Exhibit 10.3


 


 MB BANCORP, INC.


 


EMPLOYMENT AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on January 15, 2015, by and among MB
BANCORP, INC., a Maryland corporation (the “Company”), and
LAWRENCE W. WILLIAMS (the “Executive”). For purposes of this Agreement, all references to the Bank shall
mean Madison Bank of Maryland.


 


WHEREAS,
the Executive serves in a position of substantial responsibility with the Company; and


 


WHEREAS,
the Company and the Executive wish to set forth the terms of the Executive’s employment with the Company and enter into this
Agreement;


 


NOW
THEREFORE, in consideration of these premises, the mutual covenants contained herein, and other good and valuable consideration
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows.


 


ARTICLE 1


EMPLOYMENT


 


1.1           Employment.
The Company hereby employs the Executive to serve as Senior Executive Vice President of the Company according to the terms and
conditions of this Agreement and for the period stated in Section 1.3 of this Agreement. The Executive hereby accepts employment
according to the terms and conditions of this Agreement and for the period stated in Section 1.3 of this Agreement.


 


1.2           Duties.
As Senior Executive Vice President, the Executive shall report directly to the President and Chief Executive Officer of
the Company (the “Board”). The Executive shall serve the Company faithfully, diligently, competently, and to the best
of the Executive’s ability. It is contemplated by this Agreement that the Executive’s duties shall be comparable to
those presently undertaken by the Executive. The duties of employment shall include such additional executive duties on behalf
of the Company and its operations of a character in keeping with the Executive’s position as may, from time to time, be assigned
to the Executive by the President and Chief Executive Officer. The Executive shall exclusively devote full working time, energy,
and attention to the business of the Company and to the promotion of the interest of the Company throughout the term of
this Agreement. Without the prior written consent of the Board, during the term of this Agreement the Executive shall not render
services to or for any person, firm, corporation, or other entity or organization in exchange for compensation, regardless of the
form in which the compensation is paid and regardless of whether it is paid directly or indirectly to the Executive. Nothing in
this Section 1.2 shall prevent the Executive from managing personal investments and affairs, provided that doing so does not interfere
with the proper performance of the Executive’s duties and responsibilities under this Agreement.


 


1.3           Term.


 


(a)          The
term of this Agreement shall include: (i) the initial term, consisting of the period commencing on the date of this Agreement (the
“Effective Date”) and ending on the third anniversary of the Effective Date, plus (ii) any and all extensions
of the initial term made pursuant to this Section 1.3.


 




    	 



    	 



    

 


(b)          Commencing
as of the first anniversary of the Effective Date, and continuing on each anniversary of the Effective Date thereafter, the disinterested
members of the Board may extend the Agreement term for an additional year, so that the remaining term of the Agreement again becomes
thirty-six (36) months from the applicable anniversary date, unless the Executive elects not to extend the term of this
Agreement by giving proper written notice. The Board will review the Agreement and Executive’s performance annually for purposes
of determining whether to extend the Agreement term and will include the rationale and results of its review in the minutes of
the meetings. The Board will notify the Executive as soon as possible after each annual review whether it has determined to extend
the Agreement.


 


(c)          Nothing
in this Agreement shall mandate or prohibit a continuation of the Executive’s employment following the expiration of the
term of this Agreement, upon such terms and conditions as the Company and the Executive may mutually agree.


 


1.4           Service
on the Board of Directors The Executive serves as a member of the Board. The Board shall undertake every lawful
effort to ensure that the Executive continues throughout the term of this Agreement to be elected as a director of the Company,
provided the Executive remains fit to serve as a director. Notwithstanding anything in this Agreement to the contrary, unless otherwise
agreed to by the parties, the Executive agrees that he shall resign as a director of the Company effective immediately after termination
of the Executive’s employment under Article 3 of this Agreement. With respect to the preceding sentence, the Executive agrees
that his resignation as a director will be effective as of the date his employment with the Company terminates, regardless of whether
the Executive submits a formal, written resignation as director.


 


ARTICLE 2


COMPENSATION AND BENEFITS


 


2.1           Base
Salary. In consideration of the Executive’s performance of the obligations under this Agreement, the Company
shall pay or cause to be paid to the Executive a salary at the annual rate of $112,900, payable according to the regular
payroll practices of the Company. The Executive’s salary shall be subject to annual review. The Executive’s salary,
as the same may be modified from time to time, is referred to in this Agreement as the “Base Salary.” All compensation
under this Agreement shall be subject to customary income tax withholding and such other employment taxes as are imposed by law.


