EXHIBIT
10.SS


 


MERCANTILE
BANKSHARES CORPORATION


 


OPTION
AGREEMENT


 


This Option Agreement is
entered into as of this     day of
                   ,
2004, by and between Mercantile Bankshares Corporation (“MBC”), a Maryland
corporation, and
                                                           
(“Grantee”).


 


ARTICLE 1


 


DEFINITIONS


 


For purposes of this
Agreement, the definitions set forth in Sections 1.1 through 1.18 shall be
applicable.


 


Section 1.1
Affiliate. “Affiliate”
shall mean: (i) any corporation in which MBC owns, directly or indirectly,
within the meaning of §424(f) of the Code, fifty percent (50%) or more of the
total combined voting power of all classes of stock of such corporation on a
Grant Date; and (ii) any parent corporation of MBC, within the meaning of
§424(e) of the Code.


 


Section 1.2
Agreement. “Agreement”
shall mean this Option Agreement and shall include the Plan, which is hereby
incorporated into and made a part of the Agreement.


 


Section 1.3
Anniversary Date.  “Anniversary Date” shall mean March 3rd
of each of the first three years after the Grant Date.


 


Section 1.4 Board. “Board” shall mean the Board of
Directors of MBC.


 


Section 1.5 Code. “Code” shall mean the Internal Revenue
Code of 1986, as amended, and any regulations issued thereunder.


 


Section 1.6
Committee. “Committee”
shall mean the Committee appointed pursuant to Section 3.3 of the Plan.


 


Section 1.7
Disability. “Disability”
shall mean Grantee’s inability to engage in any substantial gainful activity,
by reason of any medically determined physical or mental impairment that may be
expected to result in death or that has lasted or may be expected to last for a
continuous period of not less than twelve (12) months, as determined by the


 


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Committee based on proof
of the existence of such disability in such form and manner and at such times
as the Committee may require.


 


Section 1.8 Exercise
Date. “Exercise
Date” shall mean the date on which the Committee receives the written notice
required under Section 3.2 of this Agreement that Grantee has exercised the
Option.


 


Section 1.9 Fair
Market Value. “Fair
Market Value” of a share of Stock on the Grant Date or Exercise Date, as the
case may be, shall be calculated in accordance with the Plan, in good faith in
accordance with the Code.


 


Section 1.10 Grant
Date. “Grant Date”
shall mean March 3, 2004.


 


Section 1.11
Incentive Stock Option. “Incentive Stock Option” shall mean an option as defined in §422(b)
of the Code.


 


Section 1.12 Normal
Retirement Date.  “Normal Retirement Date” shall mean the first
day of the month coincident with or next following the date on which Grantee
attains age sixty-five (65).


 


Section 1.13 Option. “Option” shall mean an option to
acquire Stock and, to the fullest extent permitted by the Code and other
applicable law, shall mean an Incentive Stock Option.


 


Section 1.14 Option
Amount. “Option
Amount” shall mean
                            
shares of Stock.


 


Section 1.15 Option
Price. “Option
Price” shall mean the price per share of Stock at which the Option may be
exercised.


 


Section 1.16 Plan. “Plan” shall mean the Mercantile
Bankshares Corporation 1999 Omnibus Stock Plan.


 


Section 1.17
Retirement.  “Retirement” shall mean early or normal
retirement in accordance with the terms of The Cash Balance Plan for Employees
of Mercantile Bankshares Corporation and Participating Affiliates, as it may
exist from time to time, or any successor plan.


 


Section 1.18 Stock. “Stock” shall mean shares of MBC’s
authorized but unissued common stock.


 


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ARTICLE 2


 


GRANT OF
OPTION


 


Section 2.1 Grant of
Option.  On the Grant Date, MBC, pursuant to the Plan,
granted to Grantee an Option to purchase shares of Stock, not to exceed the Option
Amount, at an Option Price of $45.25 per share. 
To the fullest extent permitted by the Code and other applicable law,
the Option shall be an Incentive Stock Option.


 


Section 2.2 Term of
Option.  The Option granted pursuant to Section 2.1
shall expire on March 2, 2014, unless and to the extent that the Option
terminates earlier pursuant to other provisions of this Agreement.


