Exhibit 10.1


 


SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN


 


This SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN (this “Agreement”) is made and entered into this 19th day of July, 2019
(the “Effective Date”), by and among SHORE UNITED BANK, a Maryland bank (the
“Bank”), and Lloyd L. Beatty, Jr. (the “Executive”). Capitalized terms used herein are
defined in Section 10 of this Agreement.


 


BACKGROUND


 


To incentivize the
Executive to devote his full business time, attention, and energies to the business of the Bank, the Bank and the Executive desire
to enter into this Agreement to establish the terms and conditions of the nonqualified supplemental executive retirement plan to
be maintained by the Bank on the Executive’s behalf.


 


AGREEMENT


 


In consideration of
the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, intending to be legally bound hereby, the parties hereby agree as follows:


 


1.                  
General Terms and Conditions. The Bank hereby establishes a nonqualified supplemental executive retirement plan for
the benefit of the Executive. Section 2 below describes the benefits available to the Executive, or the Executive’s
Beneficiary, upon the occurrence of certain events as described in, and subject to the terms and conditions of, this Agreement;
provided the Executive remains in the Continuous Service of the Bank from the Effective Date until the specified event. Each benefit
described in Section 2 is in lieu of any other benefit therein. No benefits under this Agreement shall be payable with respect
to any event other than the events described below, and the benefits otherwise payable pursuant to Section 2 below are subject
to the further limitations in Section 2(f) and (g).


 


2.                  
Retirement Benefits.


 


(a)               
Termination on or after Normal Retirement Age. If Executive remains in the Continuous Service of the Bank until on
or after attaining Normal Retirement Age, then following the date on which the Executive experiences a Separation from Service
on or after Normal Retirement Age (the “Normal Retirement Date”) for any reason other than (i) discharge of
the Executive by the Bank for Cause, (ii) because the Executive dies or becomes Permanently Disabled or (iii) on or within twelve
(12) months following the effective date of a Change in Control, the Bank shall pay to the Executive the Normal Retirement Benefit
each year for ten (10) years. Payment of the Normal Retirement Benefit shall commence upon the Executive’s Normal Retirement
Date, beginning with the month immediately following the Executive’s Normal Retirement Date, and be paid in twelve (12) equal
monthly installments (without interest) on the first day of each month thereafter until paid in full.


 


(b)               
Termination Prior to Normal Retirement Age. If the Executive experiences a Separation from Service prior to attaining
Normal Retirement Age for any reason other than (i) discharge of the Executive by the Bank for Cause, (ii) because the Executive
dies or becomes Permanently Disabled or (iii) on or within twelve (12) months following the effective date of a Change in Control,
then the Bank shall pay to the Executive in a single lump sum on or within thirty (30) days after the Executive’s Separation
from Service an amount equal to the Accrual Balance as of the date of Executive’s Separation from Service.


  



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(c)               
Termination in Connection with a Change in Control. If before, on or after Normal Retirement Age, the Executive experiences
a Separation from Service on or within the twelve (12) months following the effective date of a Change in Control for any reason
other than (i) discharge of the Executive by the Bank for Cause or (ii) because the Executive dies or becomes Permanently Disabled,
then the Bank shall pay to the Executive in a single lump sum on or within thirty (30) days after the Executive’s Separation
from Service an amount equal to the present value of the Participant’s Normal Retirement Benefit discounted using the current
discount rate being utilized to calculate GAAP liabilities and assuming payments commence immediately.


 


(d)               
Disability. If Executive becomes Permanently Disabled while in the Continuous Service of the Bank and before any
event described in Subsections (a), (b) or (c) above, the Bank shall pay to the Executive in a single lump sum on or within thirty
(30) days following the date on which the Executive becomes Permanently Disabled an amount equal to the Accrual Balance as of the
date Executive becomes Permanently Disabled.


 


(e)               
Death. If the Executive dies while in the Continuous Service of the Bank and before the occurrence of any event triggering
the Executive’s entitlement to a benefit under this Section 2, then no benefits shall be paid under this Agreement.
If Executive dies after the occurrence of any event triggering the Executive’s entitlement to a benefit under this Section
2 and prior to payment of the entire Accrual Balance, the Executive’s Beneficiary shall receive in a single lump sum
on or within thirty (30) days after the Executive’s death an amount equal to the remaining Accrual Balance at the time of
Executive’s death.


 


(f)                
Forfeiture of Benefits; Regulatory Limitations. Notwithstanding any other provision of this Agreement, if (i) the
Bank discharges the Executive for Cause, or grounds exist for the Bank to discharge the Executive for Cause, regardless of whether
an event triggering an entitlement to a benefit under Subsection (a) through (e) has occurred, no benefits shall be paid under
this Agreement and any previously paid amounts shall be repaid to Bank by Executive upon five (5) days’ notice. The obligations
of the Bank under this Agreement are further subject to its adherence to applicable state and federal banking regulations, rules,
or statutes.


 


(g)               
Temporary Suspension Applicable to a Specified Employee. Notwithstanding the foregoing provisions of this Section
2, if Executive is a “specified employee,” within the meaning of Code Section 409A, as of the date of Executive’s
Separation from Service with the Bank other than by reason of death, payment of benefit amounts otherwise due shall be delayed
to the extent necessary under Code Section 409A until the earlier of six (6) months after Separation from Service or the date of
Executive’s death, as applicable. Any payments that are so delayed shall be paid in a single lump sum in cash in the seventh
month following Executive’s Separation from Service, or within thirty (30) days after the Executive’s death, if earlier.


