stockplan_exhibit.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    RELIANCE
BANCSHARES, INC.

     

    2010 RESTRICTED STOCK
PLAN

     

     

    Article
1

     

     

    GENERAL

     

    Section
1.1 Purpose,
Effective Date and Term.  The purpose of this
Reliance
Bancshares, Inc. 2010
Restricted
Stock Plan (the “Plan”) is to promote the
long-term financial success of Reliance
bancshares, Inc., a Missouri corporation (the “Company”), and any Subsidiary
by providing a means to attract, retain and reward individuals who can and do
contribute to such success and to further align their interests with those of
the Company’s shareholders.  The “Effective Date” of the Plan is
January
19, 2010.  The Plan shall remain in effect as long as any
awards under it are outstanding; provided, however, that no
awards may be granted under the Plan after the ten-year anniversary of the
Effective Date.

     

    Section
1.2 Administration.  The authority to
control and manage the operation of the Plan shall be vested in the Compensation
Committee of the Company’s Board of Directors (the “Committee”), in accordance
with Section 5.1.

     

    Section
1.3 Participation.  Each employee or
Director of, or advisor to, the Company or any Subsidiary of the Company who is
granted an award in accordance with the terms of the Plan shall be a “Participant” in the
Plan.  Awards under the Plan shall be limited to employees and
Directors of and advisors to, the Company or any Subsidiary; provided, however, that an
award may be granted to an individual prior to the date on which he or she first
performs services as an employee, Director or advisor, provided that such award
does not become vested prior to the date such individual commences such
services.

     

    Section
1.4 Definitions.  Capitalized terms
in the Plan shall be defined as set forth in the Plan (including the definition
provisions of Article 8).

     

     

    Article
2

     

     

    AWARDS

     

    Section
2.1 General.  Any award under
the Plan may be granted singularly, in combination with another award (or
awards), or in tandem with another award held by the
Participant.  Each award under the Plan shall be subject to the terms
and conditions of the Plan and such additional terms, conditions, limitations
and restrictions as the Committee shall provide with respect to such award and
as evidenced in the Award Agreement.  An award may be granted as an
alternative to or replacement of an existing award under (i) the Plan; (ii) any
other plan of the Company or any Subsidiary; (iii) any Prior Plan; or (iv) as
the form of payment for grants or rights earned or due under any other
compensation plan or arrangement of the Company or any Subsidiary, including
without limitation the plan of any entity acquired by the Company or any
Subsidiary.  The types of awards that may be granted under the Plan
include:

     

    (a) Restricted
Stock.  A Restricted Stock Award is an Award entitling the
recipient to acquire, at no cost or for a purchase price determined by the
Committee, shares of Stock subject to such restrictions and conditions as the
Committee may determine at the time of grant (“Restricted Stock”). Conditions
may be based on continuing service and/or achievement of pre-established
performance goals and objectives. In addition, a Restricted Stock Award may be
granted to a Director or employee by the Committee in lieu of any compensation
due to such Director or employee.

     

    (b) Restricted Stock Units. 
A Restricted Stock Unit Award is an Award evidencing the right of the recipient
to receive an equivalent number of shares of Stock on a specific date or upon
the attainment of pre-established performance goals, objectives, and other
conditions as specified by the Committee, with the units being subject to such
restrictions and conditions as the Committee may determine at the time of grant
(“Restricted Stock
Units”). Conditions may be based on continuing service and/or achievement
of pre-established performance goals and objectives. In addition, a Restricted
Stock Unit Award may be granted to a Director or employee by the Committee in
lieu of any compensation due to such Director or employee.  Restricted
Stock Unit Awards may be settled in shares of Stock, cash or a combination
thereof, as may be determined by the Committee.

     

    Section
2.2 Dividends
and Dividend Equivalents.  Any award under the
Plan may provide the Participant with the right to receive dividend payments or
dividend equivalent payments with respect to shares of Stock subject to the
award, which payments may be either made currently or credited to an account for
the Participant, may be settled in cash or Stock, or a combination thereof, and
may be subject to restrictions similar to the underlying award.

