EXHIBIT 10.4
THE BANK OF GLEN BURNIE
EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSES
The purpose of this Plan is to encourage eligible employees of The Bank
of Glen Burnie and its subsidiaries to acquire ownership of Common
Stock. This Plan is intended to constitute an "Employee Stock Purchase
Plan" within the meaning of Section 423 of the Internal Revenue Code.
2. DEFINITIONS
The following words or terms used herein have the following meaning:
(a) The "Plan" shall mean this Employee Stock Purchase Plan.
(b) "Board" shall mean the Board of Directors of The Bank of Glen
Burnie.
(c) "Shares" "Stock" or "Common Stock" shall mean shares of $10.00
par value common stock of The Bank of Glen Burnie.
(d) The "Committee" shall mean the committee appointed by the
Board to administer the Plan.
(e) "Employee" shall mean any employee of The Bank of Glen Burnie
whose.
(f) "Option" shall mean the right of an Employee 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 Employee
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 27 months after the Date of
Grant.
(i) "Option Period" shall mean the period commencing upon the Date
of Grant and ending on the Date of Exercise.
(j) "Fair Market Value" shall mean a figure equivalent to the
but in no event less than % of year-end book value.
(k) "Annual Pay" shall mean the Employee's annual compensation for
the year immediately preceding the Date of Grant as determined
from payroll records.
3. ELIGIBILITY
Eligible Employee shall mean any Employee as that term is defined in
Section 2(e) above who has completed one year or more of employment
with The Bank of Glen Burnie on the initial Date of Grant of any
Options under the Plan. Each employee who completes one year of
employment after the initial Date of Grant shall become an Eligible
Employee with respect to any subsequent Grant of Options on the date on
which he completes such one year of employment.
THE BANK OF GLEN BURNIE
EMPLOYEE STOCK PURCHASE PLAN
(Continued)
4. STOCK
The Stock subject to the Options shall be shares of The Bank of Glen
Burnie authorized but unissued ($10.00 par value per share). The
aggregate number of Shares which may be issued under Options shall not
exceed shares of such Common Stock; (except for adjustments under
Section 5). Shares optioned and not accepted, or if accepted, not
purchased, shall continue to be available for inclusion in any
subsequent Options that may be granted under the Plan.
5. GRANT OF OPTIONS
The Board shall grant to Eligible Employees Options to purchase such
numbers of Shares and at such time or times as it shall determine,
subject to the limitations of Section 3 and 4 and subject to the
following additional limitations.
(a) All Eligible Employees shall enjoy equal rights and privileges
under the plan, and the number of shares granted under Option
shall bear a uniform relationship to compensation.
(b) No Eligible Employee shall be granted an option if,
immediately after such Option were granted, such Eligible
Employee would own Stock possessing 5% or more of the total
combined voting power or value of all classes of stock of The
Bank of Glen Burnie. In determining whether the Stock
ownership of an Eligible Employee exceeds this 5% limit, the
rules of Section 425(d) of the Internal Revenue Code (relating
to attribution of stock ownership) shall apply, and Stock
which the Eligible Employee may purchase under outstanding
Options (whether or not such Options qualify for the special
tax treatment of Section 421(a) for the Internal Revenue Code)
shall be treated as Stock owned by the Eligible Employee.
(c) No Eligible Employee shall be granted an Option which permits
his right to purchase Stock under all such plans of The Bank
of Glen Burnie to accrue at a rate which exceeds in any one
calendar year $25,000 of the Fair Market Value of the Stock
determined as of the date the Option is granted.
With respect to any Option, the Board will specify the number of Shares
to be made available, the Date of Grant, the terms of the Option, and
such terms and conditions not inconsistent with this Plan as may be
necessary or appropriate, provided that in no event shall the terms of
the Option extend more than 27 months from the Date of Grant.
In the event of a recapitalization or reclassification affecting Common
Stock, the number of Shares which may thereafter be issued under the
Plan, the number of Shares under Option at such time, and the Option
price will be appropriately adjusted as determined by the Board.
THE BANK OF GLEN BURNIE
EMPLOYEE STOCK PURCHASE PLAN
(Continued)
6. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Committee, which shall consist of
not less than three members of the Board who are not eligible to
participate in the Plan, one of whom shall be designated as Chairman.
The Committee is vested with full authority to make, administer, and
interpret such equitable rules and regulations regarding the Plan as it
may deem advisable, subject to the terms of the Plan. Its
determinations as to the interpretation and operation of the Plan shall
be final and conclusive.
