Exhibit 4.3
GLEN BURNIE BANCORP
STOCKHOLDER PURCHASE PLAN
1. PURPOSES:
The purposes of this Plan are:
(a) To encourage eligible stockholders to acquire
additional shares of common stock in the Corporation.
(b) To furnish existing stockholders with incentive to
increase their investment in the Corporation.
(c) To provide additional capital for the growth and
stability of the Corporation.
2. DEFINITIONS:
The following words or terms used herein have the following
meaning:
(a) The word "Corporation" means Glen Burnie Bancorp, a
Maryland chartered bank holding company.
(b) The "Plan" shall mean this Glen Burnie Bancorp
Stockholder Purchase Plan.
(c) "Board" shall mean the Board of Directors of Glen
Burnie Bancorp.
(d) "Shares," "Stock" or "Common Stock" shall mean shares
of $1.00 par value common stock of Glen Burnie
Bancorp.
(e) The "Committee' shall mean the committee appointed by
the Board to administer the Plan.
(f) "Option" shall mean the right of a Stockholder to
purchase Common Stock under the Plan.
(g) "Date of Grant" shall mean, in respect of any Option,
the date on which the Board grants the Option under
the Plan.
(h) "Date of Exercise" shall mean the date upon which the
Stockholder completes the payment requirement of the
Option and is entitled to delivery of the Shares so
purchased, which date shall in no event be later than
three (3) months after the Date of Grant.
(i) "Option Period" shall mean the period commencing upon
the Date of Grant and ending on the earlier of the
date of exercise or the expiration of the option.
(j) "Purchase Price" shall mean fair market value, as
determined by the average of the most recent bid and
asked prices quoted for the Common Stock by Legg
Mason Wood Walker at the Date of Grant provided
that in no event shall the Purchase Price be less than
the par value of the Shares.
(k) "Stockholder" shall mean any Stockholder of record of
the Corporation as of the record date for the grant of
an Option.
3. ELIGIBILITY:
Any Stockholder of the Corporation who wishes to
participate may do so under the terms of this Plan.
4. STOCKS:
The number of Options to be granted shall be determined by
the Board each quarter. Each Option granted shall entitle
its recipient to purchase one Share. The aggregate number
of Shares that may be issued pursuant to the Plan shall not
exceed One Hundred Thousand (100,000) Shares. Shares
optioned and not exercised shall continue to be available
for inclusion in any subsequent Options that may be granted
under the Plan. In no event may any Stockholder be granted
Options for stock of a value of more than $3,000.00 per
quarter or less than a minimum of $50.00 in stock. The
number of Shares represented by this Plan will be adjusted
for stock splits and stock dividends subsequent to the date
the Plan is adopted.
5. ADMINISTRATION:
The Stockholder Purchase Plan shall be administrated by a
Committee including at least three members, namely, the
Chairman of the Board of Directors, the Chief Executive
Officer of the Corporation and one member of the Board of
Directors other than the above named, who is elected
annually by the Board of Directors at the organizational
meeting. A majority of the Committee shall constitute a
quorum. All determinations of the Committee shall be made
by a majority of its members.
Subject to the express provisions of the Plan, the
Committee shall also have the power and authority to
construe and interpret the Plan and the respective Options
granted thereunder, and to make all other determinations
necessary or advisable for administering the Plan. Such
interpretations shall be final and binding on all parties.
6. PROCEDURE FOR GRANT AND ACCEPTANCE OF OPTIONS:
All Stockholders shall be notified, in writing, by the
Corporation of the grant of any Option or Options. If any
eligible Stockholder elects to exercise the Option within
the option period, he may invest no less than $50.00 nor
more than $3,000.00 in the purchase of additional shares of
stock. If there is not sufficient stock to meet the demand
of all eligible Stockholders, the stock will be prorated
among the Stockholders in proportion to the amount that
they requested. For the purposes of this Plan all persons
listed on a Certificate of Stock shall be counted as one
Stockholder.
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7. OPTION PRICE:
The exercise price under any Option granted pursuant to
this Plan shall be the Purchase Price as defined in this
Plan.
8. METHOD OF PAYMENT:
The Purchase Price shall be paid in full at the time an
Option is exercised under the Plan. Promptly after the
exercise of an Option and the full payment of the Purchase
Price, the purchasing Stockholder shall be entitled to the
issuance of a stock certificate evidencing ownership of
purchased Shares. A purchasing Stockholder shall have none
of the rights of a Stockholder with respect to Shares under
Option as provided in the Plan until such Shares are
issued, and no adjustment win be made for dividends or
other rights for which the record date is prior to the date
such stock certificate is issued.
9. OPTIONS TO PURCHASE SHARES NOT TRANSFERABLE:
Options granted to Stockholders under the Plan are
exercisable during such Stockholder's lifetime, only by the
Stockholder. Options may not be sold, transferred (other
than by will or the laws of descent and distribution),
pledged, or otherwise disposed or encumbered.
10. AMENDMENT AND TERMINATION:
The Board of Directors may terminate, amend, or revise the
Plan with respect to any Shares on which Options have not
been granted. Neither the Board nor the Committee may,
without the consent of the holder of an Option, alter or
impair any Option previously granted under the Plan, except
as authorized herein. No such revision or amendment shall
change the number of Shares subject to the Plan or permit
granting of Options under the Plan to persons other than
the Stockholders of Glen Burnie Bancorp.
11. DEATH:
If a Stockholder dies without having fully exercised his
Options under this Plan, the executors or administrators
(personal representatives), or the legatees or heirs to his
estate, shall have the right to exercise such Options prior
to their expiration to the extent that such deceased
Stockholder was entitled to exercise the Options on the
date of death.
12. COMMENCEMENT OF PLAN:
The Plan shall not take effect until approved by the Board
of Directors in accordance with the approval given at the
March 14, 1996 Annual Meeting of Stockholders.
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13. GOVERNMENTAL APPROVALS OR CONSENTS:
The Plan and any Options granted thereunder are subject to
any governmental approvals or consent that may be or become
applicable in connection therewith. The Board may make
such changes in the Plan and include such terms in any
Option granted under the Plan as may be necessary or
desirable, in the opinion of counsel of Glen Burnie
Bancorp, to comply with the rules or regulations of any
governmental authority, or to be eligible for tax benefits
under the Internal Revenue Code or laws of any State.
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