exv10xry



 



Exhibit 10(r)



EMPLOYMENT AGREEMENT



     THIS AGREEMENT (the “Agreement”), made as of this 17th day of December,
2002, by and among Sandy Spring Bancorp, Inc., a registered bank holding
company (“Bancorp”), Sandy Spring Bank, a Maryland corporation and wholly owned
subsidiary of Bancorp with its main office in Olney, Maryland (the “Bank”), and
Frank L. Bentz, III (the “Officer”).


W I T N E S S E T H



     WHEREAS, the Officer is employed as the Executive Vice President and Chief
Information Officer Of the Bank.


     WHEREAS, as a result of the skill, knowledge, and experience of the
Officer, the Board of Directors of the Bank (the “Board”) desires to retain the
services of the Officer.


     WHEREAS, the Officer desires to continue to serve as the Executive Vice
President and Chief Information Officer Of the Bank.


     WHEREAS, the Officer and the Board and the Board of Directors of Bancorp
desire to enter into an Agreement setting forth the terms of conditions of the
continuing employment of the Officer and the related rights and obligations of
each of the parties.


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


1.     Employment. The Officer is employed as the Executive Vice President and
Chief Information Officer Of the Bank. The Officer shall perform all duties and
shall have all powers which are commonly incident to the office of Executive
Vice President or which, consistent with that office, are assigned to the
Officer. In addition to the major job accountabilities set forth in the job
description maintained by the Human Resources Division, the Officer’s duties
include, but are not limited to:



	 	a.	 	Making recommendations concerning the strategies, policies, and
tactics of the Bank;
	 
	 	b.	 	Management oversight of the day-to-day activities of the Technology
Group, including management oversight of the Technology Management
Department, Central Operations Division, and Systems Utilization
Department and supervision of the officers and employees engaged in
these functions;



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	 	c.	 	Promoting the Bank and its services;
	 
	 	d.	 	Managing the efforts of the Bank to comply with applicable
laws and regulations related to the activities of the Technology
Group; and
	 
	 	e.	 	Providing complete, timely, and accurate reports, as
required, regarding the activities of the Technology Group.



2.     Location and Facilities. The Officer will be furnished with the working
facilities and staff customary for executive officers with the title and duties
set forth in Section 1 and as are necessary for the Officer to perform the
duties of the position. The location of such facilities and staff shall be at
the principal administrative offices of the Bank, or at such other site or
sites customary for such offices.


3.     Term



	 	a.	 	The term of this Agreement shall be (i) the initial term,
consisting of the period commencing on the date of this
Agreement (the “Effective Date”) and ending immediately
prior to the second anniversary of the Effective Date, plus
(ii) any and all extensions of the initial term made
pursuant to this Section 3.
	 
	 	b.	 	On each anniversary of the Effective Date prior to a
termination of the Agreement, the term under this Agreement
shall be extended for an additional one-year period beyond
the then effective expiration date without action by any
party, provided that neither the Bank nor the Officer shall
have given written notice at least sixty (60) days prior to
such anniversary date of its or the Officer’s desire that
the term not be extended. The Officer’s performance and the
advisability of extending the term of this Agreement shall
be reviewed by the Human Resources Committee (the
“Committee”) of the Board, and the Board shall, based on
such review, determine whether or not to extend the term of
this Agreement at a meeting or meetings at least ninety (90)
days prior to each anniversary date.
	 
	 	c.	 	At the Effective Date, this Agreement shall supersede any
prior Agreement, which shall be deemed terminated by agreement of
the parties immediately prior to the Effective Date.



4.     Base Compensation.



	 	a.	 	Bancorp and the Bank agrees to pay the Officer during
the term of this Agreement a salary at the rate of
$133,750 per annum, payable in cash not less frequently
than monthly, as may be adjusted in accordance with
this Section 4.



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	 	b.	 	The Human Resources Committee shall perform an annual
analysis of the Officer’s performance and of the
compensation of officers performing similar functions
at independent financial institutions of comparable
assets and performance, and based upon this review, the
recommendations of the Executive Vice President and
Chief Operating Officer and the President and Chief
Executive Officer, and on such other factors as it
deems pertinent, shall recommend to the Board the
annual salary rate to be paid to the Officer following
such review. The Board, based upon this recommendation
of the Committee and other factors they deem relevant,
may maintain, increase or decrease the Officer’s
salary, provided that no such action shall (i) reduce
the rate of salary below the amount set forth in
Section 4.a. or (ii) reduce the rate of salary paid to
the Officer for any months prior to the month in which
notice of the reduction is provided in writing to the
Officer.
	 
	 	c.	 	In the absence of action by the Board, the Officer
shall continue to receive salary at the amount set
forth in Section 4.a. specified herein or, if another
rate has been established under the provisions of this
Section 4, the rate last properly established by action
of the Board under the provisions of this Section 4 .