 


3.                  
Amendment; Termination. This Agreement may be amended or terminated only by a written agreement signed by the Bank
and the Executive. The Bank may unilaterally amend the Agreement to conform with written directives to the Bank to comply with
legislative changes or tax law, including, without limitation, Code Section 409A and any and all Treasury regulations and guidance
promulgated thereunder. No amendment shall provide for or otherwise permit any acceleration of the time or schedule of any payment
under the Agreement in a manner that would be prohibited under Code Section 409A. No waiver of any provision contained in this
Agreement shall be effective unless it is in writing and signed by the party against whom such waiver is asserted. Notwithstanding
the preceding provisions of this Section 3, the Bank may elect to terminate the Agreement under any circumstances permitted
by Treasury Regulations Section 1.409A-3(j)(4)(ix). In any such event, the Bank shall distribute to the Executive the Accrual Balance
in a single lump sum at the earliest date permitted under such Treasury Regulations. The amount of the benefit (but not the timing
of payment) shall be determined as if the effective date of the termination of the Agreement constituted an involuntary discharge
by the Bank other than for Cause on or within twelve (12) months following a Change in Control.


  



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4.                  
ERISA Provisions.


 


(a)               
Plan Administrator Duties. This Agreement shall be administered by the Board of Directors of the Bank (the “Board
of Directors”), or such committee or person(s) as the Board of Directors shall appoint, except that the Executive may
not participate in any such actions and will excuse himself from participating in any such matter involving himself and/or this
Agreement. The Board of Directors, (or its delegatee(s)) in its capacity as the “administrator” of the Agreement for
purposes of ERISA, shall 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. The decision or action of the Board of Directors (or its delegatee)
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, conclusive and binding upon all persons having any interest
in the Agreement. The “Named Fiduciary” under the Agreement is the Bank.


 


(b)               
Claims Procedures.


 


(i)                
Notice of Denial.


 


(1)               
If Executive or a Beneficiary (a “claimant”) is denied a claim for benefits under this Agreement, the
Claims Administrator shall provide to the claimant written notice of the adverse benefit determination (whether such claim is denied
in whole or in part) within a reasonable period of time but no later than ninety (90) days after the Claims Administrator receives
the claim. However, under special circumstances (to be determined by the Claims Administrator), the Claims Administrator may extend
the time for processing the claim to a day no later than one hundred eighty (180) days after the Claims Administrator receives
the claim. The claimant shall be notified in writing within the initial 90-day period of the need to extend the time for review,
the special circumstances requiring an extension, and the date by which a decision is expected.


 


(2)               
With respect to a claim for benefits due to Executive being Permanently Disabled, the Claims Administrator shall provide
to the claimant written notice of the adverse benefit determination within a reasonable period of time but no later than forty-five
(45) days after the Claims Administrator receives the claim. This 45-day period may be extended up to thirty (30) days if an extension
is necessary due to matters beyond the control of the Agreement (to be determined by the Claims Administrator) and the claimant
is notified, prior to the expiration of the initial 45-day period, of the circumstances requiring the extension of time and the
date by which the Claims Administrator expects to render a decision. If, prior to the end of the first 30-day extension period,
the Claims Administrator determines that, due to matters beyond the control of the Agreement (to be determined by the Claims Administrator),
a decision cannot be rendered within that extension period, the period for making the determination may be extended for up to an
additional thirty (30) days, provided that the Claims Administrator notifies the claimant, prior to the expiration of the initial
30-day extension period, of the circumstances requiring the extension and the date as of which the Claims Administrator expects
to render a decision. In the case of any such extension, the notice of extension shall also specifically explain the standards
on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, and the additional information
needed to resolve those issues, and the claimant shall have at least forty-five (45) days within which to provide the specified
information, if any.


 






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(ii)              
Contents of Notice of Denial. If a claimant is denied a claim for benefits under this Agreement, the Claims Administrator
shall provide to such claimant written notice of the denial. Any such notice of an adverse benefit determination shall be written
in a manner calculated to be understood by the claimant (and with respect to a claim for benefits due to Executive being Permanently
Disabled, be provided in a culturally and linguistically appropriate manner) and shall set forth:


 


(1)               
the specific reason or reasons for the denial;


 


(2)               
specific references to the pertinent provisions of this Agreement on which the denial is based;


 


(3)               
a description of any additional material or information necessary for the claimant to perfect the claim and an explanation
of why such material or information is necessary;


 


(4)               
an explanation of this Agreement’s claim review procedures, and the time limits applicable to such procedures, including
a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination
on review;


 


(5)               
in the case of a claim for benefits due to Executive being Permanently Disabled:


 


(A)             
 a discussion of the decision, including an explanation of the basis for disagreeing with or not following: the views presented
by the claimant to the Agreement of health care professionals treating the claimant and vocational professionals who evaluated
the claimant, the views of medical or vocational experts whose advice was obtained on behalf of the Agreement in connection with
a claimant’s adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination,
and a disability determination regarding the claimant presented by the claimant to the Agreement made by the Social Security Administration;


 


(B)             
if the adverse benefit determination is based on a medical necessity or experimental treatment or similar exclusion or limit,
either an explanation of the scientific or clinical judgment for the determination, applying the terms of the Agreement to the
claimant’s medical circumstances, or a statement that such explanation will be provided free of charge upon request in writing;


 






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(C)             
the specific internal rules, guidelines, protocols, standards or other similar criteria of the Agreement relied upon in
making the adverse determination, or, alternatively, a statement that such rules, guidelines, protocols, standards or other similar
criteria of the Agreement do not exist; and


 


(D)             
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 to the claimant’s claim for benefits.


