Amendment to Change in Control Agreement


Between Sandy Spring Bancorp, Inc., Sandy
Spring Bank and R. Louis Caceres


Dated March 9, 2012


 


 


THIS AMENDMENT, made and entered
into as of the 7th day of March, 2013, by and between Sandy Spring Bancorp, Inc. (the “Bancorp”), Sandy Spring Bank
(the “Bank”) and R. Louis Caceres (the “Officer”).


 


WHEREAS, the Bancorp, the Bank and
the Officer entered into a change in control agreement, dated as of March 9, 2012, (the “Agreement”); and


 


WHEREAS, the Bancorp, the Bank and
the Officer desire to amend the Agreement to make certain changes to the potential severance triggers under the Agreement; and


 


WHEREAS, Section 13 of the Agreement
provides that the parties may amend the Agreement by a written instrument from time to time.


 


ACCORDINGLY, the Agreement is hereby
amended, effective as of the date first set forth above as follows:


 


Section 1.c. of the Agreement is deleted in its entirety and
replaced with the following new Section 1.c.:


 


		“c.	Good Reason. "Good Reason" shall be deemed to exist at the time that any of the following events occurs without
the Officers express written consent:



 


		i.	A material reduction in the Officer’s responsibilities or authority in connection with the Officer’s employment
with the Bank or the Bancorp;



 


		ii.	Assignment to the Officer of duties of a non-executive nature or duties for which the Officer is not reasonably equipped by
the Officer’s skills and experience;



 


		iii.	A reduction in salary or benefits, or, following a Change in Control, (x) any reduction in salary or a material reduction in
benefits below the amounts to which the Officer was entitled prior to the Change in Control or (y) the Officer is not offered a
comparable executive level position, which for purposes of this provision shall mean an executive officer position with respect
to which the total authorities, responsibilities, compensation and benefits are comparable with the authorities, responsibilities,
compensation and benefits associated with the Officer’s position immediately preceding the Change in Control;



 


		iv.	Termination of incentive and benefit plans, programs, or arrangements, or a reduction of the Officer’s participation
to such an extent as to materially reduce their aggregate value below their aggregate value as of the Effective Date;



 


		v.	A requirement that the Officer’s principal business office or principal place of residence be relocated outside any county
in which the Bank has its main office, its branches, or its deposit taking Automatic Teller Machines; or the assignment to the
Officer of duties that would reasonably require such a relocation;



 






    	 



    	 



    

 


		vi.	A requirement that the Officer spend more than thirty (30) normal working days away from any county in which the Bank has its
main office, its branches, or its deposit taking Automatic Teller Machines during any consecutive twelve-month period; or



 


		vii.	Failure to provide office facilities, secretarial services, and other administrative services to the Officer which are substantially
equivalent to the facilities and services provided to the Officer on the Effective Date (excluding brief periods during which office
facilities may be temporarily unavailable due to fire, natural disaster, or other calamity).



 


Notwithstanding the foregoing, a reduction
or elimination of the Officer's benefits under one or more benefit plans maintained by Bancorp or the Bank as part of a good faith,
overall reduction or elimination of such plan or plans or benefits thereunder applicable to all participants in a manner that does
not discriminate against the Officer (except as such discrimination may be necessary to comply with law) shall not constitute an
event of Good Reason or a material breach of this Agreement, provided that benefits of the type or to the general extent as those
offered under such plan or plans prior to such reduction or elimination are not available to other officers of Bancorp or the Bank
or any company that controls either of them under a plan or plans in or under which the Officer is not entitled to participate
and to receive benefits on a fair and nondiscriminatory basis.


 


Notwithstanding the foregoing, it is expected
that Bancorp and the Bank will perform all duties and agreements to be performed herein, and they shall have the right to cure
non-performance, to the extent such performance is reasonably capable of being cured, and shall promptly upon receipt of written
notice of non-performance that the Officer describes and alleges to be Good Reason, comply with the requirements of such notice,
and further if they shall not comply with such notice to the satisfaction of the Officer within forty-eight (48) hours after delivery
thereof, (except if such compliance cannot be reasonably completed within forty-eight (48) hours, if Bank shall not commence to
comply with such period and thereafter proceed to completion with due diligence) the Officer shall have the right to proceed with
notice of a “Good Reason” termination as specified above.”


 


[Signature page follows]


 


 






    	 



    	 



    

 


IN WITNESS WHEREOF, the parties have
caused this amendment to the Agreement to be duly executed and delivered, as of the date first indicated above.


 


 





	 	SANDY SPRING BANCORP, INC.
	 	 	 
	 	 	 
	 	By: 	/s/ Daniel J. Schrider
	 	 	Daniel J. Schrider
	 	 	President and Chief Executive Officer
	 	 	 
	 	 	 
	 	SANDY SPRING BANK
	 	 	 
	 	 	 
	 	By: 	/s/ Daniel J. Schrider
	 	 	Daniel J. Schrider
	 	 	President and Chief Executive Officer
	 	 	 
	 	 	 
	 	OFFICER
	 	 	 
	 	 	 
	 	/s/ R. Louis Caceres
	 	R. Louis Caceres