 


2.2           Benefit
Plans and Perquisites. For as long as the Executive is employed by the Company, the Executive shall be eligible:
(i) to participate in any and all officer or employee compensation, incentive compensation and benefit plans in effect from time
to time, including without limitation plans providing retirement, medical, dental, disability, and group life benefits and including
incentive or bonus plans existing on the date of this Agreement or adopted after the date of this Agreement, provided that the
Executive satisfies the eligibility requirements for any the plans or benefits, and (ii) to receive any and all other fringe and
other benefits provided from time to time.


 


2.3           Reimbursement
of Business Expenses. The Executive shall be entitled to reimbursement for all reasonable business expenses incurred
while performing his obligations under this Agreement, including but not limited to all reasonable business travel and entertainment
expenses incurred while acting at the request of or in the service of the Company and reasonable expenses for attendance at annual
and other periodic meetings of trade associations. Expenses will be reimbursed if they are submitted in accordance with the Company’s
policies and procedures.


 


2.4           Facilities.
The Company will furnish the Executive with the working facilities and staff customary for executive officers with the
comparable titles and duties of the Executive as set forth in Sections 1.1 and 1.2 of this Agreement and as are necessary for the
Executive to perform his duties. The


 




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location of such facilities and staff shall
be at the principal administrative offices of the Company, or at such other site or sites customary for such offices and as agreed
to by the parties.


 


2.5           Vacation.
The Executive shall be entitled to twenty (20) vacation days in accordance with policies established from time to time by the Company.
In addition to paid vacations and other leave, the Board may grant the Executive a leave or leaves of absence, with or without
pay, at such time or times and upon such terms and conditions as the board of directors may determine. The Executive shall take
his vacation at a reasonable time or times taking into consideration the needs of the Company.


 


2.6           Insurance.
The Company shall maintain or cause to be maintained liability insurance covering the Executive throughout the term of this Agreement.


 


ARTICLE 3


EMPLOYMENT TERMINATION


 


3.1           Termination
Because of Death or Disability.


 


(a)          Death.
The Executive’s employment shall terminate automatically at the Executive’s death. If the Executive dies in active
service to the Company, the Executive’s estate shall receive any sums due to the Executive as Base Salary and reimbursement
of expenses through the end of the month in which death occurs.


 


(b)          Disability.
By delivery of written notice thirty (30) days in advance to the Executive, the Company may terminate the Executive’s
employment due to the Executive’s Disability (as defined below). In the event that the Executive’s employment hereunder
terminates due to his Disability, no termination benefits shall be payable to or in respect of the Executive. For purposes of this
Agreement, “Disability” shall mean a physical or mental condition due to which the Executive shall have been absent
from his duties on a full-time basis for a twelve (12) consecutive month period. The Executive’s employment shall be deemed
to have terminated as a result of Disability on the date provided in the notice of termination provided to the Executive by the
Company. The Executive shall not be considered Disabled, however, if the Executive has returned to employment on a full-time basis
within thirty (30) days of receiving such notice.


 


3.2           Involuntary
Termination with Cause. The board of directors may, by written notice to the Executive, immediately terminate the
Executive’s employment under this Agreement at any time for Cause, in which case the Executive shall be entitled to receive
only the unpaid Base Salary that has accrued through the date of termination. The Company shall deliver to the Executive a copy
of the resolution duly adopted by the board of directors (after reasonable notice to the Executive and an opportunity for the Executive,
together with the Executive’s counsel, to be heard before the board of directors, such meeting and the opportunity to be
heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later than 30 days following
such termination), finding that the Executive was guilty of conduct constituting Cause. The notice provided to the Executive pursuant
hereto shall specify in detail the particulars of the conduct constituting Cause. If the board of directors thereafter determines
that such conduct did not constitute Cause and the Executive’s employment hereunder is reinstated, then the Executive shall
be entitled to receive back pay for the period following termination and continuing through reinstatement. If the Executive’s
employment is not reinstated as contemplated by the preceding sentence, then the termination of employment shall be deemed to have
occurred pursuant to Section 3.4 of this Agreement and the Executive shall be entitled to the compensation and benefits provided
therein. For the purposes of this Agreement “Cause” means any of the following:


 




