ex10-2.htm


    
      Exhibit
10.2

    

    
 

    FIFTH
AMENDMENT TO

    EXECUTIVE
EMPLOYMENT AGREEMENT

    


    THIS FIFTH AMENDMENT TO EXECUTIVE
EMPLOYMENT AGREEMENT (this “Fifth Amendment”) is made effective as of the 1st
day of January, 2009, by and between OLD LINE BANK, a Maryland-chartered
commercial bank (the “Bank” or “Employer”) and JAMES W. CORNELSEN (the
“Employee”).  This Fifth Amendment amends in certain respects that
certain Executive Employment Agreement dated March 31, 2003, between the Bank
and Employee, as amended by that certain First Amendment to Executive Employment
Agreement dated as of December 31, 2004, Second Amendment to Employment
Agreement dated as of December 30, 2005, Third Amendment to Employment Agreement
dated as of January 1, 2007, and the Fourth Amendment to Employment Agreement
dated as of January 1, 2008 (collectively, the “Original
Agreement”).

     

    1.           Capitalized
Terms.  Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to them in the Original
Agreement.

     

     

    2.           Amendments.  The
Original Agreement is hereby amended as follows:

     

     

    a.           The
following sentence is hereby added to the end of Section 3.1 of the Original
Agreement:

     

    


    “As of
January 1, 2009, the Board extended the Term for one additional year such that,
as of such date, the Term was to expire as of March 30, 2014.”

    


    b.           Section
4.1(a) of the Original Agreement is hereby amended by deleting said section in
its entirety and replacing it with the following:

    


    “(a) Base
Salary.  During the Term, the Employee will receive a base salary at
the rate of $249,400 per annum, payable in substantially equal installments in
accordance with the Bank's regular payroll practices ("Base
Salary").  The Employee's Base Salary will be reviewed by the Board
annually, and the Employee will be entitled to receive annually an increase in
such amount, if any, as may be determined by the Board.”

     

     

    All of
the provisions of the Original Agreement are incorporated herein by reference
and shall remain and continue in full force and effect as amended by this Fifth
Amendment.

     

    


    3.           Counterparts.  This
Amendment may be executed in any number of counterparts, each of which shall be
considered an original for all purposes but all of which shall together
constitute one and the same instrument.

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    IN
WITNESS WHEREOF, the parties hereto have duly executed this Fifth Amendment,
under seal, as of January 22, 2009, effective as of January 1,
2009.

    


    
      
        	 
      	 
      	 
      
	
                WITNESS/ATTEST:

              	
                OLD
      LINE BANK.

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                /s/Christine M.
      Rush

              	
                By:   /s/ Charles A. Bongar,
      Jr.

              	
                (SEAL)

              
	 
      	
                Name:
      Charles A. Bongar, Jr.

              	 
      
	 
      	
                Title:
      Chairman of Compensation Committee

              	 
      
	 
      	 
      	 
      
	
                WITNESS:

              	 
      	 
      
	 
      	 
      	 
      
	
                /s/Christine M.
      Rush

              	
                     /s/ James W.
      Cornelsen

              	
                (SEAL)

              
	 
      	
                JAMES
      W. CORNELSEN