     

    Section
2.3 Deferred
Compensation.  If any award
would be considered “deferred compensation” as defined under Code Section 409A
(“Deferred
Compensation”), the Committee reserves the absolute right (including the
right to delegate such right) to unilaterally amend the Plan or the Award
Agreement, without the consent of the Participant, to avoid the application of,
or to maintain compliance with, Code Section 409A.  Any amendment by
the Committee to the Plan or an Award Agreement pursuant to this Section 2.3 shall
maintain, to the extent practicable, the original intent of the applicable
provision without violating Code Section 409A.  A Participant’s
acceptance of any award under the Plan constitutes acknowledgement and consent
to such rights of the Committee, without further consideration or
action.  Any discretionary authority retained by the Committee
pursuant to the terms of this Plan or pursuant to an Award Agreement shall not
be applicable to an award which is determined to constitute Deferred
Compensation, if such discretionary authority would contravene Code Section
409A.

     

    Section
2.4 Forfeiture
of Awards.  Unless specifically provided to the contrary in an
Award Agreement, upon notification of Termination of Service for Cause, any
outstanding award, whether vested or unvested, held by a Participant shall
terminate immediately, the award shall be forfeited and the Participant shall
have no further rights thereunder.

     

     

    Article
3                      

     

     

    SHARES SUBJECT TO
PLAN

     

    Section
3.1 Available
Shares.  The
shares of Stock with respect to which awards may be made under the Plan shall be
shares currently authorized but unissued, currently held or, to the extent
permitted by applicable law, subsequently acquired by the Company, including
shares purchased in the open market or in private transactions.

     

    Section
3.2 Share
Limitations. 

     

    (a) Share
Reserve.  Subject to the following provisions of this Section 3.2, the maximum
number of shares of Stock that may be delivered to Participants and their
beneficiaries in the aggregate under the Plan shall be 500,000 shares of
Stock.  The aggregate number of shares available for grant under this
Plan and the number of shares of Stock subject to outstanding awards shall be
subject to adjustment as provided in Section 3.3.

     

    (b) Reuse of Shares.  To the
extent any shares of Stock covered by an award under the Plan are forfeited or
are not delivered to a Participant or beneficiary for any reason, including
because the award is forfeited, canceled or settled in cash, such shares shall
not be deemed to have been delivered for purposes of determining the maximum
number of shares of Stock available for delivery under the Plan and shall again
become eligible for issuance under the Plan.

     

    Section
3.3 Corporate
Transactions. 
To the extent permitted under Section 409A, to the extent applicable, in
the event of a corporate transaction involving the Company or the shares of
Stock of the Company (including any stock dividend, stock split, extraordinary
cash dividend, recapitalization, reorganization, merger, consolidation,
split-up, spin-off, combination or exchange of shares), all outstanding awards
under the Plan, the number of shares reserved for issuance under the Plan under
Section 3.2 shall
automatically be adjusted to proportionately and uniformly reflect such
transaction; provided,
however, that the Committee may otherwise adjust awards (or prevent such
automatic adjustment) as it deems necessary, in its sole discretion, to preserve
the benefits or potential benefits of the awards and the Plan.  Action by
the Committee may include: (i) adjustment of the number and kind of shares which
may be delivered under the Plan; (ii) adjustment of the number and kind of
shares subject to outstanding awards; and (iii) any other adjustments that the
Committee determines to be equitable (which may include, (A) replacement of
awards with other awards which the Committee determines have comparable value
and which are based on stock of a company resulting from the transaction, and
(B) cancellation of the award in return for cash payment of the current
value of the award, determined as though the award were fully vested at the time
of payment).

     

    Section
3.4 Delivery
of Shares. 
Delivery of shares of Stock or other amounts under the Plan shall be
subject to the following:

     

    (a) Compliance with Applicable
Laws.  Notwithstanding any other provision of the Plan, the Company
shall have no obligation to deliver any shares of Stock or make any other
distribution of benefits under the Plan unless such delivery or distribution
complies with all applicable laws (including, the requirements of the Securities
Act), and the applicable requirements of any securities exchange or similar
entity.

