EXHIBIT 10.2
GLEN BURNIE BANCORP
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The stockholders of Glen Burnie Bancorp, hereinafter referred to as
"the Corporation," have approved this Dividend Reinvestment and Stock Purchase
Plan. The Plan relates to 100,000 authorized but unissued shares of common stock
of the Corporation. The Plan is intended to provide holders of stock who
participate with a convenient and economical method of increasing their equity
ownership in the Corporation by purchasing additional shares of stock without
payment of any brokerage commission, service charges or any fees. The approved
Plan is as follows:
1. NATURE OF THE PLAN
The purpose of this Plan is to provide stockholders with a convenient
and economical method of increasing their equity ownership in the Corporation.
The Plan allows the stockholders to elect and become participants in the Plan
and thereafter receive their dividends, if and when declared by the Board of
Directors, in the form of stock in lieu of cash distributions. The holders of
stock who do not participate will continue to receive cash dividends in the
usual manner, if and when declared.
2. ELIGIBILITY
All record holders of common stock are eligible to participate in the
Plan. The right to participate in the Plan is not transferrable. Stockholders
who reside in jurisdictions in which it is unlawful for the Corporation to
permit their participation are not eligible to participate in the Plan. The
Corporation also reserves the right to exclude a stockholder who resides in a
foreign country or in a jurisdiction which requires registration or
qualification of the stock or of the Corporation's directors, officers or other
employees as agents in connection with sales pursuant to Plan.
An eligible stockholder may join the Plan by signing the election form
and returning it to the Plan Administrator. Stockholders may become participants
at any time. Any stockholder who does not elect to participate in the Plan will
continue to receive any dividends declared by the Board of Directors in cash (or
in stock if the Board of Directors declares a stock dividend for all
stockholders). A stockholder already participating in the Plan will continue to
participate until such stockholder gives notice to the Corporation in the manner
prescribed herein that he wishes to withdraw from the Plan.
3. CREDITING OF ACCOUNTS
If the Stockholder Authorization Form signed by a stockholder entitled
to a dividend is received by the Corporation before the Declaration Date for the
next dividend payment, the participant shall receive his next dividend payment
in the form of stock under the Plan. The participant shall thereafter continue
to receive any dividends on his common stock as stock under the Plan until he
withdraws from participation in the Plan or the shares are transferred of record
to a new owner. The participant's account
GLEN BURNIE BANCORP
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
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shall be credited with such stock on the payable date, which shall be the date
cash dividends are actually paid to stockholders as of the Record Date.
Nothing in this Section shall be construed as providing any assurance
that dividends will be declared by the Corporation in the future.
4. ADMINISTRATION OF THE PLAN
The Glen Burnie Bancorp administers the Plan for participants, keeps
records, sends statements of accounts to participants and performs other duties
relating to the Plan. All correspondence relating to the Plan should be directed
to:
President
Glen Burnie Bancorp
107 Crain Highway, S.E.
Glen Burnie, Maryland 21061
The Plan Administrator receives the participants' dividend payments and
invests such amounts in additional shares of common stock, maintains continuing
records of each participant's account, and advises participants as to all
transactions in and the status of their accounts. The Plan Administrator acts in
the capacity of agent for the participants.
All notices from the Plan Administrator to a participant will be
addressed to the participant at the last address of record with the Plan
Administrator. The mailing of a notice to a participant's last address of record
will satisfy the Plan Administrator's duty of giving notice to such participant.
Therefore, participants must promptly notify the Plan Administrator of any
change of address.
Neither the Plan Administrator, the participants' nominee or nominees,
nor Glen Burnie Bancorp shall have any responsibility beyond the exercise of
ordinary care for any reasonable and prudent actions taken or omitted pursuant
to the Plan including, without limitation, any claim for liability arising out
of failure to terminate a participant's account upon such participant's death or
adjudicated incompetency prior to receipt of notice in writing of such death or
adjudicated incompetency, nor shall they have any duties, responsibilities or
liabilities except such as are expressly set forth in the Plan.
All transactions in connection with the Plan shall be governed by the
laws of the State of Maryland, and by any applicable federal tax or security
laws.
5. STATEMENT OF ACCOUNTS OF PARTICIPANTS AND OTHER DISCLOSURE OF
INFORMATION
As soon as practicable after each payment date, each participant will
receive a statement of his account.
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DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
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These statements of a participant's account should be retained by the
participant as an ongoing statement of his account under the Plan and for income
tax purposes.
In addition to such statements of account, each participant will
receive all disclosure statements, otherwise sent to stockholders, including the
annual report, notices of stockholder meetings, and proxy statements of the
Corporation.
6. EXPENSES OF ADMINISTRATION
Participants will not be charged brokerage or commission fees or
service charges in connection with purchases of shares of common stock under the
Plan. All administrative expenses of the Plan will be paid by the Corporation.
7. DIVIDENDS OF STOCK CREDITED UNDER THE PLAN
Any portion of the dividends which have been credited to a
participant's account will be paid as stock under the provisions of this Plan.