 


(iii)            
Right to Review. After receiving written notice of the denial of a claim, a claimant or his representative shall
be entitled to:


 


(1)               
submit written comments, documents, records, and other information relating to the denied claim to the Claims Administrator
or Appeals Fiduciary, as applicable; and


 


(2)               
request, free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to
the claim


 


(3)               
request a full and fair review of the denial of the claim by written application to the Claims Administrator (or Appeals
Fiduciary in the case of a claim for benefits payable due to Executive being Permanently Disabled), which shall include:


 


(A)             
a review that takes into account all comments, documents, records, and other information submitted by the claimant relating
to the claim, without regard to whether such information was submitted or considered in the initial benefit determination; and


 


(B)             
in the case of a claim for benefits due to Executive being Permanently Disabled:


 


i.                   
before issuing an adverse benefit determination on review, providing the claimant, free of charge with any new or additional
evidence considered, relied upon, or generated by the Agreement or other person making the benefit determination (or at the direction
of the Agreement or such other person) in connection with the claim as soon as possible and sufficiently in advance of the date
on which the notice of adverse benefit determination on review is required to be provided to give the claimant a reasonable opportunity
to respond prior to that date; and


 


ii.                 
before issuing an adverse benefit determination on review based on a new or additional rationale, providing the claimant,
free of charge, with the rationale as soon as possible and sufficiently in advance of the date on which the notice of adverse benefit
determination on review is required to be provided to give the claimant a reasonable opportunity to respond prior to that date.


 


(iv)             
Application for Review.


 


(1)               
If a claimant wishes a review of the decision denying his claim to benefits under this Agreement, other than a claim described
in paragraph (2) of this Section 4(b)(iv), he must submit the written application to the Claims Administrator within sixty
(60) days after receiving written notice of the denial.


 






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(2)               
If the claimant wishes a review of the decision denying his claim to benefits under this Agreement due to Executive being
Permanently Disabled, he must submit the written application to the Appeals Fiduciary within one hundred eighty (180) days after
receiving written notice of the denial.


 


(v)               
Hearing. Upon receiving such written application for review, the Claims Administrator or Appeals Fiduciary, as applicable,
may schedule a hearing for purposes of reviewing the claimant’s claim, which hearing shall take place not more than thirty
(30) days from the date on which the Claims Administrator or Appeals Fiduciary received such written application for review.


 


(vi)             
Notice of Hearing. At least ten (10) days prior to the scheduled hearing, the claimant and his representative designated
in writing by him, if any, shall receive written notice of the date, time, and place of such scheduled hearing. The claimant or
his representative, if any, may request that the hearing be rescheduled, for his convenience, on another reasonable date or at
another reasonable time or place.


 


(vii)           
Counsel. All claimants requesting a review of the decision denying their claim for benefits may employ counsel for
purposes of the hearing.


 


(viii)         
Decision on Review. No later than sixty (60) days (forty-five (45) days with respect to a claim for benefits due
to Executive being Permanently Disabled) following the receipt of the written application for review, the Claims Administrator
or the Appeals Fiduciary, as applicable, shall submit its decision on the review in writing to the claimant involved and to his
representative, if any, unless the Claims Administrator or Appeals Fiduciary determines that special circumstances (such as the
need to hold a hearing) require an extension of time, to a day no later than one hundred twenty (120) days (ninety (90) days with
respect to a claim for benefits due to Executive being Permanently Disabled) after the date of receipt of the written application
for review. If the Claims Administrator or Appeals Fiduciary determines that the extension of time is required, the Claims Administrator
or Appeals Fiduciary shall furnish to the claimant written notice of the extension before the expiration of the initial sixty (60)
day (forty-five (45) days with respect to a claim for benefits due to Executive being Permanently Disabled) period. The extension
notice shall indicate the special circumstances requiring an extension of time and the date by which the Claims Administrator or
Appeals Fiduciary expects to render its decision on review. In the case of a decision adverse to the claimant, the Claims Administrator
or Appeals Fiduciary shall provide to the claimant written notice of the denial. Any such notice of an adverse benefit determination
shall be written in a manner calculated to be understood by the claimant (and with respect to a claim for benefits due to Executive
being Permanently Disabled, be provided in a culturally and linguistically appropriate manner) and shall include:


 


(1)               
the specific reason or reasons for the adverse benefit determination;


 


(2)               
specific references to the pertinent provisions of this Agreement on which the adverse benefit determination is based;


 






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(3)               
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 to the claimant’s claim for benefits;


 


(4)               
a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following the adverse benefit
determination on review;


 


(5)               
a statement regarding the availability of other voluntary alternative dispute resolution options;


 


(6)               
in the case of a claim for benefits due to Executive being Permanently Disabled:


 


(A)             
a description of any contractual limitations period that applies to the claimant’s right to bring a civil action under
Section 502(a) of ERISA, including the calendar date on which the contractual limitations period expires for the claim;


 


(B)             
a discussion of the decision, including an explanation of the basis for disagreeing with or not following: the views presented
by the claimant to the Agreement of health care professionals treating the claimant and vocational professionals who evaluated
the claimant, the views of medical or vocational professionals whose advice was obtained on behalf of the Agreement in connection
with a claimant’s adverse benefit determination, without regard to whether the advice was relied upon in making the determination,
and a disability determination regarding the claimant presented by the claimant to the Agreement made by the Social Security Administration;


 


(C)             
if the adverse benefit determination is based on a medical necessity or experimental treatment or similar exclusion or limit,
either an explanation of the scientific or clinical judgment for the determination, applying the terms of the Agreement to the
claimant’s medical circumstances, or a statement that such explanation will be provided free of charge upon request; and


 


(D)             
the specific internal rules, guidelines, protocols, standards or other similar criteria of the Agreement relied upon in
making the adverse determination, or a statement that such rules, guidelines, protocols, standards or other similar criteria do
not exist.