     

    (b) Certificates.  To the
extent that the Plan provides for the issuance of shares of Stock, the issuance
may be affected on a non-certificated basis, to the extent not prohibited by
applicable law or the applicable rules of any stock exchange.

     

    Section
3.5 Minimum
Capital Requirements.  If the capital of
the Company or any Subsidiary of the Company falls below the minimum capital
requirements, as determined from time to time by its state of primary federal
regulator, then the primary federal regulator may direct the Company or such
Subsidiary to require the Participant to forfeit their RSUs.

     

     

    Article
4                      

     

     

    CHANGE IN
CONTROL

     

    Section
4.1 Consequence
of a Change in Control.  Subject to the provisions of Section 3.3 (relating to
the adjustment of shares), and except as otherwise provided in the Plan or in
the terms of any Award Agreement, at the time of a Change in Control, all
Restricted Stock or Restricted Stock Unit awards shall be fully earned and
vested immediately upon the Change in Control.

     

    Section
4.2 Definition
of Change in Control.  For purposes of the
Plan, “Change in Control” shall mean in the case of a Participant with a
then-current written employment agreement (or other similar agreement) with the
Company or a Subsidiary that provides a definition of termination for “change in
control,” then, for purposes of this Plan, the term “Change in Control” shall
have meaning set forth in such agreement.  For all other Participants,
a Change in Control shall be deemed to have occurred if:

     

    (a) Any
Person other than a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or a corporation owned directly or
indirectly by the shareholders of the Company in substantially the same
proportions as their ownership of stock of the Company, is or becomes the
beneficial owner (within the meaning of Rule 13d-3 of the Exchange Act),
directly or indirectly, of securities of the representing more than fifty
percent (50%) of the total voting power represented by the Company’s or the
Company’s Missouri-based bank’s then outstanding voting securities;
or

     

    (b) During
any period of twelve (12) consecutive months, individuals who at the beginning
of such period constitute the Board of Directors of the Company and any new
Director whose election by the Board of Directors or nomination for election by
the Company’s shareholders was approved by a vote of at least two-thirds (2/3)
of the Directors then still in office who either were Directors at the beginning
of the period or whose election or nomination for election was previously so
approved, cease for any reason to constitute a majority thereof; or

     

    (c) Consummation
of:  (i) a merger or consolidation of the Company or the Company’s
Missouri-based Bank with any other corporation, other than a merger or
consolidation which would result in the voting securities of the Company or the
Company’s Missouri-based bank outstanding immediately prior thereto continuing
to represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) at least sixty-six percent (66%) of the
total voting power represented by the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation; or
(ii) a complete liquidation of the Company or the Company’s Missouri-based bank
or an agreement for the sale or disposition by the Company of all or
substantially all the Company’s or the or the Company’s Missouri-based bank’s
assets.

     

    In the
event that any award under the Plan constitutes Deferred Compensation, and the
settlement of, or distribution of benefits under such award is to be triggered
by a Change in Control, then such settlement or distribution shall be subject to
the event constituting the Change in Control also constituting a “change in the
ownership” or “change in the effective control” of the Company, as permitted
under Code Section 409A.

     

     

    Article
5

     

     

    COMMITTEE

     

    Section
5.1 Administration.  The authority to
control and manage the operation and administration of the Plan shall be vested
in the Committee in accordance with this Article 5.  If the
Committee does not exist, or for any other reason determined by the Board, the
Board may take any action under the Plan that would otherwise be the
responsibility of the Committee.

     

    Section
5.2 Powers of
Committee. 
The Committee’s administration of the Plan shall be subject to the
following:

     

    (a) Subject
to the provisions of the Plan, the Committee will have the authority and
discretion to select from among the Company’s and any Subsidiary’s employees,
Directors and advisors those persons who shall receive awards, to determine the
time or times of receipt, to determine the types of awards and the number of
shares covered by the awards, to establish the terms, conditions, performance
criteria, restrictions, and other provisions of such awards, (subject to the
restrictions imposed by Article 6) to cancel or
suspend awards and to reduce or eliminate any restrictions or vesting
requirements applicable to an award at any time after the grant of the
award.

