exv10w4



 






Exhibit 10.4




OLD LINE BANK

Salary Continuation Agreement




OLD LINE BANK

SALARY CONTINUATION AGREEMENT




     THIS SALARY CONTINUATION AGREEMENT (the “Agreement”) is adopted this 3rd day
of January, 2006, by and between OLD LINE BANK, a state-chartered commercial bank located in
Waldorf, Maryland (the “Bank”) and JAMES CORNELSEN (the “Executive”). The purpose of this
Agreement is to provide specified benefits to the Executive, a member of a select group of
management or highly compensated employees who contribute materially to the continued growth,
development, and future business success of the Bank. This Agreement shall be unfunded for tax
purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974
(“ERISA”), as amended from time to time.



Article 1

Definitions




     Whenever used in this Agreement, the following words and phrases shall have the meanings
specified:




	1.1	 	“Beneficiary” means each designated person, or the estate of the deceased Executive,
entitled to benefits, if any, upon the death of the Executive determined pursuant to Article
4.
	 
	1.2	 	“Beneficiary Designation Form” means the form established from time to time by the
Plan Administrator that the Executive completes, signs, and returns to the Plan Administrator
to designate one or more Beneficiaries.
	 
	1.3	 	“Board” means the Board of Directors of the Bank as from time to time constituted.
	 
	1.4	 	“Change in Control” means a change in the ownership or effective control of the Bank,
or in the ownership of a substantial portion of the assets of the Bank, as such change is
defined in Section 409A of the Code and regulations thereunder.
	 
	1.5	 	“Code” means the Internal Revenue Code of 1986, as amended.
	 
	1.6	 	“Disability” means the Executive (i) is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less
than twelve (12) months, or (ii) is, by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected to last for a
continuous period of not less than twelve (12) months, receiving income replacement benefits
for a period of not less than three (3) months under an accident and health plan covering
employees of the Bank. Medical determination of Disability may be made by either the Social
Security Administration or by the provider of an accident or health plan covering employees of
the Bank. Upon the request of the Plan Administrator, the




 









 











OLD LINE BANK

Salary Continuation Agreement





	 	 	Executive must submit proof to the Plan Administrator of the Social Security
Administration’s or provider’s determination.
	 
	1.7	 	“Early Termination” means Separation from Service before Normal Retirement Age for
reasons other than death, Disability, Termination for Cause, or following a Change in Control.
	 
	1.8	 	“Effective Date” means January 1, 2006.
	 
	1.9	 	“Normal Retirement Age” means the Executive attaining age sixty-five (65).
	 
	1.10	 	“Normal Retirement Date” means the later of Normal Retirement Age or Separation from
Service.
	 
	1.11	 	“Plan Administrator” means the plan administrator described in Article 6.
	 
	1.12	 	“Plan Year” means each twelve-month period commencing on January 1 and ending on
December 31 of each year. The initial Plan Year shall commence on the Effective Date of this
Agreement and end on the following December 31.
	 
	1.13	 	“Schedule A” means the schedule attached to this Agreement and made a part hereof.
Schedule A shall be updated upon a change in any of the benefits under Articles 2 or 3.
	 
	1.14	 	“Separation from Service” means the termination of the Executive’s employment with
the Bank for reasons other than death or Disability. Whether a Separation form Service takes
place is determined based on the facts and circumstances surrounding the termination of the
Executive’s employment and whether the Bank and the Executive intended for the Executive to
provide significant services for the Bank following such termination. A termination of
employment will not be considered a Separation from Service if:






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










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Salary Continuation Agreement





	1.15	 	“Specified Employee” means a key employee (as defined in Section 416(i) of the Code
without regard to paragraph 5 thereof) of the Bank if any stock of the Bank is publicly traded
on an established securities market or otherwise.
	 
	1.16	 	“Termination for Cause” means Separation from Service for:






	 	(a)	 	Gross negligence or gross neglect of duties to the Bank; or
	 
	 	(b)	 	Conviction of a felony or of a gross misdemeanor involving moral turpitude in
connection with the Executive’s employment with the Bank; or
	 
	 	(c)	 	Fraud, disloyalty, dishonesty or willful violation of any law or significant
Bank policy committed in connection with the Executive’s employment and resulting in a
material adverse effect on the Bank.