5.     Bonuses. Unless the Officer agrees otherwise, the Officer shall be
entitled to participate in discretionary bonuses that the Board may award from
time to time to senior management employees pursuant to bonus plans or
otherwise. The Officer also shall participate in any other fringe benefits
which are or may become available to senior management employees of the Bank,
including for example: any stock option or incentive compensation plans and any
other benefits that are commensurate with the responsibilities and functions to
be performed by the Officer under this Agreement. No other compensation
provided for in this Agreement shall be deemed a substitute for the Officer’s
right to participate in such discretionary bonuses or fringe benefits.


6.     Benefit Plans. The Officer shall be entitled to participate in such life
insurance, medical, dental, pension, profit sharing, and retirement plans and
other programs and arrangements as may be approved from time to time by Bancorp
or the Bank for the benefit of the employees of the Bank. In addition, the
Officer shall be entitled to participate in a nonstatutory supplemental
retirement plan or arrangement (“SERP”) established for the Officer, in the
Executive Health Expense Reimbursement and Insurance Plans (together, the
“HERP”), or a successor plan or plans that provide the same or greater level of
benefits as those provided to participants under the HERP as in effect on the
Effective Date, and in the Group Term Replacement Plan (“GTRP”) established for
the Officer.


7.     Paid Time Off.



	 	a.	 	The Officer shall be entitled to thirty three working
days of paid time off, as defined in the Bank’s personnel
policies, during each consecutive twelve-month period



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	 	 	 	commencing on January 1, 2002 and each January 1 thereafter during the term of
this Agreement, to be taken at reasonable times and in reasonable periods
as the Officer and Bancorp and the Bank shall mutually determine, and
provided that no paid time off shall interfere with the duties required to
be rendered by the Officer hereunder. Any paid time off not used during a
twelve-month period shall carry over and be useable during the succeeding
twelve-month period, but not thereafter. The Officer shall not receive any
additional compensation from the Bank on account of the Officer’s failure
to take paid time off.
	 
	 	b.	 	In addition to paid time off, the Officer shall be entitled,
without loss of pay, to voluntarily take time off from work for
such additional periods of time and for such valid and legitimate
reasons as the Executive Vice President and Chief Operating Officer
may in his discretion determine. Further, the Officer may request
and be granted a leave or leaves of absence, with or without pay, at
such time or times and upon such terms and conditions as the
Executive Vice President and Chief Operating Officer in his
discretion may determine.



8.     Expense Payments and Reimbursements. The Officer shall be reimbursed for all
reasonable out-of-pocket business expenses incurred in connection with the
Officer’s services under this Agreement upon substantiation of such expenses in
accordance with applicable policies of Bancorp and the Bank.


9.     Loyalty and Confidentiality.



	 	a.	 	During the term of this Agreement the Officer: (i)
shall devote all the Officer’s time, attention,
skill, and efforts to the faithful performance of
the Officer’s duties hereunder; provided, however,
that from time to time, the Officer may serve on
the boards of directors of, and hold any other
offices or positions in, companies or
organizations which will not present any conflict
of interest with Bancorp or the Bank or any of
their subsidiaries or affiliates, unfavorably
affect the performance of Officer’s duties
pursuant to this Agreement, or violate any
applicable statute or regulation; and (ii) shall
not engage in any business or activity contrary to
the business affairs or interests of Bancorp or
the Bank.
	 
	 	b.	 	Nothing contained in this Agreement shall prevent
or limit the Officer’s right to invest in the
capital stock or other securities of any business
dissimilar from that of Bancorp and the Bank, or,
solely as a passive, minority investor, in any
business.
	 
	 	c.	 	The Officer agrees to maintain the confidentiality
of any and all information concerning the
operation or financial status of Bancorp and the
Bank; the names or addresses of any of their
borrowers, depositors and other customers; any
information concerning or obtained from such
customers; and any other information concerning



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	 	 	 	Bancorp or the Bank to which the Officer may be exposed during the course of
employment. The Officer further agrees that, unless required by law or
specifically permitted by Bancorp or the Bank in writing, the Officer will
not disclose to any person or entity, either during or subsequent to the
officer’s employment, any of the above-mentioned information which is not
generally known to the public, nor shall the Officer employ such
information in any way other than for the benefit of Bancorp and the Bank.



