Executive Offices)                    (Zip Code)

Registrant's Telephone Number, Including Area Code: 301-645-0333

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:

____ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

____ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CRF 240.14a-12)

____ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 SFR 240.14d-2 (b))

____ Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e- 4 (c))

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENTS

On May 27, 2004, Old Line Bancshares, Inc.'s (the "Registrant's") stockholders, upon the recommendation of the Registrant's Board of Directors, approved the Registrant's 2004 Equity Incentive Plan (the "2004 Plan").

The 2004 Plan is intended to encourage stock ownership by employees of the Registrant and any current or future subsidiaries, including Old Line Bank, so that they may acquire or increase their proprietary interest in the Registrant and align their interests with the interests of the stockholders, and to provide an incentive to such employees to remain in the Registrant's employ. The 2004 Plan is also intended to encourage the Registrant's directors who are not employees of the Registrant or a subsidiary ("Eligible Directors") to acquire or increase their proprietary interest in the Registrant, to further promote and strengthen the interest of such Eligible Directors in the development and financial success of the Registrant, and to assist the Registrant in attracting and retaining highly qualified directors.

The 2004 Plan provides for the grant of stock options, restricted stock and cash-based awards (restricted units). The 2004 Plan limits the aggregate number of shares of common stock as to which options and restricted stock may be granted to 250,000 shares. The 2004 Plan is administered by the Compensation Committee of the Registrant's Board of Directors. However, the Registrant's full Board of Directors may exercise some or all of the powers of the Compensation Committee with respect to grants of awards to Eligible Directors. In general, upon a change of control (as defined in the 2004 Plan), all outstanding options become fully exercisable and all outstanding restrictions with respect to restricted stock or restricted units automatically expire.

The Registrant currently has one other equity incentive plan with shares available for future awards, the 2001 Incentive Stock Option Plan, as amended (the "2001 Plan"). The Registrant cannot make any new awards under its other equity incentive plan, the 1990 Incentive Stock Option Plan, as amended. The Registrant will continue making grants of stock options under the 2001 Plan so long as it is able to do so.

A summary of the material features of the 2004 Plan is set forth in the Registrant's Definitive Proxy Statement for the 2004 Annual Meeting of Stockholders (the "Proxy Statement"), filed with the Securities and Exchange Commission (the "SEC") on April 22, 2004. The summary and the description of the 2004 Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2004 Plan, which is filed as Exhibit 10.1 to the Company's Registration Statement on Form S-8, filed with the SEC on June 25, 2004 and is also filed as Exhibit 10.1 to this Form 8-K.

The Registrant is filing as Exhibit 10.2 to this Form 8-K the form of Incentive Stock Option Agreement used and/or to be used by the Registrant in connection with incentive stock option grants under the 2004 Plan. From time to time, the Registrant may issue stock options under the 2004 Plan on terms different from those in the form agreement filed herewith.

On December 31, 2004, the Registrant issued incentive stock options to its executive officers - James W. Cornelsen, Joseph Burnett and Christine Rush - under the 2004 Plan as follows:

Name of Officer           Number of Shares           Exercise Price

James W. Cornelsen        9,000                               $11.79
Joseph Burnett            3,300                               $11.79
Christine Rush            3,300                               $11.79

One-third of the grant vested as of December 31, 2004, one-third of the grant will vest on December 31, 2005 and one-third of the grant will vest on December 31, 2006. The options were evidenced by Stock Option Agreements in the form filed herewith as Exhibit 10.2.

Also, on December 31, 2004, the Registrant's wholly owned subsidiary, Old Line Bank, increased the guaranteed annual compensation payable to each of the executive officers, as set forth in a first amendment to each executive's employment agreement. Specifically, Mr. Cornelsen's guaranteed annual compensation increased from $150,000 to $190,000, Mr. Burnett's guaranteed annual compensation increased from $114,000 to $127,000 and Ms. Rush's guaranteed annual compensation increased from $100,000 to $121,000. These executive officers continue to be eligible for a discretionary bonus each year. For 2004, the discretionary bonus paid to Mr. Cornelsen was

$40,000, to Mr. Burnett was $17,000 and to Ms. Rush was $17,000. In addition, Mr. Cornelsen's agreement was amended to reflect the Registrant's decision to extend the term of Mr. Cornelsen's employment agreement to March 30, 2010 and to evidence the Registrant's decision in 2003 to extend the term of Mr. Cornelsen's employment agreement to March 30, 2009. The summary and description of the amendments to the employment agreements contained herein is qualified in its entirety by reference to the amendments to the employment agreements, copies of which are filed as Exhibit 10.3, Exhibit 10.4 and Exhibit 10.5 to this Form 8-K.

The Registrant is also announcing changes to its and Old Line Bank's director cash compensation policy beginning January 1, 2005.

For 2004, each non-employee director of Old Line Bank, other than the Chairman of the Board and the Vice Chairman of the Board, received $300 for each attended meeting of the Board of Directors, and $150 for each attended meeting of the Asset & Liability Committee and the Loan/Loan Review Committee and $300 for each attended meeting of the Audit Committee. Each non-employee director of Old Line Bank, other than the Chairman of the Board and the Vice Chairman of the Board, also received a $250 quarterly retainer. During 2004, the Chairman of the Board received annual compensation of $30,000 and the Vice Chairman received annual compensation of $15,000.

For 2005, each non-employee director of Old Line Bank, other than the Chairman of the Board and the Vice Chairman of the Board, will receive $400 for each attended meeting of the Board of Directors, and $200 for each attended meeting of the Asset & Liability Committee, the Loan/Loan Review Committee, the Real Estate Committee and the Nominating Committee, and $300 for each attended meeting of the Audit Committee and the Compensation Committee. Each non-employee director of Old Line Bank, other than the Chairman of the Board and the Vice Chairman of the Board, also will receive a $250 quarterly retainer. During 2005, the Chairman of the Board will receive annual compensation of $30,000 and the Vice Chairman will receive annual compensation of $15,000. Old Line Bank reserves the right to change these amounts during 2005.

The Registrant has paid no cash remuneration, direct or otherwise, to its directors since its incorporation. It is expected that unless and until the Registrant becomes actively involved in additional businesses other than owning all the capital stock of Old Line Bank, no separate cash compensation will be paid to the directors of Old Line Bancshares, Inc. in addition to that paid to them by Old Line Bank in their capacities as directors of Old Line Bank. However, the Registrant may determine in the future that such separate cash compensation is appropriate.

In addition to cash compensation, since 1997, the Registrant or Old Line Bank (prior to Old Line Bank's reorganization into the holding company structure) has granted options in December of each year to its non-employee directors. Historically, each non-employee director was granted an option to purchase 750 shares. For 2004, the Registrant increased the 750 amount to 1,000, and on December 31, 2004, the Registrant issued each non-employee director an option to purchase 1,000 shares of the Registrant's common stock. The options granted on December 31, 2004 were granted pursuant to the 2001 Plan. The options were granted at fair market value, are exercisable immediately, and expire on the tenth anniversary of the grant date. Also, the options terminate (if not exercised) on the first anniversary of the termination of the director's service on the Board of Directors.

