exv10w5w1



 





Exhibit 10.5.1




FIRST AMENDMENT

TO THE

OLD LINE BANK

SUPPLEMENTAL LIFE INSURANCE AGREEMENT

DATED JANUARY 3, 2006

FOR

JAMES CORNELSEN




     This First Amendment is adopted this 31st day of December, 2007, by and between Old
Line Bank, a state-chartered commercial bank located in Bowie, Maryland (the “Bank”), and James
Cornelsen (the “Executive”).



     The Bank and the Executive executed the Supplemental Life Insurance Agreement on January 3,
2006 (the “Agreement”).



     The undersigned hereby amend the Agreement for the purpose of providing a split dollar life
insurance benefit if the Executive’s death occurs prior to the Executive’s Separation from Service.
Therefore, the following changes shall be made:



     Section 1.6 of the Agreement shall be deleted in its entirety.



     Section 1.14 of the Agreement shall be deleted in its entirety and replaced by the following:




	1.14	 	“Separation from Service” means the termination of the Executive’s employment with
the Bank for reasons other than death. Whether a Separation from Service takes place is
determined based on the facts and circumstances surrounding the termination of the Executive’s
employment and whether the Bank and the Executive intended for the Executive to provide
significant services for the Bank following such termination. A termination of employment
will not be considered a Separation from Service if:






	 	(a)	 	the Executive continues to provide services as an employee of the Bank at an
annual rate that is twenty percent (20%) or more of the services rendered, on average,
during the immediately preceding three full calendar years of employment (or, if
employed less than three years, such lesser period) and the annual remuneration for
such services is twenty percent (20%) or more of the average annual remuneration earned
during the final three full calendar years of employment (or, if less, such lesser
period), or
	 
	 	(b)	 	the Executive continues to provide services to the Bank in a capacity other
than as an employee of the Bank at an annual rate that is fifty percent (50%) or more
of the services rendered, on average, during the immediately preceding three full
calendar years of employment (or if employed less than three years, such lesser
period) and the annual remuneration for such services is fifty percent (50%) or
more of the average annual remuneration earned during the final three full




 









 






	 	 	 	calendar
years of employment (or if less, such lesser period).





     Section 2.2 of the Agreement shall be deleted in its entirety and replaced by the following:




	2.2	 	Executive’s Interest. The Executive, or the Executive’s assignee, shall have the
right to designate the Beneficiary of an amount of death proceeds as specified in Section
2.2.1 or 2.2.2. The Executive shall also have the right to elect and change settlement
options with respect to the Executive’s Interest by providing written notice to the Bank and
the Insurer.






	 	2.2.1	 	Death Prior to Separation from Service. If the Executive dies prior
to Separation from Service, the Executive’s Beneficiary shall be entitled to a portion
of the death proceeds as specified in the table below:





	 	 	 
	Plan Years	 	Benefit Amount
	2005-2009
	 	45% of the Net Death Proceeds
	2010-2011
	 	50% of the Net Death Proceeds
	2012-2013
	 	55% of the Net Death Proceeds
	2014
	 	60% of the Net Death Proceeds
	2015
	 	65% of the Net Death Proceeds
	2016 and subsequent years
	 	70% of the Net Death Proceeds







	 	2.2.2	 	Death After Separation from Service. If the Executive dies after
Separation from Service there shall be no benefit under this Agreement.





     Section 2.3 of the Agreement shall be deleted in its entirety and replaced by the following:




	2.3	 	Forfeiture of Benefit. The Executive will forfeit his or her benefit if: (i) the
Executive violates any of the provisions detailed in Article 5; or (ii) the Executive provides
written notice to the Bank declining further participation in the Agreement.
	 
	 	 	Article 10 of the Agreement shall be deleted in its entirety and replaced by the following:





     Notwithstanding any other provision in this Agreement, the Bank may amend or terminate the
Agreement at any time, or may amend or terminate the Executive’s rights under the Agreement at any
time prior to the Executive’s Separation from Service, by providing written notice of such to the
Executive. Upon termination of the Executive’s rights under this Agreement, the Executive will be
eligible for any life insurance benefit offered to the general employees of the Bank



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     IN WITNESS OF THE ABOVE, the Bank and the Executive hereby consent to this First Amendment.



	 	 	 	 	 	 	 
	Executive:	 	 	 	Old Line Bank
	 
	 	 	 	 	 	 
	 

	 	 	 	By	 	 
	 

	 	 	 	 	 	 
	James Cornelsen
	 	 	 	 	 	 
	 

	 	 	 	Title	 	 
	 

	 	 	 	 	 	 






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