10.     Termination and Termination Pay. Subject to Section 11 of this Agreement,
the Officer’s employment under this Agreement may be terminated in the
following circumstances:



	 	a.	 	Death. The Officer’s employment under this Agreement shall terminate
upon the Officer’s death during the term of this Agreement, in which
event the Officer’s estate shall be entitled to receive the
compensation due to the Officer through the last day of the calendar
month in which the Officer’s death occurred.
	 
	 	b.	 	Retirement. This Agreement shall be terminated upon the normal or
early retirement of the Officer under the retirement benefit plan or
plans in which the Officer participates pursuant to Section 6 of this
Agreement.
	 
	 	c.	 	Disability. The Bank or the Officer may terminate the Officer’s
employment after having established the Officer’s Disability. For
purposes of this Agreement, “Disability” means a physical or mental
infirmity that impairs the Officer’s ability to substantially perform
duties assigned to the Officer under this Agreement and that results
in the Officer’s becoming eligible for long-term disability benefits
under Bancorp’s or the Bank’s long-term disability plan (or, if
Bancorp or the Bank has no such plan in effect, that impairs the
Officer’s ability to substantially perform duties assigned to the
Officer under this Agreement for a period of one-hundred-eighty
consecutive days). In the event of such Disability, the Officer’s
obligation to perform services under this Agreement will terminate. In
the event of such termination, the Officer shall be entitled to
receive the following:




	 	i.	 	The compensation and benefits provided for
under this Agreement for any period during
the term of this Agreement and prior to the
date of termination pursuant to this Section
10.c. during which the Officer is unable to
work due to physical or mental infirmity
(less any amounts which the Officer receives
under any disability insurance maintained by
Bancorp or the Bank with respect to such
period);
	 
	 	ii.	 	For the period beginning upon the date of
termination pursuant to this Section 10.c.
and continuing for the remaining term of
this Agreement, (A) salary at the highest
rate paid pursuant to Section 4 of this
Agreement during



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	 	 	 	the twelve months prior to the establishment of such disability under this
Section 10.c., reduced by any payments received by the Officer during such
period following termination under a long term disability plan or policy
maintained by Bancorp or the Bank, and (B) benefits pursuant to Section 6
of this Agreement.




		
	 	     The Board shall determine whether or not the Officer is and
continues to be permanently disabled for purposes of this Agreement in
good faith, based upon competent medical advice and other factors that it
reasonably believes to be relevant. As a condition to any benefits, such
Board may require the Officer to submit to such physical or mental
evaluations and tests as it deems reasonably appropriate.




	 	d.	 	Just Cause.




	 	i.	 	The Board may, by written notice to the Officer in the form and manner specified in
this paragraph, immediately terminate the Officer’s employment with the Bank at any
time for Just Cause. The Officer shall have no right to receive compensation or
other benefits for any period after termination for Just Cause. Termination for
“Just Cause” shall mean termination because of, in the good faith determination of
the Board, the Officer’s:




	 	(1)	 	Personal dishonesty;
	 
	 	(2)	 	Willful misconduct;
	 
	 	(3)	 	Breach of fiduciary duty involving personal profit;
	 
	 	(4)	 	Intentional failure to perform duties under this Agreement;
	 
	 	(5)	 	Other, continuing material failure to
perform duties assigned to the Officer under this
Agreement after reasonable notification (which shall be
stated in writing and given at least fifteen days prior
to termination) by the Board of such failure;
	 
	 	(6)	 	Willful violation of any law, rule or
regulation (other than traffic violations or similar
offenses) or final cease-and-desist order; or
	 
	 	(7)	 	Material breach by the Officer of any
provision of this Agreement.




	 	ii.	 	Notwithstanding the foregoing, the Officer shall
not be deemed to have been terminated for Just Cause unless
there shall have been delivered to the Officer a copy of a
resolution duly adopted by the affirmative vote of not less
than a majority of the entire membership of the Board at a
meeting called and held for the purpose (after reasonable
notice to the Officer and an opportunity for the Officer to be
heard before the Board), finding that in the good faith
opinion of the Board the Officer was guilty of conduct
described above and specifying the particulars thereof.
	 