The Committee may act by a majority vote at a regular or special
meeting or by decision reduced to writing and signed by a majority of
the Committee without a meeting.
Members of the Committee shall be named by the Board. Vacancies shall
be filled by the Board.
7. PROCEDURE FOR GRANT AND ACCEPTANCE OF OPTION
An Eligible Employee shall be notified by The Bank of Glen Burnie of
the Grant of any Option or Options to him. In order to participate in
the Plan, the Eligible Employee must sign an Acceptance of Option on a
form provided by The Bank of Glen Burnie showing the number of Shares
that he elects to purchase, and must deliver it within 30 days after
the date appearing on the form to the Secretary or other officer
designated in the Option. If an eligible employee elects to accept the
option, he must accept an Option to purchase the number of Shares
specified in his Option, or a lesser number of shares but in no event
less than shares.
Shares optioned and not accepted, or if accepted, not purchased, shall
continue to be available for inclusion in any subsequent Options that
may be granted under the Plan.
8. PURCHASE PRICE
The purchase price per Share will be an amount equal to the lesser of %
of the Fair Market Value of such Share on the Date of Grant or % of the
Fair Market Value of such Share on the Date of Exercise; provided,
however, and subject to the foregoing, in no event shall the purchase
price be less than book value per Share unless the Board in its
discretion so determines.
9. METHOD OF PAYMENT
Payment for Shares under Options accepted pursuant to the Plan shall be
made in a lump sum payment within the term specified by the committee
which in no case will be longer than 27 months.
THE BANK OF GLEN BURNIE
EMPLOYEE STOCK PURCHASE PLAN
(Continued)
9. METHOD OF PAYMENT (Continued)
The Date of Exercise for options accepted under this Plan shall be the
date of the lump sum payment.
Notwithstanding anything to the contrary herein set forth, an Eligible
Employee who has accepted an option may at any time prior to the
expiration of 30 days after his termination of employment with The Bank
of Glen Burnie but in no event after the expiration of a period of 27
months from the Date of Grant, prepay the outstanding amount due.
For purposes of this Section, an Eligible Employee shall not be deemed
to have terminated his employment while he is on military leave, sick
leave, furlough, lay-off, or other bona fide leave of absence
(including but not limited to temporary employment by the Government)
if the period of such leave of absence does not exceed 90 days, or if
longer, so long as his right to reemployment with The Bank of Glen
Burnie is guaranteed by law or by contract. Where the period of leave
exceeds 90 days and where the Eligible Employee's right to reemployment
not guaranteed either by law or by contract, such Eligible Employee
will be deemed to have terminated his employment on the 91st day of
such leave.
Notwithstanding anything to the contrary herein set forth, no Options
granted under the Plan may be exercised prior to such date as may be
fixed by the Board of Directors.
10. RIGHTS AS STOCKHOLDER
An Eligible Employee will become a stockholder with respect to Shares
for which payment has been completed at the Date of Exercise. An
Eligible Employee will not have any rights as a stockholder with
respect to Shares under Option as provided in the Plan until he has
become a stockholder as provided in the Plan. A certificate for the
Shares purchased will be issued as soon as practicable after an
Eligible Employee becomes a stockholder.
11. OPTIONS TO PURCHASE SHARES NOT TRANSFERABLE
Options granted to an Eligible Employee under the plan are exercisable,
during such Eligible Employee's lifetime, only by him; such Options may
not be sold, transferred (other than by will or the laws of descent and
distribution), pledged, or otherwise disposed of or encumbered.
THE BANK OF GLEN BURNIE
EMPLOYEE STOCK PURCHASE PLAN
(Continued)
12. CANCELLATION OF ACCEPTANCE OF OPTION
At any time prior to, but in no event following, his Date of Exercise,
an Eligible Employee who has elected to purchase Shares may cancel his
Acceptance of Option as to any or all of such Shares by written notice
of cancellation delivered to the officer designated to receive his
Acceptance of Option. If an Eligible Employee cancels his Acceptance of
option as to only a part of the Shares, he shall make the required
payment as provided in Section 9 above with respect to the number of
Shares for which his Acceptance of Option is not cancelled.
13. EFFECT OF FAILURE TO MAKE PAYMENTS WHEN DUE
Subject to other provisions of the Plan permitting postponement, The
Bank of Glen Burnie may treat the failure by an Eligible Employee to
make any payment as a cancellation of his Acceptance of Option. In that
event, the Eligible Employee will be notified of such cancellation by
mailing notice to him at his last known business or home address.