 


The Claims Administrator
has the discretionary authority to determine all interpretative issues arising under this Agreement and the interpretations of
the Claims Administrator shall be final and binding upon Executive or any other party claiming benefits under this Agreement.


 


(ix)             
Calculating Time Periods. The period of time within which a benefit determination initially or on review is required
to be made shall begin at the time a claim or request for review is filed in accordance with the procedures of the Agreement, without
regard to whether all the information necessary to make a benefit determination accompanies the filing. In the event that a period
of time is extended due to the failure of a claimant to submit information necessary to decide a claim or review, the period for
making the benefit determination shall be tolled from the date on which the notification of the extension is sent to the claimant
until the date on which the claimant responds to the request for additional information.


 






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(x)               
Standards for Culturally and Linguistically Appropriate Notices. With respect to any notices required to be provided
in a culturally and linguistically appropriate manner, the Agreement shall provide (i) oral language services in the applicable
non-English language (that include answering questions in any applicable non-English language and providing assistance with filing
claims in any applicable non-English language), (ii) a statement in the applicable non-English language, prominently displayed
on notices, explaining how to access language services and (iii) notices in the applicable non-English language upon request. For
this purpose, a non-English language is an applicable non-English language if 10% or more of the population residing in the county
for which the notice is sent is literate only in the same non-English language.


 


(xi)             
 Adjudication of Disability Benefit Claims: Independence and Impartiality. All claims and appeals with respect to
benefits due to Executive being Permanently Disabled shall adjudicated in a manner designed to ensure the independence and impartiality
of the persons involved in making the decision. Accordingly, decisions regarding hiring, compensation, termination, promotion,
or other similar matters with respect to any individual (such as a claims adjudicator or medical or vocational expert) shall not
be based upon the likelihood that the individual will support the denial of benefits.


 


(xii)           
Exhaustion of Administrative Remedies Available under the Agreement.


 


(1)               
In no event will Executive be entitled to challenge the Claims Administrator’s decision in court or any other proceeding
unless and until these claims procedures are exhausted. The Executive then shall have one hundred eighty (180) days from the date
of receipt of the Claims Administrator’s decision on appeal in which to file suit regarding a claim for benefits under this
Agreement. If suit is not filed within such one hundred eighty (180)-day period, it shall be forever barred.


 


(2)               
Notwithstanding the foregoing, in the case of a claim for benefits due to Executive being Permanently Disabled, if the Claims
Administrator or Appeals Fiduciary, as applicable, fails to strictly adhere to all the applicable requirements hereunder, the claimant
is deemed to have exhausted the administrative remedies available under the Agreement, except as provided in the paragraph below
with respect to de minimis violations. If the claimant chooses to pursue remedies under Section 502(a) of ERISA under such circumstances,
the claim or appeal is deemed denied on review without the exercise of discretion by an appropriate fiduciary.


 


The administrative remedies
available under the Agreement will not be deemed exhausted based on de minimis violations that do not cause, and are not likely
to cause, prejudice or harm to the claimant, provided the Agreement demonstrates that the violation was for good cause or due to
matters beyond the control of the Agreement and that the violation occurred in the context of an ongoing, good faith exchange of
information between the Agreement and the claimant. A violation shall not be de minimis if it is part of a pattern or practice
of violations by the Agreement. The claimant may request a written explanation of the violation from the Agreement, and the Agreement
must provide such explanation within ten (10) days, including a specific description of its bases, if any, for asserting that the
violation should not cause the available administrative remedies to be deemed exhausted. If a court rejects the claimant’s
request for immediate review on the basis that the Agreement met the standards for the de minimis exception the claim shall be
considered as refiled on appeal upon the Agreement’s receipt of the court’s decision. Within a reasonable time after
the receipt of the decision, the Agreement shall provide the claimant with notice of the resubmission.


 






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(xiii)         
Definitions. For purposes of the Agreement’s claims procedures, the following words and phrases shall have
the respective meanings set forth below:


 


(1)               
“Adverse benefit determination” means any of the following: a denial, reduction or termination of, or
a failure to provide or make payment (in whole or in part) for, a benefit, including any such denial, reduction, termination, or
failure to provide or make payment that is based on a determination of a claimant’s eligibility to participate in a plan
and with respect to a claim for benefits due to Executive being Permanently Disabled, shall also mean any rescission of disability
coverage with respect to a Participant or Beneficiary (whether or not there is an adverse effect on any particular benefit at that
time), where rescission means a cancellation or discontinuance of coverage that has retroactive effect, except to the extent it
is attributable to a failure to timely pay required premiums or contributions towards the cost of coverage.