	 	iii.	 	Notwithstanding the foregoing, it is expected
that Officer will perform all



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	 	 	 	duties and agreements to be performed herein, and Officer shall
have the right to cure non-performance, to the extent such
performance is reasonably capable of being cured, and shall
promptly upon receipt of written notice of non-performance, comply
with the requirements of such notice, and further if Officer shall
not comply with such notice to the satisfaction of the Bank within
forty-eight (48) hours after delivery thereof, (except if such
compliance cannot be reasonably completed within forty-eight (48)
hours, if Officer shall not commence to comply within such period
and thereafter proceed to completion with due diligence) the Bank
shall have the right to proceed with the Board meeting specified in
the preceding paragraph.




	 	e.	 	Certain Regulatory Events.




	 	i.	 	If the Officer is removed and/or permanently
prohibited from participating in the conduct of the
Bank’s affairs by an order issued under Sections
8(e)(4) or 8(g)(1) of the Federal Deposit Insurance
Act (“FDIA”) (12 U.S.C. §§ 1818(e)(4) and (g)(1)),
all obligations of the Bank under this Agreement
shall terminate as of the effective date of the
order, but vested rights of the parties shall not
be affected.
	 
	 	ii.	 	If the Bank is in default (as defined in Section
3(x)(1) of FDIA), all obligations of the Bank under
this Agreement shall terminate as of the date of
default, but vested rights of the parties shall not
be affected.
	 
	 	iii.	 	If a notice served under Sections 8(e)(3) or (g)(1)
of the FDIA (12 U.S.C. §§ 1818(e)(3) and (g)(1))
suspends and/or temporarily prohibits the Officer
from participating in the conduct of the Bank’s
affairs, the Bank’s obligations under this
Agreement shall be suspended as of the date of such
service, unless stayed by appropriate proceedings.
If the charges in the notice are dismissed, the
Bank may, in its discretion, (i) pay the Officer
all or part of the compensation withheld while its
contract obligations were suspended, and (ii)
reinstate (in whole or in part) any of its
obligations which were suspended.




		
	 	     The occurrence of any of the events described in paragraphs i, ii,
and iii above may be considered by the Board in connection with a
termination for Just Cause.




	 	f.	 	Voluntary Termination by Officer. In addition to the Officer’s
other rights to terminate under this Agreement, the Officer may
voluntarily terminate employment with the Bank and Bancorp during the
term of this Agreement upon at least sixty days’ prior written notice
to the Bank, in which case the Officer shall receive only
compensation, vested rights and employee benefits up to the date of
termination.
	 
	 	g.	 	Without Just Cause or With Good Reason.



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	 	i.	 	In addition to termination pursuant to Section 10.a. through 10.f.:
the Board may, by written notice to the Officer, immediately terminate
the Officer’s employment with the Bank at any time for a reason other
than Just Cause (a termination “Without Just Cause”); and the Officer
may, by written notice to the Board, immediately terminate this
Agreement at any time within ninety days following an event of “Good
Reason” as defined below (a termination “With Good Reason”).
	 
	 	ii.	 	Subject to Section 11 hereof, in the event
of termination under this Section 10.g.,
the Officer shall be entitled to receive
the salary for the remaining term of the
Agreement, including any renewals or
extensions thereof, at the highest annual
rate in effect pursuant to Section 4 of
this Agreement for any of the twelve months
immediately preceding the date of such
termination, plus annual cash bonuses for
each year (prorated in the event of partial
years) remaining under such term at the
amount received by the Officer in the
calendar year preceding the termination.
The sum due under this Section 10.g. shall
be paid in one lump sum within ten calendar
days of such termination.
	 
	 	iii.	 	“Good Reason” shall exist if, without the
Officer’s express written consent, Bancorp
or the Bank materially breach any of its
respective obligations under this
Agreement. Without limitation, such a
material breach shall be deemed to occur
upon any of the following:




	 	(1)	 	A material reduction in the Officer’s
responsibilities or authority in connection with the
Officer’s employment with Bancorp or the Bank;
	 
	 	(2)	 	Assignment to the Officer of duties
of a nonexecutive nature or duties for which the Officer
is not reasonably equipped by the Officer’s skills and
experience;
	 
	 	(3)	 	A reduction in salary or benefits
contrary to the terms of this Agreement, or, following a
Change in Control as defined in Section 11 of this
Agreement, any reduction in salary or material reduction
in benefits below the amounts to which the Officer was
entitled prior to the Change in Control;
	 
