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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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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of
CertainOfficers.
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·
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The
initial term of the Agreement begins on January 1, 2009 and expires on
January 1, 2012. The term of the Agreement may be annually
extended for an additional one-year period so that the remaining term of
the Agreement is three years.
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·
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The
Bank will pay Mr. Schrider an annual base salary of not less than
$450,000. Such salary shall be subject to annual
review.
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·
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Mr.
Schrider is entitled to participate in the Company’s incentive
compensation and benefit plans, subject to meeting the eligibility
requirements for those plans and
benefits.
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·
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Mr.
Schrider is entitled to fringe benefits in accordance with the programs,
policies and practices of the Bank. Such benefits include an
employer-provided automobile and appropriate club
memberships.
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·
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If
Mr. Schrider is terminated for Just Cause (as defined in the Agreement),
he will receive his base salary through the effective date of termination
and any reimbursement of expenses to which he is entitled to upon the
effective date of termination.
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·
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If
Mr. Schrider is terminated without Just Cause or voluntarily terminates
employment with Good Reason (as defined in the Agreement), he will be
entitled to receive his current base salary for the unexpired term of the
Agreement and continuation of medical insurance benefits until the sooner
of Mr. Schrider finding employment, attaining the age of 65, or the
expiration of the unexpired term of the
Agreement.
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·
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If
a Change in Control (as defined in the Agreement) occurs during the term
of the Agreement and, thereafter, Mr. Schrider’s employment terminates
involuntarily but without Just Cause or if Mr. Schrider voluntarily
terminates employment with Good Reason, Mr. Schrider will be entitled to
receive a lump sum payment equal to three times his average taxable income
for the five calendar years preceding the year in which the Change in
Control occurs. In addition, Mr. Schrider would also be
entitled to the continuation of medical insurance benefits until the
sooner of Mr. Schrider finding employment, attaining the age of 65, or the
expiration of the unexpired term of the Agreement. The Company
will reimburse Mr. Schrider for any excise taxes due under Section 4999 of
the Internal Revenue Code as a result of any payments made in connection
with a Change in Control.
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·
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Mr.
Schrider is subject to non-disclosure obligations and a non-compete
agreement for a period of one year following termination of employment,
unless he is terminated in connection with a Change in
Control.
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·
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Notwithstanding
anything in the Agreement to the contrary, the Company will not make any
golden parachute payment to Mr. Schrider during any period during which he
is a senior executive officer and the United States Department of the
Treasury holds an equity or debt position acquired from the Company in the
Troubled Assets Relief Program Capital Purchase Program. Any
payment otherwise due to Mr. Schrider under the Agreement or any other
benefit plan or arrangement with Mr. Schrider will be reduced by the
minimum amount necessary so that the payments comply with the limitations
of the Capital Purchase Program.
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SANDY
SPRING BANCORP, INC.
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(Registrant)
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Date:
January 5, 2009
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By:
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/s/
Daniel J. Schrider
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Daniel
J. Schrider
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President
and Chief Executive
Officer
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