8. CERTIFICATES FOR STOCK
Certificates will be issued to a participant for whole shares of common
stock in the participant's account (1) Upon the participant's written request to
the Corporation at its principal office, (2) if the participant withdraws from
the Plan, or (3) if the Corporation terminates the Plan. Requests will be
handled by the Corporation without charge. Any remaining whole or fractional
shares will continue to be held in the participant's account. No certificate for
a fractional share will be issued; under the Plan, dividends on a fractional
share will be credited to a participant's account. Withdrawal of shares in the
form of a certificate in no way affects dividend reinvestment.
9. WITHDRAWAL FROM THE PLAN
Participation in the Plan is entirely voluntary, and a participant may
request to withdraw from the Plan at any time by notifying the Corporation in
writing in its Principal Office.
Upon withdrawal from the Plan, the participant will receive
certificates for full shares of common stock then held in his account. Any
fractional shares in the participant's account shall be redeemed by the
Corporation for cash in an amount equal to the fraction of a whole share times
the "fair market value" of the common stock as determined under the provisions
of the Plan at the last Declaration Date prior to the date of withdrawal.
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DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
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If the request to withdraw is received on or after the Declaration Date
for a dividend payment and the withdrawing participant has previously elected to
receive dividend payments in the form of stock, any dividend paid on the
corresponding payable date will be credited to the withdrawing participant's
account as stock in accordance with the provisions of the Plan. The request to
withdraw will then be processed promptly following such payable date.
Thereafter, all dividends will be paid in cash (or in stock dividends if so
declared by the Board of Directors on all common stock) to the stockholder who
withdraws from the Plan. A stockholder may elect again to become a participant
at any time subsequent to withdrawal from the Plan.
If a participant disposes of any or all of his shares of common stock
registered in his name other than shares credited to the participant's account
under the Plan, the shares of common stock credited under the Plan shall
continue to be administered under the provisions of the Plan unless the
participant notifies the Corporation of his withdrawal from the Plan.
10. PURCHASE PRICE OF SHARES
The "Purchase Price" shall mean fair market value, the amount equal to
the latest trade by Legg Mason Wood Walker, but in no event less than One
Hundred Twenty percent (120%) of book value at the end of the most recent fiscal
year unless the Board of Directors in its discretion determines otherwise.
11. FEDERAL TAX INFORMATION
A participant who has cash dividends reinvested in additional shares of
common stock under the provisions of the Plan will be treated for federal income
tax purposes (under the Code) as having received a cash dividend in an amount
equal to the "fair market value" (determined under the Plan) of all full and
fractional shares credited to the participant's account. The participant's tax
basis (under the Code) in the shares credited under the Plan will be an amount
equal to such shares 'fair market value' as determined under this Plan.
A participant will also realize gains or loss upon receipt, following
termination of participation in the Plan, of a cash payment for any fractional
share interests credited to the Participant's account. The amount of any such
gain or loss will be the difference between the amount that the participant
received for the shares or fractional share interests and the tax basis thereof.
To the extent distributions by Glen Burnie Bancorp to its stockholders
are treated as made from the Corporation's earnings and profits, the
distribution under the Plan will be taxable as a dividend.
The tax basis of any shares acquired through the Plan will be the fair
market value as of the Dividend Payable Date. The holding period for shares
acquired through the Plan will begin on the day after the Dividend Payable Date.
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DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
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The tax consequences as set forth above are for informational purposes
only and should not be relied upon as a legal or accounting opinion in regard to
a particular participant's circumstances. Each stockholder considering
participating in the Plan is urged to consult his own tax and financial advisors
as to federal, state and other tax consequences of participating in the Plan
based upon his particular facts and circumstances.
12. TERMINATION BY THE CORPORATION
Although the Corporation intends to continue the Plan in the future,
the Board of Directors reserves the right to amend, suspend or modify the Plan
at any time. However, the Plan can not be permanently terminated unless the
stockholders at a regular or special meeting vote to terminate said Plan.
Written notice of any such amendment, suspension, modification or termination
will be sent to the participants within thirty (30) days following any such
action. The Corporation also may adopt reasonable procedures for administration
of the Plan.
13. PREEMPTIVE RIGHTS
The existing stockholders of the Corporation have the right to maintain
their existing percentage of ownership. The existing stockholder has a right to
purchase new stock in the proportion that the number of shares held by him bears
to the whole number, before the increase. Existing stockholders who do not
participate in the Plan will have some dilution of their percentage ownership.
Therefore, the adoption of the Plan by the stockholders is an exception to the
normal preemptive rights.
14. USE OF PROCEEDS
The net proceeds from the sale of the common stock offered pursuant to
the Plan will be used for general corporate purposes including investments or
extensions of credit.
15. SECURITIES AND EXCHANGE COMMISSION INFORMATION
The securities referred to in the Plan have not been approved or
disapproved by the Securities and Exchange Commission nor has the Commission
passed upon the accuracy or adequacy of any prospectus. The securities offered
hereby are not deposits or savings accounts and are not insured by the Federal
Deposit Insurance Corporation or any other governmental agency or
instrumentality.
This Plan will not take effect until all necessary regulatory approvals
are obtained.