	 	(4)	 	Termination of incentive and benefit
plans, programs, or arrangements, or reduction of the
Officer’s participation to such an extent as to
materially reduce their aggregate value below their
aggregate value as of the Effective Date;
	 
	 	(5)	 	A requirement that the Officer’s
principal business office or principal place of
residence be relocated outside any county in which the
Bank has its main office, its branches, or its deposit
taking Automatic Teller Machines; or the assignment to
the Officer of



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	 	 	 	duties that would reasonably require such a relocation;
	 
	 	(6)	 	A requirement that the Officer spend
more than thirty normal working days away from any
county in which the Bank has its main office, its
branches, or its deposit taking Automatic Teller
Machines during any consecutive twelve-month period; or
	 
	 	(7)	 	Failure to provide office facilities,
secretarial services, and other administrative services
to Officer which are substantially equivalent to the
facilities and services provided to the Officer on the
Effective Date (excluding brief periods during which
office facilities may be temporarily unavailable due to
fire, natural disaster, or other calamity).
	 
	 	(8)	 	In the event of a Change in Control as defined in Section 11
of this Agreement, Officer shall have the right to resign for any
reason during the first sixty (60) days immediately following the
first six months after the closing date of a definitive purchase and
assumption agreement (as defined in such agreement), the execution
of which brought about a Change in Control.




	 	 	 	Notwithstanding the foregoing, it is expected that the Bank
will perform all agreements on its part to be performed
herein, and the Bank shall have the right to cure
non-performance, to the extent such performance is reasonably
capable of being cured, and shall promptly upon receipt of
written notice of non-performance, comply with the
requirement of such notice, and further if Bank shall not
comply with such notice to the satisfaction of the Officer
within forty-eight (48) hours after delivery thereof, (except
if such compliance cannot be reasonably completed within
forty-eight (48) hours, if the Bank shall not commence to
comply within such period and thereafter proceed to
completion with due diligence) the Officer shall have the
right to proceed with notice of a “with Good Reason”
termination as specified above.
	 
	 	iv.	 	Notwithstanding the foregoing: (A) a reduction or
elimination of the Officer’s benefits under one or more
benefit plans maintained by Bancorp or the Bank as part of a
good faith, overall reduction or elimination of such plan or
plans or benefits thereunder applicable to all participants in
a manner that does not discriminate against the Officer
(except as such discrimination may be necessary to comply with
law) shall not constitute an event of Good Reason or a
material breach of this Agreement, provided that benefits of
the type or to the general extent as those offered under such
plans prior to such reduction or elimination are not available
to other officers of Bancorp or the Bank or any company that
controls either of them under a plan or plans in or under
which the Officer is not entitled to participate, and receive
benefits, on



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	 	 	 	a fair and nondiscriminatory basis; and (B) a requirement that the Officer
report to and be subject to the direction or supervision of a senior
officer of Bancorp or the Bank other than the Executive Vice President and
Chief Operating Officer shall not constitute an event of Good Reason or a
material breach of this Agreement.




	 	h.	 	Continuing Covenant not to Compete or Interfere
with Relationships. Regardless of anything
herein to the contrary, following a termination
(i) upon retirement pursuant to Section 10.b.,
(ii) due to Disability pursuant to Section
10.c., (iii) for Just Cause pursuant to Section
10.d., or (iv) by the Officer pursuant to
Section 10.f.:




	 	i.	 	The Officer’s
obligations under
Section 9.c. of this
Agreement will
continue in effect;
and
	 
	 	ii.	 	During the remaining
term of this
Agreement (determined
immediately before
such termination),
the Officer shall not
serve as an officer
or director or
employee of any bank
holding company,
bank, savings
association, savings
and loan holding
company, or mortgage
company (any of
which, a “Financial
Institution”), which
Financial Institution
offers products or
services competing
with those offered by
Bancorp or the Bank
from offices in any
county in the State
of Maryland or of any
other State in which
the Bank, Bancorp or
any of their
subsidiaries has a
branch, and shall not
interfere with the
relationship of
Bancorp or the Bank
and any of its
employees, agents, or
representatives;
provided, however,
that the provisions
of this
noncompetition clause
shall only apply to
termination of the
Officer “before” a
Change in Control as
defined in Section
11. (It being the
intent of the parties
that the
noncompetition clause
shall not apply to
terminations
resulting from or due
to a Change in
Control.)