A copy of the Registrant's and Old Line Bank's 2005 Director Compensation Policy is attached hereto and incorporated by reference herein as Exhibit 10.6 to this Form 8-K.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(a) Not applicable

(b) Not applicable

10.1 Old Line Bancshares, Inc. 2004 Equity Incentive Plan

10.2 Form of Incentive Stock Option Agreement for use in connection with the Old Line Bancshares, Inc. 2004 Equity Incentive Plan

10.3 First Amendment to Executive Employment Agreement dated December 31, 2004 between Old Line Bank and James W.

Cornelsen

10.4 First Amendment to Executive Employment Agreement dated December 31, 2004 between Old Line Bank and Joseph Burnett

10.5 First Amendment to Executive Employment Agreement dated December 31, 2004 between Old Line Bank and Christine Rush

10.6 Old Line Bancshares, Inc. and Old Line Bank 2005 Director Compensation Policy

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.

January 4, 2005            By:  /s/ James W. Cornelsen
                                ----------------------
                                James W. Cornelsen, President

EXHIBIT INDEX

10.1 Old Line Bancshares, Inc. 2004 Equity Incentive Plan

10.2 Form of Incentive Stock Option Agreement for use in connection with the Old Line Bancshares, Inc. 2004 Equity Incentive Plan

10.3 First Amendment to Executive Employment Agreement dated December 31, 2004 between Old Line Bank and James W. Cornelsen

10.4 First Amendment to Executive Employment Agreement dated December 31, 2004 between Old Line Bank and Joseph Burnett

10.5 First Amendment to Executive Employment Agreement dated December 31, 2004 between Old Line Bank and Christine Rush

10.6 Old Line Bancshares, Inc. and Old Line Bank Director Compensation Policy

EXHIBIT 10.1
OLD LINE BANCSHARES, INC.
2004 EQUITY INCENTIVE PLAN

1. PURPOSE.

This 2004 Equity Incentive Plan (the "Plan") is intended to encourage stock ownership by officers and employees of Old Line Bancshares, Inc. (the "Company") and Subsidiaries so that they may acquire or increase their proprietary interest in the Company, and to encourage such employees to remain in the employ of the Company and its Subsidiaries, and to put forth maximum efforts for the success of the Company's and its Subsidiaries' business. The Plan is also intended to encourage directors of the Company who are not employees or officers of the Company or its Subsidiaries ("Eligible Directors") to acquire or increase their proprietary interest in the Company and to further promote and strengthen the interest of such Eligible Directors in the development and financial success of the Company and its Subsidiaries and to assist the Company in attracting and retaining highly qualified directors.

2. DEFINITIONS.

As used in this Plan, the following words and phrases shall have the meanings indicated (other words and phrases are defined in the text of the Plan):

(a) "CAUSE" has the meaning ascribed to such term or words of similar import in the Grantee's written employment or service contract with the Company or a Subsidiary and, in the absence of such agreement or definition, means the Grantee's (i) conviction of, or plea of guilty or nolo contendere to, a felony or crime involving moral turpitude; (ii) fraud on or misappropriation of any funds or property of the Company, any affiliate, customer or vendor; (iii) personal dishonesty, incompetence, willful misconduct, willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses) or breach of fiduciary duty which involves personal profit; (iv) willful misconduct in connection with the Grantee's duties or willful failure to perform the Grantee's responsibilities in the best interests of the Company or the Subsidiary;
(v) illegal use or distribution of drugs; (vi) violation of any Company or Subsidiary rule, regulation, procedure or policy; or (vii) breach of any provision of any employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by the Grantee for the benefit of the Company or a Subsidiary, all as determined by the Committee (as defined in Section 3 below), which determination will be conclusive.

(b) A "CHANGE OF CONTROL" shall occur upon any of the following events:

(i) the acquisition by any person or persons acting in concert of the then outstanding voting securities of either the Company or Old Line Bank, if, after the transaction, the acquiring person (or persons) owns, controls or holds with power to vote twenty-five percent (25%) or more of any class of voting securities of the Company or Old Line Bank, as the case may be, or such other

a transaction as may be described under 12 C.F.R. Section 225.41(b)(1) or any successor thereto;

(ii) within any twelve-month period the persons who were directors of either the Company or Old Line Bank immediately before the beginning of such twelve-month period (the "Incumbent Directors") cease to constitute at least a majority of such board of directors; provided that any director who was not a director as of the beginning of such period will be deemed to be an Incumbent Director if that director was elected to such board of directors by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors;

(iii) the approval by the stockholders of the Company or Old Line Bank of a reorganization, merger or consolidation, with respect to which persons who were the stockholders of either the Company or Old Line Bank, as the case may be, immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than fifty percent (50%) of the combined voting power entitled to vote in the election of directors of the reorganized, merged or consolidated company's then outstanding voting securities; or

(iv) the sale, transfer or assignment of all or substantially all of the assets of the Company or Old Line Bank to any third party.

(d) "COMMON STOCK" shall mean shares of the Company's Common Stock, par value $.01 per share.

(e) "DISABILITY" shall, in the case of an Incentive Stock Option and unless otherwise expressly provided in the applicable Award Agreement (as defined in Section 3(b)), have the meaning ascribed to such term or words of similar import in the Grantee's written employment or service contract with the Company or a Subsidiary; provided, however, that if there is no such agreement or contract and with respect to Options which are Nonstatutory Stock Options, Disability shall mean a physical or mental condition that renders the Grantee unable to perform the duties of the Grantee's customary position of service for an indefinite period that the Committee determines will be of long, continued duration. The Grantee will be considered Disabled as of the date the Committee determines the Grantee first satisfied the definition of Disability. The Committee may require the Grantee to submit to a physical examination by a physician chosen by the Committee in order to confirm the existence of a Disability.

(f) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended.

(g) "FAIR MARKET VALUE" per share as of a particular date shall mean (i) if the Common Stock is listed on a stock exchange or quoted on the automated quotation system of NASDAQ (including the NASDAQ Small Cap Market), the Fair Market Value shall be the closing sales price per share (or if such price is unavailable, the average of

the high bid and low asked price on that date) or (ii) if the shares of Common Stock are not then listed or quoted, such value as the Committee in its discretion may determine.

(h) "GRANTEE" shall mean a person to whom an Option, Restricted Stock Award or Restricted Unit Award has been granted.

(i) "INCENTIVE STOCK OPTION" shall mean an Option that is intended to be an "incentive stock option" within the meaning of Section 422 of the Code.

(j) "NONSTATUTORY STOCK OPTION" shall mean an Option that is not intended to be an Incentive Stock Option.