     

    (b)   The
Committee will have the authority and discretion to interpret the Plan, to
establish, amend and rescind any rules and regulations relating to the Plan, and
to make all other determinations that may be necessary or advisable for the
administration of the Plan.

     

    (c) The
Committee will have the authority to define terms not otherwise defined
herein.

     

    (d) Any
interpretation of the Plan by the Committee and any decision made by it under
the Plan is final and binding on all persons.

     

    (e) In
controlling and managing the operation and administration of the Plan, the
Committee shall take action in a manner that conforms to the articles and bylaws
of the Company and applicable state corporate law.

     

    Section
5.3 Delegation
by Committee. 
Except to the extent prohibited by applicable law, the applicable rules
of a stock exchange or the Plan, or as necessary to comply with the exemptive
provisions of Rule 16b-3 promulgated under the Exchange Act, the Committee may
allocate all or any portion of its responsibilities and powers to any one or
more of its members and may delegate all or any part of its responsibilities and
powers to any person or persons selected by it.  The acts of such delegates
shall be treated hereunder as acts of the Committee and such delegates shall
report regularly to the Committee regarding the delegated duties and
responsibilities and any awards so granted.  Any such allocation or
delegation may be revoked by the Committee at any time.

     

    Section
5.4 Information
to be Furnished to Committee.  As may be permitted by
applicable law, the Company and any Subsidiary shall furnish the Committee with
such data and information as it determines may be required for it to discharge
its duties.  The records of the Company and any Subsidiary as to an
employee’s or Participant’s employment, termination of employment, leave of
absence, reemployment and compensation shall be conclusive on all persons unless
determined by the Committee to be manifestly incorrect.  Subject to
applicable law, Participants and other persons entitled to benefits under the
Plan must furnish the Committee such evidence, data or information as the
Committee considers desirable to carry out the terms of the Plan.

     

    Section
5.5 Expenses
and Liabilities.  All expenses and
liabilities incurred by the Committee in the administration and interpretation
of the Plan or any Award Agreement shall be borne by the Company.  The
Committee may employ attorneys, consultants, accountants or other persons in
connection with the administration and interpretation of the
Plan.  The Company, its management and its officers and Directors,
shall be entitled to rely upon the advice, opinions or valuations of any such
persons.

     

     

    Article
6                      

     

     

    AMENDMENT AND
TERMINATION

     

    Section
6.1 General.  The Board may, as
permitted by law, at any time, amend or terminate the Plan, and may amend any
Award Agreement, provided that no amendment or termination (except as provided
in Section 2.3, Section 3.3 and Section 6.2) may, in the
absence of written consent to the change by the affected Participant (or, if the
Participant is not then living, the affected beneficiary), impair the rights of
any Participant or beneficiary under any award granted which was granted under
the Plan prior to the date such amendment is adopted by the Board.

     

    Section
6.2 Amendment
to Conform to Law.  Notwithstanding any
provision in this Plan or any Award Agreement to the contrary, the Committee may
amend the Plan or an Award Agreement, to take effect retroactively or otherwise,
as deemed necessary or advisable for the purpose of conforming the Plan or the
Award Agreement to any present or future law relating to plans of this or
similar nature (including, but not limited to, Code Section 409A).  By
accepting an award under this Plan, each Participant agrees and consents to any
amendment made pursuant to this Section 6.2 or Section 2.3 to any award
granted under this Plan without further consideration or action.

     

     

    Article
7

     

     

    GENERAL
TERMS

     

    Section
7.1 No Implied
Rights.

     

    (a) No Rights to Specific Assets. 
Neither a Participant nor any other person shall by reason of
participation in the Plan acquire any right in or title to any assets, funds or
property of the Company or any Subsidiary whatsoever, including any specific
funds, assets, or other property which the Company or any Subsidiary, in its
sole discretion, may set aside in anticipation of a liability under the
Plan.  A Participant shall have only a contractual right to the Stock or
amounts, if any, payable or distributable under the Plan, unsecured by any
assets of the Company or any Subsidiary, and nothing contained in the Plan shall
constitute a guarantee that the assets of the Company or any Subsidiary shall be
sufficient to pay any benefits to any person.