 


(2)               
 “Appeals Fiduciary” means an individual or group of individuals appointed by the Claims Administrator
to review appeals of claims for benefits payable due to the Executive being Permanently Disabled made pursuant to this Subsection
(b).


 


(3)               
“Claims Administrator” means the Board of Directors or such other person designated by the Board of Directors
from time to time and named by notice to Executive.


 


(4)               
A document, record, or other information shall be considered “relevant” to a claimant’s claim if
such document, record, or other information (A) was relied upon in making the benefit determination, (B) was submitted, considered,
or generated in the course of making the benefit determination, without regard to whether such document, record, or other information
was relied upon in making the benefit determination, (C) demonstrates compliance with the administrative processes and safeguards
required in making the benefit determination, or (D) in the case of a claim for benefits due to Executive being Permanently Disabled,
constitutes a statement of policy or guidance with respect to the Agreement concerning the denied treatment option or benefit for
the claimant’s diagnosis, without regard to whether such advice or statement was relied upon in making the benefit determination.


 


(xiv)         
Person Authorized to Act on Behalf of Claimant. The Claims Administrator may establish reasonable procedures to permit
an authorized person to act on behalf of the claimant (and for determining whether a person has been authorized to act on behalf
of a claimant).


 


5.                  
Funding by Bank.


 


(a)               
The benefit obligations of the Bank set forth herein constitute an unfunded retirement arrangement, the obligations under
which shall be reflected on the general ledger of the Bank (the “Retirement Liability”). The general corporate
funds of the Bank shall be the sole source of payment of the Retirement Liability. The Bank shall be under no obligation to set
aside, earmark or otherwise segregate any funds with which to pay the Retirement Liability. Executive and Executive’s Beneficiary
or any successor in interest shall be and shall remain unsecured general creditors of the Bank with respect to the Retirement Liability.
Executive and Executive’s Beneficiary shall have no interest in any property of the Bank or any other rights with respect
thereto except to the extent of the contractual right to the Retirement Liability represented by the obligations described in Section
2 of this Agreement.


 






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(b)               
Notwithstanding anything herein to the contrary, the Bank has no obligation whatsoever to set aside assets, either directly
or indirectly, in a trust for purposes of paying the Retirement Liability under this Agreement. The Retirement Liability is not
a deposit, is not otherwise funded by the Bank and is not insured by the Federal Deposit Insurance Corporation and does not constitute
a trust account or any other special obligation of the Bank and does not have priority of payment over any other general obligations
of the Bank. If the Bank determines in its sole discretion to set aside assets in a grantor trust for the purpose of paying benefits
under this Agreement, the grantor trust shall not be located outside of the United States or subsequently transferred to any trust
outside of the United States.


 


(c)               
Notwithstanding anything herein to the contrary, the Bank, in its sole discretion, may procure bank-owned life insurance
covering the life of the Executive, with respect to which the Bank shall be the beneficiary, to pay the Bank’s obligations
and to remain available to satisfy any claims of the Bank’s general creditors, under this Agreement. Executive agrees to
fully cooperate with the Bank to enable the Bank to procure such life insurance, including undertaking a physical to the extent
needed to procure the policy. Executive and Executive’s Beneficiary, however, shall have no interest in any such policy of
the Bank or any other rights with respect to such policy, the proceeds of which will be paid to the Bank. The Bank in its sole
discretion will determine whether to procure any such policy and, if the Bank elects to procure such policy, the face amount of
such policy.


 


6.                  
Employment of Executive; Other Agreements. The benefits provided for herein for Executive are supplemental retirement
benefits and shall not be deemed to modify, affect or limit any salary or salary increases, bonuses, profit sharing or any other
type of compensation of Executive in any manner whatsoever. No provision contained in this Agreement shall in any way affect, restrict
or limit any existing employment agreement between the Bank and Executive, nor shall any provision or condition contained in this
Agreement create specific employment or other service rights of Executive or limit the right of the Bank to discharge Executive
with or without cause or otherwise terminate the Executive’s service on the Board of Directors.


 


7.                  
Withholding.


 


(a)               
The Executive is responsible for payment of all taxes applicable to compensation and benefits paid or provided to the Executive
under the Agreement, including federal and state income tax withholding, as applicable. The Bank shall withhold any taxes that,
in its reasonable judgment, are required to be withheld, including but not limited to taxes owed under Code Section 409A and regulations
thereunder, if any, and all employment taxes due to be paid by the Bank pursuant to Code Section 3121(v) and regulations promulgated
thereunder (i.e., Federal Insurance Contributions Act (“FICA”) taxes on the present value of payments
hereunder which are no longer subject to vesting). The Bank’s sole liability regarding such taxes is to forward any amounts
withheld to the appropriate taxing authority(ies). By participating in the Agreement, the Executive consents to the deduction of
all tax withholdings attributable to participation in the Agreement from the benefits due under the Agreement or other payments
due to the Executive by the Bank to satisfy the employee-portion of such obligations. If insufficient cash wages are available
or, if the Executive so desires, the Executive may remit payment in cash for the withholding amounts.


