Exhibit 2.2
FIRST AMENDMENT TO THE PLAN AND AGREEMENT TO MERGE
First Amendment, dated as of November 30, 2000, (the "Amendment") to
the Plan and Agreement to Merge, dated as of July 25, 2000, (the "Plan") by and
among TALBOT BANCSHARES, INC. ("Talbot Bancshares"), a Maryland corporation, and
SHORE BANCSHARES, INC. ("Shore Bancshares"), a Maryland corporation.
W I T N E S S E T H:
WHEREAS, Shore Bancshares and Talbot Bancshares are parties to the Plan
whereby Talbot Bancshares has agreed to merge with and into Shore Bancshares,
with Shore Bancshares as the surviving entity.
WHEREAS, Shore Bancshares and Talbot Bancshares wish to amend certain
provisions under the Plan pursuant to Section 12 of the Plan in order to conform
certain representations and warranties made by the parties and to waive one of
the conditions to closing.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and the mutual benefits to be derived herefrom, the parties
agree as follows:
A G R E E M E N T:
1. Section 8.3 of the Plan is hereby amended by deleting that section
in its entirety and inserting the following in lieu thereof:
8.3 Events Preceding the Effective Date. Each of the events
set forth in Section 2 shall have occurred and any other required
regulatory approvals shall have been obtained.
2. Subsections 4.8(a), (b), and (e) of the Plan are hereby amended by
deleting those subsections in their entirety and inserting the following in lieu
thereof:
(a) any employment, consultation, or compensation
contract or arrangement (other than those terminable at will) with any
current or former officer, consultant, director, agent or employee (or
beneficiary of any of them);
(b) any plan, contract, program, understanding, or
agreement providing for bonuses, pensions, severance pay, executive
compensation, options, stock purchases, or any other form of
retirement, incentive or deferred compensation, retirement payments,
death benefits, profit sharing, branch closing benefits, workers'
compensation, tuition reimbursement or scholarship program, any plans
providing benefits or payments in the event of a change in control,
change in ownership, or sale of a substantial portion (including all or
substantially all) of the assets of Talbot Bancshares or any of the
Talbot Subsidiaries, or any health, accident, disability, sick leave,
vacation pay, life insurance, or other welfare benefit, or any other
employee or retired employee benefit (including, without limitation,
any "employee benefit plan" as defined in Section 3(3) of ERISA) in
which any current or former officer, consultant, employee, director, or
agent (or beneficiary of any of them) of Talbot Bancshares or any of
the Talbot Subsidiaries is or was, within the last six years, entitled
to participate;
(e) any agreement for services in excess of $30,000
per year (other than any employment, arbitration or compensation
contract or arrangement with any current or former officer, consultant,
director, agent or employee) or any agreement for the purchase or
disposition of any equipment or supplies except individual purchase
orders for office supplies incurred in the ordinary course of business
of $10,000 or less;
3. Subsections 4.12(c), (e), and (u) of the Plan are hereby amended by
deleting those subsections in their entirety and inserting the following in lieu
thereof:
(c) each of the plans has been operated in all
material respects in accordance with its terms and in accordance with
all previously and currently effective laws applicable to such plans,
including, but not limited to, ERISA, the Code, the Consolidated
Omnibus Budget Reconciliation Act of 1985, the Health Insurance
Portability and Accountability Act of 1996, and state health care
continuation laws;
(e) none of (i) the plans, (ii) the Talbot
Subsidiaries, and (iii) Talbot Bancshares, and to Talbot Bancshares'
knowledge, (x) no current or former director, officer, employee, agent,
or representative of Talbot Bancshares or any of the Talbot
Subsidiaries, and (y) no fiduciary, "party in interest" (as defined in
Section 3(14) of ERISA) or "disqualified person" (as defined in Section
4975 of the Code) with respect to any of the plans has engaged in any
non-exempt "prohibited transaction" in connection with any of the plans
within the meaning of Section 4975 of the Code or Title I, Part 4 of
ERISA as to which the applicable statute of limitations has not run;
(u) none of the plans contains any provision which
would prohibit the transactions contemplated by this Plan or which,
except as previously disclosed in writing to Shore Bancshares, would
give rise to any severance, termination, or other payments or
liabilities, or any forgiveness of indebtedness, vesting, distribution,
increase in benefits, or obligations to fund benefits as a result of
the transactions contemplated by this Plan; no payment that is owed or
may become due any director, officer, employee, independent contractor
or agent of Talbot Bancshares or any of the Talbot Subsidiaries in
connection with a plan will be non-deductible to the payor under
Section 280G of the Code, and none of the Talbot Subsidiaries, Shore
Subsidiaries, Talbot Bancshares or Shore Bancshares will be required to
"gross up" or otherwise compensate any person in connection with a plan
because of the imposition of any excise tax under Section 4999 of the
Code; and
4. The Plan and all provisions thereof remain in full force and effect
unless specifically modified or amended hereby.
5. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument, and all signatures need not appear on any one
counterpart.
IN WITNESS WHEREOF, Shore Bancshares and Talbot Bancshares have caused
this Amendment to be duly executed by their respective presidents, and their
respective seals to be hereunto affixed and attested by their respective
secretaries, thereunto duly authorized as of the date first above written.
ATTEST: [SEAL] Talbot Bancshares, INC.
/s/ Susan E. Leaverton By: /s/ W. Moorhead Vermilye
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Susan E. Leaverton W. Moorhead Vermilye
Secretary President
ATTEST: [SEAL] Shore Bancshares, INC.
/s/ Mary Catherine Quimby By: /s/ Daniel T. Cannon
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Mary Catherine Quimby Daniel T. Cannon
Secretary President