Exhibit 10.2


 


 





BAY BANCORP, INC.


FIRST AMENDMENT TO STOCK OPTION AGREEMENT


Granted Under the Carrollton Bancorp
2007 Equity Plan


 


This First Amendment
to Stock Option Agreement (this “Amendment”) is made and entered into as of ___________, ___ (the “Effective
Date”) by and between Bay Bancorp, Inc., f/k/a Carrollton Bancorp, a Maryland corporation (the “Company”), and
Kevin B. Cashen (“Participant”).


 


WHEREAS, on January
2, 2014, the Company and Participant entered into a Stock Option Agreement (the “Option Agreement”) evidencing the
Company’s grant, on October 28, 2013, to Participant an option (the “Option”) to purchase 41,436 shares of the
Company’s common stock, par value $1.00 per share (the “Common Stock”), under the Carrollton Bancorp 2007 Equity
Plan (the “Plan”), which Option was designated as an Incentive Stock Option within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended;


 


WHEREAS, the Option
Agreement provides that, upon the termination of Participant’s employment for any reason other than his retirement, death,
disability or “Cause”, the portion of the Option that remains unvested as of such termination shall terminate and the
vested portion will remain exercisable until the date that is three months after the date of Participant’s termination of
employment;


 


WHEREAS, Participant,
Bay Bank, F.S.B. (the “Bank”) and the Company have entered into a Separation Agreement in connection with the termination
of Participant’s employment (the “Separation Agreement”);


 


WHEREAS, the Administrator
desires to accelerate the vesting of the Option and modify its terms to provide that the Option shall remain exercisable until
the earlier of the date that is 12 months following Participant’s termination of employment and the Expiration Date, with
the effect that the portion of the Option that currently constitutes an Incentive Stock Option shall thereupon no longer constitute
an Incentive Stock Option;


 


WHEREAS, the Plan authorizes
the Administrator of the Plan to accelerate the vesting of any outstanding stock option and to modify the terms of any outstanding
stock option at any time to, among other things, extend the period during which an option may be exercised following the termination
of the optionee’s employment; and


 


WHEREAS, Participant
has agreed to such acceleration and modification, and the parties hereto desire to amend the Option Agreement to evidence the same.


 


NOW, THEREFORE, in
consideration of the foregoing recitals and the covenants set forth herein, the parties hereto agree to amend the Option Agreement
as follows:


 


1.Acceleration
of Vesting. Section 1 of the Option Agreement is hereby amended to provide that the Option is 100% vested as of the Effective
Date.


 






    	 



    	 



    

2.Extension
of Post-Termination Exercise. Section 2(a)(v) of the Option Agreement is hereby deleted in its entirety and the following is
hereby substituted in lieu thereof:


 


(v)Other
Termination. If there is a Termination of Participant’s service with the Company or any of its Subsidiaries for any reason
other than Retirement, death, Disability or Cause, then any Option held by Participant may thereafter be exercised, to the extent
it was exercisable on the date of such Termination, until the earlier of (A) the date on which Participant breaches or threatens
to breach any covenant, agreement, obligation, representation or warranty made in the Separation Agreement or in that certain Employment
Agreement, dated as of February 26, 2014, by an among Participant, the Bank and the Company, (B) the date that is 12 months after
the Termination, and (C) the Expiration Date (the “Option Termination Date”).


 


3.Effect on
Option Agreement. Except as provided in this Amendment, all terms and conditions of the Option Agreement remain in full force
and effect. Capitalized terms used but not defined herein shall have the meanings given such terms in the Option Agreement.


 


4.Governing
Law. This Amendment shall be interpreted and construed in accordance with the laws of the State of Maryland except to the extent
such law is preempted by applicable federal law.


 


[Signatures Appear on Next
Page]


 






    	2



    	 



    

[Signature Page]


 


IN WITNESS WHEREOF, the Company and
Participant have duly executed this Amendment as of the Effective Date.


 


 


 


 





	 	BAY BANCORP, INC.
	 	 
	 	 
	 	By:                                                   
	 	Name:  Joseph J. Thomas
	 	Title:    Executive Chairman
	 	 
	 	 
	 	PARTICIPANT
	 	 
	 	 
	 	 
	 	Kevin
B. Cashen                      
	 	Printed Name
	 	 
	 	2 Grainfield
Court                     
	 	Street Address
	 	 
	 	Catonsville,
MD 21228            
	 	City, State and Zip Code




 


 


 


 


3