(k) "OPTION" shall mean the right, granted to a Grantee pursuant to the Plan to purchase a specified number of shares of Common Stock, on the terms and subject to the restrictions set forth in this Plan and by the Committee upon the grant of the Option to the Grantee.

(l) "RESTRICTED SHARE" shall mean a share of Common Stock, awarded to a Grantee pursuant to the Plan that is subject to the terms and restrictions set forth in this Plan and by the Committee upon the award of the Restricted Share to the Grantee.

(m) "RESTRICTED UNIT" shall mean the right, awarded to a Grantee pursuant to the Plan, to receive an amount in cash equal to the Fair Market Value of one share of Common Stock, on the terms and subject to the restrictions set forth in this Plan and by the Committee upon the award of the Restricted Unit to the Grantee.

(n) "RETIREMENT" shall have such meaning as the Committee shall determine from time to time.

(o) "SUBSIDIARIES", "SUBSIDIARY" OR "SUBSIDIARY CORPORATION" shall mean any corporation or other entity which is consolidated with the Company in accordance with generally accepted accounting principles (and specifically includes Old Line Bank).

(p) "SUBSTITUTE AWARDS" shall mean Grants (as defined in Section 3 below) made in assumption of or in substitution for outstanding awards previously granted by an entity acquired by the Company or a Subsidiary or with which the Company or a Subsidiary combines, provided, however, that no Substitute Award may be made if it requires stockholder approval under the then applicable rules and interpretations of The Nasdaq Stock Market, Inc.

3. ADMINISTRATION.

(a) The Plan shall be administered by the Compensation Committee (the "Committee") of the Board of Directors of the Company (the "Board"). The Committee shall consist solely of three or more members of the Board, each of whom shall be a "non-employee director" within the meaning of Rule 16b-3, as from time to time amended, promulgated under
Section 16 of the Exchange Act, and who shall be

"independent" within the meaning of and to the extent required by applicable rules and interpretations of the Securities and Exchange Commission and The Nasdaq Stock Market, Inc., including its Rule 4200(a)(15), as from time to time amended.

(b) The Committee shall have the authority in its discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, including, without limitation, the authority to grant Options and make awards of Restricted Shares and Restricted Units ("Restricted Stock Awards" and "Restricted Unit Awards", respectively, and sometimes collectively with the grant of Options, "Grants"); to determine the purchase price of the shares of Common Stock covered by each Option (the "Option Price"); to determine the persons to whom, and the time or times at which, Options, Restricted Stock Awards and Restricted Unit Awards shall be granted; to determine the number of shares to be covered by each Option, and to determine the number of Restricted Shares and Restricted Units to be covered by each Restricted Stock Award and Restricted Unit Award; to interpret the Plan; to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of the agreements (which need not be identical) entered into in connection with grants of Options ("Option Agreements") and Restricted Stock Awards and Restricted Unit Awards ("Restricted Award Agreements") (Option Agreements and Restricted Award Agreements are sometimes referred to herein as "Award Agreements); and to make all other determinations deemed necessary or advisable for the administration of the Plan. Notwithstanding the foregoing, the Committee shall not have the authority to reduce the exercise price for any Option by repricing or replacing such Option unless the Company shall have obtained the prior consent of its stockholders.

(c) The determinations of the Committee with respect to the Plan shall be binding and conclusive on all parties. The Committee may delegate to one or more of its members or to one or more agents such administrative duties as it may deem advisable, and the Committee or any person to whom it has delegated duties as aforesaid may employ one or more persons to render advice with respect to any responsibility the Committee or such person may have under the Plan. No member of the Board or Committee shall be liable for any action taken or determination made in good faith with respect to the Plan or any Grant made hereunder.

(d) Notwithstanding anything to the contrary contained in this Section 3, the full Board of Directors may exercise some or all of the powers of the Compensation Committee as set forth in the Plan with respect to Grants to Eligible Directors.

4. ELIGIBILITY.

(a) Options, Restricted Stock Awards and Restricted Unit Awards may be granted to employees (including, without limitation, officers who are employees) of the Company or its present or future Subsidiaries, and to Eligible Directors of the Company or its present or future Subsidiaries. A person to whom an Option has been granted hereunder is sometimes referred to herein as an "Optionee".

(b) A Grantee shall be eligible to receive more than one Grant during the term of the Plan, but only on the terms and subject to the restrictions hereinafter set forth.

(c) An individual who has agreed to accept employment by the Company or a Subsidiary shall be deemed to be eligible for Options, Restricted Stock Awards and Restricted Unit Awards as of the date of such agreement.

(d) Holders of options and other types of equity-based awards granted by any entity acquired by the Company or a Subsidiary or with which the Company or a Subsidiary combines are eligible for grant of Substitute Awards hereunder.

5. STOCK.

(a) The shares of Common Stock subject to Options and Restricted Stock Awards hereunder may, in whole or in part, be authorized but unissued shares or shares that shall have been or may be reacquired by the Company. Subject to the next sentence, the aggregate number of shares of Common Stock as to which Options and Restricted Shares may be granted from time to time under this Plan shall not exceed 250,000. The limitation established by the preceding sentence shall be subject to adjustment as provided in the Plan.

(b) If any shares subject to an Option grant or Restricted Stock Award (other than a Substitute Award) are forfeited, canceled, exchanged or surrendered or if a Grant otherwise terminates or expires without a distribution of shares to the Grantee, the shares of Common Stock with respect to such Grant shall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available for Grants under the Plan. Notwithstanding the foregoing, in no event shall any such shares be again available for Grants under the Plan if such action would cause the Plan to be a "formula" plan under applicable interpretations of The Nasdaq Stock Market, Inc.

(c) Because Restricted Units are payable solely in cash, shares to which such a Restricted Unit relates shall not count against the limitation set forth in this Section 5 and any forfeiture, cancellation, exchange, surrender, termination or expiration of such Restricted Units shall not result in any adjustment in the shares of Common Stock available for issuance pursuant to this Section 5.

(d) In the event that the Committee shall determine that any dividend or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination or other similar corporate transaction or event affects the shares of Common Stock such that an adjustment is determined by the Committee to be appropriate to reflect equitably such change in the Common Stock, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of shares of Common Stock (or other securities or property) which thereafter may be made the subject of Grants, including the aggregate limit specified in Section 5(a), (ii) the number and type of shares of Common Stock (or other securities or property) subject to outstanding Grants, and
(iii) the grant, purchase, or exercise price with respect to any Grant or, if deemed appropriate, make provision for a cash payment

to the holder of an outstanding Grant; provided, however, that the number of shares of Common Stock subject to any Grant denominated in shares of Common Stock shall always be a whole number.

(e) Shares of Common Stock underlying Substitute Awards shall not count against the limit specified in Section 5(a) and shall not reduce the number of shares of Common Stock remaining available for issuance under the Plan, unless such counting or reduction is required under the applicable rules and interpretations of The Nasdaq Stock Market, Inc., as amended from time to time.