Article 2

Distributions During Lifetime





	2.1	 	Normal Retirement Benefit. Upon the Normal Retirement Date, the Bank shall
distribute to the Executive the benefit described in this Section 2.1 in lieu of any other
benefit under this Article.






	 	2.1.1	 	Amount of Benefit. The annual benefit under this Section 2.1 is One
Hundred Thirty One Thousand Six Hundred Seven Dollars ($131,607).
	 
	 	2.1.2	 	Distribution of Benefit. The Bank shall distribute the annual benefit
to the Executive in twelve (12) equal monthly installments commencing on the first day
of the month following the Executive’s Normal Retirement Date. The annual benefit
shall be distributed to the Executive for fifteen (15) years.






	2.2	 	Early Termination Benefit. Upon the Executive’s Early Termination, the Bank shall
distribute to the Executive the benefit described in this Section 2.2 in lieu of any other
benefit under this Article.






	 	2.2.1	 	Amount of Benefit. The annual benefit under this Section 2.2 is the
Early Termination Benefit set forth on Schedule A for the Plan Year in which Separation
from Service occurs.
	 
	 	2.2.2	 	Distribution of Benefit. The Bank shall distribute the benefit to the
Executive in twelve (12) equal monthly installments commencing on the first day of the
month following the Executive’s Normal Retirement Age. The annual benefit shall be
distributed to the Executive for fifteen (15) years.






	2.3	 	Disability Benefit. If the Executive’s Disability results in Separation from Service
prior to Normal Retirement Age, the Bank shall distribute to the Executive the benefit
described in this Section 2.3 in lieu of any other benefit under this Article.




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Salary Continuation Agreement





	 	2.3.1	 	Amount of Benefit. The annual benefit under this Section 2.3 is the
Disability Benefit set forth on Schedule A for the Plan Year in which the Separation
from Service occurs.
	 
	 	2.3.2	 	Distribution of Benefit. The Bank shall distribute the benefit to the
Executive in twelve (12) equal monthly installments commencing on the first day of the
month following the Executive’s Normal Retirement Age. The annual benefit shall be
distributed to the Executive for fifteen (15) years.






	2.4	 	Change in Control Benefit. Upon a Change in Control followed by the Executive’s
Separation from Service, the Bank shall distribute to the Executive the benefit described in
this Section 2.4 in lieu of any other benefit under this Article.






	 	2.4.1	 	Amount of Benefit. The annual benefit under this Section 2.4 is the
Change of Control Benefit set forth on Schedule A for the Plan Year in which the
Separation from Service occurs.
	 
	 	2.4.2	 	Distribution of Benefit. The Bank shall distribute the annual benefit
to the Executive in twelve (12) equal monthly installments commencing within thirty
(30) days following Separation from Service. The annual benefit shall be distributed
to the Executive for fifteen (15) years.
	 
	 	2.4.3	 	Excess Parachute Payment Gross-up. If any benefit payable under this
Agreement would create an excise tax under the excess parachute rules of Section 280G
of the Code, the Bank shall pay to the Executive an additional amount (the “Gross-up”)
equal to:





the Executive’s excise penalty tax amount

divided by

the sum of (one minus the sum of the penalty tax rate plus the Executive’s

marginal income tax rate)




The Gross-up shall be paid in equal annual payments for fifteen years.





	2.5	 	Restriction on Timing of Distribution. Notwithstanding any provision of this
Agreement to the contrary, if the Executive is considered a Specified Employee at Separation
from Service under such procedures as established by the Bank in accordance with Section 409A
of the Code, benefit distributions that are made upon Separation from Service may not commence
earlier than six (6) months after the date of such Separation from Service. Therefore, in the
event this Section 2.5 is applicable to the Executive, any distribution which would otherwise
be paid to the Executive within the first six months following the Separation from Service
shall be accumulated and paid to the Executive in a lump sum on the first day of the seventh
month following the Separation from Service. All subsequent distributions shall be paid in
the manner specified.