 






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(b)               
Notwithstanding any other provision in the Agreement to the contrary, to the extent permitted by Code Section 409A, payments
due under the Agreement may be accelerated to pay, where applicable, the FICA tax imposed under Code Sections 3101, 3121(a), and
3121(v)(2) and any state, local, and foreign tax obligations (the “Tax Obligations”) that may be imposed on
amounts deferred pursuant to the Agreement prior to the time such amounts are paid or made available and to pay the income tax
at source on wages imposed under Code Section 3401 or the corresponding withholding provisions of applicable state, local, or foreign
tax laws as a result of an accelerated payment of the Tax Obligations (the “Income Tax Obligations”). Accelerated
payments pursuant to this Section 7(b) shall not exceed the amount of the Tax Obligations and Income Tax Obligations and
shall be made as a payment directly to taxing authorities pursuant to the applicable withholding provisions. Any accelerated payments
pursuant to this Section 7(b) shall reduce the benefit otherwise payable to the Executive pursuant to the Agreement.


 


(c)               
Notwithstanding any other provision in the Agreement to the contrary, the Executive shall be liable for all taxes related
to payments under this Agreement, and the Bank shall not be liable to any interested party for any such taxes or if the Agreement
fails to be exempt from or to comply with Code Section 409A. Moreover, the Bank and the Executive acknowledge that amounts payable
under this Agreement may need to be bifurcated and made subject to different withholdings and reporting, given the benefits to
accrue hereunder relate to both the Executive’s employment with the Bank and the Executive’s service on the Board of
Directors.


 


8.                  
Arbitration; Jury Trial Waiver.


 


(a)               
Except as otherwise expressly provided herein or in any other subsequent written agreement between Executive and the Bank,
unless prohibited by law, any controversy or claim between Executive and the Bank, or between the respective successors or assigns
of either, or between Executive and any of the Bank’s officers, employees, agents or affiliated entities, arising out of
or relating to this Agreement or any representations, negotiations, or discussions leading up to this Agreement or any relationship
that results from any of the foregoing, whether based on contract, an alleged tort, breach of warranty, or other legal theory (including
claims of fraud, misrepresentation, suppression of material fact, fraud in the inducement, and breach of fiduciary obligation),
and whether based on acts or omissions occurring or existing prior to, at the time of, or after the execution of this Agreement
and whether asserted as an original or amended claim, counterclaim, cross-claim, or otherwise, shall be settled by binding arbitration;
provided, however, that resort to arbitration as provided in this Section 8 may only be had after exhaustion of the claims
procedure described in Subsection 4(b) followed by mediation under the Commercial Mediation Rules of the American Arbitration Association.
Thereafter, arbitration of any unresolved claim shall be administered by the American Arbitration Association under its Commercial
Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Any dispute regarding whether a particular claim is subject to arbitration will be decided by the arbitrator. Any court of competent
jurisdiction may compel arbitration of claims pursuant to this Agreement.


 


(b)               
The arbitrator may award to the prevailing party pre-and post-award expenses of the arbitration, including the arbitrator’s
fees and travel expenses, administrative fees, out-of-pocket expenses such as copying and telephone, court costs, witness fees,
stenographer’s fees, and (if allowed by applicable law) attorneys’ fees. Otherwise, the parties will share equally
the arbitrator’s fee and travel expenses and administrative fees, and each party will bear its own expenses.


 






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(c)               
This agreement to arbitrate disputes will survive the payment of all obligations under this Agreement and termination or
performance of any transactions contemplated hereby between Executive and the Bank, and will continue in full force and effect
unless Executive and the Bank otherwise expressly agree in writing.


 


(d)               
By entering into this Agreement, Executive and the Bank agree and acknowledge that:


 


(i)                
by agreeing to arbitrate disputes, Executive and the Bank are giving up the right to trial in a court and THE RIGHT TO TRIAL
BY JURY of all claims that are subject to arbitration under this Agreement;


 


(ii)              
grounds for appeal of the arbitrator’s decision are very limited; and


 


(iii)            
in some cases the arbitrator may be employed by, or may have worked closely with, a business in the same or a related type
of business as the business engaged in by Executive or the Bank.


 


(e)               
EXECUTIVE
AND THE BANK HEREBY WAIVE THE RIGHT TO TRIAL BY JURY OF ALL DISPUTES, CONTROVERSIES AND CLAIMS BY, BETWEEN OR AGAINST EXECUTIVE
OR THE BANK, WHETHER THE DISPUTE, CONTROVERSY OR CLAIM IS SUBMITTED TO ARBITRATION OR IS DECIDED BY A COURT.


 


Executive must initial here:                      


 


9.                  
Miscellaneous Provisions.


 


(a)               
Counterparts. This Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall
be deemed to be an original, and all such counterparts shall constitute one and the same instrument. This Agreement may be executed
and delivered by facsimile transmission of an executed counterpart.


 


(b)               
Construction. As used in this Agreement, the neuter gender shall include the masculine and the feminine, the masculine
and feminine genders shall be interchangeable among themselves and each with the neuter, the singular numbers shall include the
plural, and the plural the singular. The term “person” shall include all persons and entities of every nature
whatsoever, including, but not limited to, individuals, corporations, partnerships, governmental entities and associations. The
terms “including,” “included,” “such as” and terms of similar import shall not imply the exclusion
of other items not specifically enumerated.


 


(c)               
Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be
held to be invalid, illegal, unenforceable or inconsistent with any present or future law, ruling, rule or regulation of any court,
governmental or regulatory authority having jurisdiction over the subject matter of this Agreement, such provision shall be rescinded
or modified in accordance with such law, ruling, rule or regulation and the remainder of this Agreement or the application of such
provision to the person or circumstances other than those as to which it is held inconsistent shall not be affected thereby and
shall be enforced to the greatest extent permitted by law.