6. TERMS AND CONDITIONS OF OPTIONS.

Each Option granted pursuant to the Plan shall be evidenced by a written Option Agreement between the Company and the Optionee, which agreement shall comply with and be subject to the following terms and conditions (and with such other terms and conditions not inconsistent with the terms of this Plan as the Committee, in its discretion, shall establish):

(a) Number of Shares. Each Option Agreement shall state the number of shares of Common Stock to which the Option relates.

(b) Type of Option. Each Option Agreement shall specifically state whether the Option is intended to be an Incentive Stock Option or a Nonstatutory Stock Option.

(c) Option Price. Each Option Agreement shall state the Option Price, which shall be not less than one hundred percent (100%) of the Fair Market Value of the shares of Common Stock of the Company on the date of grant of the Option (other than in the case of Substitute Awards). The date on which the Committee adopts a resolution expressly granting an Option shall be considered the day on which such Option is granted, unless such resolution expressly provides for a specific later date.

(d) Medium and Time of Payment. The Option Price shall be paid in full, at the time of exercise, in cash, or, at the discretion of the Committee
(i) in shares of Common Stock having a Fair Market Value equal to such Option Price provided that such shares have been held by the Grantee for at least one year prior to such exercise, (ii) in a combination of cash and shares provided that such shares have been held by the Grantee for at least one year prior to such exercise, or (iii) through a cashless exercise procedure involving a broker; provided, however, that such method and time for payment shall be permitted by and be in compliance with applicable law.

(e) Term and Exercise of Options. Except as provided in Section 6(i) hereof or unless otherwise determined by the Committee, the shares covered by an Option shall become exercisable over such period, in cumulative installments or otherwise, or upon the satisfaction of such conditions, as the Committee shall determine; provided, however, that the Committee shall have the authority to accelerate the exercisability of all or any portion of any outstanding Option at such time and under such circumstances as it, in its sole discretion, deems appropriate, and provided further, however, that no Option shall be exercisable until at least six months after it is granted and any such exercise period shall not exceed 10 years from the date of grant of such Option. The exercise period shall be

subject to earlier termination as provided in Sections 6(f) and 6(g) hereof. An Option may be exercised, as to any or all full shares of Common Stock as to which the Option has become exercisable, by giving written notice of such exercise to the Secretary of the Company; provided, however, that an Option may not be exercised at any one time as to fewer than 100 shares (or such number of shares as to which the Option is then exercisable if such number of shares is less than 100).

(f) Termination. Upon an Optionee's termination of employment or cessation of service for Cause, all Options held by the Grantee, whether or not then exercisable, shall terminate immediately upon such termination of employment or cessation of service. In the event that the employment or service of an Optionee shall terminate or cease other than by reason of Cause, death, Disability or Retirement (in the case of Eligible Directors only), all Options theretofore granted to such Optionee which are not then exercisable shall immediately terminate and all Options theretofore granted to such Optionee which are then exercisable shall terminate three (3) months after such separation of employment with respect to Options granted to employees and one (1) year after cessation of service with respect to Options granted to Eligible Directors; provided, however, that the Committee may in its discretion extend the period for exercise of Options that were exercisable at the time of separation of employment or cessation of service to a later date, but in any event not beyond the date on which the Option would otherwise expire pursuant to Section 6(e) hereof.

(g) Death, Disability or Retirement of Optionee. If an Optionee shall die while employed by or in service to the Company or a Subsidiary Corporation, or if the Optionee's employment or service shall terminate or cease by reason of Disability or Retirement (in the case of Eligible Directors only), all Options theretofore granted to such Optionee which are not then exercisable shall immediately terminate and all Options theretofore granted to such Optionee which are exercisable on the date of death or separation, may be exercised by the Optionee or by the Optionee's estate or by a person who acquired the right to exercise such Option by bequest or inheritance or otherwise by reason of the death or Disability of the Optionee, at any time within one (1) year after the date of death or termination by reason of Disability or Retirement, or at such later time as the Committee may in its discretion determine, but in any event not beyond the date on which the Option would otherwise expire pursuant to
Section 6(e) hereof.

(h) Nontransferability of Options. Options granted under the Plan shall not be transferable except (i) by will or the laws of descent and distribution, or (ii) other than with respect to Incentive Stock Options, as provided in the Option Agreement. During the lifetime of the Optionee, Options may be exercised only by the Optionee, the guardian or legal representative of the Optionee, or a transferee as permitted under the Option Agreement.

(i) Special Provisions Applicable to Incentive Stock Options. The provisions of this Section 6(i) shall apply to the grant of Incentive Stock Options, notwithstanding any other provision of the Plan to the contrary.

1. Only employees of the Company or any Subsidiary Corporation as described in Section 422(a)(2) of the Code may be granted Incentive Stock Options under the Plan.

2. To the extent the aggregate Fair Market Value (determined at the time such Option is granted) of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by the Optionee during any calendar year (under the Plan and all other incentive stock option plans of the Company and any Subsidiary Corporation) exceeds $100,000, such Option shall be treated as a Nonstatutory Stock Option.

3. In no event shall any employee who, at the time such employee would otherwise be granted an Option, owns (within the meaning of Section 424(d) of the Code) stock of the Company or any Subsidiary Corporation possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Subsidiary Corporation, be eligible to receive an Incentive Stock Option under the Plan; provided, however, that the foregoing restriction shall not apply if at the time of the Option grant date the exercise price per share for the Option is at least 110% of the Fair Market Value on the grant date and the Incentive Stock Option by its terms is not exercisable after the expiration of five (5) years from the Option grant date.

4. Subject to the Plan-wide limit specified in
Section 5(a), the maximum number of shares of Common Stock subject to Incentive Stock Option Awards shall be 250,000. This limitation shall be subject to adjustment as provided in
Section 5(d), but shall not be otherwise subject to adjustment for forfeited, cancelled, exchanged, surrendered, terminated or expired Incentive Stock Options.

5. The Incentive Stock Option shall expire not later than 10 years after the grant date, or such shorter period as may be specified in the Award Agreement. In addition, the Incentive Stock Option shall lapse and cease to be exercisable no later than three months following the termination of Grantee's employment unless (A) the Grantee's termination of employment is a result of death or Disability, in which event the Incentive Stock Option shall lapse and cease to be exercisable no later than one year after the date of death or Disability; or (B) the Grantee dies following the termination of employment and while the Incentive Stock Option is still exercisable, in which event the Incentive Stock Option shall lapse and cease to be exercisable no later than one year after the date of death.

6. The Committee may adopt other terms and conditions which it determines should be imposed for the Incentive Stock Option to qualify under Section 422 of the Code and the regulations promulgated thereunder.

(j) Effect of a Change of Control. Unless specifically provided to the contrary in any Option Agreement, and notwithstanding any provision herein to the contrary, upon a

Change in Control all outstanding Options shall become fully vested and exercisable, and any restrictions applicable to any outstanding Option shall automatically lapse. Any provision of the Plan or any Option Agreement to the contrary notwithstanding, in connection with the consummation of a Change in Control, the Committee may cause any Option granted hereunder to be canceled in consideration of a cash payment or alternative award made to the holder of such Option equal in value to the Fair Market Value of such canceled Option (which shall equal the Fair Market Value of the shares of Common Stock underlying the Option, less any exercise price therefor).

