OLD LINE BANCSHARES, INC. RESTRICTED STOCK AGREEMENT
OLD
LINE BANCSHARES, INC.
2004
EQUITY INCENTIVE PLAN
PARTICPANT:
[Insert Name]
AWARD
NO. [Insert Award No.]
DATE OF GRANT:
[Insert Date]
NUMBER OF SHARES:
[Insert Number of Shares]
THIS
RESTRICTED STOCK AGREEMENT (this “Agreement”) is made
effective as of the Date of Grant by and between Old Line Bancshares, Inc., a
Maryland corporation (the “Corporation”), and
the above-listed participant (“Participant”).
1. Certain
Definitions. In this Agreement, terms with initial capitals
shall have the meanings provided in the Plan, except as follows or as otherwise
provided in this Agreement:
(a)
“Awarded
Shares” means the shares of Common Stock awarded to the Participant
pursuant to Section 2 hereof.
(b) “Date of Grant” means
the date set forth as the “Date of Grant” on page 1 of this
Agreement.
(c)
“Plan” means
the Old Line Bancshares, Inc. 2004 Equity Incentive Plan.
(d)
“Restricted
Period” shall mean, with respect to any Awarded Share, the period
commencing on the Date of Grant of such Awarded Share and ending on the date
upon which such Awarded Share vests.
2. Grant of
Stock. Participant shall be granted on the Date of Grant the
Awarded Shares, which shall (i) vest as provided below, (ii) be
subject to the restrictions provided below, and (iii) otherwise be subject
to all the terms of this Agreement and the Plan. The Awarded Shares
shall be subject to dilution upon future Share issuances or other dilutive
events. Until such time, if any, as the Awarded Shares Revert (as
defined in Section 5) or are transferred by Participant as permitted under
this Agreement, and except as otherwise provided in the Plan or this Agreement,
Participant shall have all the rights of a stockholder of the Corporation
(including the right to vote and to receive dividends) with respect to the
Awarded Shares, including the Awarded
Shares
held in escrow. All such rights and privileges shall cease in the
event that the Awarded Shares Revert.
3. Subject to
Plan. The Awarded Shares are in all instances subject to the
terms and conditions of the Plan, the provisions of which are incorporated
herein by this reference. In the event of any direct conflict between
this Agreement and the Plan, the provisions of the Plan shall
control. Participant acknowledges receipt of a copy of the Plan and
hereby accepts the Awarded Shares subject to all of its terms and
conditions.
4. Vesting Schedule With
Respect to Awarded Shares. Except as otherwise provided in
this Agreement, the Awarded Shares shall vest in accordance with the schedule
attached hereto as Exhibit A, based on Participant’s continued service with the
Corporation and/or any Affiliate (“Continued Service”).
5. Reversion and Cancellation
of Unvested Awarded Shares; Restrictions During Restricted
Period.
(a) In
the event of termination of Participant’s Continued Service for any reason, any
portion of the Awarded Shares that is not vested on the date Participant ceases
to provide Continued Service shall, automatically and without need of any
further action by any person or entity, (i) cease to be owned by
Participant, (ii) revert to the Corporation, (iii) be cancelled, and
(iv) return to the status of authorized but unissued stock of Corporation
(collectively, “Revert”) immediately
upon such date. Neither Participant nor any successor, heir, assign
or personal representative of Participant shall thereafter have any further
rights or interest in such Reverted Awarded Shares.
(b) During
the Restricted Period, the certificates representing the Awarded Shares shall be
held in escrow by the Secretary of the Corporation, and shall bear the following
legend (in addition to any other required legends):
THIS
CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS
AND CONDITIONS (INCLUDING THE RISKS OF FORFEITURE AND RESTRICTIONS AGAINST
TRANSFER) CONTAINED IN THE OLD LINE BANCSHARES, INC. 2004 EQUITY INCENTIVE PLAN,
AND AN AGREEMENT ENTERED INTO
BETWEEN
THE REGISTERED OWNER AND OLD LINE BANCHSARES, INC. RELEASE FROM SUCH TERMS AND
CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SUCH PLAN AND
AGREEMENT, A COPY OF EACH OF WHICH IS ON FILE IN THE OFFICE OF THE SECRETARY OF
OLD LINE BANCSHARS, INC.
(c) In
the event the Restricted Period shall terminate with respect to particular
Awarded Shares and such Awarded Shares shall not theretofore have Reverted, the
Corporation shall within 2 ½ months from the end of the calendar year in which
such Restricted Period terminates reissue the certificate representing such
Awarded Shares without the above legend and shall deliver such certificate to
Participant or his legal representative.
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(d) Awarded
Shares, the right to vote Awarded Shares and the right to receive dividends
thereon may not be sold, assigned, transferred, exchanged, pledged, hypothecated
or otherwise encumbered during the Restricted Period with respect to such
Awarded Shares.
6. No Restriction On
Corporation. This Agreement shall not in any way affect the
right of the Corporation to make changes in its capital or business structure or
to merge, consolidate, dissolve, liquidate or sell or transfer all or any part
of its business or assets.
