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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 |
Departure
of Directors or Certain Officers; Election of Directors;
Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers.
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·
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The
initial term of the Agreement begins on March 26, 2008 and continues
through December 31, 2008. The term of the Agreement will be automatically
extended for an additional three-month period, unless Mr. Schrider
or the
Bank provides written notice of non-renewal within 30 days of the
expiration of the Agreement;
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·
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The
Bank will pay Mr. Schrider an annual base salary of $350,000. Such
salary
may be subsequently increased or decreased by the Board of Directors
of
the Bank in consultation with the Human Resources Committee of the
Board,
but in no event can Mr. Schrider’s base salary be decreased below
$350,000;
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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 automobile
allowance and appropriate club
memberships;
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·
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Mr.
Schrider will be: (1) entitled to participate in the Bank’s bonus program;
(2) able to participate in stock option or incentive compensation
plans,
the Executive Incentive Retirement Plan, long term care insurance,
disability income insurance, the Group Term Replacement Plan and
other
benefits commensurate with Mr. Schrider’s position and responsibilities;
(3) entitled to paid time off in accordance with the policies, practices
and procedures available to executive officers of the Bank and (4)
able to
participate in life, health, dental and other benefit plans of the
Bank
available to personnel;
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·
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If
Mr. Schrider is terminated for Just Cause, he will forfeit all rights
and
benefits under his employment
agreement;
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·
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If
Mr. Schrider is terminated without Just Cause or with Good Reason,
he will
be entitled to eighteen months of his current base salary, plus any
annual
cash bonus and vested benefits due to him under the terms of any
Bank
policy, plan or program;
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·
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If
Mr. Schrider is terminated within the period beginning six months
prior to
and ending two years after a change in control of the Company or
the Bank,
Mr. Schrider will be entitled to receive a lump sum payment equal
to 2.99
the sum of Mr. Schrider’s annual salary at the highest rate in effect for
the 12 months immediately preceding his termination date, plus the
amount
of other compensation received by Mr. Schrider pursuant to the Agreement
during the calendar year preceding the change in control. In addition,
Mr.
Schrider would also be entitled to the continuation or payment of
certain
health and welfare benefits for a period of three years following
his
termination of employment; and
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·
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Mr.
Schrider is subject to a non-compete agreement for the term of the
Agreement, unless he is terminated in connection with a change in
control.
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| Item 9.01 |
Financial
Statements and Other Exhibits.
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| Exhibit 10.1 |
Employment
Agreement dated March 26, 2008
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| Exhibit 99.1 |
Press
Release dated March 27, 2008
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SANDY
SPRING BANCORP, INC.
(Registrant)
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| Date: March 28, 2008 | By: | /s/ Hunter R. Hollar |
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Hunter R. Hollar |
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| Chief Executive Officer | ||