     

    (b) No Contractual Right to Employment
or Future Awards.  The Plan does not constitute a contract of
employment, and selection as a Participant will not give any participating
employee the right to be retained in the employ of the Company or any Subsidiary
or any right or claim to any benefit under the Plan, unless such right or claim
has specifically accrued under the terms of the Plan.  No individual shall
have the right to be selected to receive an award under this Plan, or, having
been so selected, to receive a future award under this Plan.

     

    (c) No Rights as a
Shareholder.  Except as otherwise provided in the Plan, no
award under the Plan shall confer upon the holder thereof any rights as a
shareholder of the Company prior to the date on which the individual fulfills
all conditions for receipt of such rights.

     

    Section
7.2 Transferability.  Except as otherwise so
provided by the Committee, awards under the Plan are not transferable except as
designated by the Participant by will or by the laws of descent and distribution
or pursuant to a qualified domestic relations order, as defined in the Code or
Title I of the Employee Retirement Income Security Act of 1974, as
amended.  The Committee shall have the discretion to permit the
transfer of awards under the plan; provided, however, that such
transfers shall be limited to immediate family members of participants, trusts
and partnerships established for the primary benefit of such family members or
to charitable organizations, and; provided, further, that such
transfers are not made for consideration to the Participant.

     

    Section
7.3 Designation
of Beneficiaries.  A Participant
hereunder may file with the Company a written designation of a beneficiary or
beneficiaries under this Plan and may from time to time revoke or amend any such
designation (“Beneficiary
Designation”).  Any designation of beneficiary under this Plan
shall be controlling over any other disposition, testamentary or otherwise;
provided, however, that
if the Committee is in doubt as to the entitlement of any such beneficiary to
any award, the Committee may determine to recognize only the legal
representative of the Participant in which case the Company, the Committee and
the members thereof shall not be under any further liability to
anyone.

     

    Section
7.4 Non-Exclusivity.  The adoption of this
Plan by the Board shall not be construed as creating any limitations on the
power of the Board or the Committee to adopt such other incentive arrangements,
or grant awards under established plans, as either may deem desirable,
including, without limitation, the granting of restricted stock, restricted
stock units or other equity awards otherwise than under the Plan or an
arrangement that is or is not intended to qualify under Code Section 162(m), and
such arrangements may be either generally applicable or applicable only in
specific cases.

     

    Section
7.5 Award
Agreement. 
Each award granted under the Plan shall be evidenced by an Award
Agreement.  A copy of the Award Agreement, in any medium chosen by the
Committee, shall be provided (or made available electronically) to the
Participant, and the Committee may but need not require that the Participant
sign a copy of the Award Agreement.

     

    Section
7.6 Form and
Time of Elections. 
Unless otherwise specified herein, each election required or permitted to
be made by any Participant or other person entitled to benefits under the Plan,
and any permitted modification, or revocation thereof, shall be filed with the
Company at such times, in such form, and subject to such restrictions and
limitations, not inconsistent with the terms of the Plan, as the Committee shall
require.

     

    Section
7.7 Evidence.  Evidence required of
anyone under the Plan may be by certificate, affidavit, document or other
information which the person acting on it considers pertinent and reliable, and
signed, made or presented by the proper party or parties.

     

    Section
7.8 Tax
Withholding. 
All distributions under the Plan are subject to withholding of all
applicable taxes and the Committee may condition the delivery of any shares or
other benefits under the Plan on satisfaction of the applicable withholding
obligations.  Except as otherwise provided by the Committee, such
withholding obligations may be satisfied:  (a) through cash
payment by the Participant; (b) through the surrender of shares of Stock
which the Participant already owns; or (c) through the surrender of shares
of Stock to which the Participant is otherwise entitled under the Plan; provided, however, that
except as otherwise specifically provided by the Committee, such shares under
clause (c) may not be used to satisfy more than the Company’s minimum statutory
withholding obligation.