(k) Except as expressly provided in Section 5(d), an Optionee shall have no rights by reason of any corporate transaction or event and any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to the Optionee's Option. The grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or part of its business or assets or to engage in any other corporate transaction or event.

(l) Rights as a Stockholder. An Optionee or a transferee of an Option shall have no rights as a stockholder with respect to any shares covered by the Option until the date of the issuance of a stock certificate for such shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distribution of other rights for which the record date is prior to the date such stock certificate is issued, except as provided in Section 5(d) hereof.

7. TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS AND RESTRICTED UNIT AWARDS.

Each Restricted Stock Award and Restricted Unit Award granted under the Plan shall be evidenced by a written Restricted Award Agreement between the Company and the Grantee, which agreement shall comply with, and be subject to, the following terms and conditions (and with such other terms and conditions not inconsistent with the terms of this Plan as the Committee, in its discretion, shall establish):

(a) Number of Shares and Units. The Committee shall determine the number of Restricted Shares to be awarded to a Grantee pursuant to the Restricted Stock Award and the number of Restricted Units to be awarded to a Grantee pursuant to a Restricted Unit Award.

(b) Nontransferability. Except as set forth in subsections (f) and (g) of this Section 7, a Grantee may not sell, assign, transfer, pledge, hypothecate or otherwise dispose of any Restricted Shares or Restricted Units awarded to said Grantee under this Plan, or any interest therein, except by will or the laws of descent and distribution, until the Restricted Period (as defined below) shall have elapsed. The Committee may also in its discretion impose such other restrictions and conditions on Restricted Shares and

Restricted Units awarded as it deems appropriate. In determining the Restricted Period of an award, the Committee may provide that the restrictions shall lapse with respect to specified percentages of the awarded shares or units upon the satisfaction of such conditions as the Committee may impose. In no event shall the Restricted Period end with respect to a Restricted Stock Award or Restricted Unit Award prior to the satisfaction by the Grantee of any liability arising under Section 8 hereof. Any attempt to dispose of any Restricted Shares in contravention of any such restrictions shall be null and void and without effect. The period during which such restrictions on transfer, and such other restrictions as the Committee may impose, are in effect is referred to as the "Restricted Period."

(c) Certificates Representing Restricted Shares. The Company shall not be required to issue stock certificates representing Restricted Shares awarded to a Grantee until the Restricted Period related to such shares has lapsed. If any stock certificates representing Restricted Shares awarded pursuant to a Restricted Stock Award are issued prior to the lapse of the Restricted Period, such stock certificate shall bear an appropriate legend referring to such restrictions. Such certificates may be retained by the Company during the Restricted Period.

(d) Termination. If the Grantee's continuous employment or service with the Company or any Subsidiaries shall terminate for any reason prior to the expiration of the Restricted Period applicable to any Restricted Shares or Restricted Units granted to such Grantee, or prior to the satisfaction of any other conditions established by the Committee applicable to such Grant, any such Restricted Shares or Restricted Units then remaining subject to restrictions (after taking into account the provisions of subsections (f) and (g) of this Section
7) shall thereupon be forfeited by the Grantee and any such Restricted Shares shall be transferred to, and reacquired by, the Company or its Subsidiary Corporation at no cost to the Company or the Subsidiary Corporation. In such event, the Grantee, or in the event of his/her death, his/her personal representative, shall, with respect to any such shares, forthwith deliver to the Secretary of the Company any stock certificates in the possession of the Grantee or the Grantee's representative representing the Restricted Shares remaining subject to such restrictions, accompanied by such instruments of transfer, if any, as may reasonably be required by the Secretary of the Company.

(e) Rights as a Stockholder. Upon receipt by a Grantee of a Restricted Stock Award, the Grantee shall possess all incidents of ownership of the Restricted Shares (subject to subsection (b) of this Section 7), including, without limitation, the right to receive dividends.

(f) Effect of Certain Changes. The number of Restricted Shares or Restricted Units subject to a Grant shall be appropriately adjusted by the Committee in the event of any change in the shares of Common Stock set forth in Section 5(d). Upon the occurrence of an Change of Control, all restrictions then outstanding with respect to a Restricted Stock Award and Restricted Unit Award shall automatically expire and be of no further force and effect.

(g) Other Provisions. The Committee shall have the authority (and the Restricted Award Agreement may so provide) to cancel all or any portion of any outstanding restrictions and conditions prior to the expiration of the Restricted Period with respect to all or part of a Restricted Stock Award or Restricted Unit Award on such terms and conditions as the Committee may deem appropriate. The Restricted Award Agreements authorized under this Plan shall contain such other provisions not inconsistent with the terms hereof as the Committee shall deem advisable.

8. WITHHOLDING TAXES.

When a Grantee or other person becomes entitled to receive shares of Common Stock pursuant to the exercise of an Option or upon the grant of, or the lapse of restrictions relating to, a Restricted Stock Award, or to receive a cash payment with respect to a Restricted Unit Award upon the lapse of restrictions relating thereto, the Company shall have the right to require the Grantee or such other person to remit to the Company an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. Unless otherwise prohibited by the Committee or by applicable law, satisfaction of the withholding tax obligation may be accomplished by any of the following methods or by a combination of such methods: (a) tendering a cash payment, (b) authorizing the Company to withhold from the shares of Common Stock or cash otherwise payable (i) one or more of such shares having an aggregate Fair Market Value, determined as of the date the withholding tax obligation arises, less than or equal to the amount of the total withholding tax obligation or (ii) cash in an amount less than or equal to the amount of the total withholding tax obligation and (c) delivering to the Company shares of Common Stock (provided that such shares shall have been held for at least one year) having an aggregate Fair Market Value, determined as of the date the withholding tax obligation arises, less than or equal to the amount of the total withholding tax obligation.

9. TERM OF PLAN.

Unless terminated earlier by the Board, the term of this Plan shall be 10 years from the date the Plan was approved by the Board, but Options, Restricted Shares and Restricted Units theretofore granted may extend beyond that date in accordance with their terms.

10. AMENDMENT AND TERMINATION OF THE PLAN.

The Board may, at any time and from time to time, suspend, terminate, modify or amend the Plan. Except as provided in the Plan, no suspension, termination, modification or amendment of the Plan may adversely affect any Grant previously made, unless the written consent of the Grantee is obtained. Furthermore, except as provided in the Plan, no modification or amendment of the Plan shall be made that, without the approval of stockholders, would:

(a) increase the total number of shares reserved for the purpose of the Plan;

(b) reduce the exercise price for Options by repricing or replacing such Grants; or

(c) amend or modify any other provision of the Plan which requires stockholder approval pursuant to the applicable rules and interpretations of The Nasdaq Stock Market, Inc.

