Exhibit 4.5


 


HOWARD BANCORP, INC.


2004 INCENTIVE STOCK OPTION PLAN


 


1.           Establishment,
Purpose and Types of Awards. Howard Bancorp, Inc. (the “Company”) hereby establishes the HOWARD BANCORP, INC. 2004
INCENTIVE STOCK OPTION PLAN (the “Plan”). The purpose of the Plan is to promote the long-term growth and profitability
of the Company by (i) providing key officers and employees with incentives to improve stockholder value and to contribute
to the growth and financial success of the Company through their future services, and (ii) enabling the Company to attract,
retain and reward the best-available officers and employees.


 


The Plan permits only
the granting of incentive stock options within the meaning of Code section 422. Awards shall be limited to employees of the Company
or of any current or hereafter existing “parent corporation” or “subsidiary corporation,” as defined in
Code sections 424(e) and (f), respectively, of the Company.


 


The Plan does not cover
the stock options granted prior to the adoption of the Plan to certain senior executive officers of Howard Bank, a subsidiary of
the Company (the “Bank”), pursuant to their respective employment agreements with the Bank, nor does it cover awards
issued pursuant to the Howard Bancorp, Inc. 2004 Stock Incentive Plan.


 


2.            Definitions.
Under the Plan, except where the context otherwise indicates, the following definitions apply:


 


“Administrator”
means the Board or the committee(s) or officer(s) appointed by the Board that have authority to administer the Plan as provided
in Section 3 hereof.


 


“Affiliate”
means any entity, whether now or hereafter existing, which controls, is controlled by, or is under common control with, the Company
(including, but not limited to, joint ventures, limited liability companies, and partnerships). For this purpose, “control”
shall mean ownership of 50% or more of the total combined voting power or value of all classes of stock or interests of the entity.


 


“Award” means
an award of incentive stock options within the meaning of Code section 422 pursuant to the Plan.


 


“Board” means
the Board of Directors of the Company.


 





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“Change of Control”
means: (i) the acquisition by any Person, as defined below, of the beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Securities Exchange Act of 1934, as amended) of 50% or more of (A) the then outstanding shares of the
securities of the Company, or (B) the combined voting power of the then outstanding securities of the Company entitled to
vote generally in the election of directors (the “Company Voting Stock”); (ii) the closing of a sale or other
conveyance of all or substantially all of the assets of the Company; or (iii) the effective time of any merger, share exchange,
consolidation, or other business combination involving the Company if, immediately after such transaction, persons who hold a majority
of the outstanding voting securities entitled to vote generally in the election of directors of the surviving entity (or the entity
owning 100% of such surviving entity) are not persons who, immediately prior to such transaction, held the Company Voting Stock;
provided, however, that a Change of Control shall not include (Y) a public offering of capital stock of the
Company, or (Z) a Holding Company Reorganization. For purposes of this Section 2(e), a “person” means any individual,
entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended, other than:
employee benefit plans sponsored or maintained by the Company and corporations controlled by the Company.


 


“Code” means
the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder.


 


“Common Stock”
means the Company’s common stock, par value $0.01 per share.


 


“Fair Market Value”
means, with respect to a share of Common Stock for any purpose on a particular date, the value determined by the Administrator
in good faith; provided, however, that if the Common Stock is publicly traded, “Fair Market Value” shall be determined
by reference to, as applicable: (i) either the closing price or the average of the high and low sale price on the relevant date,
as determined in the Administrator’s sole discretion, quoted on the New York Stock Exchange, the American Stock Exchange,
or the Nasdaq National Market; (ii) either the closing price or the average of the high and low sale price on the relevant date,
as determined in the Administrator’s sole discretion, quoted on The NASDAQ Stock Market LLC; (iii) the last sale price
or the average of the high bid and low asked prices on the relevant date quoted on the OTC Bulletin Board Service or by Pink Sheets
LLC or a comparable service as determined in the Administrator’s sole discretion; or (iv) if the Common Stock is not
listed or quoted by any of the above, the average of the closing bid and asked prices on the relevant date furnished by a professional
market maker for the Common Stock selected by the Administrator in its sole discretion. If the Common Stock is listed or quoted
as described in clause (i), clause (ii), clause (iii), or clause (iv) above, as applicable, but no public trading of the Common
Stock occurs on the relevant date, then Fair Market Value shall be determined as of the nearest preceding date on which trading
of the Common Stock occurred. For all purposes under the Plan, the term “relevant date” as used in this definition
means either the date as of which Fair Market Value is to be determined or the nearest preceding date on which public trading of
the Common Stock occurred, as determined in the Administrator’s sole discretion.


