EMPLOYMENT SEPARATION AGREEMENT


 


THIS EMPLOYMENT SEPARATION
AGREEMENT ("Agreement") is made and entered into by, between and among JEFFREY A.WELCH ("Employee") and SANDY
SPRING BANCORP, INC., a Maryland corporation and registered bank holding company, and SANDY SPRING BANK, a Maryland corporation
and chartered commercial bank and trust company, (collectively herein "Employer" or “Bank”) as of October
3, 2013 and is effective the 27th day of August, 2013 (“Effective Date”).


 


IN CONSIDERATION OF the mutual promises
and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties mutually agree as follows:


 


		1.	Separation from Employment. Employee's last
day of employment was August 27, 2013. As of the date of this Agreement, Employee is relieved of any and all daily job related
duties.



 


		2.	Payments to Employee.



A. Separation
Pay. In recognition of Employee’s service, and in consideration of the promises and mutual covenants contained in this
Agreement, the Bank shall pay Employee his current base salary for a period of twelve (12) months ending on August 29, 2014. Such
payments shall be made by automatic deposit to Employee’s checking account on the Bank’s regular bi-weekly payroll
dates. The first payment will be made on the first regular payroll date after the expiration of the Revocation Period (as defined
in Section 12 of this Agreement).


 


			B. Executive Incentive Retirement Plan (EIRP). Employer acknowledges and agrees to pay Employee,
in accordance with the terms and provisions of EIRP, all sums that may be due to Employee.
	 	 	 
	 	 	C. Out-Placement
Services. Employer agrees to provide, at Employer’s expense, executive out-placement services for a period of twelve
months, or until Employee obtains full time employment, whichever occurs sooner.






			D. The foregoing payments constitute all compensation due and payable to Employee. All payments
will be made out of the general assets of the Bank and are subject to tax withholdings and deductions as required by law.
	 	 	 



			E. Employer acknowledges its obligation to indemnify Employee and to provide related liability
insurance for third-party allegations involving conduct while employed by Employer. Employee and Employer agree that such obligation
shall expire on August 27, 2018.



 


		3.	Additional Consideration. Employee acknowledges
the payment of the monies referenced herein and agrees that said payment is legal consideration and is in addition to anything
of value to which Employee already is entitled to receive.



 


		4.	Benefit Plans. Employee’s health and welfare
benefit plan participation, existing as of August 27, 2013, will continue until August 29, 2014, or until Employee obtains full
time employment, whichever occurs sooner, and subject to Employee’s rights under COBRA to make self-payments thereafter
to continue group health coverage. Long-term care coverage will continue through August 31, 2013. After such time, Employee will
have the right to extend coverage at his own expense. Long term disability plan participation shall terminate effective August
31, 2013. Group life insurance policy participation (1 x salary) shall terminate effective August 31, 2013, unless Employee elects
to self-pay for conversion of the group life insurance policy.



 






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5. References for Employee. The Employer
agrees to provide Employee, upon the effectiveness of this agreement as set out in Section 12, ten originals of the attached Exhibit
1 addressed: “To Whom It May Concern.” Employee shall direct prospective employers seeking oral information regarding
prior employment with the Bank to contact Daniel J. Schrider, who will respond in a manner fully consistent with the content of
Exhibit 1.


 


		6.	General Release and Forbearance Agreement.



 


A. Employee accepts
the above specified monetary payment in full and complete satisfaction of any and all claims of any kind or description that he
may have, or may have had, against Employer to the date of the execution of this Agreement and does hereby irrevocably, fully and
finally release, remise, quit claim and forever discharge Employer, its subsidiaries, affiliates, officers, directors, agents,
successors, assigns and/or employees from any and all liability for such claims.


 


B. In consideration
for Employee’s release of claims, and other good and valuable consideration, Employer releases, acquits and forever discharges
Employee from any and all claims, liabilities, obligations, agreements, damages, known or unknown, that it may have, or may have
had against Employee to Effective Date, and does hereby fully and finally release, remise, quit claim and forever discharge Employee
from any and all liability for such claims.


 


C. The effect of Employee
signing this Agreement is to prevent Employee from suing Employer, its subsidiaries, affiliates, officers, directors, agents, successors,
assigns and/or employees under:


 


		(i)	any employment relations laws;



		(ii)	any state, federal or local law, regulation or executive
order, prohibiting discrimination on account of age, race, color, sex, sexual orientation, national origin, religion, handicap
or veterans status, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991;
the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act;
the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act;
the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and
Medical Leave Act; the Sarbanes-Oxley Act of 2002; the Maryland Fair Employment Practices Act, the Maryland Equal Pay Act, and
the Maryland Discrimination on the Basis of Medical Information Act;



 






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		(iii)	the Age Discrimination in Employment Act of 1967, as
amended (ADEA);



		(iv)	any common law, including without limitation, claims
arising from any contract or tort law;



		(v)	any law regulating the provision of employee benefits,
or under any Employer benefit plan;



		(vi)	any public policy, law or equity or claims for expenses,
attorneys' fees, or other monetary or equitable relief or any other claim arising out of, or related to Employee's employment
with, or termination from Employer,



		(vii)	any contract claimed as a result of an Employer policy,



		(viii)	any other claim, howsoever stated, arising out of Employee's
employment with Employer or termination of employment with Employer from the date of first employment to the date of this Agreement.



