0000950159-09-000939 Sample Contracts

Bay National Corporation 2007 Stock Incentive Plan Stock Option Grant Agreement
Stock Option Grant Agreement • March 31st, 2009 • Bay National Corp • National commercial banks • Maryland

This Stock Option Grant Agreement (the “Agreement”) is entered into on [INSERT DATE], by and between Bay National Corporation, a Maryland corporation (the “Corporation”), and [INSERT OPTIONEE NAME] (the “Optionee”), effective as of [INSERT GRANT DATE] (the “Grant Date”).

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Terms of Employment Arrangement between Bay National Bank and Richard J. Oppitz
Bay National Corp • March 31st, 2009 • National commercial banks

Mr. Oppitz was employed on an at-will basis at a rate of pay of $157,500 as of September 5, 2008 until his termination effective January 7, 2009. While employed, Mr. Oppitz was also eligible for incentive bonuses at the discretion of the Compensation Committee of the Board of Directors, and was entitled to all benefits available to full time employees of Bay National Bank.

Terms of Employment Arrangement between Bay National Bank and Mark A. Semanie
Bay National Corp • March 31st, 2009 • National commercial banks

Mr. Semanie was employed on an at-will basis at a rate of pay of $180,000 as of September 5, 2008 until his resignation effective December 31, 2008. While employed, Mr. Semanie was also eligible for incentive bonuses at the discretion of the Compensation Committee of the Board of Directors, and was entitled to all benefits available to full time employees of Bay National Bank.

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