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
XXXXX X. XXXXXXXXX (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/Xxxxxxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxxxx, Xx. (SEAL)
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Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Chairman of Compensation Committee
WITNESS:
/s/Xxxxxxxxx X. Xxxx /s/ Xxxxx X. Xxxxxxxxx (SEAL)
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XXXXX X. XXXXXXXXX
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