OLD LINE BANCSHARES, INC.
This
Stock Option Agreement is entered into as of the ___ day of
, 20___ by and between Old Line Bancshares, Inc. (the
“Company”), a Maryland corporation, and
(“Grantee”).
Definitions . As used in this Agreement, in addition to the
terms defined elsewhere herein, the following terms have the
following meanings when used herein with initial capital
letters:
(a)
“Agreement” shall mean this Stock Option Agreement and
shall include the applicable provisions of any Plan which are
hereby incorporated into and made a part of the
Agreement.
(b)
“Common Stock” shall mean Shares of common stock of the
Company, par value $.01 per share, or any security into which such
common stock may be changed by reason of any transaction or event
of the type referred to in Section 6 of the Plan.
(c)
“Exercise Date” shall mean the date on which the
Company receives the written notice required under Section 3.2
of this Agreement that Grantee has exercised the Option.
(d)
“Option” shall mean an option to acquire Common Stock
that is granted pursuant to, as contemplated by or is evidenced by
this Agreement.
(e)
“Option Price” shall mean the price per share of Common
Stock at which the Option may be exercised.
(f)
“Plan” shall mean the Old Line Bancshares 2004 Equity
Incentive Plan (the “2004 Plan”), a copy of which is
attached hereto as Exhibit B .
ARTICLE 2
GRANT OF OPTION
Section 2.1 Grant of Nonqualified Stock Options
.
(a) The
Company, pursuant to the 2004 Plan, has granted the Grantee the
following Options:
|
|
|
|
|
|
|
|
|
Grant
Date
|
|
Number of Options
|
|
Exercise Price
|
|
First Exercisable
|
(b) In
addition, the Company hereby grants to Grantee, as of
December 31 of each year, beginning December 31, 20___,
assuming Grantee is a director of the Company on such date and
assuming options are available for issuance under the 2004 Plan on
such date, Options to purchase
shares of Common Stock. The Option Price shall be set forth on
Exhibit C , and a copy of Exhibit C, as updated,
shall be sent to the Grantee no less than annually. Notwithstanding
the foregoing, prior to any December 31, the Board of
Directors of the Company may amend or remove this
Section 2.1(c) in its sole discretion and the Grantee shall
have no rights with respect to this Section 2.1(c) with
respect to any Options which have not then been granted.
Section 2.2 Term of Option . The Option granted
pursuant to Sections 2.1 shall expire on the tenth anniversary
of their grant date, unless such Option terminates earlier pursuant
to other provisions of this Agreement.
1
ARTICLE 3
EXERCISE OF OPTION
Section 3.1 Manner of Exercise . The Option may be
exercised, in whole or in part, by delivering written notice to the
Board of Directors in such form as the Board of Directors may
require from time to time. Such notice shall specify the number of
shares of Common Stock subject to the Option as to which the Option
is being exercised, and shall be accompanied by full payment of the
Option Price of the shares of Common Stock as to which the Option
is being exercised. In addition, for so long as the shares subject
to the Plan are not registered under the Securities Act of 1933, as
amended, or otherwise exempt from such registration, such notice
shall be accompanied by a written statement that the shares are
purchased for investment and not with a view to distribution and
acknowledgment of restrictions on the transferability of the
shares. Payment of the Option Price shall be made as provided in
the Plan. The Option may be exercised only in multiples of whole
shares and no partial shares shall be is
