Second Amendment to Employment Agreement


Between Sandy Spring Bancorp, Inc., Sandy
Spring Bank and Daniel J. Schrider


Dated January 1, 2009


 


 


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 Daniel J. Schrider (the “Executive”).


 


WHEREAS, the Bancorp, the Bank and
the Executive entered into an employment agreement, dated as of January 1, 2009 (the “Agreement”); which was amended
by the parties as of November 1, 2009; and


 


WHEREAS, the Bancorp, the Bank and
the Officer desire to amend the Agreement to eliminate the gross-up provision related to excess parachute payments potentially
made in connection with a change in control; and


 


WHEREAS, Section 8.8 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 5.3 of the Agreement is deleted in its entirety and
replaced with the following new Section 5.3:


 


“5.3Contingent Reduction of Parachute Payments.


 


If there is a change in ownership or control that would cause
any payment or distribution by the Bancorp or the Bank or any other person or entity to Executive or for Executive’s benefit
(whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”)
to be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”)
(such excise tax, together with any interest or penalties incurred by Executive with respect to such excise tax, the “Excise
Tax”), then Executive will receive the greatest of the following, whichever gives Executive the highest net after-tax amount
(after taking into account federal, state, local and social security taxes): (a) the Payments or (b) one dollar less than the amount
of the Payments that would subject Executive to the Excise Tax (the “Safe Harbor Amount”). If a reduction in the Payments
is necessary so that the Payments equal the Safe Harbor Amount and none of the Payments constitutes a “deferral of compensation”
within the meaning of and subject to Section 409A of the Code (“Nonqualified Deferred Compensation”), then the reduction
shall occur in the manner Executive elects in writing prior to the date of payment. If any Payment constitutes Nonqualified Deferred
Compensation or if Executive fails to elect an order, then the Payments to be reduced will be determined in a manner which has
the least economic cost to Executive and, to the extent the economic cost is equivalent, will be reduced in the inverse order of
when payment would have been made to Executive, until the reduction is achieved. All determinations required to be made under this
Section 5.3, including whether and when the Safe Harbor Amount is required and the amount of the reduction of the Payments and
the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm designated
by Bancorp or the Bank (the “Accounting Firm”). All fees and expenses of the Accounting Firm shall be borne solely
by Bancorp and the Bank. Any determination by the Accounting Firm shall be binding upon Bancorp, the Bank and Executive.”


 






    	 



    	 



    

 


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/ Robert L. Orndorff
	 	 	Robert L. Orndorff
	 	 	Chairman of the Board
	 	 	 
	 	 	 
	 	SANDY SPRING BANK
	 	 	 
	 	 	 
	 	By: 	/s/ Robert L. Orndorff
	 	 	Robert L. Orndorff
	 	 	Chairman of the Board
	 	 	 
	 	 	 
	 	EXECUTIVE
	 	 	 
	 	 	 
	 	/s/ Daniel J. Schrider
	 	Daniel J. Schrider