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(1)         a
material act of personal dishonesty in performing Executive’s duties on behalf of the Company or the Bank;


 


(2)         a
willful misconduct that in the judgment of the Board will likely cause economic damage to the Company or the Bank or its affiliates
or injury to the business reputation of the Company or the Bank or their affiliates;


 


(3)         a
breach of fiduciary duty involving personal profit;


 


(4)         the
intentional failure to perform stated duties under this Agreement after written notice thereof from the board of directors;


 


(5)         a
willful violation of any law, rule or regulation (other than minor or routine traffic violations or similar offenses) that reflects
adversely on the reputation of the Company or the Bank or its affiliates, any felony conviction, any violation of law involving
moral turpitude, or any violation of a final cease-and-desist order;


 


(6)         a
material breach by the Executive of any provision of this Agreement.


 


No act, or failure to act, on the Executive’s
part shall be considered “willful” unless he has acted, or failed to act, with an absence of good faith and without
reasonable belief that his action or failure to act was in the best interest of the Company.


 


3.3           Voluntary
Termination by the Executive Without Good Reason. If the Executive terminates employment without Good Reason, the
Executive shall receive the Base Salary and expense reimbursement to which the Executive is entitled through the date on which
termination becomes effective.


 


3.4           Involuntary
Termination Without Cause and Voluntary Termination with Good Reason. With written notice to the Executive thirty
(30) days in advance, the Company may terminate the Executive’s employment without Cause. Termination shall take effect at
the end of the thirty (30) day period. With advance written notice to the Company as provided in clause (y), the Executive may
terminate employment for Good Reason. If the Executive’s employment terminates involuntarily without Cause or voluntarily
but with Good Reason, the Executive shall be entitled to the benefits specified in Article 4 of this Agreement. For purposes of
this Agreement a voluntary termination by the Executive shall be considered a voluntary termination with Good Reason if the conditions
stated in both clauses (x) and (y) of this Section 3.4 are satisfied:


 


(x)          a
voluntary termination by the Executive shall be considered a voluntary termination with Good Reason if any of the following occur
without the Executive’s written consent, and the term Good Reason shall mean the occurrence of any of the following without
the Executive’s written consent:


 


		(1)	a material diminution of the Executive’s Base Salary (unless the reduction is part of a Company-wide
or executive-level restructuring of compensation),



 


		(2)	a material diminution of the Executive’s authority,
duties, or responsibilities, or



 


		(3)	a change in the geographic location at which the Executive must perform services for the Company
by more than 25 miles from such location at the effective date.



 




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(y)          the
Executive must give notice to the Company of the existence of one or more of the conditions described in clause (x) within sixty
(60) days after the initial existence of the condition, and the Company shall have thirty (30) days thereafter to remedy the condition.
In addition, the Executive’s voluntary termination because of the existence of one or more of the conditions described in
clause (x) must occur within six (6) months after the initial existence of the condition.


 


ARTICLE 4


SEVERANCE COMPENSATION


 


4.1           Cash
Severance after Termination Without Cause or Termination for Good Reason.


 


(a)          Subject
to the possibility that cash severance after employment termination might be delayed under Section 4.1(b), if the Executive’s
employment terminates involuntarily but without Cause or if the Executive voluntarily terminates employment with Good Reason, the
Executive shall for thirty-six (36) months and in accordance with the Company’s regular pay practices continue to
receive the Base Salary in effect at termination of employment. However, the Company and the Executive acknowledge and agree that
the compensation and benefits under this Section 4.1 shall not be payable if compensation and benefits are payable or shall have
been paid to the Executive under Article 5 of this Agreement.


 


(b)          If
when employment termination occurs the Executive is a “specified employee” within the meaning of Section 409A of the
Code, if the cash severance payment under Section 4.1(a) would be considered deferred compensation under Section 409A of the Code,
and finally if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not available, the
Executive’s continued Base Salary under Section 4.1(a) for the first six months after employment termination shall be paid
to the Executive in a single lump sum without interest on the first business day of the seventh (7th) month after the
month in which the Executive’s employment terminates.


 


4.2           Post-Termination
Insurance Coverage.


 


(a)          If
the Executive’s employment terminates involuntarily but without Cause or voluntarily but with Good Reason, the Company shall
continue or cause to be continued at the Company’s expense medical and dental insurance benefits for the Executive and any
of his dependents covered at the time of his termination. The medical and dental insurance benefits shall continue until the first
to occur of (w) the Executive’s return to employment with the Company or another employer, (x) the Executive’s attainment
of age 65, (y) the Executive’s (or dependent’s) death, or (z) the end of the thirty-six (36) month period following
his termination of employment.