 


“Grant Agreement”
means a written document memorializing the terms and conditions of an Award granted pursuant to the Plan. Each Grant Agreement
shall incorporate the terms of the Plan.


 





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“Holding Company
Reorganization” means any transaction described in Section 3(a)(12) of the Securities Act pursuant to which the Company or
the Bank becomes a subsidiary of a holding company as provided in Section 3(a) of the Bank Holding Company Act of 1956, as amended.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder at the time of reference thereto.


 


3.           Administration.


 


(a)          Administration
of the Plan. The Plan shall be administered by the Administrator. Unless otherwise determined by the Board, the Administrator
shall be the Governance, Nominating and Compensation Committee of the Board. To the extent allowed by applicable state or federal
law, the Board by resolution may authorize an officer or officers to grant Awards to other officers and employees of the Company
and its Affiliates, and, to the extent of such authorization, such officer or officers shall be the Administrator.


 


(b)          Powers
of the Administrator. The Administrator shall have all the powers vested in it by the terms of the Plan, such powers to include
authority, in its sole discretion, to grant Awards under the Plan, prescribe Grant Agreements evidencing such Awards and establish
programs for granting Awards.


 


The Administrator shall
have full power and authority to take all other actions necessary to carry out the purpose and intent of the Plan, including, but
not limited to, the authority to: (i) determine the eligible persons to whom, and the time or times at which, Awards shall
be granted; (ii) determine the number of shares to be covered by each Award; (iii) impose such terms, limitations, restrictions
and conditions (not inconsistent with the Plan) upon any such Award as the Administrator shall deem appropriate; (iv) modify,
amend, extend or renew outstanding Awards, or accept the surrender of outstanding Awards and substitute new Awards (provided however,
that, except as provided in Section 6 or 7(d) of the Plan, any modification that would materially adversely affect any outstanding
Award shall not be made without the consent of the holder); (v) accelerate or otherwise change the time in which an Award
may be exercised and to waive or accelerate the lapse, in whole or in part, of any restriction or condition with respect to such
Award, including, but not limited to, any restriction or condition with respect to the vesting or exercisability of an Award following
termination of any grantee’s employment or other relationship with the Company; (vi) establish objectives and conditions
(including, without limitation, vesting criteria), if any, for earning Awards and determining whether such objectives and conditions
have been satisfied; (vii) determine the Fair Market Value of the Common Stock from time to time in accordance with the Plan; and
(viii) for any purpose, including but not limited to, qualifying for preferred tax treatment under foreign tax laws or otherwise
complying with the regulatory requirements of local or foreign jurisdictions, to establish, amend, modify, administer or terminate
sub-plans, and prescribe, amend and rescind rules and regulations relating to such sub-plans.


 





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The Administrator shall
have full power and authority, in its sole discretion, to administer and interpret the Plan, Grant Agreements and all other documents
relevant to the Plan and Awards issued thereunder, and to adopt and interpret such rules, regulations, agreements, guidelines and
instruments for the administration of the Plan and for the conduct of its business as the Administrator deems necessary or advisable.


 


(c)          Non-Uniform
Determinations. The Administrator’s determinations under the Plan (including, without limitation, determinations of the
persons to receive Awards, the form, amount and timing of such Awards, the terms and provisions of such Awards and the Grant Agreements
evidencing such Awards) need not be uniform and may be made by the Administrator selectively among persons who receive, or are
eligible to receive, Awards under the Plan, whether or not such persons are similarly situated.


