UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported): January
10, 2008
SANDY
SPRING BANCORP, INC.
(Exact
name of registrant as specified in its charter)
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Maryland
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000-19065
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52-1532952
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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17801
Georgia Avenue, Olney, Maryland 20832
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (301) 774-6400
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
| Item
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers
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On
January 10, 2008, Sandy Spring Bank (the “Bank”), the wholly-owned subsidiary of
Sandy Spring Bancorp, Inc., entered into agreements with the following officers
of Bank, among others, that terminated their respective Supplemental Executive
Retirement Agreements: Hunter R. Hollar, Philip J. Mantua, Frank H. Small,
R.
Louis Caceres and Daniel J. Schrider (the named executive officers). In
connection with the termination of the Supplemental Executive Retirement
Agreements, the Board of Directors of the Bank adopted an Executive Incentive
Retirement Plan and designated each of the named executive officers, among
others, as participants in the plan.
Under
the
Executive Incentive Retirement Plan, a deferred benefit account is established
for each participant. The initial balance of the deferred benefit account for
each of the named executive officers is equal to the accrued benefit under
the
officer’s Supplemental Executive Retirement Agreement. In addition, the Board of
Directors may provide for an annual deferral bonus and may establish criteria
(e.g., the targeted payouts based on performance) for each participant’s
deferral bonus on an annual basis. The Board of Directors may establish any
terms and conditions (including vesting schedules) of participation as it deems
appropriate for each participant. Unless otherwise determined by the Board
of
Directors, all awards under the plan will fully vest upon death, disability
or a
change in control of the Bank.
The
Bank
shall pay the vested deferred benefit accounts to participants following their
separation from service, provided that the separation from service does not
occur for just cause (in which case no benefit is payable). Distributions may
be
made in the form of either a lump sum or a series of up to 15 annual payments
at
the election of the participant.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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SANDY
SPRING BANCORP, INC.
(Registrant)
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| Date: January 16,
2008 |
By: |
/s/
Hunter R. Hollar |
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Hunter
R. Hollar |
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President
and Chief Executive Officer
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