EXHIBIT 10.3
OLD LINE BANCSHARES, INC.
STOCK OPTION AGREEMENT
This Stock Option Agreement is entered into as of the ___ day of _____,
_______ 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) "Common Stock" shall mean Shares of common stock of the Company,
par value $0.01 per share, or any security into which such common stock may be
changed by reason of any transaction or event of the type referred to in Section
6 of the Plan.
(c) "Exercise Date" shall mean the date on which the Company receives
the written notice required under Section 3.2 of this Agreement that Grantee has
exercised the Option.
(d) "Option" shall mean an option to acquire Common Stock that is
granted pursuant to, as contemplated by or is evidenced by this Agreement.
(e) "Option Price" shall mean the price per share of Common Stock at
which the Option may be exercised.
(f) "Plan" shall means the Old Line Bancshares, Inc. 1990 Incentive
Stock Option Plan (the "1990 Plan") and/or the 2001 Old Line Bancshares, Inc.
Incentive Stock Option Plan, as amended (the "2001 Plan"), copies of which are
attached hereto as Exhibit B.
ARTICLE 2
GRANT OF OPTION
Section 2.1 Grant of Nonqualified Stock Options.
(a) The Company, pursuant to the 1990 Plan, has granted the Grantee the
following Options: Grant Date Number of OptionsExercise Price First Exercisable
(b) The Company, pursuant to the 2001 Plan, has granted the Grantee the
following Options:
Grant Date Number of Options Exercise Price First Exercisable
(c) In addition, the Company hereby grants to Grantee, as of December
31 of each year, beginning December 31, _______, assuming Grantee is a director
of the Company on such date and assuming options are available for issuance
under the 1990 Plan on such date, Options to purchase ______ shares of Common
Stock. The Option Price shall be set forth on Exhibit C, and a copy of Exhibit
C, as updated, shall be sent to the Grantee no less than annually.
Notwithstanding the foregoing, prior to any December 31, the Board of Directors
of the Company may amend or remove this Section 2.1(c) in its sole discretion
and the Grantee shall have no rights with respect to this Section 2.1(c) with
respect to any Options which have not then been granted.
Section 2.2 Term of Option. The Option granted pursuant to Sections 2.1
shall expire on the tenth anniversary of their grant date, unless such Option
terminates earlier pursuant to other provisions of this Agreement.
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 Board of Directors 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, for so long as the shares subject to the Plan are not
registered under the Securities Act of 1933, as amended, or 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. The Option may be
exercised only in multiples of whole shares and no partial shares shall be
issued. A form of notice is attached hereto as Exhibit A.
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.
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ARTICLE 4
TERMINATION OF OPTION
All Options shall terminate on the first anniversary of the effective
date of termination of the Grantee's service on the Board of Directors.
In the event of the death of the Grantee while a director of the
Company or the Bank or if the Grantee shall die within three (3) months after
ceasing to be a director of the Company or the Bank, all Options granted to him
as contemplated by this Agreement and not theretofore exercised by him or
expired shall be exercisable by the estate of the Grantee or by any person who
acquired such option by bequest or inheritance from the Grantee, at any time
within one (1) year after the death of the Grantee. References hereinabove to
the Grantee shall be deemed to include any person entitled to exercise the
option after the death of the Grantee under the terms of this section.
ARTICLE 5
MISCELLANEOUS
Section 5.1 Non-Guarantee of Employment. Nothing in the Plan or this
Agreement shall be construed as a contract of employment between the Company or
the Bank or any affiliate and Grantee, or as a contractual right of Grantee to
continue in the employ or as a director of the Company or the Bank or any
affiliate, or as a limitation of the right of the Company or Bank or an
affiliate to remove Grantee at any time.
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 such shares of Common Stock have
been issued to him or her 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.
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Section 5.7 Tax Withholding. The Company shall have the right to deduct
from all Options granted any federal, state, local or employment taxes which it
deems are required by law to be withheld with respect to such grants. In
addition, the Company shall have the right to require a Grantee, upon grant or
exercise of an option, to pay to the Company the minimum amount of any federal
or state taxes, including payroll taxes, if any, that the Company is required to
withhold.
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 Options 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 B. BY
SIGNING HEREUNDER, THE GRANTEE ACKNOWLEDGES RECEIPT OF THE PLAN AND REPRESENTS
THAT GRANTEE HAS READ AND THOROUGHLY REVIEWED THE PLAN.
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IN WITNESS WHEREOF, the parties have executed the Agreement as of the
date first above written.
ATTEST: OLD LINE BANCSHARES, INC.
By:
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WITNESS: GRANTEE
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EXHIBIT A
Old Line Bancshares, Inc.
0000 Xxxxx Xxxxxxx
X.X. Xxx 0000 Xxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
I hereby exercise the Option granted to me on , by Old Line Bank
subject to all the terms and provisions thereof and of the Old Line Bancshares,
Inc. ____ Incentive Stock Option Plan, as amended (the "Plan"), and notify you
of my desire to purchase shares of Common Stock of Old Line Bancshares, Inc. at
a price of $ ___________ per share pursuant to the exercise of said Option.
Total Amount Enclosed: $
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Date: (Optionee)
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Print Name
Received by Old Line Bancshares,
Inc. on
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By:
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Print Name
EXHIBIT B
COPY OF PLAN
EXHIBIT C
Date of Grant Option Price No. of Options