 


(d)          Limited
Liability. To the maximum extent permitted by law, no member of the Administrator shall be liable for any action taken or decision
made in good faith relating to the Plan or any Award thereunder.


 


(e)          Indemnification.
To the maximum extent permitted by law and by the Company’s charter and by-laws, the members of the Administrator shall be
indemnified by the Company in respect of all their activities under the Plan.


 


(f)          Effect
of Administrator’s Decision. All actions taken and decisions and determinations made by the Administrator on all matters
relating to the Plan pursuant to the powers vested in it hereunder shall be in the Administrator’s sole discretion and shall
be conclusive and binding on all parties concerned, including the Company, its stockholders, any participants in the Plan and any
other employee of the Company, and their respective successors in interest.


 


4.          Shares
Available for the Plan; Maximum Awards. Subject to adjustments as provided in Section 7(d) of the Plan, the shares of
Common Stock that may be issued with respect to Awards granted under the Plan shall not exceed an aggregate of 300,000 shares of
Common Stock over the life of the Plan as described in Section 7(l) below. The Company shall reserve such number of shares for
Awards under the Plan, subject to adjustments as provided in Section 7(d) of the Plan. If any Award, or portion of an Award,
under the Plan expires or terminates unexercised, becomes unexercisable or is forfeited or otherwise terminated, surrendered or
canceled as to any shares, or if any shares of Common Stock are repurchased by or surrendered to the Company in connection with
any Award (whether or not such surrendered shares were acquired pursuant to any Award), or if any shares are withheld by the Company,
the shares subject to such Award and the repurchased, surrendered and withheld shares shall thereafter be available for further
Awards under the Plan, but only to the extent permitted by applicable law.


 





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5.          Participation.
Awards shall be limited to such employees of the Company or of any current or hereafter existing “parent corporation”
or “subsidiary corporation,” as defined in Code sections 424(e) and (f), respectively, of the Company, as may be selected
by the Administrator from time to time. No Awards may be made to non-employee directors or consultants of the Company,
or any Affiliate of the Company, under the Plan.


 


6.          Awards.
The Administrator, in its sole discretion, shall establish the terms of all Awards granted under the Plan. Each Award shall be
evidenced by a Grant Agreement, and each Award shall be subject to the terms and conditions provided in the applicable Grant Agreement.
The Administrator may permit or require a recipient of an Award to defer such individual’s receipt of the delivery of Common
Stock that would otherwise be due to such individual by virtue of the exercise of any Award. If any such deferral is required or
permitted, the Administrator shall, in its sole discretion, establish rules and procedures for such deferral. All Awards must have
an exercise price at least equal to Fair Market Value as of the date of grant (or such greater amount as may be required by the
Code). All Awards shall be designated as incentive stock options by the Administrator at the time of grant or in the Grant Agreement
evidencing such Award.


 


7.          Miscellaneous.


 


(a)          Withholding
of Taxes. Grantees and holders of Awards shall pay to the Company or its Affiliate, or make provision satisfactory to the Administrator
for payment of, any taxes required to be withheld in respect of Awards under the Plan no later than the date of the event creating
the tax liability. The Company or its Affiliate may, to the extent permitted by law, deduct any such tax obligations from any payment
of any kind otherwise due to the grantee or holder of an Award. In the event that payment to the Company or its Affiliate of such
tax obligations is made in shares of Common Stock, such shares shall be valued at Fair Market Value on the applicable date for
such purposes and shall not exceed in amount the minimum statutory tax withholding obligation.


 


(b)          Loans.
To the extent otherwise permitted by law, the Company or its Affiliate may make loans to grantees to assist grantees in exercising
Awards and satisfying any withholding tax obligations.


 


(c)          Transferability.
No award granted under the Plan shall be transferable by a grantee otherwise than by will or the laws of descent and distribution.
An award may be exercised during the lifetime of the grantee, only by the grantee or, during the period the grantee is under a
legal disability, by the grantee’s guardian or legal representative.