 


D. This Agreement is
not intended to prevent Employee from receiving any benefit to which Employee would otherwise have a non-forfeitable right to receive
under the Sandy Spring Bancorp, Inc., Cash and Deferred Profit Sharing [401(k)] Plan.


 


E. Except to enforce
the terms of this Agreement, Employee agrees to refrain from filing any charge, complaint, civil action, litigation or proceeding
of any nature or description (or from participating in any purported class action) against Employer, its subsidiaries, officers,
directors, agents, successors, assigns and/or employees in any judicial, administrative or other forum, including but not limited
to the U.S. Equal Employment Opportunity Commission, the U.S. Department of Labor, or similar state or local agency, for any matter
arising out of Employee's employment with Employer which is satisfied or released hereunder.


 


7. Return of Property
and Confidential Information.


 


A. Employee will not
either directly or indirectly, use, disclose, transmit, or communicate to any person or entity any trade secret, or confidential
or proprietary information or documents of the Bank. For purposes of this Agreement, "trade secret or confidential or proprietary
information or documents" means any information or document concerning the Bank which Employee learned of, or came into possession
of, during the course of employment and which is not generally known and available to public sources outside the Bank. Such information
or documents include, without limitation, client lists and information, as well as documents and information, whether written or
otherwise, regarding the Bank's earnings, expenses, plans, strategies, prospective and executed contracts, policy statements and
procedure manuals, compilations, abstracts or summaries, software programs and related materials and all other business documents.
“Document” means any form of business record including electronically stored information.


 


B. Employee represents
that he returned all property to the Bank, including all documents and information (in whatever
form) and all copies thereof. He will promptly return any property of the Bank that may come into his possession in the future,
and he will make no copies thereof. He will not, either directly or indirectly, use, disclose, transmit, or communicate in any
manner any of the Bank's documents or information.


 






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C. Employee has reimbursed
the Bank for all presently known personal telephone calls, credit card charges, and other expenses, and further agrees to reimburse
the Bank for any such personal expenses that may become known or due.


 


8.No Disparagement or Adverse
Action. Effective immediately, Employee and Employer, on behalf of its senior officers and employees, agree that they each
will not make any disparaging or derogatory statements, whether oral or written, or cause or encourage others to make any
statements, oral or written, that defame, disparage or in any way criticize the personal or business reputation, practices or conduct
of the other.  Employee will not make any statement or take any action which could encourage any customer, supplier, or
contractor of the Bank, or any person or entity which has referred business to the Bank, to discontinue, in whole or in part, such
relations or business with or referral to the Bank, or discourage future relations, business or referrals. Employee will not make
any statement or take any action that could encourage or result in the resignation of any employee of the Bank.


 


9.Non-Disclosure. Unless
Employer has made prior public disclosure of this Agreement, Employee will not communicate any information concerning this Agreement
(or even the fact that it is entered into) to anyone other than his immediate family members, his accountant, or his attorney,
all of whom shall be bound by Employee’s duty of confidentiality and shall keep it confidential. Disclosure by any such person
shall constitute a breach of this Agreement for which Employee shall be responsible.


 


		10.	Remedies for Breach.



 


A. In the event
of a disclosure prohibited by this Agreement or if Employee breaches any commitment made in this Agreement other than a commitment
which is related to a claim under the ADEA, then, in addition to any other rights the Bank may have: (a) Employee agrees that no
further payments under this Agreement shall be due and the Bank shall have the right, if it so elects, to institute and prosecute
proceedings in any court of competent jurisdiction, either in law or equity, to obtain monetary damages for all sums paid pursuant
hereto, or such other relief deemed appropriate, to enforce specific performance of the Agreement by Employee or to enjoin Employee
from violating any of the terms of this Agreement, or to recover the payments set forth in Section 2 of this Agreement and (b)
Employee hereby specifically agrees he shall pay the Bank's attorney's fees and other costs incurred by the Bank in connection
with the breach or a threatened breach, including, but not limited to, seeking to recover such payments and/or to obtain injunctive
relief with respect to the breach or any subsequent breach.


 


B. In the event Employee
breaches any commitment made in this Agreement which is related to a claim under the ADEA, then to the extent permitted by the
ADEA, Employee agrees that Bank shall have the rights set forth in (a) and (b) of the preceding paragraph of this Section.