14. RETIREMENT
If the employment of an Eligible Employee is terminated by retirement
prior to the end of the Option Period, and such Eligible Employee may
elect to pay for his Shares within months of his termination of
employment by retirement, but in no event later than 27 months after
the Date of Grant. The Date of Exercise with respect to his Option
shall be the date of such lump sum payment.
15. DEATH
If the employment of an Eligible Employee is terminated by death prior
to the end of the Option Period, the executors or administrators of
such deceased Eligible Employee or any person or persons who shall have
acquired the Option directly from such deceased Eligible Employee by
bequest or inheritance may elect, at any time within months after such
Eligible Employee's death, but in no event after the expiration of a
period of 27 months after the Date of Grant (1) to pay the amount due,
or (2) to cancel the Eligible Employee's Acceptance of Option in
accordance with the provisions of Section 12. In the event an election
is made to pay the amount due, the Date of Exercise, with respect to
the deceased Eligible Employee's Option, shall be the date on which
such payment is made.
THEN BANK OF GLEN BURNIE
EMPLOYEE STOCK PURCHASE PLAN
(Continued)
16. APPLICATION OF FUNDS
All funds received by The Bank of Glen Burnie in payment for Shares
purchased under the Plan may be used for any valid corporate purpose.
17. NOTICE OF DISPOSITION BY ELIGIBLE EMPLOYEE
Any Eligible Employee who shall dispose of any Shares received under
the Plan within the later of two years from Date of Grant or one year
from Date of Exercise shall notify the Cashier of The Bank of Glen
Burnie as to the date of disposition, the sale price (if any), and
number of Shares involved.
18. COMMENCEMENT OF PLAN
The Plan shall not take effect until approved by the holders of the
majority of the Shares of the Common Stock of The Bank of Glen Burnie
present, in person or by proxy, and entitled to vote at a duly held
stockholders' meeting, which approval must occur within the period
beginning twelve months before and ending twelve months after the date
the Plan is adopted by the Board.
19. 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 The Bank of Glen
Burnie to comply with the rules or regulations of any governmental
authority, or to be eligible for tax benefits under the Internal
Revenue Code or the laws of any state.
20. AUTHORITY TO AMEND, SUSPEND, OR TERMINATE PLAN
The Board may, insofar as permitted by law, from time to time, with
respect to any Shares at any time not subject to Options, suspend or
discontinue the Plan or revise or amend it in any respect whatsoever
except that, without the approval of the holders of the majority of the
outstanding Shares of Common stock of The Bank of Glen Burnie 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 employees of The Bank of Glen Burnie. Furthermore, the Plan may
not, without the approval of the holders of the majority of the
outstanding Shares of the Common Stock of The Bank of Glen Burnie be
amended in any manner that will cause Options issued under it to fail
to meet the requirements of an Employee Stock Purchase Plan as defined
in Section 423 of the Internal Revenue Code.
21. EMPLOYMENT RIGHTS NOT CONFERRED BY PLAN
Neither the establishment nor any continuance of the Plan, nor the
granting of Options thereunder, shall be construed as conferring any
legal rights upon any Eligible Employee or other employee for a
continuation of employment, nor shall such establishment, continuance
or granting of Options interfere with the rights of The Bank of Glen
Burnie to discharge any Eligible Employee or other employee.
THE BANK OF GLEN BURNIE
EMPLOYEE STOCK PURCHASE PLAN
(Continued)
20. AUTHORITY TO AMEND, SUSPEND, OR TERMINATE PLAN
The Board may, insofar as permitted by law, from Lime to time, with
respect to any Shares at any time not subject to Options, suspend or
discontinue the Plan or revise or amend it in any respect whatsoever
except that, without the approval of the holders of the majority of the
outstanding Shares of Common stock of The Bank of Glen Burnie 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 employees of The Bank of Glen Burnie. Furthermore, the Plan may
not, without the approval of the holders of the majority of the
outstanding Shares of the Common Stock of The Bank of Glen Burnie be
amended in any manner that will cause Options issued under it to fail
to meet the requirements of an Employee Stock Purchase Plan as defined
in Section 423 of the Internal Revenue Code.
21. EMPLOYMENT RIGHTS NOT CONFERRED BY PLAN
Neither the establishment nor any continuance of the Plan, nor the
granting of Options thereunder, shall be construed as conferring any
legal rights upon any Eligible Employee or other employee for a
continuation of employment, nor shall such establishment, continuance
or granting of Options interfere with the rights of The Bank of Glen
Burnie to discharge any Eligible Employee or other employee.