 


(b)          If
(x) under the terms of the applicable policy or policies for the insurance benefits specified in section 4.2(a) it is not possible
to continue coverage for the Executive and his dependents, or (y) when employment termination occurs the Executive is a “specified
employee” within the meaning of Section 409A of the Code, if any of the continued insurance coverage benefits specified in
Section 4.2(a) would be considered deferred compensation under Section 409A of the Code, and finally, if an exemption from the
six-month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not available for that particular insurance benefit, the
Company shall pay to the Executive in a single lump sum an amount in cash equal to the present value of the Company’s projected
cost to maintain that particular insurance benefit (and associated income tax gross-up benefit, if applicable) had the Executive’s
employment not terminated, assuming continued coverage for thirty-six (36) months. The lump-sum payment shall be made thirty (30)
days after employment termination or, if Section 4.1(b) applies, on the first business day of the seventh (7th) month
after the month in which the Executive’s employment terminates.


 




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ARTICLE 5


CHANGE IN CONTROL BENEFITS


 


5.1           Change
in Control Benefits.  If a Change in Control occurs during the term of this Agreement and, thereafter during the
then remaining term of the Agreement, the Executive’s employment terminates involuntarily but without Cause or if the Executive
voluntarily terminates employment with Good Reason, the Company shall make or cause to be made a lump-sum payment to the Executive
in an amount in cash equal to three (3) times the Executive’s average annual compensation. For this purpose, average annual
compensation means the Executive’s taxable income reported by the Company or its affiliates for the five (5) calendar years
immediately preceding the calendar year in which the Change in Control occurs. The payment required under this paragraph is payable
no later than five (5) business days after the Executive’s termination of employment. If the Executive receives payment under
Section 5.1, the Executive shall not be entitled to any additional severance benefits under Section 4.1 of this Agreement. In addition,
the Company shall provide the Executive and his dependents with the same post-termination insurance coverage provided for in Section
4.2 of the Agreement.


 


5.2           Change
in Control Defined. For purposes of this Agreement “Change in Control” means a change in control of
the Company or the Bank as defined in Internal Revenue Section 409A of the Code and rules, regulations, and guidance of general
application thereunder issued by the Department of the Treasury, including a “change in ownership,” “change in
effective control” or “change in ownership of a substantial portion of assets.”


 


5.3           Potential
Limitation of Benefits Under Certain Circumstances. Notwithstanding any other provisions of this Agreement, in the
event that the aggregate payments or benefits to be made or afforded to the Executive under this Agreement or otherwise, which
are deemed to be parachute payments as defined in Section 280G of the Code or any successor thereof (the “Termination Benefits”),
would be deemed to include an “excess parachute payment” under Section 280G of the Code, then the Termination Benefits
shall be reduced to a value which is one dollar ($1.00) less than an amount equal to three (3) times the Executive’s “base
amount,” as determined in accordance with Section 280G of the Code. The allocation of the reduction required hereby among
the Termination Benefits shall first be made from any cash severance benefit due under Section 5.1 of this Agreement. Nothing contained
in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination
of employment other than pursuant to Sections 4 and 5 hereof, or a reduction in the payments and benefits specified, below zero.


 


ARTICLE 6


CONFIDENTIALITY AND CREATIVE WORK


 


6.1           Non-disclosure.
The Executive covenants and agrees not to reveal to any person, firm, or corporation any confidential information of
any nature concerning the Company or the Bank or its business, or anything connected therewith. As used in this Article 6 the term
“confidential information” means all of the Company’s or the Bank’s and the Company’s affiliates’
confidential and proprietary information and trade secrets in existence on the date hereof or existing at any time during the term
of this Agreement, including but not limited to:


 


(a)          the
whole or any portion or phase of any business plans, financial information, purchasing data, supplier data, accounting data, or
other financial information,


 


(b)          the
whole or any portion or phase of any research and development information, design procedures, algorithms or processes, or other
technical information,


 




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(c)          the
whole or any portion or phase of any marketing or sales information, sales records, customer lists, prices, sales projections,
or other sales information, and


 


(d)          trade
secrets, as defined from time to time by the laws of Maryland. This Section 6.1 does not prohibit disclosure required by an order
of a court having jurisdiction or a subpoena from an appropriate governmental agency or disclosure made by the Executive in the
ordinary course of business and within the scope of the Executive’s authority.


