<PAGE> 1
PROVIDENT BANKSHARES CORPORATION
CHANGE IN CONTROL AGREEMENT
This AGREEMENT ("Agreement") is entered
into as of May 5, 2005 by and between
PROVIDENT BANKSHARES CORPORATION (the
"Corporation"), a corporation organized
under the laws of the State of Maryland,
with its offices at 114 East Lexington
Street, Baltimore, Maryland and [NAME]
("Executive").
WHEREAS, the Corporation recognizes the continued importance of
Executive to the Corporation's operations
and wishes to protect Executive's
position with the Corporation and/or its
affiliates in the event of a Change in
Control (as defined in Section 2(b) of this
Agreement); and
WHEREAS, Executive and the Board of Directors of the Corporation
desire
to enter into an agreement setting forth
the terms and conditions of payments
due to Executive in the event of a change
in control and the related rights and
obligations of each of the parties.
NOW, THEREFORE, in consideration of the promises and mutual
covenants
herein contained, it is hereby agreed as
follows:
1. TERM
OF AGREEMENT.
(a) The term of this Agreement shall be (i) the initial term,
consisting of the period commencing on the
date of this Agreement (the
"Effective Date") and ending on the third
anniversary of the Effective Date,
plus (ii) any and all extensions of the
initial term made pursuant to Section
1(b) of this Agreement.
(b) Commencing on the Effective Date and on each day thereafter,
the
term under this Agreement shall renew
automatically for an additional one (1)
day period beyond the then effective
expiration date, without action by any
party, provided that neither the
Corporation, on the one hand, nor Executive, on
the other, shall have given at least sixty
(60) days written notice of their
desire that the term not renew. In the case
notice is given by one party to the
other, the term of this Agreement shall
become fixed and shall end on the third
anniversary of the date of the notice.
(c) Notwithstanding anything in this Section to the contrary,
this
Agreement shall terminate if Executive or
the Corporation terminates Executive's
employment prior to a Change in
Control.
2.
CHANGE IN CONTROL.
(a) Upon the occurrence of a Change in Control (as defined in
Section
2(b) of this Agreement), followed at any
time during the term of this Agreement
by the termination of Executive's
employment in accordance with the terms of
this Agreement, other than for Just Cause
(as defined in Section 2(c) of this
Agreement), the provisions of Section 3 of
this
<PAGE> 2
Agreement shall apply. Upon the occurrence
of a Change in Control, Executive
shall have the right to elect to
voluntarily terminate their employment at any
time during the term of this Agreement
following an event constituting "Good
Reason." Following a Change in Control,
Executive may also voluntarily terminate
their employment for any reason in
accordance with Section 3(b) of this
Agreement. For purposes of this Agreement
"Good Reason" and "Change in Control"
have the following meanings:
"Good Reason" means, unless Executive has consented in writing
thereto,
the occurrence following a Change in
Control, of any of the following:
(i) the
assignment to Executive of any duties materially
inconsistent with Executive's position, including any
material change in status, title, authority, duties
or responsibilities or any other action that results
in a material diminution in such status, title,
authority, duties or responsibilities, excluding for
this purpose an isolated, insubstantial and
inadvertent action not taken in bad faith and that is
remedied by the Corporation or Executive's employer
reasonably promptly after receipt of notice thereof
given by Executive;
(ii) a
reduction by the Corporation or Executive's
employer of Executive's base salary in effect
immediately prior to the Change in Control;
(iii) the
relocation of
Executive's office to
a location
more than 20 miles from its location immediately
prior to the Change in Control;
(iv) the
taking of any action by the Corporation or any of
its affiliates or successors that would materially
adversely affect Executive's overall compensation and
benefits package, unless such changes to the
compensation and benefits package are made on a
non-discriminatory basis to all employees; or
(v)
the failure of the Corporation or Executive's
employer, or any affiliate that directly or
indirectly owns or controls any affiliate by which
Executive is employed, to obtain the assumption in
writing of the Corporation's obligation to perform
this Agreement by any successor to all or
substantially all of the assets of the Corporation or
such affiliate within thirty (30) days after a
reorganization, merger, consolidation, sale or other
disposition of assets of the Corporation or such
affiliate.
(b) For purposes of this Agreement, a "Change in Control" shall
be
deemed to occur on the earliest of any of
the following events:
(i) Merger: The
Corporation merges into or consolidates with
------
another corporation, or merges another corporation into the
Corporation, and as a result less than a majority of the
combined voting power of the resulting corporation immediately
after the merger or consolidation is held by persons who were
2
<PAGE> 3
stockholders of the Corporation immediately before the merger
or consolidation; or
(ii) Acquisition of
Significant Share Ownership: The
------------------------------------------
Corporation files, or is required to file, a report on
Schedule 13D or another form or schedule (other than Schedule
13G) required under Sections 13(d) or 14(d) of the Securities
Exchange Act of 1934, if the schedule discloses that the
filing person or persons acting in concert has or have become
the beneficial owner of 10% or more of a class of the
Corporation's voting securities, but this clause (ii) shall
not apply to beneficial ownership of the Corporation's voting
shares held in a fiduciary capacity by an entity of which the
Corporation directly or indirectly beneficially owns 50% or
more of its outstanding voting securities; or
(iii) Change in Board Composition: During any period of two
---------------------------
consecutive years, individuals who constitute the
Corporation's Board of Directors at the beginning of the
two-year period cease for any reason to constitute at least a
majority of the Corporation's Board of Directors; provided,
however, that for purposes of this clause (iii), each director
who is first appointed by the board (or first nominated by the
board for election by the stockholders) by a vote of at least
three-quarters (3/4) of the directors who were directors at
the beginning of the two-year period shall be deemed to have
also been a director at the beginning of such period; or
(iv) Sale of Assets:
The Corporation sells to a third party
--------------
all or substantially all of its assets.
(c) Executive shall not have the right to receive termination
benefits
under this Agreement upon their termination
for Just Cause. The term "Just
Cause" shall mean termination because of a
material loss to the Corporation or
one of its affiliates caused by Executive's
willful, intentional and continued
failure to substantially perform stated
duties (unless the failure results from
incapacity due to physical or mental
illness), personal dishonesty, willful
violation of any law, rule, regulation
(other than traffic violations or similar
offenses) or final cease and desist order.
For purposes of this Section 2(b), no
act, or the failure to act, on Executive's
part shall be considered "willful"
unless done, or omitted to be done, not in
good faith and without reasonable
belief that the action or omission was in
the best interest of the Corporation
or its affiliates. Notwithstanding the
foregoing, Executive shall not be deemed
to have been terminated for Just Cause
unless and until there shall have been
delivered to Executive a copy of a
resolution duly adopted by the affirmative
vote of three-quarters (3/4) of the entire
membership of the Board of Directors
at a meeting of the Board of Directors
called and held for that purpose (after
reasonable notice to Executive and an
opportunity for Executive, together with
counsel, to be heard before the Board of
Directors), finding that in the good
faith opinion of the Board of Directors,
Executive was guilty of conduct
justifying termination for Just Cause and
specifying the particulars thereof in
detail. Executive shall not have the right
to receive compensation or other
benefits for any period after termination
for Just Cause.
3
<PAGE> 4
3.
TERMINATION BENEFITS.
(a) Upon Executive's voluntary resignation from employment for
Good
Reason or Executive's involuntary
termination of employment
