Exhibit 10.7
THE BANK OF GLEN BURNIE
CHANGE-IN-CONTROL SEVERANCE PLAN
The Board of Directors of The Bank of Glen Burnie and Glen Burnie Bancorp
have adopted this Plan in order to provide severance benefits upon a Change in
Control for their employees who are not otherwise covered by an existing
employment agreement or change-in-control severance agreement.
ARTICLE I
Definitions
The following words and phrases, when used in the Plan with an initial
capital letter, shall have the meanings set forth below unless the context
clearly indicates otherwise.
1.1 "Affiliate" shall mean any "parent corporation" or "subsidiary
corporation" of the Company, as such terms are defined in Sections 424(e) and
(f), respectively, of the Code.
1.2 "Bank" shall mean The Bank of Glen Burnie, and any successor to its
interest.
1.3 "Base Pay" shall be determined on the date of a Change in Control, and
shall mean:
(a) with respect to Employees paid on a salaried basis: the regular
rate of salary payable monthly to Executive Officers, and payable
weekly to all other Officers or Employees; and
(b) with respect to each Employee paid on an hourly basis: an amount
equal to the product of (i) the Employee's straight time hourly wage
rate, exclusive of overtime, and (ii) the number of hours that the
Employee is regularly scheduled to work for the Bank per week.
1.4 "Board" shall mean the Board of Directors of the Bank.
1.5 "Change in Control" shall mean any one of the following events: (i) the
acquisition of ownership, holding or power to vote more than 25% of the Bank's
or the Company's voting stock, (ii) the acquisition of the ability to control
the election of a majority of the Bank's or the Company's directors, (iii) the
acquisition of a controlling influence over the management or policies of the
Bank or the Company 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 (iv) during
any period of two consecutive years, individuals (the "Continuing Directors")
who at the beginning of such period constitute the Board of Directors of the
Bank or the Company (the "Existing Board") cease for any reason to constitute at
least two-thirds thereof, provided that any individual whose election or
nomination for election as a member of the Existing Board was approved by a vote
of at least two-thirds of the Continuing Directors then in office shall be
considered a Continuing Director.
Notwithstanding the foregoing, in the case of (i), (ii) and (iii) hereof,
ownership or control of the Bank by the Company itself shall not constitute a
Change in Control. For purposes of this paragraph only, the term "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 not specifically listed herein. The decision of the
Board as to whether or not a Change in Control has occurred shall be conclusive
and binding on all parties.
1.6 "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and as interpreted through applicable rulings and regulations in
effect from time to time.
1.7 "Company" shall mean Glen Burnie Bancorp, and any successor to its
interest.
1.8 "Continuous Service" shall mean the period of an Employee's employment
as an active employee of the Bank, the Company, or an Affiliate. Continuous
Service shall not be considered interrupted by (i) sick leave, military leave,
or any other leave of absence approved by the Bank or the Company, or (ii)
transfers between payroll locations of the Company, the Bank, an Affiliate, or a
successor.
1.9 "Effective Date" shall mean February 12, 1998.
1.10 "Employee" shall mean any person (including an Officer or Executive
Officer) who is employed by the Company, the Bank, or an Affiliate.
1.11 "Executive Officer" shall mean Officers Michael Livingston and John E.
Porter, as well as any other Employee whom the Board may by written resolution
specifically identify as an Executive Officer for purposes of this Plan.
1.12 "Good Reason" shall mean any of the following events, which has not
been consented to in advance by the Participant in writing: (i) the requirement
that the Participant perform his or her principal functions more than thirty
(30) miles from his or her primary office as of the date of the Change in
Control; (ii) a material reduction in the Participant's base compensation as in
effect on the date of the Change in Control or as the same may be increased from
time to time; (iii) the failure by the Bank or the Company to continue to
provide the Participant with compensation and benefits provided for on the date
of the Change in Control, as the same may be increased from time to time, or
with benefits substantially similar to those provided under any of the employee
benefit plans in which the Participant now or hereafter becomes a participant,
or the taking of any action by the Bank or the Company which would directly or
indirectly reduce any of such benefits or deprive the Participant of any
material fringe benefit enjoyed at the time of the Change in Control; (iv) the
assignment to the Participant of duties and responsibilities materially
different from those normally associated with his or her position; (v) a
material diminution or reduction in the Participant's responsibilities or
authority (including reporting responsibilities) in connection with his or her
employment with the Bank or the Company.
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1.13 "Just Cause" shall mean, in the good faith determination of the Board,
the Participant's 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. No act, or failure to act, on the
Participant's part shall be considered "willful" unless he or she has acted, or
failed to act, with an absence of good faith and without a reasonable belief
that such action or failure to act was in the best interest of the Bank and the
Company.
1.14 "Officer" shall mean any Employee (other than an Executive Officer)
who has been designated as an officer prior to a Change in Control.
1.15 "Participant" shall mean any Employee who qualifies for participation
in the Plan pursuant to the requirements of Article II hereof.
1.16 "Plan" means The Bank of Glen Burnie Change-in-Control
Severance Plan.
1.17 "Protected Period" shall mean the period that begins on the date of a
Change in Control and ends on the first annual anniversary date of the Change in
Control.
1.18 "Trust" shall mean a grantor trust designed in accordance with Revenue
Procedure 92-64 and having a trustee independent of the Bank and the Company.
1.19 "Years of Service" means an Employee's full 12-month periods of
Continuous Service (including full 12-month periods that may have occurred prior
to any interruption in Continuous Service).
ARTICLE II
Participation
Participation in the Plan shall be limited to those Employees who, on the
date of a Change in Control, are not parties to an employment agreement or
change in control severance agreement with the Bank, the Company, or an
Affiliate.
