exv10w23w1







	 	 	 	 	 



Exhibit 10.23.1




OLD LINE BANCSHARES, INC.




STOCK OPTION AGREEMENT




          This
Stock Option Agreement is entered into as of the ___ day of                     , 20___ by and
between Old Line Bancshares, Inc. (the “Company”), a Maryland corporation, and
                    
(“Grantee”).




ARTICLE 1

DEFINITIONS




          Definitions. As used in this Agreement, in addition to the terms defined elsewhere
herein, the following terms have the following meanings when used herein with initial capital
letters:




          (a) “Agreement” shall mean this Stock Option Agreement and shall include the applicable
provisions of any Plan which are hereby incorporated into and made a part of the Agreement.




          (b) “Common Stock” shall mean Shares of common stock of the Company, par value $.01 per share,
or any security into which such common stock may be changed by reason of any transaction or event
of the type referred to in Section 6 of the Plan.




          (c) “Exercise Date” shall mean the date on which the Company receives the written notice
required under Section 3.2 of this Agreement that Grantee has exercised the Option.




          (d) “Option” shall mean an option to acquire Common Stock that is granted pursuant to, as
contemplated by or is evidenced by this Agreement.




          (e) “Option Price” shall mean the price per share of Common Stock at which the Option may be
exercised.




          (f) “Plan” shall mean the Old Line Bancshares 2004 Equity Incentive Plan (the “2004 Plan”), a
copy of which is attached hereto as Exhibit B.




ARTICLE 2

GRANT OF OPTION




          Section 2.1 Grant of Nonqualified Stock Options.




          (a) The Company, pursuant to the 2004 Plan, has granted the Grantee the following Options:




	 	 	 	 	 	 	 
	Grant Date
	 	Number of Options
	 	Exercise Price
	 	First Exercisable






          (b) In addition, the Company hereby grants to Grantee, as of December 31 of each year,
beginning December 31, 20___, assuming Grantee is a director of the Company on such date and
assuming options are available for issuance under the 2004 Plan on such date, Options to purchase
                    
shares of Common Stock. The Option Price shall be set forth on Exhibit C, and a
copy of Exhibit C, as updated, shall be sent to the Grantee no less than annually. Notwithstanding
the foregoing, prior to any December 31, the Board of Directors of the Company may amend or remove
this Section 2.1(c) in its sole discretion and the Grantee shall have no rights with respect to
this Section 2.1(c) with respect to any Options which have not then been granted.




          Section 2.2 Term of Option. The Option granted pursuant to Sections 2.1 shall expire
on the tenth anniversary of their grant date, unless such Option terminates earlier pursuant to
other provisions of this Agreement.




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ARTICLE 3

EXERCISE OF OPTION




          Section 3.1 Manner of Exercise. The Option may be exercised, in whole or in part, by
delivering written notice to the Board of Directors in such form as the Board of Directors may
require from time to time. Such notice shall specify the number of shares of Common Stock subject
to the Option as to which the Option is being exercised, and shall be accompanied by full payment
of the Option Price of the shares of Common Stock as to which the Option is being exercised. In
addition, for so long as the shares subject to the Plan are not registered under the Securities Act
of 1933, as amended, or otherwise exempt from such registration, such notice shall be accompanied
by a written statement that the shares are purchased for investment and not with a view to
distribution and acknowledgment of restrictions on the transferability of the shares. Payment of
the Option Price shall be made as provided in the Plan. The Option may be exercised only in
multiples of whole shares and no partial shares shall be issued. A form of notice is attached
hereto as Exhibit A.




          Section 3.2 Issuance of Shares and Payment of Option Price Upon Exercise. Upon
exercise of the Option, in whole or in part, in accordance with the terms of this Agreement and
upon payment of the Option Price for the shares of Common Stock as to which the Option is
exercised, the Company shall issue to Grantee the number of shares of Common Stock paid for, in the
form of fully paid and non-assessable Common Stock.




ARTICLE 4

TERMINATION OF OPTION




          All Options shall terminate on the first anniversary of the effective date of termination of
the Grantee’s service on the Board of Directors.