7. Stock Distributions; Capital
Adjustments.
(a) If
the Corporation makes any distribution of stock with respect to the Awarded
Shares by way of a stock dividend or stock split, or pursuant to any
recapitalization, reorganization, merger, consolidation, merger or otherwise,
and Participant receives any additional shares of stock in the Corporation (or
other shares of stock in another corporation) as a result thereof, such
additional (or other) shares shall be deemed Awarded Shares hereunder and shall
be subject to the same restrictions and obligations imposed by this
Agreement.
(b) In
the event of any recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, splitup, spinoff, combination, repurchase
or share exchange, or other similar corporate transaction or event that affects
the Awarded Shares such that an adjustment is appropriate in order to prevent
dilution or enlargement of the rights of Participant, then the Board shall make
equitable changes or adjustments as are necessary or appropriate to prevent the
dilution or enlargement of Participant’s rights relating to the number and kind
of Awarded Shares that may thereafter by issued in connection with the Awarded
Shares.
8. Liability of
Corporation.
(a) The
grant of the Awarded Shares shall be subject to compliance by the Corporation
and Participant with all applicable requirements of law relating thereto,
including, without limitation, state and federal securities laws. The
Corporation shall not be obligated to
register, qualify or make any exemption from registration qualification
available with respect to any Awarded Shares under any such laws.
(b) The
Corporation makes no representation regarding the tax treatment of the Awarded
Shares, and Participant should consult his or her tax advisor regarding the tax
consequences to Participant of any transaction involving the Awarded Shares.
Participant has been advised of the possibility of making an election under Code
Section 83(b). If Participant makes an election under Code
Section 83(b) with respect to Awarded Shares, Participant shall provide notice
to the Corporation within 30 days thereof.
9. No Employment
Contract. Neither the grant or issuance of Awarded Shares
pursuant to this Agreement nor any term or provision of this Agreement shall
constitute or be evidence of any understanding, express or implied, on the part
of the Company or any Affiliate to employ the Participant for any
period.
10. Governing
Law. This Agreement and the rights and obligations of the
parties hereunder shall be governed by and construed in accordance with the laws
of the State of Maryland without giving effect to the principles of conflicts of
laws. Any action or proceeding
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brought
by any party hereto shall be brought only in a state or federal court of
competent jurisdiction located in Maryland and all parties hereto hereby submit
to the in personam jurisdiction of such court for purposes of any such action or
proceeding and irrevocably agree that such court presents a convenient forum for
the resolution of such dispute.
11. Severability of
Provisions. In the event that any provision hereof is found
invalid or unenforceable pursuant to judicial decree or decision, the remainder
of this Agreement shall remain valid and enforceable according to its
terms.
12. Notices. All
notices or other communications pursuant to this Agreement shall be in writing
and shall be deemed duly given if personally delivered or if mailed by certified
mail, return receipt requested, prepaid and addressed to the address of the
party as set forth in this Agreement or such other address as such party shall
have furnished to the other party in writing.
13. Entire
Agreement. This Agreement and the Plan embody the entire
agreement and understanding of the parties hereto in respect of the subject
matter contained herein and supersede all prior written or oral communications
or agreements all of which are merged herein. There are no restrictions,
promises, warranties, covenants or undertakings, other than those expressly set
forth or referred to herein.
14. No
Waiver. No waiver of any provision of this Agreement or any
rights or obligations of any party hereunder shall be effective, except pursuant
to a written instrument signed by the party or parties waiving compliance, and
any such waiver shall be effective only in the specific instance and for the
specific purpose stated in such writing.
15. Survival. All
warranties, covenants and agreements of the parties made in this Agreement shall
survive the issuance and purchase of the Awarded Shares and the delivery to
Participant of the certificate or certificates evidencing the Awarded
Shares.
16. Amendment and
Modification. This Agreement may be amended, modified and
supplemented only by written agreement of all of the parties
hereto.
17. Assignment. This
Agreement and all of the provisions hereof shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and permitted
assigns, but except to the extent (if any) expressly provided in this Agreement
neither this Agreement nor any of the rights, interests or obligations hereunder
may be assigned by Participant without the prior written consent of the
Corporation. The Corporation shall assign this Agreement and all of
its rights hereunder in connection with any reorganization, merger,
consolidation, sale or transfer of substantially all of the Corporation’s assets
or sale or transfer of a controlling interest in the Corporation’s outstanding
equity securities.
18. Withholding. Participant
shall provide the Corporation with the means to satisfy all federal,
state or local income tax withholding and payroll tax requirements with respect
to all Awarded Shares (“Tax Liabilities”) at
the time such Tax Liabilities are imposed on the Corporation, which may include
the surrender of Awarded Shares to the Corporation.
[Signatures
appear on the following page.]
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IN
WITNESS WHEREOF, the Corporation has caused this Agreement to be executed on its
behalf by its duly authorized officer and Participant has also executed this
Agreement all as of the day and year indicated above.
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OLD
LINE BANCSHARES, INC.
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By:
_________________________
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Print
Name: ___________________
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Title:
_________________________
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PARTICIPANT
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