EXHIBIT 4
Sandy Spring Bancorp
1999 Stock Option Plan
1. Purpose of the Plan.
The purpose of this Sandy Spring Bancorp 1999 Stock Option Plan (the "Plan")
is to advance the interests of Sandy Spring Bancorp, Inc. ("Bancorp") by
providing directors and selected key employees of the Bank, Bancorp, and their
affiliates with the opportunity to acquire shares of Bancorp's common stock. By
encouraging stock ownership, Bancorp seeks to attract, retain and motivate the
best available personnel for positions of substantial responsibility; to provide
additional incentive to directors and key employees of Bancorp, the Bank and
their affiliates to promote the success of the business as measured by the value
of its shares; and generally to increase the commonality of interests among
directors, key employees, and other shareholders.
The Plan is intended to replace the Sandy Spring Bancorp 1992 Stock Option
Plan (the "1992 Plan") upon this Plan's approval by shareholders of Bancorp.
Options issued under the 1992 Plan will continue in effect and will be subject
to the requirements of the 1992 Plan, but no new options will be granted under
the 1992 plan after this Plan is approved by shareholders.
The Plan is not intended as an agreement or promise of employment. Neither
the Plan, nor any Option granted pursuant to the Plan, confers on any person any
right to continue in the employ of Bancorp. The right of Bancorp, the Bank, or
any of their affiliates to terminate the employment of an Employee is not
limited by the Plan or by any Option granted pursuant to the Plan unless such
right is specifically described by the terms of any such Option.
2. Definitions.
(a) "Affiliate" means any "parent corporation" or "subsidiary
corporation" of Bancorp as such terms are defined in Section 424(e) and
(f), respectively, of the Code.
(b) "Agreement" means a written agreement entered into in accordance with
Paragraph 5(c).
(c) "Bank" means the Sandy Spring National Bank of Maryland.
(d) "Board" means the Board of Directors of Bancorp.
(e) "Change in Control" means any one of the following events occurring
after the Effective Date: (1) the acquisition of ownership of, power to vote, or
control of 25% or more of any class of voting securities of Bancorp or the Bank;
(2) the exercise of a controlling influence over the management or policies of
the Bank or Bancorp by any person or by persons acting as a "group" (within the
meaning of Section 13(d) of the Securities Exchange Act of 1934), or (3) the
failure of Continuing Directors to constitute at least two-thirds of the Board
of Directors of Bancorp or the Bank (the "Company Board") during any period of
two consecutive years. A "change in control" does not include acquisition of
ownership of, control of or power to vote voting securities of Bancorp by an
employee benefit plan sponsored by Bancorp or the Bank; acquisition of voting
securities by Bancorp through share repurchase or otherwise; or acquisition by
an exchange of voting securities with a successor to Bancorp in a
reorganization, such as a re-incorporation, that does not have the purpose or
effect of significantly changing voting power or control. For purposes of this
definition, only, "Continuing Directors" includes only those individuals who
were members of Bancorp Board at the Effective Date and those other individuals
whose election or nomination for election as a member of Bancorp Board was
approved by a vote of at least two-thirds of the Continuing Directors then in
office, and "person" refers to an individual or a corporation, partnership,
trust, association, joint venture, pool, syndicate, sole proprietorship,
unincorporated organization or any other form of entity. The decision of the
Committee as to whether a Change in Control has occurred shall be conclusive and
binding.
(f) "Code" means the Internal Revenue Code of 1986, as amended.
(g) "Committee" means the Stock Option Committee appointed by the Board
in accordance with Paragraph 5(a) hereof.
(h) "Common Stock" means the common stock, par value $1.00 per share, of
Bancorp.
(i) "Company" means Sandy Spring Bancorp, Inc., a Maryland corporation.
(j) "Continuous Service" means the absence of any interruption or
termination of employment by Bancorp or any present or future Affiliate.
Employment shall not be considered interrupted in the case of sick leave,
military leave or any other leave of absence approved by Bancorp or in the
case of transfers between locations of Bancorp or among Bancorp, the Bank,
or any other Affiliate.
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(k) "Director" means any member of the Board of Directors of Bancorp.
(l) "Effective Date" means the date specified in Paragraph 14 hereof.
(m) "Employee" means any person employed by Bancorp or by the Bank or any
other present or future Affiliate.
(n) "Exercise Price" means the price per Optioned Share at which an
Option may be exercised.
