exv10w5



 





Exhibit 10.5




AMENDED AND RESTATED EXECUTIVE SUPPLEMENTAL

RETIREMENT PLAN AGREEMENT




     THIS AMENDED AND RESTATED EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN AGREEMENT (this “Agreement”)
is made and entered into as of this 13th day of December, 2006, by and between Sandy Spring Bank, a
Maryland corporation, with its main office in Olney, Maryland (the “Bank”), and John G. Warner (the
“Executive”).



     WHEREAS, the Executive and County National Bank (“CNB”) are parties to an Executive
Supplemental Retirement Plan Agreement originally effective as of June 3, 2002 (the “SERP”);



     WHEREAS, the Bank and CNB have executed an Agreement and Plan of Merger; and




     WHEREAS, upon the effectiveness of the merger of CNB into the Bank (the “Merger”), the
Executive and the Bank desire to amend and restate the SERP in its entirety, as hereinafter
provided.



     NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is
agreed as follows:



     1. Amendment and Restatement. This Agreement is conditioned upon, and shall not take
effect until, the Merger is effective, in which event, as of the effective date of the Merger, this
Agreement shall amend and restate the SERP in its entirety.



     2. Payments Upon Retirement. Upon the Executive’s termination of employment from the
Bank for any reason, other than death, the Executive shall receive 120 equal monthly payments,
without interest or other earnings, of $1,506.56 each, the first of which shall be paid 30 days
after the date of the Executive’s termination of employment.



     3. Payments Upon Death. In the event of the death of the Executive, the following
provisions shall be applicable:



          A. If the Executive shall die before any payments are made pursuant to Section 2, no
payments shall be made pursuant to Section 2, and in lieu thereof, a death benefit in the amount of
$180,787 shall be payable.




          B. If the Executive shall die after installment payments have commenced pursuant to
Section 2, no further payments shall be made pursuant to Section 2, and in lieu thereof, a death
benefit in the amount of $180,787, reduced by the aggregate amount of all installments paid
pursuant to Section 2, shall be payable.




          C. A payment pursuant to Section 3A or 3B shall be made in a lump sum and shall be
paid to the executor of the Executive’s estate no later than 60 days after the date of the
Executive’s death.




     4. Obligations To Be Unsecured. The Bank and the Executive understand and agree that
the Bank’s obligations under this Agreement shall not be secured in any manner and that the
Executive’s rights hereunder shall be treated in the same manner as the rights of any other
unsecured creditor of the Bank. Accordingly, the Bank shall not be required to reserve or
otherwise set aside, physically or legally, any funds for the payment of its obligations hereunder.
Neither the Executive, nor any other person shall be deemed to have any property interest, legal
or equitable, in any specific asset of the Bank as a result of entering into this Agreement and, to
the extent that any person acquires any rights to receive payment under the provisions of this
Agreement, such rights shall be no greater than, nor shall they have any preference or priority
over, the rights of any unsecured creditor of the Bank.



     5. Non-Alienation Provision. Neither the Executive nor any other person or persons
who may become entitled to payment of any amount under this Agreement shall have any right to
anticipate, commute, pledge, encumber, alienate, sell, transfer, assign or otherwise dispose of the
right to receive payments hereunder, all



 









 







of which payments and the rights thereto are expressly hereby declared to be non-assignable
and not subject to the debts, contracts, liabilities, engagements or torts of the Executive or such
persons.



     6. Withholding of Taxes. The Bank shall have the right to withhold from all amounts
payable pursuant to this Agreement any Federal, state, local or other taxes of any kind required by
law to be withheld.



     7. Right of Set-Off. By execution of this Agreement, the Executive consents to a
deduction from any amounts the Bank may owe the Executive pursuant to this Agreement, any and all
amounts owed by the Executive to the Bank at the time that payment from the Bank to the Executive
is due.



     8. No Employment Rights. This Agreement shall not constitute an agreement of
employment and does not give the Executive the right to continue in the employ of the Bank or
otherwise interfere with the right of the Bank to terminate the employment of the Executive at any
time.



     9. Amendments. This Agreement shall not be amended, modified or terminated otherwise
than by a written agreement executed by the parties hereto or their respective successors, assigns
and legal representatives.



     10. Notices. All notices and other communications hereunder shall be in writing and
shall either be hand delivered, with receipt therefor, or sent by Federal Express or other
nationally recognized courier, or by certified or registered mail, postage prepaid, return receipt
requested, to the Executive at his most recent address shown on the Bank’s records, and to the
Bank, at the Bank’s principal office. A notice that is sent by Federal Express or other nationally
recognized courier or that is sent by certified or registered mail will be deemed given on the
earlier of the date the notice is received by the addressee or five (5) business days after the
date the notice is delivered to the designated address. Either party may change the address to
which notices or other communications are to be delivered to them hereunder by giving written
notice to the other party as provided in this paragraph.



     11. Headings. Section headings and numbers have been inserted for convenience of
reference only and in no way define or limit the scope or content of this Agreement or in any way
affect the interpretation of its provisions.



     12. Entire Agreement. This Agreement contains all of the terms and conditions agreed
upon by the parties with respect to the subject matter hereof and supersedes all prior agreements,
arrangements and communications between the parties (including, without limitation, the SERP and
any and all amendments thereto) concerning such subject matter whether oral or written.



     13. Applicable Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Maryland, without regard to conflicts of laws principles thereof.



     14. Severability. The provisions of this Agreement shall be deemed severable, and the
invalidity of any portion hereof shall not affect the validity of the remainder thereof.



     15. Binding Agreement. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto, and their respective heirs, legatees, beneficiaries, personal
representatives and other legal representatives, successors and assigns.



     16. Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed an original, but both of which together shall constitute one and the same instrument.



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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first set
forth above.



	 	 	 	 	 
	 	SANDY SPRING BANK, a Maryland corporation

 	 
	 	By:  	/s/ Hunter R. Hollar
 	 
	 	Title: President and CEO 	 
	 	 	 	 
	 
	 	EXECUTIVE

 	 
	 	/s/ John G. Warner
 	 
	 	John G. Warner 	 
	 	 	 
	 




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