 


ARTICLE 3


 


EXERCISE
OF OPTION


 


Section 3.1
Exercisability of Option.  The Option shall become
exercisable in three equal installments commencing on the first Anniversary
Date, unless and to the extent the Option has earlier terminated pursuant to
the provisions of this Agreement, as follows:


 


	
  Anniversary
  Date

  	
   

  	
  Percentage of Option

  Amount Becoming Exercisable

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  March 3, 2005

  	
   

  	
  33
  1/3

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  March 3 2006

  	
   

  	
  33
  1/3

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  March 3, 2007

  	
   

  	
  33
  1/3

  	
  %

  



 


Section 3.2 Manner
of Exercise.  The Option may be exercised, in whole or in
part, by delivering written notice to the Committee in such form as the
Committee may require from time to time. 
Such notice shall specify the number of shares of 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 Stock as to which the Option
is being exercised.  Payment of the
Option Price may be made either in cash or shares of Stock (including shares of
Stock acquired upon the exercise of an option which have been held by the
Grantee for at least six (6) months (or for such lesser period as may be
determined by the Committee)) having a total Fair Market Value on the Exercise
Date equal to the Option Price multiplied


 


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by the number of shares
of Stock as to which the Option is being exercised.  To the extent permitted by applicable law,
payment may also be made by delivery of a properly executed notice of exercise
with irrevocable instructions to a securities broker to sell, and to deliver to
MBC the sales proceeds from, a sufficient portion of the Stock subject to the
Option to pay the exercise price and any tax withholding.  The Option may be exercised only in multiples
of whole shares and no partial shares shall be issued.  The minimum number of shares of Stock for
which the Option may be exercised shall be the lesser of one hundred (100)
shares or the entire number of shares for which the Option is exercisable on
the Exercise Date.


 


Section 3.3 Issuance
of Shares and Payment of Cash upon Exercise.  Upon exercise
of the Option, in whole or in part, in accordance with the terms of this
Agreement, and upon payment of the Option Price for the shares of Stock as to
which the Option is exercised, MBC shall issue to Grantee the number of shares
of Stock so paid for, in the form of fully paid and non-assessable Stock.


 


Section 3.4 Loan or
Guaranty.  Solely at the discretion of the Committee (to
the extent permitted by law), and upon Grantee’s written request, MBC may, but
shall not be required to, assist Grantee in the exercise of the Option by
making a loan to Grantee or by guaranteeing a third-party loan to Grantee.  Such a loan or guaranty shall be conditioned
upon prior receipt by the Committee of satisfactory assurances of Grantee’s net
worth and repayment ability, and compliance with all applicable laws.  Subject to Regulation U of the Federal
Reserve Board, any such loan or guaranty may be in an amount up to one hundred
percent (100%) of the Option Price of the shares of Stock as to which the
Option is being exercised.  All loans
shall bear interest at a rate determined by the Committee based upon loans of
similar maturity, but in no event shall the interest rate be less than the rate
necessary to avoid the imputation of interest or original issue discount under
the provisions of the Code.  All other
terms of any loan or guaranty (including terms of repayment) shall be
established by the Committee, subject to Regulation U of the Federal Reserve
Board and all other applicable federal and state laws and regulations.


 


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ARTICLE 4


 


TERMINATION
OF EMPLOYMENT


 


Section 4.1
Termination of Employment For Reason Other Than Death, Disability or Retirement. 
The Option granted to Grantee shall terminate with respect to any shares
of Stock as to which the Option has not been exercised as of the date Grantee
is no longer employed by either MBC or an Affiliate for any reason other than
Grantee’s death, Disability or Retirement, whether or not the Option was
exercisable on such date.


 


Section 4.2 Upon
Grantee’s Death.  In the event that upon Grantee’s date of
death any portion of the Option is exercisable, then Grantee’s executor,
personal representative or the person to whom the Option shall have been
transferred by will or the laws of descent and distribution, as the case may
be, may exercise all or any part of the portion of the Option exercisable as of
the date of death, provided such exercise occurs within twelve (12) months
after the date Grantee dies, but not later than the end of the stated term of
the Option.  Upon Grantee’s death, the
portion of the Option, if any, that has not become exercisable as of the date
of Grantee’s death shall terminate on the date of Grantee’s death.


 


Section 4.3  Termination of Employment By Reason of
Disability.  In the event that Grantee ceases to be an employee
of MBC or an Affiliate by reason of Disability, the portion of the Option, if
any, that has become exercisable as of the date of Disability may be exercised
in whole or in part at any time on or after the date of Disability, but not
later than the end of the stated term of the Option or as otherwise provided by
the provisions of Section 4.2 of this Agreement.  Upon Grantee’s termination of employment by
reason of Disability, the portion of the Option, if any, that has not become
exercisable as of the date of Disability shall terminate on the date of
Disability.


 


Section 4.4  Termination of Employment By Reason of
Retirement.


 


(a)                                  Early Retirement.


 


(i)                                     Exercisable Portion of Option. 
In the event that Grantee ceases to be an employee of MBC or an Affiliate
by reason of Retirement at any time prior to Grantee’s Normal Retirement Date,
the portion of the Option, if any, that has become exercisable as of the date
of Retirement may be exercised in whole or in part at any time on


 


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or after the date of
Retirement, but not later than the end of the stated term of the Option or as
otherwise provided by the provisions of Section 4.2 of this Agreement.