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Salary Continuation Agreement





	2.6	 	Distributions Upon Income Inclusion Under Section 409A of the Code. Upon the
inclusion of any portion of the account value into the Executive’s income as a result of the
failure of this non-qualified deferred compensation plan to comply with the requirements of
Section 409A of the Code, to the extent such tax liability can be covered by the Executive’s
vested account value, a distribution shall be made as soon as is administratively practicable
following the discovery of the plan failure.
	 
	2.7	 	Change in Form or Timing of Distributions. For distribution of benefits under this
Article 2, the Executive and the Bank may, subject to the terms of Section 8.1, amend the
Agreement to delay the timing or change the form of distributions. Any such amendment:






	 	(a)	 	may not accelerate the time or schedule of any distribution, except as
provided in Section 409A of the Code and the regulations thereunder;
	 
	 	(b)	 	must, for benefits distributable under Article 2, delay the
commencement of distributions for a minimum of five (5) years from the date the
first distribution was originally scheduled to be made; and
	 
	 	(c)	 	must take effect not less than twelve months after the amendment is executed.





Article 3

Distribution at Death





	3.1	 	Death During Active Service. If the Executive dies while in the active service of
the Bank, the Bank shall distribute to the Beneficiary the benefit described in this Section
3.1. This benefit shall be distributed in lieu of the benefits under Article 2.






	 	3.1.1	 	Amount of Benefit. The benefit under this Section 3.1 is the benefit
set forth on Schedule A for the Plan Year in which the Executive’s death occurs.
	 
	 	3.1.2	 	Distribution of Benefit. The Bank shall distribute the annual benefit
to the Beneficiary in twelve (12) equal monthly installments commencing within sixty
(60) days following receipt by the Bank of the Executive’s death certificate. The
annual benefit shall be distributed to the Beneficiary for a period of fifteen (15)
years.






	3.2	 	Death During Distribution of a Benefit. If the Executive dies after any benefit
distributions have commenced under this Agreement but before receiving all such distributions,
the Bank shall distribute to the Beneficiary the remaining benefits at the same time and in
the same amounts they would have been distributed to the Executive had the Executive survived.
	 
	3.3	 	Death After Separation from Service But Before Benefit Distributions Commence. If
the Executive is entitled to benefit distributions under this Agreement, but dies prior to the
commencement of said benefit distributions, the Bank shall distribute to the Beneficiary the
same benefits that the Executive was entitled to prior to death except that the benefit




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Salary Continuation Agreement





	 	 	distributions shall commence within thirty (30) days following receipt by the Bank of the
Executive’s death certificate.





Article 4

Beneficiaries





	4.1	 	Beneficiary. The Executive shall have the right, at any time, to designate a
Beneficiary(ies) to receive any benefit distributions under this Agreement to a Beneficiary
upon the death of the Executive. The Beneficiary designated under this Agreement may be the
same as or different from the beneficiary designation under any other plan of the Bank in
which the Executive participates.
	 
	4.2	 	Beneficiary Designation: Change. The Executive shall designate a Beneficiary by
completing and signing the Beneficiary Designation Form, and delivering it to the Plan
Administrator or its designated agent. The Executive’s beneficiary designation shall be
deemed automatically revoked if the Beneficiary predeceases the Executive or if the Executive
names a spouse as Beneficiary and the marriage is subsequently dissolved. The Executive shall
have the right to change a Beneficiary by completing, signing and otherwise complying with the
terms of the Beneficiary Designation Form and the Plan Administrator’s rules and procedures,
as in effect from time to time. Upon the acceptance by the Plan Administrator of a new
Beneficiary Designation Form, all Beneficiary designations previously filed shall be
cancelled. The Plan Administrator shall be entitled to rely on the last Beneficiary
Designation Form filed by the Executive and accepted by the Plan Administrator prior to the
Executive’s death.
	 
	4.3	 	Acknowledgment. No designation or change in designation of a Beneficiary shall be
effective until received, accepted and acknowledged in writing by the Plan Administrator or
its designated agent.
	 