ARTICLE III
Conditions for Payment of Severance Benefits;
Amount of Severance Benefits
3.1 Conditions for Payment of Severance Benefits. A Participant shall be
entitled to collect the severance benefits set forth in Section 3.2 of the Plan
in the event that (i) the Participant voluntarily terminates employment within
90 days of an event that both occurs during the Protected Period and constitutes
Good Reason, or (ii) the Bank or the Company or their successor(s) in interest
terminate the Participant's employment for any reason other than Just Cause
during the Protected Period.
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3.2 Amount of Severance Benefits. If a Participant becomes entitled to
collect severance benefits pursuant to Section 3.1 hereof, the Bank shall
provide the Participant with severance benefits determined as follows:
(1) Executive Officers shall receive (a) a lump sum payment, in cash,
equal to six months of Base Pay plus one month of Base Pay for each
Year of Service, and (b) employer-paid health care benefits for the
same number of months factored into the calculation of severance
payments, on the same basis as active Employees of the Company or an
Affiliate or its successors; and thereafter COBRA benefits, at the
Executive Officer's expense, for an additional period of time
determined as though each Executive Officer terminates employment upon
expiration of the period covered by said continued period of health
benefits.
(2) Officers shall receive a lump sum payment, in cash, equal to four
weeks of Base Pay plus two weeks of Base Pay for each Year of Service,
up to a maximum of 52 weeks pay.
(3) All other Employees shall receive a lump sum payment, in cash, equal
to two weeks of Base Pay plus two weeks of Base Pay for each Year of
Service, with a minimum of four weeks and a maximum of 52 weeks of
Base Pay used to calculate their lump sum payment amount.
All amounts payable under this Section 3.2 shall be paid within ten days of
the later of the date of the Change in Control and the Participant's last day of
employment with the Company, the Bank, an Affiliate, or a successor to their
interest.
ARTICLE IV
Joint and Several Liability of the Company
The Company shall be jointly and severally liable with the Bank for the
payment of all amounts due under this Plan.
ARTICLE V
Source of Benefits
5.1 General Rule. All amounts payable under this Plan shall constitute an
unfunded, unsecured promise by the Bank and the Company to make such payments in
the future, as and to the extent such benefits become payable. Benefits shall be
paid from the general assets of the Bank and the Company, and no person shall by
virtue of this Plan have any interest in such assets (other than as an unsecured
creditor of the Bank and the Company).
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5.2 Trust Funding on Change in Control. In the event of a Change in
Control, the Bank shall establish the Trust if one is not then in existence, and
shall contribute to the Trust an amount sufficient to provide the Trust with
assets having an overall value equivalent to the cash value of the aggregate
severance benefits that could become payable pursuant to Section 3.2 under the
Plan.
ARTICLE VI
Assignment
A Participant may not commute, sell, assign, transfer, encumber and pledge
or otherwise convey the right to receive any benefits under this Plan.
ARTICLE VII
Employment or Other Rights
Neither the Plan nor any action taken by the Board in connection with the
Plan shall create any right, either express or implied, on the part of any
Participant to continue in the employment of the Company or any Affiliate
thereof.
ARTICLE VIII
Reorganization
The Bank and the Company agree that they will not merge or consolidate with
any other corporation or organization, or permit their business activities to be
taken over by any other organization, unless and until the succeeding or
continuing corporation or other organization shall expressly assume the rights
and obligations of the Bank and the Company herein set forth. The Bank and the
Company further agree that they will not cease their business activities or
terminate their existence, other than as heretofore set forth in this Article
VIII, without having made adequate provision for the fulfillment of their
obligation hereunder.
ARTICLE IX
Amendment and Termination
The Board may amend or terminate the Plan at any time prior to a Change in
Control. On or after a Change in Control, the Board may amend or terminate the
Plan subject to receiving the written consent of each Participant who is or may
be adversely affected by such amendment or termination.
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ARTICLE X
Applicable Law
Except to the extent preempted by Federal law, the laws of the State of
Maryland shall govern this Plan in all respects, whether as to its validity,
construction, capacity, performance or otherwise.
ARTICLE XI
Headings; Gender
Headings and subheadings in this Plan are inserted for convenience and
reference only and constitute no part of this Plan. This Plan shall be
construed, where required, so that the masculine gender includes the feminine.
ARTICLE XII
Interpretation of the Plan
The Board shall have sole and absolute discretion to administer, construe,
and interpret the Plan and the decisions of the Board shall be conclusive and
binding on all affected parties (unless such decisions are arbitrary and
capricious).
ARTICLE XIII
Expense Reimbursement
In the event that any dispute arises on or after a Change in Control
between a Participant and the Bank or the Company as to the terms or
interpretation of this Plan, whether instituted by formal legal proceedings or
otherwise, including any action that the Participant takes to enforce the terms
of this Plan or to defend against any action taken by the Bank or the Company,
the Participant shall be reimbursed for all costs and expenses, including
reasonable attorneys' fees, arising from such dispute, proceedings or actions,
provided that the Participant shall obtain a final judgement in favor of the
Participant in a court of competent jurisdiction or in binding arbitration under
the rules of the American Arbitration Association. Such reimbursement shall be
paid within ten (10) days of Participant's furnishing to the Bank and the
Company written evidence, which may be in the form, among other things, of a
canceled check or receipt, of any costs or expenses incurred by the Participant.
ARTICLE XIV
Severability
The provisions of this Plan shall be deemed severable and the invalidity or
unenforceability of any provision shall not affect the validity or
enforceability of the other provisions hereof.
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