     

    Section
7.9 Action by
Company or Subsidiary.  Any action required or
permitted to be taken by the Company or any Subsidiary shall be by resolution of
its board of directors, or by action of one or more members of the board
(including a committee of the board) who are duly authorized to act for the
board, or (except to the extent prohibited by applicable law or applicable rules
of any stock exchange) by a duly authorized officer of the Company or such
Subsidiary.

     

    Section
7.10 Successors.  All obligations of the
Company under this Plan shall be binding upon and inure to the benefit of any
successor to the Company, whether the existence of such successor is the result
of a direct or indirect purchase, merger, consolidation or otherwise, of all or
substantially all of the business, stock, and/or assets of the
Company.

     

    Section
7.11 Indemnification.  To the fullest extent
permitted by law, each person who is or shall have been a member of the
Committee, or of the Board, or an officer of the Company to whom authority was
delegated in accordance with Section 5.3, or an
employee of the Company shall be indemnified and held harmless by the Company
against and from any loss (including amounts paid in settlement), cost,
liability or expense (including reasonable attorneys’ fees) that may be imposed
upon or reasonably incurred by him or her in connection with or resulting from
any claim, action, suit, or proceeding to which he or she may be a party or in
which he or she may be involved by reason of any action taken or failure to act
under the Plan and against and from any and all amounts paid by him or her in
settlement thereof, with the Company’s approval, or paid by him or her in
satisfaction of any judgment in any such action, suit, or proceeding against him
or her, provided he or she shall give the Company an opportunity, at its own
expense, to handle and defend the same before he or she undertakes to handle and
defend it on his or her own behalf, unless such loss, cost, liability, or
expense is a result of his or her own willful misconduct or except as expressly
provided by statute.  The foregoing right of indemnification shall not
be exclusive of any other rights of indemnification to which such persons may be
entitled under the Company’s charter or bylaws, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold them
harmless.

     

    Section
7.12 No
Fractional Shares. 
No fractional shares of Stock shall be issued or delivered pursuant to
the Plan or any award.  The Committee shall determine whether cash,
Stock or other property shall be issued or paid in lieu of fractional shares or
whether such fractional shares or any rights thereto shall be forfeited or
otherwise eliminated.

     

    Section
7.13 Governing
Law.  The
Plan, all awards granted hereunder, and all actions taken in connection herewith
shall be governed by and construed in accordance with the laws of the State of
Missouri without reference to principles of conflict of laws, except as
superseded by applicable federal law.

     

    Section
7.14 Benefits
Under Other Plans. 
Except as otherwise provided by the Committee, awards to a Participant
(including the grant and the receipt of benefits) under the Plan shall be
disregarded for purposes of determining the Participant’s benefits under, or
contributions to, any Qualified Retirement Plan, non-qualified plan and any
other benefit plans maintained by the Participant’s employer.  The
term “Qualified Retirement
Plan” means any plan of the Company or a Subsidiary that is intended to
be qualified under Code Section 401(a).

     

    Section
7.15 Validity.  If any provision of
this Plan is determined to be illegal or invalid for any reason, said illegality
or invalidity shall not affect the remaining parts hereof, but this Plan shall
be construed and enforced as if such illegal or invalid provision had never been
included herein.

     

    Section
7.16 Notice.  Unless otherwise
provided in an Award Agreement, all written notices and all other written
communications to the Company provided for in the Plan, or any Award Agreement,
shall be delivered personally or sent by registered or certified mail, return
receipt requested, postage prepaid (provided that
international mail shall be sent via overnight or two-day delivery), or sent by facsimile or
prepaid overnight courier to the Company at the address set forth
below:

     

    Reliance
Bancshares, Inc.