 


6.2           Return
of Materials.  The Executive agrees to immediately deliver or return to the Company upon termination, upon expiration
of this Agreement, or as soon thereafter as possible, all written information and any other similar items furnished by the Company
or prepared by the Executive in connection with the Executive’s services hereunder and to immediately delete all electronically
stored data of the Company maintained on the Executive’s personal computers and to return all Company-provided computers
or communication devices (i.e., laptop, Blackberry, PDA, etc.). The Executive will retain no copies thereof after termination of
this Agreement or termination of the Executive’s employment.


 


6.3           Creative
Work. The Executive agrees that all creative work and work product, including but not limited to all technology,
business management tools, processes, software, patents, trademarks, and copyrights developed by the Executive during the term
of this Agreement, regardless of when or where such work or work product was produced, constitutes work made for hire, all rights
of which are owned by the Company. The Executive hereby assigns to the Company all rights, title, and interest, whether by way
of copyrights, trade secret, trademark, patent, or otherwise, in all such work or work product, regardless of whether the same
is subject to protection by patent, trademark, or copyright laws.


 


6.4           Affiliates’
Confidential Information is Covered; Confidentiality Obligation Survives Termination. For purposes of this Agreement,
the term “affiliate” of the Company includes any entity that directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with the Company. The rights and obligations set forth in this Article 6
shall survive termination of this Agreement.


 


6.5           Injunctive
Relief. The Executive acknowledges that it is impossible to measure in money the damages that will accrue to the
Company if the Executive fails to observe the obligations imposed by this Article 6. Accordingly, if the Company institutes an
action to enforce the provisions hereof, the Executive hereby waives the claim or defense that an adequate remedy at law is available
to the Company, and the Executive agrees not to urge in any such action the claim or defense that an adequate remedy at law exists.
The confidentiality and remedies provisions of this Article 6 shall be in addition to and shall not be deemed to supersede or restrict,
limit, or impair the Company’s rights under applicable state or federal statute or regulation dealing with or providing a
remedy for the wrongful disclosure, misuse, or misappropriation of trade secrets or proprietary or confidential information.


 


ARTICLE 7


COMPETITION AFTER EMPLOYMENT TERMINATION


 


7.1           Covenant
Not to Solicit Employees. The Executive agrees not to, directly or indirectly, solicit or employ the services of
any officer or employee of the Company (including an individual who was an officer or employee of the Company during the one year
period following the Executive’s termination) for two years after the Executive’s employment termination.


 




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7.2           Covenant
Not to Compete.


 


(a)The Executive covenants
and agrees not to compete directly or indirectly with the Company for one year after employment termination. For purposes of this
Section 7.2:


 


		(1)	the term compete
means:



 


		(i)	providing financial products or services on behalf of any financial institution for any person
residing in the territory,



 


		(ii)	assisting (other than through the performance of ministerial or clerical duties) any financial
institution in providing financial products or services to any person residing in the territory, or



 


		(iii)	inducing or attempting to induce any person who was a customer of the Company or the Bank at the
date of the Executive’s employment termination to seek financial products or services from another financial institution.



 


		(2)	the words directly or indirectly
mean:



 


		(i)	acting as a consultant, officer, director, independent contractor, or employee of any financial
institution in competition with the Company or the Bank in the territory, or



 


		(ii)	communicating to such financial institution the names or addresses or any financial information
concerning any person who was a customer of the Company or the Bank when the Executive’s employment terminated.



 


		(3)	the term customer means
any person to whom the Company or the Bank is providing financial products or services on the date of the Executive’s employment
termination or within one year thereafter.



 


		(4)	the term financial institution
means any bank, savings association, or bank or savings association holding company, or any other institution, the business of
which is engaging in activities that are financial in nature or incidental to such financial activities as described in Section
4(k) of the Bank Holding Company Act of 1956, other than the Company or any of its affiliated corporations.



 


		(5)	financial product or service
means any product or service that a financial institution or a financial holding company could offer by engaging in any activity
that is financial in nature or incidental to such a financial activity under Section 4(k) of the Bank Holding Company Act of 1956
and that is offered by the Company or an affiliate on the date of the Executive’s employment termination, including but not
limited to banking activities and activities that are closely related and a proper incident to banking.