(o) "ISO" means an option to purchase Common Stock that meets the
requirements set forth in the Plan, and which is intended to be and is
identified as an "incentive stock option" within the meaning of Section 422
of the Code.
(p) "Market Value" means the fair market value of the Common Stock, as
determined under Paragraph 7(b) hereof.
(q) "Non-Employee Director" means any member of the Board who, at the
time discretion under the Plan is exercised, is a "Non-Employee Director"
within the meaning of Rule 16b-3.
(r) "Non-ISO" means an option to purchase Common Stock that meets the
requirements set forth in the Plan but which is not intended to be, and is
not identified as, an ISO.
(s) "Offer to Effect a Change in Control" means any offer to buy or
acquire, solicitation of an offer to sell, tender offer for, or request of
invitation for tenders of, 25% or more of any class of voting securities of
Bancorp for value. The decision of the Committee as to whether an Offer to
Effect a Change in Control has been made shall be conclusive and binding.
(t) "Option" means an option to purchase Shares, granted by the Committee
pursuant to this Plan, whether the option is an ISO or a Non-ISO.
(u) "Optioned Shares" means Shares subject to an Option granted pursuant to
this Plan.
(v) "Optionee" means any person who receives an Option pursuant to this
Plan.
(w) "Outstanding Shares" means the total shares of Common Stock which
have been issued and which (a) are not held as treasury shares, and (b)
have not been cancelled or retired by Bancorp.
(x) "Parent" shall mean any present or future corporation that would be a
"parent corporation" as defined in Subsections 424(e) and (g) of the Code.
(y) "Plan" means the Sandy Spring Bancorp 1999 Stock Option Plan.
(z) "Rule 16b-3" means Rule 16b-3 of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended (the "Act").
(aa) "Share" shall mean a share of Common Stock.
(bb) "Subsidiary" shall mean any present or future corporation which would
be a "subsidiary corporation" as defined in Subsections 424(f) and (g) of
the Code.
(cc) "Transaction" means (i) the liquidation or dissolution of Bancorp,
(ii) a merger or consolidation in which Bancorp is not the surviving entity; or
(iii) the sale or disposition of all or substantially all of Bancorp's assets.
3. Term of the Plan and Options.
(a) Term of the Plan. The Plan shall continue in effect for a term of
ten years from the Effective Date unless sooner terminated pursuant to Paragraph
17. No Option may be granted under the Plan after ten years from the Effective
Date.
(b) Term of Options. The Committee shall establish the term of each
Option granted under the Plan. No Option may have a term that exceeds 10 years.
No ISO granted to an Employee who owns Shares representing more than 10% of the
outstanding shares of Common Stock at the time an ISO is granted may have a term
that exceeds five years.
4. Shares Subject to the Plan.
(a) Except as otherwise required by Paragraph 11, the aggregate number of
Shares deliverable upon the exercise of Options pursuant to the Plan shall not
exceed 400,000 Shares. Such Shares may either be authorized but unissued Shares
or Shares held in treasury to the extent allowed by Maryland law.
(b) If Options should expire, become unexercisable, or be forfeited for
any reason without having been exercised in full, the Optioned Shares shall,
unless the Plan shall have been terminated, be available for the grant of
additional Options under the Plan.
5. Administration of the Plan.
(a) Composition of Committee. The Plan shall be administered by the
Committee, which shall consist of not less than three (3) Directors appointed by
the Board. Members of the Committee may be Employee Directors or Non-Employee
Directors, and shall serve at the pleasure of the Board. In the absence at any
time of a duly appointed Committee, the Plan shall be administered by the Board.
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(b) Powers of the Committee. Except as limited by the express provisions
of the Plan or by resolutions adopted by the Board, the Committee shall have
sole and complete authority and discretion (i) to select Optionees and grant
Options, (ii) to determine the form and content of Options to be issued in the
form of Agreements under the Plan, (iii) to interpret the Plan, (iv) to
prescribe, amend and rescind rules and regulations relating to the Plan, and (v)
to make other determinations necessary or advisable for the administration of
the Plan. The Committee shall have and may exercise such other power and
authority as may be delegated to it by the Board from time to time. A majority
of the entire Committee shall constitute a quorum and the action of a majority
of the members present at any meeting at which a quorum is present, or acts
approved in writing by a majority of the Committee without a meeting, shall be
deemed the action of the Committee.