	4.4	 	No Beneficiary Designation. If the Executive dies without a valid beneficiary
designation, or if all designated Beneficiaries predecease the Executive, then the Executive’s
spouse shall be the designated Beneficiary. If the Executive has no surviving spouse, the
benefits shall be made to the personal representative of the Executive’s estate.
	 
	4.5	 	Facility of Distribution. If the Plan Administrator determines in its discretion
that a benefit is to be distributed to a minor, to a person declared incompetent, or to a
person incapable of handling the disposition of that person’s property, the Plan Administrator
may direct distribution of such benefit to the guardian, legal representative or person having
the care or custody of such minor, incompetent person or incapable person. The Plan
Administrator may require proof of incompetence, minority or guardianship as it may deem
appropriate prior to distribution of the benefit. Any distribution of a benefit shall be a
distribution for the account of the Executive and the Executive’s Beneficiary, as the case may
be, and shall be a complete discharge of any liability under the Agreement for such
distribution amount.




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Salary Continuation Agreement




Article 5

General Limitations





	5.1	 	Termination for Cause. Notwithstanding any provision of this Agreement to the
contrary, the Bank shall not distribute any benefit under this Agreement if Executive’s
employment with the Bank is terminated due to a Termination for Cause.
	 
	5.2	 	Suicide or Misstatement. No benefits shall be distributed if the Executive commits
suicide within two years after the Effective Date of this Agreement, or if an insurance
company which issued a life insurance policy covering the Executive and owned by the Bank
denies coverage (i) for material misstatements of fact made by the Executive on an application
for such life insurance, or (ii) for any other reason.
	 
	5.3	 	Removal. Notwithstanding any provision of this Agreement to the contrary, the Bank
shall not distribute any benefit under this Agreement if the Executive is subject to a final
removal or prohibition order issued by an appropriate federal banking agency pursuant to
Section 8(e) of the Federal Deposit Insurance Act.





Article 6

Administration of Agreement





	6.1	 	Plan Administrator Duties. This Agreement shall be administered by a Plan
Administrator which shall consist of the Board, or such committee or person(s) as the Board
shall appoint. The Plan Administrator shall also have the discretion and authority to (i)
make, amend, interpret and enforce all appropriate rules and regulations for the
administration of this Agreement and (ii) decide or resolve any and all questions including
interpretations of this Agreement, as may arise in connection with the Agreement.
	 
	6.2	 	Agents. In the administration of this Agreement, the Plan Administrator may employ
agents and delegate to them such administrative duties as it sees fit, (including acting
through a duly appointed representative), and may from time to time consult with counsel who
may be counsel to the Bank.
	 
	6.3	 	Binding Effect of Decisions. The decision or action of the Plan Administrator with
respect to any question arising out of or in connection with the administration,
interpretation and application of the Agreement and the rules and regulations promulgated
hereunder shall be final and conclusive and binding upon all persons having any interest in
the Agreement.
	 
	6.4	 	Indemnity of Plan Administrator. The Bank shall indemnify and hold harmless the










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Salary Continuation Agreement





	 	 	members of the Plan Administrator against any and all claims, losses, damages, expenses or
liabilities arising from any action or failure to act with respect to this Agreement, except
in the case of willful misconduct by the Plan Administrator or any of its members.






	6.5	 	Bank Information. To enable the Plan Administrator to perform its functions, the
Bank shall supply full and timely information to the Plan Administrator on all matters
relating to the date and circumstances of the retirement, Disability, death, or Separation
from Service of the Executive, and such other pertinent information as the Plan Administrator
may reasonably require.
	 
	6.6	 	Annual Statement. The Plan Administrator shall provide to the Executive, within one
hundred twenty (120) days after the end of each Plan Year, a statement setting forth the
benefits to be distributed under this Agreement.





Article 7

Claims And Review Procedures





	7.1	 	Claims Procedure. An Executive or Beneficiary (“claimant”) who has not received
benefits under the Agreement that he or she believes should be distributed shall make a claim
for such benefits as follows:






	 	7.1.1	 	Initiation – Written Claim. The claimant initiates a claim by
submitting to the Plan Administrator a written claim for the benefits. If such a claim
relates to the contents of a notice received by the claimant, the claim must be made
within sixty (60) days after such notice was received by the claimant. All other
claims must be made within one hundred eighty (180) days of the date on which the event
that caused the claim to arise occurred. The claim must state with particularity the
determination desired by the claimant.
	 