 


		(6)	the term person means any
individual or individuals, corporation, partnership, fiduciary or association.



 




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		(7)	the term territory means
the area within a 25-mile radius of any office of the Company or the Bank at the date of the Executive’s employment termination.



 


(b)          If
any provision of this section or any word, phrase, clause, sentence or other portion thereof (including, without limitation, the
geographical and temporal restrictions contained therein) is held to be unenforceable or invalid for any reason, the unenforceable
or invalid provision or portion shall be modified or deleted so that the provisions hereof, as modified, are legal and enforceable
to the fullest extent permitted under applicable law.


 


(c)          The
Executive acknowledges that the Company’s willingness to enter into this Agreement and to make the payments contemplated
by Articles 3 and 4 of this Agreement is conditioned on the Executive’s acceptance of the covenants set forth in Articles
6 and 7 of this Agreement and that the Company would not have entered into this Agreement without such covenants in force.


 


7.3           Injunctive
and Other Relief. Because of the unique character of the services to be rendered by the Executive hereunder, the
Executive understands that the Company would not have an adequate remedy at law for the material breach or threatened breach by
the Executive of any one or more of the Executive’s covenants in this Article 7. Accordingly, the Executive agrees that the
Company’s remedies for a breach of this Article 7 include, but are not limited to, (x) forfeiture of any money representing
accrued salary, contingent payments, or other fringe benefits (including any amount payable pursuant to Article 4) due and payable
to the Executive during the period of any breach by Executive, and (y) a suit in equity by the Company to enjoin the Executive
from the breach or threatened breach of such covenants. The Executive hereby waives the claim or defense that an adequate remedy
at law is available to the Company and the Executive agrees not to urge in any such action the claim or defense that an adequate
remedy at law exists. Nothing herein shall be construed to prohibit the Company from pursuing any other or additional remedies
for the breach or threatened breach.


 


7.4           Article
7 Survives Termination But Is Void After a Change in Control. The rights and obligations set forth in this Article
7 shall survive termination of this Agreement. However, Article 7 shall become null and void effective immediately upon a Change
in Control.


 


ARTICLE 8


MISCELLANEOUS


 


8.1           Successors
and Assigns.


 


(a)          This
Agreement shall be binding upon the Company and any successor to the Company, including any persons acquiring directly or indirectly
all or substantially all of the business or assets of the Company by purchase, merger, consolidation, reorganization, or otherwise.
But this Agreement and the Company’s obligations under this Agreement are not otherwise assignable, transferable, or delegable
by the Company. By agreement in form and substance satisfactory to the Executive, the Company shall require any successor to all
or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement in the same
manner and to the same extent the Company would be required to perform had no succession occurred.


 


(b)          This
Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors,
administrators, successors, heirs, distributees, and legatees.


 




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(c)          Without
written consent of the other parties, no party shall assign, transfer, or delegate this Agreement or any rights or obligations
under this Agreement, except as expressly provided herein. Without limiting the generality or effect of the foregoing, the Executive’s
right to receive payments hereunder is not assignable or transferable, whether by pledge, creation of a security interest, or otherwise,
except for a transfer by the Executive’s will or by the laws of descent and distribution. If the Executive attempts an assignment
or transfer that is contrary to this Section 8.1, the Company shall have no liability to pay any amount to the assignee or transferee.


 


8.2           Governing
Law, Jurisdiction and Forum. This Agreement shall be construed under and governed by the internal laws of the State
of Maryland, without giving effect to any conflict of laws provision or rule that would cause the application of the laws of any
jurisdiction other than Maryland. By entering into this Agreement, the Executive acknowledges that the Executive is subject to
the jurisdiction of both the federal and state courts in Maryland.


 


8.3           Entire
Agreement. This Agreement sets forth the entire agreement of the parties concerning the employment of the Executive
by the Company. Any oral or written statements, representations, agreements, or understandings made or entered into prior to or
contemporaneously with the execution of this Agreement are hereby rescinded, revoked, and rendered null and void by the parties.


 


8.4           Notices.
All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been
duly given if delivered by hand or mailed, certified or registered mail, return receipt requested, with postage prepaid. Unless
otherwise changed by notice, notice shall be properly addressed to the Executive if addressed to the address of the Executive on
the books and records of the Company at the time of the delivery of such notice, and properly addressed to the Company if addressed
to the board of directors of the Company.