 


11.Binding Legal Effect.
EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT HAS BEEN REACHED BY THE MUTUAL AND PURELY VOLUNTARY AGREEMENT OF THE PARTIES
AND THAT IT HAS BINDING LEGAL EFFECT; THAT HE HAS BEEN ADVISED, VIA THIS AGREEMENT, THAT HE IS FREE TO DISCLOSE THIS AGREEMENT
TO LEGAL COUNSEL OF HIS CHOICE AND OF THE ADVISABILITY OF DOING SO; THAT, IN FACT, HE HAS CONSULTED WITH LEGAL COUNSEL OF HIS OWN
CHOOSING; THAT HE HAS UP TO 21 DAYS TO DECIDE WHETHER TO SIGN THE AGREEMENT. EMPLOYEE ACKNOWLEDGES AND BY HIS SIGNATURE HERETO
AGREES THAT THE TERMS OF THIS AGREEMENT HAVE BEEN COMPLETELY READ AND ARE FULLY UNDERSTOOD AND VOLUNTARILY ACCEPTED FOR THE PURPOSES
SET FORTH HEREIN.


 






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12. Revocation Period.
EMPLOYEE MAY UNILATERALLY REVOKE THIS AGREEMENT WITHIN SEVEN (7) DAYS FROM THE DATE OF HIS EXECUTION OF THE AGREEMENT, IN WHICH
CASE THIS AGREEMENT SHALL BE NULL AND VOID. Any notice of revocation must be mailed or hand delivered to:


 





	R.E. Kuykendall, General Counsel
	Sandy Spring Bank
	17801 Georgia Avenue
	Olney, MD 20832


 










This Agreement shall become effective and
enforceable after the revocation period. Unless required by law or the terms of any applicable plan or arrangement, the Bank will
not make any payments hereunder until the revocation period has expired.


 


13. Section 409A
Provisions. It is intended that each payment or installment of payments provided under this Agreement is a separate “payment”
for purposes of Section 409A of the Internal Revenue Code and that the payments satisfy, to the greatest extent possible, the exemptions
from the application of Section 409A, including those provided under Treasury Regulations 1.409A-1(b)(4) (regarding short-term
deferrals), 1.409A-1(b)(9)(iii) (regarding the two-times, two year exception), and 1.409A-1(b)(9)(v) (regarding reimbursements
and other separation pay). Notwithstanding the foregoing, Employer does not warrant that any payments provided herein will qualify
for favorable treatment under Section 409A.


 


14.Miscellaneous Provisions.


 


A. Employee acknowledges
and agrees that Employer denies any wrongdoing in whole, or in part, and that the payment acknowledged in this Agreement is made
without the admission of any wrongdoing, but that the same is specifically denied.


 


B. This Agreement contains
the complete understanding of the parties and supersedes all other agreements between them regarding rights arising out of or related
to employment including the termination of such employment, including, but not limited to that certain Change-in-Control Agreement
dated March 9, 2012, as amended. The Bank has made no representations or promises to Employee except as set forth herein.


 


C. This Agreement may
be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.


 






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D. The headings of this
Agreement are inserted for convenience only and shall not constitute a part hereof.


 


E. If any provision
of this Agreement is determined to be invalid or unenforceable, the parties agree that the invalid or unenforceable provision shall
be modified to the minimum extent necessary so that the rights and obligations of the parties under the Agreement are preserved
to the fullest extent permitted by law.


 


F. The Agreement shall
bind Employee, his agents, next of kin, executors, administrators, and representatives and is made for, and shall inure to the
benefit of, the Bank and its subsidiaries, affiliates, directors, officers, employees, agents, predecessors, successors and assigns.


 


G. The masculine form
shall include the feminine form and the singular form shall include the plural form and vice versa, whenever the context requires.


 


H. This Agreement shall
be governed by Maryland law.


 


I. Employer shall reimburse
Employee for reasonable attorney’s fees incurred in connection with the successful enforcement by Employee of the obligations
of Employer to Employee under this agreement. Successful enforcement shall mean the grant of an award of money or the requirement
that Employer take some action specified in this agreement (i) as a result of a court order, or (ii) otherwise following the failure
of Employer to pay such money or take such action promptly after written demand therefore is received from Employee stating the
reason such money or such action is due under the agreement at or prior to the time of such demand.


 


WITNESS the following
signatures and seals.


 








	 	EMPLOYEE:	 
	 	 	 
	 	 	 
	 	/s/ Jeffrey A. Welch                      (Seal)	 
	 	Jeffrey A. Welch	 
	 	 	 
	 	 	 
	 	 	 
	 	EMPLOYER:	 
	 	 	 
	Attest:	Sandy Spring Bancorp, Inc.	 
	 	and Sandy Spring Bank	 
	 	 	 
	 	 	 
	Attest:	By: /s/ Daniel J. Schrider                	 
	 	Daniel J. Schrider	 
	 	President and Chief Executive Officer

 of Bancorp and Bank	 







 













 






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