(c) Agreement. Each Option shall be evidenced by a written agreement
containing such provisions as may be approved by the Committee. Each such
Agreement shall constitute a binding contract between Bancorp and the Optionee,
and every Optionee, upon acceptance of such Agreement, shall be bound by the
terms and restrictions of the Plan and of such Agreement. The terms of each
such Agreement shall be in accordance with the Plan, but each Agreement may
include such additional provisions and restrictions determined by the Committee,
in its discretion, provided that such additional provisions and restrictions are
not inconsistent with the terms of the Plan. In particular, the Committee shall
set forth in each Agreement (i) the Exercise Price of an Option, (ii) the number
of Shares subject to, and the expiration date of, the Option, (iii) the manner,
time and rate (cumulative or otherwise) of exercise or vesting of such Option,
and (iv) the restrictions, if any, to be placed upon such Option, or upon Shares
which may be issued upon exercise of such Option. The Chairman of the Committee
and such other officers as shall be designated by the Committee are hereby
authorized to execute Agreements on behalf of Bancorp and to cause them to be
delivered to the recipients of Options.
(d) Effect of the Committee's Decisions. All decisions, determinations,
and interpretations of the Committee shall be final and conclusive on all
persons affected thereby.
(e) Indemnification. In addition to such other rights of indemnification
as they may have, the members of the Committee shall be indemnified by Bancorp
in connection with any claim, action, suit or proceeding relating to any action
taken or failure to act under or in connection with the Plan or any Option,
granted hereunder to the full extent provided for under Bancorp's Articles of
Incorporation or Bylaws with respect to the indemnification of Directors.
6. Grant of Options.
(a) General Rule. The Committee, in its sole discretion, may grant ISO's
or Non-ISOs to Employees of Bancorp or its Affiliates and may grant Non-ISOs to
Directors or directors of Affiliates.
(b) Special Rules for ISOs. The aggregate Market Value, as of the date
the Option is granted, of the Shares with respect to which ISOs are exercisable
for the first time by an Employee during any calendar year (under all incentive
stock option plans, as defined in Section 422 of the Code, of Bancorp or any
present or future "parent" or "Subsidiary" of Bancorp) shall not exceed
$100,000. Notwithstanding the prior provisions of this paragraph, the Committee
may grant Options in excess of the foregoing limitations, in which case such
Options granted in excess of such limitation shall be Options which are Non-
ISOs.
7. Exercise Price for Options.
(a) Limits on Committee Discretion. The Exercise Price as to any
particular Option granted under the Plan shall not be less than the Market Value
of the Optioned Shares on the date of grant. In the case of an Employee who owns
Shares representing more than 10% of Bancorp's Outstanding Shares of Common
Stock at the time an ISO is granted, the Exercise Price shall not be less than
110% of the Market Value of the Optioned Shares at the time the ISO is granted.
(b) Standards for Determining Exercise Price. If the Common Stock is
listed on a national securities exchange (including the NASDAQ National Market)
on the date in question, then the Market Value per Share shall be not less than
the average of the highest and lowest selling price on such exchange on such
date, or if there were no sales on such date, then the Exercise Price shall be
not less than the mean between the bid and asked prices on such date. If the
Common Stock is traded otherwise than on a national securities exchange on the
date in question, then the Market Value per Share shall be not less than the
mean between the bid and asked price on such date, or, if there is no bid and
asked price on such date, then on the next prior business day on which there was
a bid and asked price. If no such bid and asked price is available, then the
Market Value per Share shall be its fair market value as determined by the
Committee, in its sole and absolute discretion.
(c) Reissuance of Options. Notwithstanding anything herein to the
contrary, the Committee shall have the authority to cancel outstanding Options
with the consent of the Optionee and to grant new Options at a lower Option
Price equal to the then fair market value per share of Common Stock in the event
that the fair market value per share of Common Stock at
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any time prior to the date of exercise of outstanding Options falls below the
Option Price of such Options.
8. Exercise of Options.
(a) Generally. Any Option shall be exercisable at such times and under
such conditions as shall be permissible under the terms of the Plan and of the
Agreement. An Option may not be exercised for a fractional Share.