 





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(d)          Adjustments
for Corporate Transactions and Other Events.


 


(i)          Stock
Dividend, Stock Split and Reverse Stock Split. In the event of a stock dividend of, or stock split or reverse stock split affecting,
the Common Stock, (A) the maximum number of shares of such Common Stock as to which Awards may be granted under the Plan, and (B) the
number of shares covered by and the exercise price and other terms of outstanding Awards, shall, without further action of the
Board, be appropriately adjusted to reflect such event. The Administrator may make adjustments, in its sole discretion, to address
the treatment of fractional shares and fractional cents that arise with respect to outstanding Awards as a result of the stock
dividend, stock split or reverse stock split.


 


(ii)         Non-Change
of Control Transactions. Except with respect to the transactions set forth in Section 7(d)(i), in the event of any change
affecting the Common Stock, the Company or its capitalization, by reason of a spin-off, split-up, dividend, recapitalization, merger,
consolidation or share exchange, other than any such change that is part of a transaction resulting in a Change of Control of the
Company or a Holding Company Reorganization, the Administrator, in its sole discretion and without the consent of the holders of
the Awards, may make (A) appropriate adjustments to the maximum number and kind of shares reserved for issuance or with respect
to which Awards may be granted under the Plan, in the aggregate, as provided in Section 4 of the Plan; and (B) any adjustments
in outstanding Awards, including but not limited to modifying the number, kind and price of securities subject to Awards.


 


(iii)        Change
of Control Transactions. In the event of any transaction resulting in a Change of Control of the Company, (A) outstanding Awards
will terminate upon the effective time of such Change of Control unless provision is made in connection with the transaction for
the continuation or assumption of such Awards by, or for the substitution of the equivalent awards of, the surviving or successor
entity or a parent thereof; (B) all outstanding Awards automatically shall vest and become exercisable immediately prior to the
effective time of such Change of Control, and (C) the holders of Awards under the Plan will be permitted, immediately before the
Change of Control, to exercise all portions of Awards under the Plan that are then exercisable or convertible or which become exercisable
or convertible upon or prior to the effective time of the Change of Control. If, immediately before the Change of Control, no stock
of the Company is readily tradable on an established securities market or otherwise, and the vesting of an Award or Awards pursuant
to this Section 7(d)(iii) would be treated as a “parachute payment” (as defined in section 280G of the Code),
then such Award or Awards shall not vest unless the requirements of the stockholder approval exemption of section 280G(b)(5)
of the Code have been satisfied with respect to such Award or Awards. In addition, payments in respect of Awards are subject
to and conditioned upon compliance with 12 U.S.C. Section 1828(k) and 12 C.F.R. Part 359, Golden Parachute and Indemnification
Payments.


 





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(iv)        Unusual
or Nonrecurring Events. The Administrator is authorized to make, in its sole discretion and without the consent of holders
of Awards, adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring
events affecting the Company, or the financial statements of the Company or any Affiliate, or of changes in applicable laws, regulations,
or accounting principles, whenever the Administrator determines that such adjustments are appropriate in order to prevent dilution
or enlargement of the benefits or potential benefits intended to be made available under the Plan; provided, however, that except
as expressly provided in the Grant Agreement, no such adjustment shall materially adversely affect an outstanding Award without
the consent of the grantee.


 