	 	7.1.2	 	Timing of Plan Administrator Response. The Plan Administrator shall
respond to such claimant within 90 days after receiving the claim. If the Plan
Administrator determines that special circumstances require additional time for
processing the claim, the Plan Administrator can extend the response period by an
additional 90 days by notifying the claimant in writing, prior to the end of the
initial 90-day period, that an additional period is required. The notice of extension
must set forth the special circumstances and the date by which the Plan Administrator
expects to render its decision.
	 
	 	7.1.3	 	Notice of Decision. If the Plan Administrator denies part or all of
the claim, the Plan Administrator shall notify the claimant in writing of such denial.
The Plan Administrator shall write the notification in a manner calculated to be
understood by the claimant. The notification shall set forth:






	 	(a)	 	The specific reasons for the denial;
	 
	 	(b)	 	A reference to the specific provisions of the Agreement on
which the




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Salary Continuation Agreement





	 	 	 	denial is based;
	 
	 	(c)	 	A description of any additional information or material
necessary for the claimant to perfect the claim and an explanation of why it is
needed;
	 
	 	(d)	 	An explanation of the Agreement’s review procedures and the
time limits applicable to such procedures; and
	 
	 	(e)	 	A statement of the claimant’s right to bring a civil action
under ERISA Section 502(a) following an adverse benefit determination on
review.






	7.2	 	Review Procedure. If the Plan Administrator denies part or all of the claim, the
claimant shall have the opportunity for a full and fair review by the Plan Administrator of
the denial, as follows:






	 	7.2.1	 	Initiation – Written Request. To initiate the review, the claimant,
within 60 days after receiving the Plan Administrator’s notice of denial, must file
with the Plan Administrator a written request for review.
	 
	 	7.2.2	 	Additional Submissions – Information Access. The claimant shall then
have the opportunity to submit written comments, documents, records and other
information relating to the claim. The Plan Administrator shall also provide the
claimant, upon request and free of charge, reasonable access to, and copies of, all
documents, records and other information relevant (as defined in applicable ERISA
regulations) to the claimant’s claim for benefits.
	 
	 	7.2.3	 	Considerations on Review. In considering the review, the Plan
Administrator shall take into account all materials and information the claimant
submits relating to the claim, without regard to whether such information was submitted
or considered in the initial benefit determination.
	 
	 	7.2.4	 	Timing of Plan Administrator Response. The Plan Administrator shall
respond in writing to such claimant within 60 days after receiving the request for
review. If the Plan Administrator determines that special circumstances require
additional time for processing the claim, the Plan Administrator can extend the
response period by an additional 60 days by notifying the claimant in writing, prior to
the end of the initial 60-day period, that an additional period is required. The
notice of extension must set forth the special circumstances and the date by which the
Plan Administrator expects to render its decision.
	 
	 	7.2.5	 	Notice of Decision. The Plan Administrator shall notify the claimant
in writing of its decision on review. The Plan Administrator shall write the
notification in a manner calculated to be understood by the claimant. The notification
shall set forth:






	 	(a)	 	The specific reasons for the denial;
	 
	 	(b)	 	A reference to the specific provisions of the Agreement on
which the denial is based;










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Salary Continuation Agreement





	 	(c)	 	A statement that the claimant is entitled to receive, upon
request and free of charge, reasonable access to, and copies of, all documents,
records and other information relevant (as defined in applicable ERISA
regulations) to the claimant’s claim for benefits; and
	 
	 	(d)	 	A statement of the claimant’s right to bring a civil action
under ERISA Section 502(a).





Article 8

Amendments and Termination





	8.1	 	Amendments. This Agreement may be amended only by a written agreement signed by the
Bank and the Executive. However, the Bank may unilaterally amend this Agreement to conform
with written directives to the Bank from its auditors or banking regulators or to comply with
legislative or tax law, including without limitation Section 409A of the Code and any and all
regulations and guidance promulgated thereunder.
	 