(b) Procedure for Exercise. An Optionee may exercise Options, subject to
provisions relative to its termination and limitations on its exercise, only by
(1) written notice of intent to exercise the Option with respect to a specified
number of Shares, and (2) payment to Bancorp (contemporaneously with delivery of
such notice) in cash, in Common Stock, or a combination of cash and Common
Stock, of the amount of the Exercise Price for the number of Shares with respect
to which the Option is then being exercised. Each such notice (and payment
where required) shall be delivered, or mailed by prepaid registered or certified
mail, addressed to the Treasurer of Bancorp at Bancorp's executive offices.
Common Stock utilized in full or partial payment of the Exercise Price for
Options shall be valued at its Market Value at the date of exercise.
(c) Notwithstanding the provisions of any Option that provides for its
exercise in installments as designated by the Committee, such Option shall
become immediately exercisable upon the Optionee's death or Permanent and Total
Disability.
(d) Period of Exercisability-ISOs. An ISO may be exercised by an Optionee
only while the Optionee is an Employee and has maintained Continuous Service
from the date of the grant of the ISO, or within three months after termination
of such Continuous Service (but not later than the date on which the Option
would otherwise expire), except if the Employee's Continuous Service terminates
by reason of -
(1) "Just Cause" which for purposes hereof shall have the meaning set
forth in any unexpired employment or severance agreement between the
Optionee and Bancorp or any Affiliate (and, in the absence of any such
agreement, means termination because of the Employee's personal
dishonesty, incompetence, willful misconduct, breach of fiduciary duty
involving personal profit, intentional failure to perform stated
duties, willful violation of any law, rule or regulation (other than
traffic violations or similar offenses) or final cease-and-desist
order), then the Optionee's rights to exercise such ISO shall expire
on the date of such termination;
(2) Death, then an ISO of the deceased Optionee may be exercised
within two years from the date of his death (but not later than the
date on which the Option would otherwise expire) by the personal
representatives of his estate or person or persons to whom his rights
under such ISO shall have passed by will or by laws of descent and
distribution;
(3) Permanent and Total Disability (as such term is defined in
Section 22(e)(3) of the Code), then an ISO may be exercised within one
year from the date of such Permanent and Total Disability, but not
later than the date on which the ISO would otherwise expire.
(e) Period of Exercisability-Non-ISOs. Except to the extent otherwise
provided in the terms of an Agreement, a Non-ISO may be exercised by an Optionee
only while such Optionee is an Employee, a Director, or a director of an
Affiliate, or within three months after termination of such service (but not
later than the date on with the Option would otherwise expire), except if the
Optionee's service terminates by reason of -
(1) "Just Cause" which for purposes hereof shall have the meaning set
forth in any unexpired employment or severance agreement between the
Optionee and Bancorp or any Affiliate (and, in the absence of any such
agreement, means termination because of the Optionee's personal
dishonesty, incompetence, willful misconduct, breach of fiduciary duty
involving personal profit, intentional failure to perform stated
duties, willful violation of any law, rule or regulation (other than
traffic violations or similar offenses) or final cease-and-desist
order), then the Optionee's rights to exercise such Non-ISO shall
expire on the date of such termination; or
(2) Removal from the Board or the Bank Board pursuant to the
respective Articles of Incorporation, then the Optionee's rights to
exercise such Non-ISO shall expire on the date of such removal.
(3) Death, then a Non-ISO of the deceased Optionee may be exercised
within two years from the date of his death (but not later than the
date on which the Option would otherwise expire) by the personal
representatives of his estate or person or persons to whom his rights
under such Non-ISO shall have passed by will or by laws of descent and
distribution or otherwise shall have transferred pursuant to this
Plan;
(4) Permanent and Total Disability (as such term is defined in
Section 22(e)(3) of the Code), then a Non-ISO may be exercised within
one year from the date of such Permanent and Total Disability, but not
later than the date on which the ISO would otherwise expire.
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(f) Effect of the Committee's Decisions. The Committee's determination
whether an Optionee's Continuous Service or service as a Director or director of
an Affiliate has ceased, and the effective date thereof shall be final and
conclusive on all persons affected thereby.
9. Conditions Upon Issuance of Shares.
(a) Compliance with Securities Laws. Shares of Common Stock shall not be
issued with respect to any Option unless the issuance and delivery of such
Shares shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the rules and regulations
promulgated thereunder, any applicable state securities law, and the
requirements of any stock exchange upon which the Shares may then be listed.