(v)         Holding
Company Reorganization. In connection with any Holding Company Reorganization, provision shall be made for the continuation
or assumption of all outstanding Awards by, or for the substitution of the equivalent awards of, the surviving or successor entity
in such Holding Company Reorganization (the “Holding Company”). Following any such Holding Company Reorganization,
the Holding Company shall not be required to sell or issue shares of Common Stock pursuant to an Award unless the Holding Company
has received from the grantee (A) evidence satisfactory to it that the grantee may acquire such shares pursuant to an exemption
from registration under the Securities Act, and (B) a written statement satisfactory to legal counsel for the Holding Company pursuant
to which such grantee (1) represents and warrants, among other things, that the purchase of such Common Stock pursuant to such
Award shall be for investment purposes and not with a view to resale, distribution, offering, transferring, mortgaging, pledging,
hypothecating or otherwise disposing of any such Common Stock under the circumstances which would constitute a public offering
or distribution under the Securities Act or the securities laws of any state, (2) acknowledges that the certificates representing
such shares of Common Stock may bear a legend restricting their transfer, and (3) acknowledges that the Holding Company’s
transfer agent or agents may be given instructions to stop transfer of any certificate bearing such legend. The foregoing representation
and restrictions shall not be required if (aa) an effective registration statement for such shares under the Securities Act and
any applicable state laws has been filed with the Securities and Exchange Commission and with the appropriate agency or commission
of any state whose laws apply to the transaction, or (bb) an opinion of counsel satisfactory to the Holding Company has been delivered
to the Holding Company to the effect that registration is not required under the Securities Act or under the applicable securities
laws of any state. Any determination by the Holding Company regarding the foregoing shall be final, binding, and conclusive. The
Holding Company shall not be obligated to take any affirmative action in order to cause the exercise of an Award or the issuance
of shares pursuant thereto to comply with any law or regulation or any governmental authority. The provisions of this Section 7(d)(v)
are in addition to, and not in limitation of, the provisions of Section 7(i) and Section 7(m) below.


 





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(e)          Substitution
of Awards in Mergers and Acquisitions. Awards may be granted under the Plan from time to time in substitution for awards held
by employees or officers of entities who become or are about to become employees or officers of the Company or an Affiliate as
the result of a merger or consolidation of the employing entity with the Company or an Affiliate, or the acquisition by the Company
or an Affiliate of the assets or stock of the employing entity. The terms and conditions of any substitute Awards so granted may
vary from the terms and conditions set forth herein to the extent that the Administrator deems appropriate at the time of grant
to conform the substitute Awards to the provisions of the awards for which they are substituted.


 


(f)          Other
Agreements. As a condition precedent to the grant of any Award under the Plan, the exercise of any such Award, or the delivery
of certificates for shares issued pursuant to the exercise of any such Award, the Administrator may require the grantee or the
grantee’s successor or permitted transferee, as the case may be, to become a party to a stock restriction agreement, stockholders’
agreement, voting trust agreement or other agreements regarding the Common Stock of the Company in such form(s) as the Administrator
may determine from time to time.


 


(g)          Termination,
Amendment and Modification of the Plan. The Board may terminate, amend or modify the Plan or any portion thereof at any time,
but no amendment or modification shall be made which would impair the rights of any grantee under any Award theretofore made, without
his or her consent. Notwithstanding anything to the contrary contained in the Plan, the Board may not amend or modify the Plan
or any portion thereof without stockholder approval where such approval is required by applicable law or by the rules of any securities
exchange or quotation system (e.g., Nasdaq) on which the Common Stock is listed or traded. Furthermore, notwithstanding anything
to the contrary contained in the Plan, the Administrator may not amend or modify any Award if such amendment or modification would
require the approval of the stockholders if the amendment or modification were made to the Plan.


 


(h)          Non-Guarantee
of Employment. Nothing in the Plan or in any Grant Agreement thereunder shall confer any right on an individual to continue
in the service of the Company or an Affiliate, or shall interfere in any way with the right of the Company or an Affililate to
terminate such service at any time with or without cause or notice and whether or not such termination results in (i) the
failure of any Award to vest; (ii) the forfeiture of any unvested or vested portion of any Award; and/or (iii) any other
adverse effect on the individual’s interests under the Plan.


 


(i)          Compliance
with Securities Laws. If at any time the Administrator determines that the delivery of Common Stock under the Plan is or may
be unlawful under the laws of any applicable jurisdiction, or Federal, state or foreign securities laws, the right to exercise
an Award or receive shares of Common Stock pursuant to an Award shall be suspended until the Administrator determines that such
delivery is lawful. The Company shall have no obligation to effect any registration or qualification of the Common Stock under
Federal, state or foreign laws.