	8.2	 	Plan Termination Generally. The Bank may unilaterally terminate this Agreement at
any time. The benefit shall be the Accrual Balance as of the date the Agreement is
terminated. Except as provided in Section 8.3, the termination of this Agreement shall not
cause a distribution of benefits under this Agreement. Rather, upon such termination benefit
distributions will be made at the earliest distribution event permitted under Article 2 or
Article 3.
	 
	8.3	 	Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in
Section 8.2, if the Bank terminates this Agreement in the following circumstances:






	 	(a)	 	Within thirty (30) days before, or twelve (12) months after a Change in
Control, provided that all distributions are made no later than twelve (12) months
following such termination of the Agreement and provided that all the Bank’s
arrangements which are substantially similar to the Agreement are terminated so the
Executive and all participants in the similar arrangements are required to receive all
amounts of compensation deferred under the terminated arrangements within twelve (12)
months of the termination of the arrangements;
	 
	 	(b)	 	Upon the Bank’s dissolution or with the approval of a bankruptcy court provided
that the amounts deferred under the Agreement are included in the Executive’s gross
income in the latest of (i) the calendar year in which the Agreement terminates; (ii)
the calendar year in which the amount is no longer subject to a substantial risk of
forfeiture; or (iii) the first calendar year in which the payment is administratively
practical; or
	 
	 	(c)	 	Upon the Bank’s termination of this and all other non-account balance plans (as
referenced in Section 409A of the Code or the regulations thereunder), provided that
all distributions are made no earlier than twelve (12) months and no later than
twenty-four (24) months following such termination, and the Bank does not adopt any new
non-account balance plans for a minimum of five (5) years following the date of such
termination;




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Salary Continuation Agreement





	 	 	 	the Bank may distribute the Deferral Account balance, determined as of the date of the
termination of the Agreement, to the Executive in a lump sum subject to the above terms.





Article 9

Miscellaneous





	9.1	 	Binding Effect. This Agreement shall bind the Executive and the Bank, and their
beneficiaries, survivors, executors, administrators and transferees.
	 
	9.2	 	No Guarantee of Employment. This Agreement is not a contract for employment. It
does not give the Executive the right to remain as an employee of the Bank, nor does it
interfere with the Bank’s right to discharge the Executive. It also does not require the
Executive to remain an employee nor interfere with the Executive’s right to terminate
employment at any time.
	 
	9.3	 	Non-Transferability. Benefits under this Agreement cannot be sold, transferred,
assigned, pledged, attached or encumbered in any manner.
	 
	9.4	 	Tax Withholding and Reporting. The Bank shall withhold any taxes that are required
to be withheld, including but not limited to taxes owed under Section 409A of the Code and
regulations thereunder, from the benefits provided under this Agreement. Executive
acknowledges that the Bank’s sole liability regarding taxes is to forward any amounts withheld
to the appropriate taxing authority(ies). Further, the Bank shall satisfy all applicable
reporting requirements, including those under Section 409A of the Code and regulations
thereunder.
	 
	9.5	 	Applicable Law. The Agreement and all rights hereunder shall be governed by the laws
of the State of Maryland, except to the extent preempted by the laws of the United States of
America.
	 
	9.6	 	Unfunded Arrangement. The Executive and Beneficiary are general unsecured creditors
of the Bank for the distribution of benefits under this Agreement. The benefits represent the
mere promise by the Bank to distribute such benefits. The rights to benefits are not subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by creditors. Any insurance on the Executive’s life or other
informal funding asset is a general asset of the Bank to which the Executive and Beneficiary
have no preferred or secured claim.
	 
	9.7	 	Reorganization. The Bank shall not merge or consolidate into or with another bank,
or reorganize, or sell substantially all of its assets to another bank, firm, or person unless
such succeeding or continuing bank, firm, or person agrees to assume and discharge the
obligations of the Bank under this Agreement. Upon the occurrence of such event, the term
“Bank” as used in this Agreement shall be deemed to refer to the successor or










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Salary Continuation Agreement





	 	 	survivor bank.
	 