The Plan is intended to comply with Rule 16b-3, and any provision of the Plan
than the Committee determines in its sole and absolute discretion to be
inconsistent with said Rule shall, to the extent of such inconsistency, be
inoperative and null and void, and shall not affect the validity of the
remaining provisions of the Plan.
(b) Special Circumstances. The inability of Bancorp to obtain approval
from any regulatory body or authority deemed by Bancorp's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder shall relieve
Bancorp of any liability with respect to the non-issuance or sale of such
Shares. As a condition to the exercise of an Option, Bancorp may require the
person exercising the Option to make such representations and warranties as the
Committee determines may be necessary to assure the availability of an exemption
from the registration requirements of federal or state securities law.
(c) Committee Discretion. The Committee shall have the discretionary
authority to impose in Agreements such restrictions on Shares as it may deem
appropriate or desirable, including but not limited to the authority to impose a
right of first refusal or to establish repurchase rights or both of these
restrictions.
10. Restrictions on Sale of Shares
(a) Six-Month Restriction. Shares of Common Stock that have been acquired
upon exercise of an Option may not be sold or otherwise disposed of before the
end of a six-month period beginning on the date the Option was granted. This
restriction is in addition to any other restriction imposed by this Plan or by
the Committee pursuant to this Plan.
(b) Exceptions. The six-month restriction imposed by subparagraph (a)
shall not apply to dispositions by bona fide gifts or to transfers by will or
the laws of descent or distribution.
11. Effect of Changes in Control and Changes in Common Stock Subject to the
Plan.
(a) Effects of Change in Control.
(1) Notwithstanding the provisions of any Option that provides for
its exercise or vesting in installments, all Options shall be
immediately exercisable and fully vested upon a Change in Control or
the receipt of an Offer to Effect a Change in Control.
(2) At the time of a Change in Control or receipt of an Offer to
Effect a Change in Control, the Optionee shall, at the sole and
absolute discretion of the Committee, be entitled to receive a cash
payment in an amount equal to the excess of the Market Value of the
Shares subject to such Option over the Exercise Price of such Option,
provided that in no event may an Option be cancelled in exchange for
cash within the six-month period following the date of its grant. For
purposes of calculating this payment, the Market Value shall be the
Market Value at the date of the Change in Control or the highest
Market Value in the five trading days after public announcement of an
Offer to Effect a Change in Control, as determined by the Committee.
(3) In the event there is a Transaction, all outstanding Options
shall be surrendered. With respect to each Option so surrendered, the
Committee shall in its sole and absolute discretion determine whether
the holder of each Option so surrendered shall receive--
(A) For each Share then subject to an outstanding Option, an
Option for the number and kind of shares into which each
Outstanding Share (other than Shares held by dissenting
shareholders) is changed or exchanged, together with an
appropriate adjustment to the Exercise Price; or
(B) The number and kind of shares into which each Outstanding
Share (other than Shares held by dissenting shareholders) is
changed or exchanged in the Transaction that are equal in market
value to the excess of the Market Value on the date of the
Transaction of the Shares subject to the Option, over the
Exercise Price of the Option; or
(C) A cash payment (from Bancorp or the successor corporation),
in an amount equal to the excess of the Market Value on the date
of the Transaction of the Shares subject to the Option, over
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the Exercise Price of the Option.
(4) The decision of the Committee as to whether a Change in Control
has occurred, or an Offer to Effect a Change in Control has been made
shall be conclusive and binding.
(b) Recapitalizations, Stock Splits, Etc. The number and kind of shares
reserved for issuance under the Plan, and the number and kind of shares subject
to outstanding Options and the Exercise Price thereof, shall be proportionately
adjusted for any increase, decrease, change or exchange of Shares for a
different number or kind of shares or other securities of Bancorp which results
from a merger, consolidation, recapitalization, reorganization,
reclassification, stock dividend, split-up, combination of shares, or similar
event in which the number or kind of shares is changed without the receipt or
payment of consideration by Bancorp.
(c) Special Rule for ISOs. Any adjustment made pursuant to subparagraphs
(a)(3)(A) or (b) of this Paragraph shall be made in such a manner as not to
constitute a modification, within the meaning of Section 424(h) of the Code, of
outstanding ISOs.