 






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(d)               
Governing Law. This Agreement is made in the State of Maryland and shall be governed in all respects and construed
in accordance with the laws of the State of Maryland, without regard to its conflicts of law principles, except to the extent superseded
by the Federal laws of the United States.


 


(e)               
Binding Effect. This Agreement is binding upon the parties, their respective successors, assigns, heirs and legal
representatives. Without limiting the foregoing this Agreement shall be binding upon any successor of the Bank whether by merger
or acquisition of all or substantially all of the assets or liabilities of the Bank. This Agreement may not be assigned by any
party without the prior written consent of each other party hereto.


 


(f)                
No Trust. Nothing contained in this Agreement and no action taken pursuant to the provisions of this Agreement shall
create or be construed to create a trust of any kind, or a fiduciary relationship between the Bank and Executive, Executive’s
Beneficiary or any other person.


 


(g)               
Assignment of Rights and Benefits. No right or benefit provided in this Agreement will be transferable by Executive
except, upon his death, to a named Beneficiary as provided in this Agreement. No right or benefit provided for in the Agreement
will be subject to anticipation, alienation, sale, assignment, pledge, encumbrance or charge, and any attempt to anticipate, alienate,
sell, assign, pledge, encumber, or charge the same will be void. No right or benefit provided for in the Agreement will in any
manner be liable for or subject to any debts, contracts, liabilities or torts of the person entitled to such benefits; provided,
however, that the undistributed portion of any benefit payable hereunder shall at all times be subject to set-off for debts owed
by Executive to the Bank.


 


(h)               
Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter
hereof and all prior or contemporaneous negotiations, agreements and understandings, whether oral or written, are hereby superseded,
merged and integrated into this Agreement.


 


(i)                
Notices. All notices and other communications required or permitted under this Agreement shall be in writing and,
if mailed by prepaid first-class mail or certified mail, return receipt requested, shall be deemed to have been received on the
earlier of the date shown on the receipt or three (3) business days after the postmarked date thereof. In addition, notices hereunder
may be delivered by hand, facsimile transmission or overnight courier, in which event the notice shall be deemed effective when
delivered or transmitted. All notices and other communications under this Agreement shall be given to the parties hereto, at the
following addresses:


 


Bank:


 


Shore United Bank


18 East Dover Street


Easton, MD 21601


Attention: CHRO


 


Executive: Address on file with
Bank


 


(j)                
Non-waiver. No delay or failure by either party to exercise any right under this Agreement, and no partial or single
exercise of that right, shall constitute a waiver of that or any other right.


 






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(k)               
Headings. Headings in this Agreement are for convenience only and shall not be used to interpret or construe its
provisions.


 


(l)                
Accelerated Payouts in the Event of 409A Violations. Notwithstanding any other provision of the Agreement to the
contrary, the Bank shall make payments hereunder before such payments are otherwise due if it determines that the provisions of
the Agreement fail to meet the requirements of Code Section 409A and the rules and regulations promulgated thereunder; provided,
however, that such payment(s) may not exceed the amount required to be included in income as a result of such failure to comply
with the requirements of Code Section 409A and the rules and regulations promulgated thereunder and, to the extent permissible
therein, any taxes, penalties, interest and costs attributable thereto.


 


10.              
Definitions. Where the following words and phrases appear in the Agreement, they shall have the respective meanings
set forth below, unless their context clearly indicates to the contrary:


 


(a)               
“Accrual Balance” means the liability that the Bank accrues, under Generally Accepted Accounting Principles
(“GAAP”) as reasonably applied by the Bank, for the Bank’s obligation to the Executive under this Agreement in
accordance with Accounting Principles Board Opinion Number 12, as amended by Statement of Financial Accounting Standards Number
106, and the Discount Rate. Any one of a variety of amortization methods may be used to determine the Accrual Balance. However,
once chosen, the method must be consistently applied.


 


(b)               
“Beneficiary” shall mean the person(s) designated by the Executive to receive any death benefits described
under Section 2(e) of the Agreement. The Executive shall designate his Beneficiary in writing to the Bank pursuant to procedures
as may be established from time to time; provided, however, if no such designation has been made or if the Beneficiary predeceases
Executive, the Beneficiary of Executive under this Agreement shall be Executive’s legally-married spouse, if any, or, if
there is no legally-married surviving spouse, the Beneficiary shall be Executive’s estate.


 


(c)               
“Cause” shall have the same meaning given to the same or similar term in any employment agreement between
the parties as may be in effect from time to time; provided, however, if there is no such term or similar term in the employment
agreement or if there is no such employment agreement, then the term shall mean (i) intentional misconduct or gross malfeasance,
or an act or acts of gross negligence in the course of employment or any material breach of the Executive’s obligations contained
herein, including, without limitation, acts competitive with or deliberately harmful to the business of the Bank; (ii) any intentional
misstatement or omission to the directors or executive officers of the Bank with respect to any matter; (iii) the intentional failure
of the Executive to follow the reasonable instructions and policies of the Bank; (iv) the Executive’s conviction, admission
or confession of any felony or an unlawful act involving active and willful fraud or moral turpitude; or (v) the violation by the
Executive of applicable state and federal banking regulations, rules, or statutes. If there is a discharge of the Executive by
the Bank for Cause, the Executive will be deemed to and shall resign from the Bank contemporaneously with the termination of the
Executive’s employment.