    10401
Clayton Road

    Frontenac,
Missouri  63131

    Fax:
(314) 569-7300

     

    Such
notices, demands, claims and other communications shall be deemed
given:

     

    (a) in the
case of delivery by overnight service with guaranteed next day delivery, the
next day or the day designated for delivery;

     

    (b) in the
case of certified or registered U.S. mail, five (5) days after deposit in the
U.S. mail; or

     

    (c) in the
case of facsimile, the date upon which the transmitting party received
confirmation of receipt by facsimile, telephone or otherwise;

     

    provided, however, that in no
event shall any such communications be deemed to be given later than the date
they are actually received, provided they are actually received.  In
the event a communication is not received, it shall only be deemed received upon
the showing of an original of the applicable receipt, registration or
confirmation from the applicable delivery service
provider.  Communications that are to be delivered by the U.S. mail or
by overnight service to the Company shall be directed to the attention of the
Company’s senior human resource officer and Corporate Secretary.

     

     

    Article
8                      

     

     

    DEFINED TERMS;
CONSTRUCTION

     

    Section
8.1 In
addition to the other definitions contained herein, unless otherwise
specifically provided in an Award Agreement, the following definitions shall
apply:

     

    (a) “Award Agreement” means the
document (in whatever medium prescribed by the Committee) which evidences the
terms and conditions of an award under the Plan.  Such document is
referred to as an agreement regardless of whether Participant signature is
required.

     

    (b) “Board” means the Board of
Directors of the Company.

     

    (c) If the
Participant is subject to an employment agreement (or other similar agreement)
with the Company or a Subsidiary that provides a definition of termination for
“cause,” then, for purposes of this Plan, the term “Cause” shall have meaning set
forth in such agreement.  In the absence of such a definition, “Cause”
means:  (1) any act of (A) fraud or intentional misrepresentation, or
(B) embezzlement, misappropriation or conversion of assets or opportunities of
the Company or Subsidiary, or (2) willful violation of any law, rule or
regulation in connection with the performance of a Participant’s duties (other
than traffic violations or similar offenses), or (3) with respect to any
employee of the Company or Subsidiary, commission of any act of moral turpitude
or conviction of a felony, or (4) the willful or negligent failure of the
Participant to perform his duties in any material respect.

     

    (d) “Change in Control” has the
meaning ascribed to it in Section 4.2.

     

    (e) “Code” means the Internal
Revenue Code of 1986, as amended, and   any rules, regulations and guidance
promulgated thereunder, as modified from time to time.

     

    (f) “Code Section 409A” means the
provisions of Section 409A of the Code and any rules, regulations and guidance
promulgated thereunder.

     

    (g) “Committee” means the Committee
acting under Article 5.

     

    (h) “Director” means a member of
the board of directors, or advisory board, of the Company or a
Subsidiary.

     

    (i) “Exchange Act” means the
Securities Exchange Act of 1934, as amended from time to time.

     

    (j) “Fair Market Value” shall, on
any date, mean the officially-quoted closing selling price of the shares on such
date on the principal national securities exchange on which such shares are
listed or admitted to trading (including the New York Stock Exchange, Nasdaq
Stock Market, Inc. or such other market or exchange in which such prices are
regularly quoted) or, if there have been no sales with respect to shares on such
date, the Fair Market Value shall be the value established by the Board in good
faith and in accordance with Code Sections 422 and 409A.

     

    (k) “Participant” means any
individual who has received, and currently holds, an outstanding award under the
Plan.

     

    (l) “Prior Plans” means
collectively the Reliance Bancshares, Inc. 2001 Incentive Stock Option Plan, the
Reliance Bancshares, Inc. 2001 Non-Qualified Stock Option Plan, the Reliance
Bancshares, Inc. 2003 Incentive Stock Option Plan, the Reliance Bancshares, Inc.
2003 Non-Qualified Stock Option Plan, the Reliance Bancshares, Inc. 2004
Non-Qualified Stock Option Plan, the Reliance Bancshares, Inc. 2005 Incentive
Stock Option Plan, the Reliance Bancshares, Inc. 2005 Non-Qualified Stock Option
Plan and the Reliance Bancshares, Inc. 2007 Non-Qualified Stock Option
Plan.

     

    (m) “Securities Act” means the
Securities Act of 1933, as amended from time to time.

     

    (n) “Stock” means the common stock
of the Company, $0.25 par value per share.

     

    (o) “Subsidiary” means any
corporation, affiliate or other entity which would be a subsidiary corporation
with respect to the Company as defined in Code Section 424(f) and shall
also mean any partnership or joint venture in which the Company and/or other
Subsidiary owns more than fifty percent (50%) of the capital or profits
interests.

