EXHIBIT 10.1
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 Stockholders
Purchase Plan.
(c) "Board" shall mean the Board of Directors of Glen Burnie
Bancorp.
(d) "Shares," "Stock" or,"Common Stock" shall mean shares of
$10.00 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 latest trade through Legg Mason Wood Walker.
(k) "Stockholder" shall mean any Stockholder eligible under this
Plan as hereinafter defined in paragraph three.
3. Eligibility:
Any Stockholder of The Bank of Glen Burnie who wishes to participate
may do so under the the terms of this Plan.
4. Stocks:
The Stock subject to the Options shall be shares of Glen Burnie Bancorp
authorized but unissued ($10.00 par value per share). The aggregate
number of shares on which Options may be issued shall not exceed One
Hundred Thousand (100,000) shares of Common Stock at any one time.
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 more than stock
of a value of $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 Stockholders Purchase Plan shall be administrated by a Committee
including at least three members, namely, 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 option agreements entered into thereunder, and to make all
other determinations necessary or advisable for administering the Plan.
6. Procedure for Grant and Acceptance of Options:
An Eligible Stockholder shall be notified, in writing, by Glen Burnie
Bancorp 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
remaining in the Plan to meet the demand of all eligible Stockholders,
the remaining 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.
7. Option Price:
The purchase price of the shares, under any Option granted pursuant to
this Plan, shall be The Fair Market Value of the stock on the date upon
which such Option is granted.
8. Method of Payment:
The option 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 Option Price, the Participant shall be entitled
to the issuance of a stock certificate evidencing ownership of such
Stock. A participant shall have none of the rights of a Stockholder
with respect to shares under option as provided in the Plan until
shares are issued, and no adjustment will 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 an Eligible Stockholder under the Plan are
exercisable during such Eligible Stockholders' lifetime, up to the
limitation in paragraph 6, only by the Stockholder, such Options may
not be sold, transferred (other than by will or the laws of descent and
distribution), pledged, or otherwise disposed or encumbered with the
exceptions to the provisions in paragraph 11 of this Plan.
10. Amendment and Termination:
The Board of Directors may terminate, amend, or revise the Plan with
respect to any shares on which Options have 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 an Eligible Stockholder dies without having fully exercised his
Options under this Plan, the executors or administrators, or legatees
or heirs of the estate shall have the right to exercise such Options 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.
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.
14. Preemptive Rights:
Glen Burnie Bancorp stock has preemptive rights that allow Shareholders
to maintain an existing percentage of ownership in the Corporation. The
adoption of this Plan affects the Shareholders of the Corporation
because there is some dilution of their percentage of ownership.
Therefore, this Plan would be an exception to normal preemptive rights.