	9.8	 	Entire Agreement. This Agreement constitutes the entire agreement between the Bank
and the Executive as to the subject matter hereof. No rights are granted to the Executive by
virtue of this Agreement other than those specifically set forth herein.
	 
	9.9	 	Interpretation. Wherever the fulfillment of the intent and purpose of this Agreement
requires, and the context will permit, the use of the masculine gender includes the feminine
and use of the singular includes the plural.
	 
	9.10	 	Alternative Action. In the event it shall become impossible for the Bank or the Plan
Administrator to perform any act required by this Agreement, the Bank or Plan Administrator
may in its discretion perform such alternative act as most nearly carries out the intent and
purpose of this Agreement and is in the best interests of the Bank.
	 
	9.11	 	Headings. Article and section headings are for convenient reference only and shall
not control or affect the meaning or construction of any of its provisions.
	 
	9.12	 	Validity. In case any provision of this Agreement shall be illegal or invalid for
any reason, said illegality or invalidity shall not affect the remaining parts hereof, but
this Agreement shall be construed and enforced as if such illegal and invalid provision has
never been inserted herein.
	 
	9.13	 	Notice. Any notice or filing required or permitted to be given to the Bank or Plan
Administrator under this Agreement shall be sufficient if in writing and hand-delivered, or
sent by registered or certified mail, to the address below:





	 	 	 	 	 
	 

	 	Chief Financial Officer	 	 
	 

	 	Old Line Bank	 	 
	 

	 	 

	 	 
	 

	 	P.O. Box 1890	 	 
	 

	 	 

	 	 
	 

	 	Waldorf, Md. 20604	 	 
	 

	 	 

	 	 







	 	 	Such notice shall be deemed given as of the date of delivery or, if delivery is made by
mail, as of the date shown on the postmark on the receipt for registration or certification.
	 
	 	 	Any notice or filing required or permitted to be given to the Executive under this Agreement
shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known
address of the Executive.
	 
	9.14	 	Compliance with Section 409A. This Agreement shall at all times be administered and
the provisions of this Agreement shall be interpreted consistent with the requirements of
Section 409A of the Code and any and all regulations thereunder, including such regulations as
may be promulgated after the Effective Date of this Agreement.




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Salary Continuation Agreement





	9.15	 	Rescissions. Any modification to the terms of this Agreement that would
inadvertently result in an additional tax liability on the part of the Executive, shall have
no effect to the extent the change in the terms of the plan is rescinded by the earlier of a
date before the right is exercised (if the change grants a discretionary right) and the last
day of the calendar year during which such change occurred.





     IN WITNESS WHEREOF, the Executive and a duly authorized representative of the Bank have signed
this Agreement.



	 	 	 	 	 
	EXECUTIVE:	 	BANK:	 
	 
	 

	 	OLD LINE BANK	 
	/s/ James W. Cornelsen

	 	By	 Christine M. Rush	 
	James Cornelsen
	 	 	 	 
	 

	 	Title Chief Financial Officer	 







12









 








OLD LINE BANK

Salary Continuation Agreement

BENEFICIARY DESIGNATION FORM




	 	 	 
	{ }

{ }

	 	New Designation

Change in Designation






     I, ______, designate the following as Beneficiary under the Agreement:



	 	 	 	 	 
	Primary:
	 	 	 	 
	 
	 	 	 %	 
	 


	 	 

	 	 
	 
	 	 	 %	 
	 


	 	 

	 	 
	Contingent:
	 	 	 	 
	 
	 	 	 %	 
	 


	 	 

	 	 
	 
	 	 	 %	 
	 


	 	 

	 	 






Notes:





	 	•	 	Please PRINT CLEARLY or TYPE the names of the beneficiaries.
	 
	 	•	 	To name a trust as Beneficiary, please provide the name of the trustee(s) and the
exact name and date of the trust agreement.
	 
	 	•	 	To name your estate as Beneficiary, please write “Estate of _[your name]_”.
	 