11.     Termination in Connection with a Change in Control.



	 	a.	 	For purposes of this Agreement, a “Change in
Control” shall be deemed to occur on the
earliest of:




	 	i.	 	The acquisition by
any entity, person or
group (other than the
acquisition by a
tax-qualified
retirement plan
sponsored by Bancorp
or the Bank) of
beneficial ownership,
as that term is
defined in Rule 13d-3
under the Securities
Exchange Act of 1934,
of more than 25% of
the outstanding
capital stock of
Bancorp or the Bank
entitled to vote for
the election of
directors (“Voting
Stock”);
	 
	 	ii.	 	The commencement by
any entity, person,
or group (other than
Bancorp or



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	 	 	 	the Bank, a subsidiary of Bancorp or the Bank or a tax-qualified retirement
plan sponsored by Bancorp or the Bank) of a tender offer or an exchange
offer for more than 20% of the outstanding Voting Stock of Bancorp or the
Bank;
	 
	 	iii.	 	The effective time of (a) a
merger or consolidation of Bancorp or the
Bank with one or more other corporations as
a result of which the holders of the
outstanding Voting Stock of Bancorp or the
Bank immediately prior to such merger
exercise voting control over less than 80%
of the Voting Stock of the surviving or
resulting corporation, or (b) a transfer of
substantially all of the property of Bancorp
or the Bank other than to an entity of which
Bancorp or the Bank owns at least 80% of the
Voting Stock;
	 
	 	iv.	 	Upon the acquisition by any
entity, person, or group of the control of
the election of a majority of the Bank’s or
Bancorp’s directors,
	 
	 	v.	 	At such time that, during any
period of two consecutive years, individuals
who at the beginning of such period
constitute the Board of Bancorp or the Bank
(the “Continuing Directors”) cease for any
reason to constitute at least two-thirds
thereof, provided that any individual whose
election or nomination for election as a
member of the Board was approved by a vote
of at least two-thirds of the Continuing
Directors then in office shall be considered
a Continuing Director.




	 	b.	 	Termination. If within the period beginning
six months prior to and ending two years
after a Change in Control, (i) the Bank
shall terminate the Officer’s employment
Without Just Cause, or (ii) the Officer
shall voluntarily terminate employment With
Good Reason, the Bank shall, within ten
calendar days of the termination of
Officer’s employment, make a lump-sum cash
payment to the Officer equal to 2.99 times
the sum of (x) the Officer’s annual salary
at the highest annual rate in effect for any
of the twelve months immediately preceding
the date of such termination, plus (y) the
amount of other compensation received by the
Officer during the calendar year preceding
the Change in Control. This cash payment is
subject to adjustment pursuant to Section 14
of this Agreement, and shall be made in lieu
of any payment also required under section
10.g. of this Agreement because of a
termination in such period. The Officer’s
rights under Section 10.g. are not otherwise
affected by this Section 11. Also, in such
event, the Officer shall, for three calendar
years following the Officer’s termination of
employment, continue to participate in any
benefit plans of Bancorp and the Bank that
provide health (including medical and
dental), life or disability insurance, or
similar coverage upon terms no less
favorable than the most favorable terms
provided to executive officers of the Bank
during such period.



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	 	c.	 	Funding of Trust upon Change in Control. In
order to assure payment to the Officer of
amounts that may become payable by Bancorp
or the Bank pursuant to this Section, unless
and to the extent the Officer has previously
provided a written release of any claims
under Section 11 of this Agreement, not
later than ten business days after a Change
in Control, Bancorp or the Bank shall (i)
establish a valid trust under the law of the
State of Maryland with an independent
trustee that has or may be granted corporate
trust powers under Maryland law, (ii)
deposit in such trust an amount equal to
2.99 times the Officer’s “base amount” as
defined in Section 280G(b)(3) of the Code
and regulations promulgated thereunder
(Section 280G and related regulations
hereinafter referred to as Section 280G”)
plus such amounts deemed adequate to cover
Bancorp and the Bank’s obligations under
Section 14 of this Agreement, at the time of
the Change of Control, and (iii) provide the
trustee of the trust with a written
direction to hold said amount and any
investment return thereon in a segregated
account, and to pay such amounts as demanded
by the Officer from the trust upon written
demand from the Officer stating the amount
of the payment demanded from the trust and
the basis for the Officer’s rights to such
payment under Section 11 of this Agreement.
Upon the earlier of the final payment of all
amounts demanded by the Officer under this
Section 11 or the date thirty-six months
after the Change in Control, the trustee of
the trust shall pay to Bancorp or the Bank,
as applicable, the entire balance remaining
in the trust. Payments from the trust to the
Officer shall be considered payments made by
Bancorp or the Bank for purposes of this
Agreement. Payment of such amounts to the
Officer from the trust, however, shall not
relieve Bancorp or the Bank from any
obligation to pay amounts in excess of those
paid from the trust, or from any obligation
to take actions or refrain from taking
actions otherwise required by this
Agreement. Unless and until a termination of
or by the Officer as described in Section
11.b.(i) or (ii), the Officer’s rights under
this Agreement shall be those of a general,
unsecured creditor, the Officer shall have
no claim against the assets of the trust,
and the assets of the trust shall remain
subject to the claims of creditors of
Bancorp or the Bank. Upon the termination of
the trust as specified herein, the Officer
shall have no further interest in the trust.