 





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The Company may require
that a grantee, as a condition to exercise of an Award, and as a condition to the delivery of any share certificate, make such
written representations (including, without limitation, representations to the effect that such Common Stock is being acquired
solely for investment and that such person will not dispose of the Common Stock so acquired in violation of Federal, state or foreign
securities laws) and furnish such information as may, in the opinion of counsel for the Company, be appropriate to permit the Company
to issue the Common Stock in compliance with applicable Federal, state or foreign securities laws. The stock certificates for any
shares of Common Stock issued pursuant to the Plan may bear a legend restricting transferability of the shares of Common Stock
unless such shares are registered or an exemption from registration is available under the Securities Act and applicable state
or foreign securities laws.


 


(j)          No
Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any
kind or a fiduciary relationship between the Company and a grantee or any other person. To the extent that any grantee or other
person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right
of any unsecured general creditor of the Company.


 


(k)          Governing
Law. The validity, construction and effect of the Plan, of Grant Agreements entered into pursuant to the Plan, and of any rules,
regulations, determinations or decisions made by the Administrator relating to the Plan or such Grant Agreements, and the rights
of any and all persons having or claiming to have any interest therein or thereunder, shall be determined exclusively in accordance
with applicable federal laws and the laws of the State of Maryland without regard to its conflict of laws principles. Any
suit with respect to the Plan shall be brought in the federal or state courts in the districts which include the city and state
in which the principal offices of the Company are located.


 


(l)          Effective
Date; Termination Date. The Plan is effective as of the date on which the Plan is adopted by the Board, subject to approval
of the stockholders within twelve months before or after such date, and shall continue in effect for a term of ten (10) years,
unless earlier terminated pursuant to Section 7(g) hereof. No Award shall be granted under the Plan after the close of business
on the day immediately preceding the tenth anniversary of the effective date of the Plan, or if earlier, the tenth anniversary
of the date the Plan is approved by the stockholders, and no Award under the Plan shall have a term of more than ten (10) years.
Subject to other applicable provisions of the Plan, all Awards made under the Plan prior to such termination of the Plan shall
remain in effect until such Awards expire or have been satisfied or terminated in accordance with the Plan and the terms of such
Awards; provided, however, that no Award that contemplates exercise or conversion may be exercised or converted, and no Award that
defers vesting, shall remain outstanding and unexercised, unconverted or unvested, in each case, for more than ten years after
the date such Award was initially granted.


 





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(m)        Regulatory Restrictions. The Plan and the Company’s obligations under the Plan and any Grant Agreement
shall be subject to all applicable federal and state laws, rules and regulations, and to such approvals by any regulatory or governmental
agency as may be required. Without limiting the generality of the foregoing, (i) the Company shall not be required to sell or issue
any shares of Common Stock pursuant to any Award if the sale or issuance of such shares would constitute a violation by the individual
exercising the Award or the Company of any provision of any law or regulation of any governmental authority, including without
limitation any federal or state securities laws or regulations, and (ii) the
inability of the Company to obtain any necessary authority from any regulatory body having jurisdiction, which authority is deemed
by the Company’s counsel to be necessary to the lawful exercise or payment of any Award hereunder, shall relieve the Company
of any liability in respect of the exercise or payment of such Award to the extent such requisite authority shall have been deemed
necessary and shall not have been obtained.


 


PLAN APPROVAL:


 


Date Approved by the
Board: ___October 13, 2004__________


 


Date Approved by the
Stockholders: __May 18, 2005___________


 


Amended by the Board:
__March 27, 2013___________


 


RESTATED AS THE “HOWARD
BANCORP, INC. 2004 INCENTIVE STOCK OPTION PLAN” 


 


RESTATEMENT APPROVAL:


 


Date Restatement Approved
by the Board: __ December 14, 2005__________


 


Effective Date of
the Restatement: ___December 15, 2005___________


 


 


Amended by the Board:
__March 27, 2013___________


 


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