 


(d)               
“Change in Control” shall mean (i) any transaction, whether by merger, consolidation, asset sale, recapitalization,
reorganization, combination, stock purchase, tender offer, reverse stock split, or otherwise, which results in the acquisition
of, or beneficial ownership (as such term is defined under rules and regulations promulgated under the Securities Exchange Act
of 1934, as amended) by any entity, person or any group thereof acting in concert, of 50% or more of the outstanding shares of
common stock of the Bank; or (ii) the sale of 50% or more of the collective assets of the Bank. For purposes of this Section
10(d), persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation,
purchase or acquisition of stock, or similar business transaction with the Bank. Change in Control shall be construed consistent
with its meaning under Section 409A of the Code.


 






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(e)               
“Code” means the Internal Revenue Code of 1986, as amended, and all applicable rules and regulations
promulgated thereunder.


 


(f)                
“Continuous Service” shall mean continuous employment by the Executive with the Bank or any affiliates
as a common law employee and/or continuous service by the Executive as a member of the Board of Directors.


 


(g)               
“Discount Rate” shall mean the interest rate designated by the Board of Directors for determining the
present value of any benefits payable under this Agreement and/or the amount of the installment payments necessary to fully amortize
the Accrual Balance at the designated Discount Rate over the specified payment period. The Board of Directors has the authority
to designate and/or adjust the Discount Rate, in its sole discretion, so as to maintain the rate within reasonable standards according
to GAAP and applicable bank regulatory guidance.


 


(h)               
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and all applicable rules
and regulations promulgated thereunder,


 


(i)                
“Normal Retirement Age” means the attainment of age sixty-nine (69) by the Executive.


 


(j)                
 “Normal Retirement Benefit” means one hundred fifty thousand dollars ($150,000).


 


(k)               
“Permanently Disabled” shall mean 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 that results
in Executive (i) being unable to engage in any substantial gainful activity; or (ii) receiving income replacement benefits for
a period of not less than three (3) months under the Bank’s long-term disability plan covering Executive. The determination
of whether Executive is Permanently Disabled shall be made by the Bank and shall be construed consistent with its meaning under
Section 409A of the Code. If the Executive becomes Permanently Disabled, the Executive will be deemed to and shall resign from
the Bank contemporaneously with the Executive becoming Permanently Disabled.


 


(l)                
“Separation from Service” shall mean (i) a termination of the Executive’s employment where either
(A) the Executive has ceased to perform any services for the Bank and all affiliated companies that, together with the Bank, constitute
the “service recipient” within the meaning of Code Section 409A and the regulations thereunder (collectively, the “Service
Recipient”) or (B) the level of bona fide services the Executive performs for the Service Recipient after a given date
(whether as an employee or as an independent contractor) permanently decreases (excluding either a decrease as a result of military
leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six (6) months, or if longer,
so long as the Executive retains a right to reemployment with the Service Recipient under an applicable statute or by contract
or any other decrease permitted under Code Section 409A) to no more than twenty percent (20%) of the average level of bona fide
services performed for the Service Recipient (whether as an employee or an independent contractor) over the immediately preceding
36-month period (or the full period of service if the Executive has been providing services to the Service Recipient for less than
36 months), and (ii) a termination of the Executive’s service on the Bank, in each case, consistent with a “separation
from service” within the meaning of Code Section 409A. Given the Executive is to be provided retirement benefits under the
Agreement in return for his services as both an employee of the Bank and a member of the Board of Directors, the Executive will
need to separate from service both as an employee and as a member of the Board of Directors to be treated as having a Separation
from Service for purposes of this Agreement. All references to termination or discharge of employment and/or service shall be deemed
to refer to a “separation from service.”


 


[Remainder
of Page Intentionally Left Blank]


 



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


 


	 	SHORE UNITED BANK:
	 	 
	 	 
	 	By:	/s/ Edward C. Allen
	 	 	 
	 	Name:	Edward C. Allen
	 	 	 
	 	Title: 	Executive Vice President and CFO
	 	 
	 	 
	 	EXECUTIVE:
	 	 
	 	/s/ Lloyd L. Beatty, Jr.
	 	Lloyd L. Beatty, Jr.




  



     16


     


    

 


DESIGNATION OF
BENEFICIARY FORM

UNDER

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


 


Pursuant to Section 10(b) of the
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (the “Agreement”), I, Scott Beatty, hereby designate the beneficiary(ies)
listed below to receive any benefits under the Agreement that may be due following my death. This designation shall replace and
revoke any prior designation of beneficiary(ies) made by me under the Agreement.


 


Full Name(s), Address(es) and Social Security
Number(s) of Primary Beneficiary(ies)*:


 


 


 


 


 


 


*If more than one beneficiary is named
above, the beneficiaries will share equally in any benefits, unless you have otherwise provided above. Further, if you have named
more than one beneficiary and one or more of the beneficiaries is deceased at the time of your death, any remaining beneficiary(ies)
will share equally, unless you have provided otherwise above. If no primary beneficiary survives you, then the contingent beneficiary
designated below will receive any benefits due upon your death. In the event you have no designated beneficiary upon your death,
any benefits due will be paid to your legally-married spouse, if any, or, if there is no legally-married surviving spouse, to your
estate. In the event that you are naming a beneficiary that is not a person, please provide pertinent information regarding the
designation.


 


Full Name, Address and Social Security
Number of Contingent Beneficiary:


 


 


 


 





 


 


	Date	 	 	 
	 	 	 	Lloyd L. Beatty, Jr.






 








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