 


(ii)                                  Non-exercisable Portion of Option.  In the event that Grantee ceases
to be an employee of MBC or an Affiliate by reason of Retirement at any time
prior to Grantee’s Normal Retirement Date, the portion of the Option, if any,
that has not become exercisable as of the date of Retirement shall terminate on
the date of Retirement.


 


(b)                                 Normal Retirement. 
In the event that Grantee ceases to be an employee of MBC or an
Affiliate by reason of Retirement on or after Grantee’s Normal Retirement Date,
the entire outstanding portion of the Option (not including any portion of the
Option that has terminated pursuant to other provisions of this Agreement), if
any, may be exercised in whole or in part, regardless of whether it was
otherwise exercisable as of the date of Retirement, at any time on or after the
date of Retirement, but not later than the end of the stated term of the Option
or as otherwise provided by the provisions of Section 4.2 of this
Agreement.


 


ARTICLE 5


 


MISCELLANEOUS


 


Section 5.1
Non-Guarantee of Employment.  Nothing in
the Plan or this Agreement shall be construed as a contract of employment
between MBC (or an Affiliate) and Grantee, or as a contractual right of Grantee
to continue in the employ of MBC or an Affiliate, or as a limitation of the
right of MBC or an Affiliate to discharge Grantee at any time.


 


Section 5.2 No
Rights of Stockholder.  Grantee shall not have any of
the rights of a stockholder with respect to the shares of Stock that may be
issued upon the exercise of the Option until such shares of Stock have been
issued to him upon the due exercise of the Option.


 


Section 5.3 Notice
of Disqualifying Disposition.  If Grantee
makes a disposition (as that term is defined in §424(c) of the Code) of any
shares of Stock acquired pursuant to the exercise of an Incentive Stock Option
within two (2) years of the Grant Date or within one (1) year after the shares
of Stock are transferred to Grantee, Grantee shall notify the Committee of such
disposition in writing.


 


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Section 5.4
Withholding Taxes.  MBC or any Affiliate shall have the right to
deduct from any compensation or any other payment of any kind (including
withholding the issuance of shares of Stock) due Grantee the amount of any
federal, state or local taxes required by law to be withheld as the result of
the exercise of the Option or the disposition (as that term is defined in
§424(c) of the Code) of shares of Stock acquired pursuant to the exercise of
the Option.  In lieu of such deduction,
MBC may require Grantee to make a cash payment to MBC or an Affiliate equal to
the amount required to be withheld.  If
Grantee does not make such payment when requested, MBC may refuse to issue any
Stock certificate under the Plan until arrangements satisfactory to the Committee
for such payment have been made.


 


Section 5.5
Nontransferability of Option.  Except as
otherwise determined by the Committee, the Option shall be nontransferable
otherwise than by will or the laws of descent and distribution, and during the
lifetime of Grantee, the Option may be exercised only by Grantee or, during the
period Grantee is under a legal disability, by Grantee’s guardian or legal
representative.


 


Section 5.6
Agreement Subject to Charter and By-Laws.  This
Agreement is subject to the Charter and By-Laws of MBC, and any applicable
federal or state laws, rules or regulations.


 


Section 5.7 Gender. 
As used herein the masculine shall include the feminine as the
circumstances may require.


 


Section 5.8 Headings. 
The headings in this Agreement are for reference purposes only and shall
not affect the meaning or interpretation of the Agreement.


 


Section 5.9 Notices. 
All notices and other communications made or given pursuant to this
Agreement shall be in writing and shall be sufficiently made or given if hand
delivered or mailed by certified mail, addressed to Grantee at the address
contained in the records of MBC or an Affiliate, or to MBC for the attention of
its Secretary at its principal office.


 


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ARTICLE 6


 


SCOPE
OF AGREEMENT


 


Section 6.1 Entire
Agreement; Modification.  This Agreement contains the
entire agreement between the parties with respect to the subject matter
contained herein and shall be binding upon MBC, its successors and assigns upon
Grantee and Grantee’s heirs, personal representatives and assigns.  This Agreement may be modified by the
Committee as permitted by the Plan, including modification under Section 9.3
thereof and any modification to comply with the Code or to cure any ambiguity
or to correct or supplement any provision which may be inconsistent with any
other provision or which may be otherwise defective.


 


Section 6.2
Counterparts.  This Agreement may be executed simultaneously
in one or more counterparts, each of which shall be deemed to be an original
and all of which together shall constitute one and the same instrument.  Signatures evidencing execution of this
Agreement on behalf of the Corporation may be in facsimile or photocopy form.


 


IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first above written.


 


	
  ATTEST:

  	
  MERCANTILE BANKSHARES
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
  John
  L. Unger

  	
   

  	
   

  	
  Name:

  
	
  Secretary

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WITNESS:

  	
   

  	
  GRANTEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Print
  clearly or type name)

  



 


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