 


8.5           Severability.
If there is a conflict between any provision of this Agreement and any statute, regulation, or judicial precedent, the latter shall
prevail, but the affected provisions of this Agreement shall be curtailed and limited solely to the extent necessary to bring them
within the requirements of law. If any provisions of this Agreement is held by a court of competent jurisdiction to be indefinite,
invalid, void or voidable, or otherwise unenforceable, the remainder of this Agreement shall continue in full force and effect
unless that would clearly be contrary to the intentions of the parties or would result in an injustice.


 


8.6           Captions
and Counterparts. The captions in this Agreement are solely for convenience. The captions do not define, limit,
or describe the scope or intent of this Agreement. This Agreement may be executed in several counterparts, each of which shall
be deemed to be an original but all of which together shall constitute one and the same instrument.


 


8.7           No
Duty to Mitigate. The Executive shall not be required to mitigate the amount of any payment provided for in this
Agreement by seeking other employment. Moreover, provided the Executive is not in breach of any obligation under Articles 6 and
7 of this Agreement, the amount of any payment provided for in this Agreement shall not be reduced by any compensation earned or
benefits provided as the result of employment of the Executive or as a result of the Executive being self-employed after employment
termination.


 




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8.8           Amendment
and Waiver. This Agreement may not be amended, released, discharged, abandoned, changed, or modified in any
manner, except by an instrument in writing signed by each of the parties hereto. The failure of any party hereto to enforce at
any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision, nor affect the validity
of this Agreement or any part thereof or the right of any party thereafter to enforce each and every such provision. No waiver
or any breach of this Agreement shall be held to be a waiver of any other or subsequent breach.


 


8.9           Compliance
with Internal Revenue Code Section 409A.


 


(a)          The
Executive will be deemed to have a termination of employment for purposes of determining the timing of any payments that are classified
as deferred compensation only upon a “separation from service” within the meaning of Section 409A.


 


(b)          If
at the time of the Executive’s separation from service, (i) the Executive is a “specified employee” (within
the meaning of Section 409A and using the methodology selected by the Company) and (ii) the Company makes a good faith
determination that an amount payable or the benefits to be provided hereunder constitutes deferred compensation (within the meaning
of Section 409A), the payment of which is required to be delayed pursuant to the six-month delay rule of Section 409A
in order to avoid taxes or penalties under Section 409A, then the Company will not pay the entire amount on the otherwise
scheduled payment date but will instead pay on the scheduled payment date the maximum amount permissible in order to comply with
Section 409A (i.e., any amount that satisfies an exception under the Section 409A rules from being categorized as deferred compensation)
and will pay the remaining amount (if any) in a lump sum on the first business day after such six month period.


 


(c)          To
the extent the Executive would be subject to an additional 20% tax imposed on certain deferred compensation arrangements pursuant
to Section 409A as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent
necessary to avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement
this Section 8.9.  The Executive and the Company agree to cooperate to make such amendment to the terms of this Agreement
as may be necessary to avoid the imposition of penalties and taxes under Section 409A; provided, however, that the Executive
agrees that any such amendment shall provide the Executive with economically equivalent payments and benefits, and the Executive
agrees that any such amendment will not materially increase the cost to, or liability of, the Company with respect to any payment.


 


(d)          For
purposes of this Agreement, Section 409A shall refer to Section 409A of the Internal Revenue Code of 1986, as amended, and the
Treasury regulations and any other authoritative guidance issued thereunder.


 


8.10         Required
Provisions. Any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to, and conditioned
upon, their compliance with 12 U.S.C. Section 1828(k) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification
Payments.


 


8.11         Source
of Payments. Notwithstanding any provision in this Agreement to the contrary, to the extent payments and benefits,
as provided for under this Agreement, are paid or received by the Executive under an employment agreement in effect between the
Executive and the Bank, the payments and benefits paid by the Bank will be subtracted from any amount or benefit due simultaneously
to the Executive under similar provisions of this Agreement. Payments will be allocated in proportion to the level of activity
and the time expended by the Executive on activities related to the Company and the Bank, respectively, as determined by the Company
and the Bank.


 




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


 


	 	MB BANCORP, INC.
	 	 
	 	/s/ Julia A. Newton
	 	For the Board of Directors of the Company
	 	 
	 	/s/ Lawrence W. Williams
	 	Lawrence W. Williams


 




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