The Committee shall not have the authority to cancel any outstanding Option and issue a new Option in its place with a lower exercise price; provided, however, that this sentence shall not prohibit an exchange offer whereby the Company provides certain Grantees with an election to cancel an outstanding Option and receive a grant of a new Option at a future date if such exchange offer only occurs with stockholder approval.

11. EFFECTIVE DATE.

The Plan was adopted on March 25, 2004 by the Board and will become effective on the date on which the Company's stockholders approve the Plan.

12. MISCELLANEOUS.

(a) Effect of Headings. The section and subsection headings contained herein are for convenience only and shall not affect the construction hereof.

(b) Compliance with Legal Requirements. The Plan and the other obligations of the Company under the Plan and any agreement shall be subject to all applicable federal and state laws, rules and regulations, and to such approvals by any regulatory or governmental agency as may be required. The Company, in its discretion, may postpone the issuance or delivery of Common Stock under any Grant as the Company may consider appropriate, and may require any Grantee to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Common Stock in compliance with applicable laws, rules and regulations.

(c) No Right to Continued Employment. Nothing in the Plan or in any agreement entered into pursuant hereto shall confer upon any Grantee the right to continue in the employ or service of the Company or any Subsidiaries, to be entitled to any remuneration or benefits not set forth in the Plan or such agreement or to interfere with or limit in any way the right of the Company or Subsidiary Corporation to terminate such Grantee's employment.

(d) Grantee Rights. No Grantee shall have any claim to be made any Grant under the Plan, and there is no obligation for uniformity of treatment for Grantees. Except as provided specifically herein, a Grantee or a transferee of a Grant shall have no rights as a stockholder with respect to any shares covered by any Grant until the date of the issuance of a stock certificate for such shares.

(e) Beneficiary. A Grantee may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Grantee, the executor or administrator of the Grantee's estate shall be deemed to be the Grantee's beneficiary.

13. GOVERNING LAW.

The Plan shall be construed and administered in accordance with the laws of the State of Maryland without regard to its principles of conflicts of law.

EXHIBIT 10.2
OLD LINE BANCSHARES, INC.

STOCK OPTION AGREEMENT

This Stock Option Agreement is entered into as of the ___ day of ____________, 200__ by and between Old Line Bancshares, Inc. (the "Company"), a Maryland corporation, and _______________ ("Grantee").

ARTICLE 1
DEFINITIONS

Definitions. As used in this Agreement, in addition to the terms defined elsewhere herein, the following terms have the following meanings when used herein with initial capital letters:

(a) "Agreement" shall mean this Stock Option Agreement and shall include the applicable provisions of any Plan which are hereby incorporated into and made a part of the Agreement.

(b) "Grant Date" shall mean the date on which the Compensation Committee of the Board of Directors formally acts to grant an Option to Grantee.

(d) "Incentive Stock Option" shall mean an Option that is intended to be an "incentive stock option" within the meaning of Section 422. of the Code.

(e) "Option Price" shall mean the price per share of Common Stock at which the Option may be exercised.

(f) "Plan" or "2004 Plan" shall mean the Old Line Bancshares, Inc. 2004 Equity Incentive Plan (the "2004 Plan"), a copy of which is attached hereto as Exhibit C.

In addition, other capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Plan.

ARTICLE 2
GRANT OF OPTION

Section 2.1 Grant of Options. The Company, pursuant to the 2004 Plan, hereby grants to Grantee, as of the date hereof, the Option to purchase ______ shares of Common Stock. The Option Price per share shall be $___________, which is equal to the Fair Market Value of a share of Common Stock on the Grant Date.

Section 2.2 Type of Option. The Option granted pursuant to Section 2.1 is intended to be an Incentive Stock Option.

Section 2.3 Term of Option. The Option granted pursuant to Sections 2.1 shall expire on the tenth anniversary of its grant date, unless the Option terminates earlier pursuant to other provisions of this Agreement or the Plan.

Section 2.4 Vesting. Subject to the terms of the Plan with respect to vesting, the Option granted pursuant to Section 2.1 shall vest and become exercisable in accordance with the vesting schedule set forth on Exhibit A, attached hereto and incorporated by reference herein. The extent to which the Option is vested and exercisable as of a particular vesting date shall be rounded down to the nearest whole share. However, vesting is rounded up to the nearest whole share on the last vesting date. Notwithstanding the foregoing, in no event may a vested Option be exercised until at least six months after the Grant Date.

ARTICLE 3
EXERCISE OF OPTION

Section 3.1 Manner of Exercise. The Option may be exercised, in whole or in part, by delivering written notice to the Secretary of the Company in such form as the Board of Directors may require from time to time. Such notice shall specify the number of shares of Common Stock subject to the Option as to which the Option is being exercised, and shall be accompanied by full payment of the Option Price of the shares of Common Stock as to which the Option is being exercised. In addition, if the shares subject to the Plan are not registered under the Securities Act of 1933, as amended, or are not otherwise exempt from such registration, such notice shall be accompanied by a written statement that the shares are purchased for investment and not with a view to distribution and acknowledgment of restrictions on the transferability of the shares. Payment of the Option Price shall be made as provided in the Plan. Notwithstanding the foregoing, the Option may not be exercised at any one time as to fewer than 100 shares (or such number of shares as to which the Option is then exercisable if such number of shares is less than 100). A form of notice is attached hereto as Exhibit B.

Section 3.2 Issuance of Shares and Payment of Option Price Upon Exercise. Upon exercise of the Option, in whole or in part, in accordance with the terms of this Agreement and upon payment of the Option Price for the shares of Common Stock as to which the Option is exercised, the Company shall issue to Grantee the number of shares of Common Stock paid for, in the form of fully paid and non-assessable Common Stock.

ARTICLE 4
TERMINATION OF OPTION

Unless the Option has earlier terminated pursuant to the provisions of this Agreement, the Option granted to Grantee hereunder shall terminate as provided in the Plan.

ARTICLE 5
MISCELLANEOUS

Section 5.1 Non-Guarantee of Employment. Nothing in the Plan or in this Agreement shall confer upon any Grantee the right to continue in the employ or service of the Company or any Subsidiaries, to be entitled to any remuneration or benefits not set forth in the Plan or this

Agreement or to interfere with or limit in any way the right of the Company or any Subsidiary to terminate such Grantee's employment.

Section 5.2 No Rights of Stockholder. Grantee shall not have any of the rights of a stockholder with respect to the shares of Common Stock that may be issued upon the exercise of the Option until the issuance of a stock certificate(s) for such shares upon the due exercise of the Option.

Section 5.3 Agreement Subject to Charter and By-Laws. This Agreement is subject to the Charter and By-Laws of the Company, and any applicable federal or state laws, rules or regulations.

Section 5.4 Gender. As used herein the masculine shall include the feminine as the circumstances may require.