     

    (p) “Termination of Service” means
the first day occurring on or after a grant date on which the Participant ceases
to be an employee of, or service provider to (which, for purposes of this
definition, includes Directors), the Company or any Subsidiary, regardless of
the reason for such cessation, subject to the following:

     

    (i) The
Participant’s cessation as an employee or service provider shall not be deemed
to occur by reason of the transfer of the Participant between any affiliate of
the Company.

     

    (ii) The
Participant’s cessation as an employee or service provider shall not be deemed
to occur by reason of the Participant’s being on a leave of absence from the
Company or a Subsidiary approved by the Company or Subsidiary otherwise
receiving the Participant’s services.

     

    (iii) If, as a
result of a sale or other transaction, the Subsidiary for whom Participant is
employed (or to whom the Participant is providing services) ceases to be a
Subsidiary, and the Participant is not, following the transaction, an Employee
of or service provider to the Company or an entity that is then a Subsidiary,
then the occurrence of such transaction shall be treated as the Participant’s
Termination of Service caused by the Participant being discharged by the entity
for whom the Participant is employed or to whom the Participant is providing
services.

     

    (iv) A service
provider whose services to the Company or a Subsidiary are governed by a written
agreement with the service provider will cease to be a service provider at the
time the term of such written agreement ends (without renewal); and a service
provider whose services to the Company or a Subsidiary are not governed by a
written agreement with the service provider will cease to be a service provider
on the date that is ninety (90) days after the date the service provider last
provides services requested by the Company or any Subsidiary (as determined by
the Committee).

     

    (v) Unless
otherwise provided by the Committee, an employee who ceases to be an employee,
but becomes or remains a Director, or a Director who ceases to be a Director,
but becomes or remains an employee, shall not be deemed to have incurred a
Termination of Service.

     

    (vi) Notwithstanding
the forgoing, in the event that any award under the Plan constitutes Deferred
Compensation, the term Termination of Service shall be interpreted by the
Committee in a manner not to be inconsistent with the definition of “Separation
from Service” as defined under Code Section 409A.

     

    (q) “Voting Securities” means any
securities which ordinarily possess the power to vote in the election of
Directors without the happening of any pre-condition or
contingency.

     

    Section
8.2 In this
Plan, unless otherwise stated or the context otherwise requires, the following
uses apply:

     

    (a) actions
permitted under this Plan may be taken at any time and from time to time in the
actor’s reasonable discretion;

     

    (b) references
to a statute shall refer to the statute and any successor statute, and to all
regulations promulgated under or implementing the statute or its successor, as
in effect at the relevant time;

     

    (c) in
computing periods from a specified date to a later specified date, the words
“from” and “commencing on” (and the like) mean “from and including,” and the
words “to,” “until” and “ending on” (and the like) mean “to, but
excluding”;

     

    (d) references
to a governmental or quasi-governmental agency, authority or instrumentality
shall also refer to a regulatory body that succeeds to the functions of the
agency, authority or instrumentality;

     

    (e) indications
of time of day shall be based upon the time applicable to the location of the
principal headquarters of the Company;

     

    (f) “including”
means “including, but not limited to”;

     

    (g) all
references to sections, schedules and exhibits are to sections, schedules and
exhibits in or to this Plan unless otherwise specified;

     

    (h) all words
used in this Plan will be construed to be of such gender or number as the
circumstances and context require;

     

    (i) the
captions and headings of articles, sections, schedules and exhibits appearing in
or attached to this Plan have been inserted solely for convenience of reference
and shall not be considered a part of this Plan nor shall any of them affect the
meaning or interpretation of this Plan or any of its provisions;

     

    (j) any
reference to a document or set of documents in this Plan, and the rights and
obligations of the parties under any such documents, shall mean such document or
documents as amended from time to time, and any and all modifications,
extensions, renewals, substitutions or replacements thereof; and

     

    (k) all
accounting terms not specifically defined herein shall be construed in
accordance with GAAP.