12.     Indemnification and Liability Insurance.



	 	a.	 	Indemnification. Bancorp and the Bank agree
to indemnify the Officer (and the Officer’s
heirs, executors, and administrators) to the
fullest extent permitted under applicable
law and regulations against any and all
expenses and liabilities reasonably incurred
by the Officer in connection with or arising
out of any action, suit, or proceeding in
which the Officer may be involved by reason
of having been a director or officer of the
Bank or any of their subsidiaries (whether
or not the Officer continues to be a
director or officer at the time of incurring
any such expenses or



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	 	 	 	liabilities) such expenses and liabilities to include, but not be limited to,
judgments, court costs and attorney’s fees and the cost of reasonable
settlements, such settlements to be approved by the Board of Bancorp or
the Bank, if such action is brought against the Officer in the Officer’s
capacity as an officer or director of Bancorp or the Bank or any of their
subsidiaries. Indemnification for expense shall not extend to matters for
which the Officer has been terminated for Just Cause. Nothing contained
herein shall be deemed to provide indemnification prohibited by applicable
law or regulation. Notwithstanding anything herein to the contrary, the
obligations of this Section 12 shall survive the term of this Agreement by
a period of seven years.
	 
	 	b.	 	Insurance. During the period in which indemnification of the
Officer is required under this Section, Bancorp or the Bank shall
provide the Officer (and the Officer’s heirs, executors, and
administrators) with coverage under a directors’ and officers’
liability policy at the expense of Bancorp or the Bank, at least
equivalent to such coverage provided to directors and senior
officers of Bancorp or the Bank, whichever is more favorable to the
Officer.



13.     Reimbursement of Officer’s Expenses to Enforce this Agreement. Bancorp or
the Bank shall reimburse the Officer for all out-of-pocket expenses, including,
without limitation, reasonable attorney’s fees, incurred by the Officer in
connection with successful enforcement by the Officer of the obligations of
Bancorp or the Bank to the Officer under this Agreement. Successful enforcement
shall mean the grant of an award of money or the requirement that Bancorp or
the Bank take some action specified by this Agreement (i) as a result of court
order; or (ii) otherwise by Bancorp or the Bank following an initial failure of
Bancorp or the Bank to pay such money or take such action promptly after
written demand therefor from the Officer stating the reason that such money or
action was due under this Agreement at or prior to the time of such demand.


14.     Adjustment of Certain Payments and Benefits.


     Bancorp and the Bank shall indemnify and hold the Officer harmless from
any and all loss, expense, or liability that the Officer may ever incur under
Code § 4999, or any successor provision, as the result of payments or benefits
that the Officer receives from Bancorp or the Bank or any successor to any of
its interests. Bancorp and the Bank shall have this obligation with respect to
any excise taxes (and any federal, state, and local income taxes on those
excise taxes) for which the Officer is liable under Code § 4999, or any
successor provision, pursuant to a tax return on which the Officer reports such
excise tax liability based on a reasonable analysis (that the Officer need not
file with the return) prepared by the Officer’s legal counsel. This paragraph
shall survive termination or expiration of this Agreement for any reason.


15.     Injunctive Relief. If there is a breach or threatened breach of Section
10.h. of this Agreement or the prohibitions upon disclosure contained in
Section 9.c. of this Agreement,


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Bancorp or the Bank and the Officer agree that there is no adequate remedy at
law for such breach, and that Bancorp and the Bank each shall be entitled to
injunctive relief restraining the Officer from such breach or threatened
breach, but such relief shall not be the exclusive remedy hereunder for such
breach. The parties hereto likewise agree that the Officer shall be entitled to
injunctive relief to enforce the obligations of Bancorp and the Bank under
Section 11 of this Agreement.