Section 5.5 Headings. The headings in the Agreement are for reference purposes only and shall not affect the meaning or interpretation of the Agreement.

Section 5.6 Notices. All notices and other communications made or given pursuant to the Agreement shall be in writing and shall be sufficiently made or given if hand delivered or mailed by certified mail, addressed to Grantee at the address contained in the records of the Company or an affiliate, and to the Company for the attention of its Secretary at its principal office.

Section 5.8 Notice of Disqualifying Disposition. If Grantee makes a disposition (as that term is defined in Section 424(c) of the Code) of any shares of Common Stock acquired pursuant to the exercise of an Incentive Stock Option within two (2) years of the Grant Date or within one (1) year after the shares of Common Stock are transferred to Grantee, Grantee shall notify the Board of Directors of such disposition in writing.

ARTICLE 6
SCOPE OF AGREEMENT

Section 6.1 Entire Agreement; Modification. The Agreement, along with the Plan, contains the entire agreement between the parties with respect to the subject matter contained herein and supersedes all prior agreements or understandings between the parties with respect to the Option described in this Agreement. This Agreement may not be modified or amended except as provided in the Plan or in a written document signed by each of the parties hereto.

Section 6.2 Conformity with Plan. This Agreement is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan, which is incorporated herein by reference. In the event of any inconsistencies between this Agreement and the Plan, the Plan shall control.

Section 6.3 Counterparts. The Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

Section 6.4 Acknowledgment. BEFORE SIGNING HEREUNDER, THE GRANTEE
SHOULD READ AND THOROUGHLY REVIEW THE PLAN ATTACHED HERETO AS EXHIBIT C. BY SIGNING HEREUNDER, THE GRANTEE ACKNOWLEDGES RECEIPT OF THE PLAN AND REPRESENTS THAT GRANTEE HAS READ AND THOROUGHLY REVIEWED THE PLAN.

IN WITNESS WHEREOF, the parties have executed the Agreement as of the date first above written.

ATTEST:                    OLD LINE BANCSHARES, INC.


                               By:
---------------------------        -----------------------------


WITNESS:                       GRANTEE


---------------------------        -----------------------------

EXHIBIT A

VESTING SCHEDULE

EXHIBIT B

Old Line Bancshares, Inc.
2995 Crain Highway
P.O. Box 1890
Waldorf, Maryland 20604
Attn: Secretary

Dear Secretary:

I hereby exercise the Option granted to me on , by Old Line Bancshares, Inc. (the "Company"), subject to all the terms and provisions of that certain Stock Option Agreement between me and the Company and the Old Line Bancshares, Inc. 2004 Equity Incentive Plan (the "Plan"), and notify you of my desire to purchase shares of Common Stock of the Company at a price of $ ___________ per share pursuant to the exercise of said Option.

Total Amount Enclosed: $

Date:                                                                 (Optionee)
     -----------------                 -------------------------------

                              Received by Old Line Bancshares, Inc. on         .
                                                                       ---------

                                       By:      _____________________________

EXHIBIT C

COPY OF PLAN

EXHIBIT 10.3
FIRST AMENDMENT TO
EXECUTIVE EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this "First Amendment") is made as of this 31st day of December, 2004, by and between OLD LINE BANK, a Maryland-chartered commercial bank (the "Bank" or "Employer") and JAMES W. CORNELSEN (the "Employee"). This First Amendment amends in certain respects that certain Executive Employment Agreement dated March 31, 2003, between the Bank and Employee (the "Original Agreement").

1. Capitalized Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Original Agreement.

2. Amendments. The Original Agreement is hereby amended as follows:

a. Section 1.4 of the Original Agreement is hereby amended by deleting said section in its entirety and replacing it with the following:

"1.4 "Board" means the board of directors of the Bank or, to the extent applicable, the Board of directors of the parent of the Bank or, to the extent delegated by the Board, a committee of the Board of Directors of the Bank or a committee of the Board of Directors of the parent of the Bank."

b. The following two sentences are hereby added to the end of
Section 3.1 of the Original Agreement:

"As of December 18, 2003, the Board extended the Term for one additional year such that, as of such date, the Term was to expire as of March 30, 2009. As of December 16, 2004, the Board extended the Term for one additional year such that, as of such date, the Term was to expire as of March 30, 2010."

c. Section 4.1(a) of the Original Agreement is hereby amended by deleting said section in its entirety and replacing said it with the following:

"(a) Base Salary. During the Term, the Employee will receive a base salary at the rate of $190,000 per annum, payable in substantially equal installments in accordance with the Bank's regular payroll practices ("Base Salary"). The Employee's Base Salary will be reviewed by the Board annually, and the Employee will be entitled to receive annually an increase in such amount, if any, as may be determined by the Board."

d. Section 4.1(b)(i) and 4.1(b)(ii) of the Original Agreement is hereby amended by deleting said provisions in their entirety and replacing them with the following:

"(i) In addition to Employee's Base Salary under
Section 4.1(a), within ninety (90) days following the end of each fiscal year of the Employer's operations or earlier (e.g., in December of each year) as may be determined by the

Board, the Employer may pay the Employee a bonus as determined each year by the Board.

"(ii) Provided that sufficient options are available for grant under a stockholder approved stock option or equity incentive plan, on the 31st of December of each year, the Bank or the Company shall grant options to Employee to purchase not less than 3,750 shares of stock in the Bank or the Company or such greater amount as may be determined by the Board of Directors or an appropriate committee of the Board of Directors of the Bank or the Company. The exercise price for the options shall be no less than the fair market value of the Bank's or the Company's common stock on the date the options are granted, the options must be exercised within ten (10) years of the date of grant and the options shall be subject to such vesting terms as the Board of Directors or an appropriate committee of the Board of Directors of the Bank or the Company determines from time to time. Notwithstanding anything to the contrary contained in this Section 4.1(b)(ii), the options to be granted pursuant to this Section 4.1(b)(ii) will only be evidenced by, and will be subject to the terms and conditions of, a stock option agreement to be entered into between the Bank and Employee or the Company and Employee."

All of the provisions of the Original Agreement are incorporated herein by reference and shall remain and continue in full force and effect as amended by this First Amendment.

3. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be considered an original for all purposes but all of which shall together constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have duly executed this First Amendment, under seal, as of the day and year first hereinabove written.

WITNESS/ATTEST: OLD LINE BANK.

/s/Christine M. Rush              By:      /s/ Charles A. Bongar, Jr.  (SEAL)
----------------------------         ----------------------------------
                                  Name: Charles A. Bongar, Jr.
                                  Title: Chairman of Compensation Committee

WITNESS:

/s/Christine M. Rush                       /s/ James W. Cornelsen     (SEAL)
----------------------------      ------------------------------------
                                  JAMES W. CORNELSEN

EXHIBIT 10.4
FIRST AMENDMENT TO
EXECUTIVE EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this "First Amendment") is made as of this 31st day of December, 2004, by and between OLD LINE BANK, a Maryland-chartered commercial bank (the "Bank" or "Employer") and JOSEPH BURNETT (the "Employee"). This First Amendment amends in certain respects that certain Executive Employment Agreement dated March 31, 2003, between the Bank and Employee (the "Original Agreement").