	 	•	 	Be aware that none of the contingent beneficiaries will receive anything unless ALL of
the primary beneficiaries predecease you.




I understand that I may change these beneficiary designations by delivering a new written
designation to the Plan Administrator, which shall be effective only upon receipt and
acknowledgment by the Plan Administrator prior to my death. I further understand that the
designations will be automatically revoked if the Beneficiary predeceases me, or, if I have named
my spouse as Beneficiary and our marriage is subsequently dissolved.




	 	 	 	 	 	 	 	 	 
	Name:

	 	James W. Cornelsen	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Signature:

	 	/s/ James W. Cornelsen
	 	Date:
	 	01/03/05	 	 
	 

	 	 

	 	 	 	 

	 	 






     Received by the Plan Administrator this 3rd day of January, 2006



	 	 	 	 	 
	By:

	 	/s/ Christine M. Rush
 

	 	 
	 
	 	 	 	 
	Title:

	 	Chief Financial Officer
 

	 	 






 









 






OLD LINE BANK

Salary Continuation Agreement




SCHEDULE A OLD LINE BANK SALARY CONTINUATION PLAN AGREEMENT




James Cornelsen




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Early	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Termination	 	 	Disability	 	 	Change in	 	 	Pre-Retirement	 
	     Separation	 	 	 	 	 	Annual	 	 	Annual	 	 	Control Annual	 	 	Annual Death	 
	Occurring After	 	Age 	 	Benefit(1)	 	 	Benefit(1)	 	 	Benefit(2)	 	 	Benefit	 
	1/1/2006
	 	 	51	 	 	$	0	 	 	$	0	 	 	$	68,389	 	 	$	131,607	 
	1/1/2007
	 	 	52	 	 	$	9,698	 	 	$	9,698	 	 	$	71,809	 	 	$	131,607	 
	1/1/2008
	 	 	53	 	 	$	19,396	 	 	$	19,396	 	 	$	75,399	 	 	$	131,607	 
	1/1/2009
	 	 	54	 	 	$	29,094	 	 	$	29,094	 	 	$	79,169	 	 	$	131,607	 
	1/1/2010
	 	 	55	 	 	$	38,793	 	 	$	38,793	 	 	$	83,128	 	 	$	131,607	 
	1/1/2011
	 	 	56	 	 	$	48,491	 	 	$	48,491	 	 	$	87,284	 	 	$	131,607	 
	1/1/2012
	 	 	57	 	 	$	58,189	 	 	$	58,189	 	 	$	91,648	 	 	$	131,607	 
	1/1/2013
	 	 	58	 	 	$	67,887	 	 	$	67,887	 	 	$	96,231	 	 	$	131,607	 
	1/1/2014
	 	 	59	 	 	$	77,585	 	 	$	77,585	 	 	$	101,042	 	 	$	131,607	 
	1/1/2015
	 	 	60	 	 	$	87,283	 	 	$	87,283	 	 	$	106,095	 	 	$	131,607	 
	1/1/2016
	 	 	61	 	 	$	96,982	 	 	$	96,982	 	 	$	111,399	 	 	$	131,607	 
	1/1/2017
	 	 	62	 	 	$	106,680	 	 	$	106,680	 	 	$	116,969	 	 	$	131,607	 
	1/1/2018
	 	 	63	 	 	$	116,378	 	 	$	116,378	 	 	$	122,818	 	 	$	131,607	 
	1/1/2019
	 	 	64	 	 	$	126,076	 	 	$	126,076	 	 	$	128,959	 	 	$	131,607	 
	6/23/2019(3)
	 	 	65	 	 	$	131,607	 	 	$	131,607	 	 	$	131,607	 	 	$	131,607	 








 




			
	(1)	 	Payments are made in 180 equal monthly installments commencing within 60 days
following Normal Retirement Age. Refer to Section 2.2 for Early Termination, and 2.3 for
Disability.
	 
	(2)	 	Payments are made in 180 equal monthly installments commencing at Separation of Service.
Refer to Section
	 	 	2.4 for Change in Control.
	 
	(3)	 	This is the date the Executive reaches Normal Retirement Age.




1