16.     Successors and Assigns.



	 	a.	 	This Agreement shall inure to the benefit of and be
binding upon any corporate or other successor of
Bancorp or the Bank which shall acquire, directly or
indirectly, by merger, consolidation, purchase or
otherwise, all or substantially all of the assets or
stock of Bancorp or the Bank.
	 
	 	b.	 	Since the Bank and Bancorp are contracting for the
unique and personal skills of the Officer, the
Officer’s rights or duties hereunder shall be
precluded from assignment or delegation without
first obtaining the written consent of the Bank and
Bancorp.



17.     No Mitigation. The Officer shall not be required to mitigate the amount of
any payment provided for in this Agreement by seeking other employment or
otherwise and no such payment shall be offset or reduced by the amount of any
compensation or benefits provided to the Officer in any subsequent employment.


18.     Notices. All notices, requests, demands and other communications in
connection with this Agreement shall be made in writing and shall be deemed to
have been given when delivered by hand or 48 hours after mailing at any general
or branch United States Post Office, by registered or certified mail, postage
prepaid, addressed as follows, or to such other address as shall have been
designated in writing by the addressee:



	 	a.	 	If to Bancorp or the Bank:

Sandy Spring Bancorp, Inc.

Sandy Spring Bank

17801 Georgia Avenue

Olney, Maryland 20832

Attention: R.E. Kuykendall, General Counsel
	 
	 	b.	 	If to the Officer:

Frank L. Bentz, III

17432 Astoria Lane

Silver Spring, Maryland 20905



19.     Joint and Severally Liability; Payments by Bancorp and the Bank. To the
extent permitted by law, except as otherwise provided herein, Bancorp and the
Bank shall be jointly and severally


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liable for the payment of all amounts due under this Agreement. Bancorp hereby
agrees that it shall be jointly and severally liable with the Bank for the
payment of all amounts due under this Agreement and shall guarantee the
performance of the Bank’s obligations thereunder, provided that Bancorp shall
not be required by this Agreement to pay to the Officer a salary or any bonuses
or any other cash payments, except in the event that the Bank does not fulfill
the obligations to the Officer hereunder for such payments. Bancorp may,
however, pay salary and bonuses as deemed appropriate by its Board in the
exercise of its discretion.


20.     No Plan Created by this Agreement. The Officer, Bancorp and the Bank
expressly declare and agree that this Agreement was negotiated among them and
that no provision or provisions of this Agreement are intended to, or shall be
deemed to, create any plan for purposes of the Employee Retirement Income
Security Act or any other law or regulation, and, Bancorp the Bank and the
Officer each expressly waives any right to assert the contrary. Any assertion
in any judicial or administrative filing, hearing, or process by or on behalf
of the Officer or Bancorp or the Bank that such a plan was so created by this
Agreement shall be deemed a material breach of this Agreement by the party
making such an assertion.


21.     Amendments. No amendments or additions to this Agreement shall be binding
unless made in writing and signed by all of the parties, except as herein
otherwise specifically provided.


22.     Applicable Law. Except to the extent preempted by Federal law, the laws of
the State of Maryland shall govern this Agreement in all respects, whether as
to its validity, construction, capacity, performance or otherwise.


23.     Severability. The provisions of this Agreement shall be deemed severable
and the invalidity or unenforceability of any provision shall not affect the
validity or enforceability of the other provisions hereof.


24.     Headings. Headings contained herein are for convenience of reference only.


25.     Entire Agreement. This Agreement, together with any understanding or
modifications thereof as agreed to in writing by the parties, shall constitute
the entire agreement among the parties hereto with respect to the subject
matter hereof, other than written agreements with respect to specific plans,
programs, or arrangements described in Sections 5 and 6, and supersedes all
prior agreements other than with respect to such specific plans, programs, or
arrangements.


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



	 	 	 	 
	 	SANDY SPRING BANK
	 	By:	 	/s/  Hunter R. Hollar
	 	

	 	Title: President
	 	




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	 	SANDY SPRING BANCORP, INC
	 	By:	 	/s/  Hunter R. Hollar
	 	

	 	 	 	Title: President
	 	

	 
	 
	 	OFFICER
	 
	 
	 	/s/  Frank L. Bentz, III
	 	

	 	Frank L. Bentz, III





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