1. Capitalized Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Original Agreement.

2. Amendments. The Original Agreement is hereby amended by deleting Section 3(A) in its entirety and replacing said section with the following:

"The Employee's salary under this Agreement shall be $127,000 per annum, payable on a bi-weekly basis. Employee may also receive a discretionary bonus at the end of each calendar year. In addition, provided that sufficient options are available for grant under a stockholder approved stock option or equity incentive plan, on the 31st of December of each year, the Bank or such entity (the "Company") that may then control the Bank, shall grant options to Employee to purchase not less than 2,250 shares of stock in the Bank or the Company or such greater amount as may be determined by the Board of Directors or an appropriate committee of the Board of Directors of the Bank or the Company. The exercise price for the options shall be no less than the fair market value of the Bank's or the Company's common stock on the date the options are granted, the options must be exercised within ten
(10) years of the date of grant and the options shall be subject to such vesting terms as the Board of Directors or an appropriate committee of the Board of Directors of the Bank or the Company determines from time to time. Notwithstanding anything to the contrary contained in this Section 3(A), the options to be granted pursuant to this Section 3(A) will only be evidenced by, and will be subject to the terms and conditions of, a stock option agreement to be entered into between the Bank and Employee or the Company and Employee."

All of the provisions of the Original Agreement are incorporated herein by reference and shall remain and continue in full force and effect as amended by this First Amendment.

IN WITNESS WHEREOF, the parties hereto have duly executed this First Amendment, under seal, as of the day and year first hereinabove written.

WITNESS/ATTEST:                     OLD LINE BANK.


/s/ Christine M. Rush            By: /s/ Charles A. Bongar, Jr.
---------------------------         -----------------------------------------
(SEAL)                           Name: Charles A. Bongar, Jr.
                                 Title: Chairman of Compensation Committee

WITNESS:

/s/ Christine M. Rush            /s/ Joseph Burnett          (SEAL)
---------------------------      --------------------------------------------
                                 JOSEPH BURNETT

EXHIBIT 10.5
FIRST AMENDMENT TO
EXECUTIVE EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this "First Amendment") is made as of this 31st day of December, 2004, by and between OLD LINE BANK, a Maryland-chartered commercial bank (the "Bank" or "Employer") and CHRISTINE RUSH (the "Employee"). This First Amendment amends in certain respects that certain Executive Employment Agreement dated March 31, 2003, between the Bank and Employee (the "Original Agreement").

1. Capitalized Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Original Agreement.

2. Amendments. The Original Agreement is hereby amended by deleting Section 3(A) in its entirety and replacing said section with the following:

"The Employee's salary under this Agreement shall be $121,000 per annum, payable on a bi-weekly basis. Employee may also receive a discretionary bonus at the end of each calendar year. In addition, provided that sufficient options are available for grant under a stockholder approved stock option or equity incentive plan, on the 31st of December of each year, the Bank or such entity (the "Company") that may then control the Bank, shall grant options to Employee to purchase not less than 2,250 shares of stock in the Bank or the Company or such greater amount as may be determined by the Board of Directors or an appropriate committee of the Board of Directors of the Bank or the Company. The exercise price for the options shall be no less than the fair market value of the Bank's or the Company's common stock on the date the options are granted, the options must be exercised within ten
(10) years of the date of grant and the options shall be subject to such vesting terms as the Board of Directors or an appropriate committee of the Board of Directors of the Bank or the Company determines from time to time. Notwithstanding anything to the contrary contained in this Section 3(A), the options to be granted pursuant to this Section 3(A) will only be evidenced by, and will be subject to the terms and conditions of, a stock option agreement to be entered into between the Bank and Employee or the Company and Employee."

All of the provisions of the Original Agreement are incorporated herein by reference and shall remain and continue in full force and effect as amended by this First Amendment.

IN WITNESS WHEREOF, the parties hereto have duly executed this First Amendment, under seal, as of the day and year first hereinabove written.

WITNESS/ATTEST:                     OLD LINE BANK


/s/ James W. Cornelsen              By: /s/ Charles A. Bongar, Jr.  (SEAL)
---------------------------            ---------------------------------
                                       Name: Charles A. Bongar, Jr.
                                       Title: Chairman of Compensation Committee

WITNESS:

/s/ James W. Cornelsen                  /s/ Christine Rush          (SEAL)
---------------------------            -----------------------------------
                                       CHRISTINE RUSH

EXHIBIT 10.6

Old Line Bancshares, Inc.
Old Line Bank
Board of Directors Compensation

Director compensation for Old Line Bancshares, Inc. and Old Line Bank is established by their respective Boards of Directors or the Compensation Committees of their respective Boards of Directors and is periodically reviewed and amended.

Cash Compensation

Effective January 1, 2005, the Old Line Bank has established a new policy for director cash compensation.

For 2005, each non-employee director of Old Line Bank, other than the Chairman of the Board and the Vice Chairman of the Board, will receive $400 for each attended meeting of the Board of Directors, and $200 for each attended meeting of the Asset & Liability Committee, the Loan/Loan Review Committee, the Real Estate Committee and the Nominating Committee, and $300 for each attended meeting of the Audit Committee and the Compensation Committee. Each non-employee director of Old Line Bank, other than the Chairman of the Board and the Vice Chairman of the Board, also will receive a $250 quarterly retainer. The Chairman of the Board will receive annual compensation of $30,000 and the Vice Chairman will receive annual compensation of $15,000. Old Line Bank reserves the right to change these amounts.

Old Line Bancshares, Inc. has not paid cash remuneration, direct or otherwise, to its directors since its incorporation. It is expected that unless and until Old Line Bancshares, Inc. becomes actively involved in additional businesses other than owning all the capital stock of Old Line Bank, no separate cash compensation will be paid to the directors of Old Line Bancshares, Inc. in addition to that paid to them by Old Line Bank in their capacities as directors of Old Line Bank. Old Line Bancshares, Inc. reserves the right to change this policy.

Equity Compensation

In addition to cash compensation, since 1997, Old Line Bancshares, Inc. or Old Line Bank (prior to Old Line Bank's reorganization into the holding company structure) has granted options in December of each year to its non-employee directors. Historically, each non-employee director was granted an option to purchase 750 shares. For 2004, Old Line Bancshares, Inc. increased the 750 amount to 1,000, and intends to grant options to purchase 1,000 shares of its common stock to its non-employee directors in December 2005. It is anticipated that the options will be granted at fair market value, will be exercisable immediately, and will expire on the tenth anniversary of the grant date. It is also anticipated that the options will terminate (if not exercised) on the first anniversary of the termination of the director's service on the Board of Directors. Old Line Bancshares, Inc. reserves the right to change this policy.