          In the event of the death of the Grantee while a director of the Company or Old Line Bank (the
“Bank”) or if the Grantee shall die within three (3) months after ceasing to be a director of the
Company or the Bank, all Options granted to him as contemplated by this Agreement and not
theretofore exercised by him or expired shall be exercisable by the estate of the Grantee or by any
person who acquired such option by bequest or inheritance from the Grantee, at any time within one
(1) year after the death of the Grantee. References hereinabove to the Grantee shall be deemed to
include any person entitled to exercise the option after the death of the Grantee under the terms
of this section.




ARTICLE 5

MISCELLANEOUS




          Section 5.1 Non-Guarantee of Employment. Nothing in the Plan or this Agreement shall
be construed as a contract of employment between the Company or the Bank or any affiliate and
Grantee, or as a contractual right of Grantee to continue in the employ or as a director of the
Company or the Bank or any affiliate, or as a limitation of the right of the Company or the Bank or
an affiliate to remove Grantee at any time.




          Section 5.2 No Rights of Stockholder. Grantee shall not have any of the rights of a
stockholder with respect to the shares of Common Stock that may be issued upon the exercise of the
Option until such shares of Common Stock have been issued to him or her upon the due exercise of
the Option.




          Section 5.3 Agreement Subject to Charter and By-Laws. This Agreement is subject to the
Charter and By-Laws of the Company, and any applicable federal or state laws, rules or regulations.




          Section 5.4 Gender. As used herein the masculine shall include the feminine as the
circumstances may require.




          Section 5.5 Headings. The headings in the Agreement are for reference purposes only
and shall not affect the meaning or interpretation of the Agreement.




          Section 5.6 Notices. All notices and other communications made or given pursuant to
the Agreement shall be in writing and shall be sufficiently made or given if hand delivered or
mailed by certified mail, addressed to
Grantee at the address contained in the records of the Company or an affiliate, and to the Company
for the attention of its Secretary at its principal office.




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          Section 5.7 Tax Withholding. The Company shall have the right to deduct from all
Options granted any federal, state, local or employment taxes which it deems are required by law to
be withheld with respect to such grants. In addition, the Company shall have the right to require
a Grantee, upon grant or exercise of an option, to pay to the Company the minimum amount of any
federal or state taxes, including payroll taxes, if any, that the Company is required to withhold.




ARTICLE 6

SCOPE OF AGREEMENT




          Section 6.1 Entire Agreement; Modification. The Agreement, along with the Plan,
contains the entire agreement between the parties with respect to the subject matter contained
herein and supersedes all prior agreements or understandings between the parties with respect to
Options described in this Agreement. This Agreement may not be modified or amended except as
provided in the Plan or in a written document signed by each of the parties hereto.




          Section 6.2 Conformity with Plan. This Agreement is intended to conform in all
respects with, and is subject to all applicable provisions of, the Plan, which is incorporated
herein by reference. In the event of any inconsistencies between this Agreement and the Plan, the
Plan shall control.




          Section 6.3 Counterparts. The Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed to be an original and all of which together shall
constitute one and the same instrument.




          Section 6.4 Acknowledgment. BEFORE SIGNING HEREUNDER, THE GRANTEE SHOULD READ AND
THOROUGHLY REVIEW THE PLAN ATTACHED HERETO AS EXHIBIT B. BY SIGNING HEREUNDER, THE GRANTEE
ACKNOWLEDGES RECEIPT OF THE PLAN AND REPRESENTS THAT GRANTEE HAS READ AND THOROUGHLY REVIEWED THE
PLAN.




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




	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	OLD LINE BANCSHARES, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 


	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	GRANTEE	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 





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EXHIBIT A




Old Line Bancshares, Inc.

2995 Crain Highway

P.O. Box 1890

Waldorf, Maryland 20604




Ladies and Gentlemen:




          I hereby exercise the Option granted to me on                                          , by Old Line Bancshares, Inc. (the “Company”),
subject to all the terms and provisions thereof and of the Old Line Bancshares, Inc. 2004 Equity
Incentive Plan (the “Plan”), and notify you of my desire to purchase shares of Common Stock of the
Company at a price of $                      per share pursuant to the exercise of said Option.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Amount Enclosed: $  	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	 	 	 	 	 	 	(Optionee)
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Received by Old Line Bancshares, Inc. on	 
	.	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 





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EXHIBIT B




COPY OF PLAN




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EXHIBIT C





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