(d) Conditions and Restrictions on New, Additional, or Different Shares or
Securities. If, by reason of any adjustment made pursuant to this Paragraph, an
Optionee becomes entitled to new, additional, or different shares of stock or
securities, such new, additional, or different shares of stock or securities
shall thereupon be subject to all of the conditions and restrictions which were
applicable to the Shares pursuant to the Option before the adjustment was made.
(e) Other Issuances. Except as expressly provided in this Paragraph, the
issuance by Bancorp or an Affiliate of shares of stock of any class, or of
securities convertible into Shares or stock of another class, for cash or
property or for labor or services either upon direct sale or upon the exercise
of rights or warrants to subscribe therefor, shall not affect, and no adjustment
shall be made with respect to, the number, class, or Exercise Price of Shares
then subject to Options or reserved for issuance under the Plan.
12. Non-Transferability of Options.
(a) ISOs may not be sold, pledged, assigned, hypothecated, transferred or
disposed of in any manner other than by will or by the laws of descent and
distribution, or pursuant to the terms of a "qualified domestic relations order"
(within the meaning of Section 414(p) of the Code and the regulations and
rulings thereunder).
(b) Non-ISO's may not be sold, pledged, assigned, hypothecated,
transferred or disposed of in any manner other than by will or by the laws of
descent and distribution, pursuant to the terms of a "qualified domestic
relations order" (within the meaning of Section 414(p) of the Code and the
regulations and rulings thereunder), or, in the sole discretion of the
Committee, in connection with a transfer for estate or retirement planning
purposes to a trust established for such purposes.
13. Time of Granting Options. The date of grant of an Option shall, for all
purposes, be the later of the date on which the Committee makes the
determination of granting such Option and the Effective Date. Notice of the
determination shall be given to each Optionee to whom an Option is so granted
within a reasonable time after the date of such grant.
14. Effective Date. The Plan shall be effective as of February 24, 1999.
Option grants may be made before approval of the Plan by the shareholders of
Bancorp, if the exercise of Options is conditioned upon shareholder approval of
the Plan.
15. Approval by Shareholders. The Plan shall be approved by shareholders of
Bancorp within twelve (12) months before or after the Effective Date.
16. Modification of Options. At any time, and from time to time, the Board may
authorize the Committee to direct execution of an instrument providing for the
modification of any outstanding Option, provided no such modification shall
confer on the holder of said Option any right or benefit which could not be
conferred on the Optionee by the grant of a new Option at such time, or impair
the Option without the consent of the holder of the Option.
17. Amendment and Termination of the Plan. The Board may from time to time
amend the terms of the Plan and, with respect to any Shares at the time not
subject to Options, suspend or terminate the Plan; provided that shareholder
approval shall be required to increase the number of Shares subject to the Plan
provided in Paragraph 4 or to extend the term of the Plan. No amendment,
suspension, or termination of the Plan shall, without the consent of any
affected holders of an Option, alter or impair any rights or obligations under
any Option theretofore granted.
18. Reservation of Shares. During the term of the Plan, Bancorp will reserve
and keep available a number of Shares
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sufficient to satisfy the requirements of the Plan.
19. Withholding Tax. Bancorp's obligation to deliver Shares upon exercise of
Options (or such earlier time that the Optionee makes an election under Section
83(b) of the Code) shall be subject to the Optionee's satisfaction of all
applicable federal, state, and local income and employment tax withholding
obligations. The Committee, in its discretion, may permit the Optionee to
satisfy the obligation, in whole or in part, by irrevocably electing to have
Bancorp withhold Shares, or to deliver to Bancorp Shares that the Optionee
already owns, having a value equal to the amount required to be withheld. The
value of Shares to be withheld, or delivered to Bancorp, shall be based on the
Market Value of the Shares on the date the amount of tax to be withheld is to be
determined. As an alternative, Bancorp may retain, or sell without notice, a
number of such Shares sufficient to cover the amount required to be withheld.
20. No Employment or Other Rights. In no event shall eligibility to be granted
an Option or the grant of an Option create or be deemed to create any legal or
equitable right of a Director, Employee, director of any Affiliate, or any other
party to continue service with Bancorp, the Bank, or any other Affiliate. No
person shall have a right to be granted an Option or, having received an Option,
the right to be granted an additional Option.
21. Governing Law. The Plan shall be governed by and construed in accordance
with the laws of the State of Maryland, except to the extent that federal law
shall be deemed to apply.
22. Successors and Assigns. The Plan shall be binding upon Bancorp's successors
and assigns.
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