As filed with the Securities and Exchange Commission on August 22, 1996
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
Post Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------
COLUMBIA BANCORP
(Exact name of registrant as specified in its charter)
---------------
Maryland 52-1545782
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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10480 Little Patuxent Parkway
Columbia, Maryland 21044
(410) 465-4800
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive office)
---------------
Columbia Bancorp 1987 Stock Option Plan, As Amended
Columbia Bancorp 1990 Director Stock Option Plan, As Amended
(Full title of the plan)
---------------
John M. Bond, Jr. James J. Winn, Jr., Esquire
Columbia Bancorp Piper & Marbury L.L.P.
10480 Little Patuxent Parkway 36 South Charles Street
Columbia, Maryland 21044 Baltimore, Maryland 21201
(410) 465-4800 (410) 539-2530
(Name, address, including zip code, and telephone number, including area code,
of agents for service)
---------------
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The purpose of filing this Post Effective Amendment No. 1 to the
Registration Statement is to refile two corrected exhibits.
ITEM 8. Exhibits.
Exhibit
Number Description
------ -----------
10.1 Columbia Bancorp 1987 Stock Option Plan, as Amended through
July 29, 1996 (including Form of Non-Qualified Stock Option
Agreements and Form of Incentive Stock Option Agreements).
10.2 Columbia Bancorp 1990 Director Stock Option Plan, as Amended
through July 29, 1996 (including Form of Non-Qualified Stock
Option Agreement).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the County of Howard, and the State of Maryland on
this 21st day of August, 1996.
COLUMBIA BANCORP
By: /s/ John M. Bond, Jr.
John M. Bond, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed below by the following
persons in the capacities and on the date indicated.
Principal Executive Officer:
/s/ John M. Bond, Jr. President and Chief Date: August 21, 1996
John M. Bond, Jr. Executive Officer
Principal Financial and Accounting Officer:
/s/ John A. Scaldara, Jr. Chief Financial Officer Date: August 21, 1996
John A. Scaldara, Jr. and Secretary
A Majority of the Board of Directors:
Anand S. Bhasin, John M. Bond, Jr., John M. Bond, Sr., Garnett Y. Clark, Jr.,
James Clark, Jr., Hugh F.Z. Cole, Jr., G. William Floyd, Robert J. Gaw, Mary T.
Gould, William L. Hermann, Herschel L. Langenthal, Harry L. Lundy, Jr., Richard
E. McCready, James R. Moxley, Jr., Osborne A. Payne, Patricia T. Rouse, Mary S.
Scrivener, Robert N. Smelkinson, and Theodore G. Venetoulis.
By: /s/ John M. Bond, Jr. For himself and as Date: August 21, 1996
John M. Bond, Jr. Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
10.1 Columbia Bancorp 1987 Stock Option Plan, as Amended through July 29,
1996 (including Form of Non-Qualified Stock Option Agreements and
Form of Incentive Stock Option Agreements).
10.2 Columbia Bancorp 1990 Director Stock Option Plan, as Amended
through July 29, 1996 (including Form of Non-Qualified Stock Option
Agreement).
<PAGE>
Exhibit 10.1
COLUMBIA BANCORP
1987 STOCK OPTION PLAN, AS AMENDED
(As amended April 17, 1990, December 18, 1995, July 29, 1996)
1. PURPOSES OF THE PLAN:
To advance the interests of the Corporation by assisting in attracting and
retaining qualified employees and providing them with increased motivation to
exert their best efforts on behalf of the Corporation ("Employee Options"). To
recognize the contribution made by John M. Bond, Jr. and Christopher W. Kurz
(the "Founders") in promoting and organizing the development of the Corporation
("Founder Options"). [amended 1990]
2. ADMINISTRATION:
The Plan shall be administered by the Personnel, Compensation and Stock
Option Committee (the "Committee"), consisting of not less than two directors of
the Corporation to be appointed by and to serve at the pleasure of the Board of
Directors. The Committee shall consist solely of "non-employee directors" within
the meaning of Rule 16b-3 promulgated pursuant to the provisions of the
Securities Exchange Act of 1934 (the "Exchange Act"). The Committee shall report
to the Board of Directors the names of those that it recommends be granted
options, and the terms and conditions of each option as recommended. The
Committee shall have full power to construe and interpret the Plan and
promulgate such regulations with respect to the Plan as may be deemed desirable.
[amended 1990, 1996]
3. STOCK SUBJECT TO OPTION:
The Corporation will reserve 175,000 shares (less any shares granted
pursuant to the 1990 Director Stock Option Plan) of authorized but unissued
Common Stock (par value $.01 per share) (the "Common Stock") for issuance and
delivery under the Plan. If any unexercised option terminates for any reason,
the shares covered thereby shall become available for grant again. [amended
1990]
4. ELIGIBILITY:
The individuals who shall be eligible to participate in the Plan shall be
the Founders and such key employees of the Corporation, or of any corporation (a
"Subsidiary") in which the Corporation has a proprietary interest by reason of
stock ownership, including any corporation in which the Corporation acquires a
proprietary interest after the adoption of this Plan, but only if the
Corporation owns or controls, directly or indirectly, stock possessing not less
than 50% of the total combined voting power of all classes of stock in such
corporation, as the Board of Directors shall determine from time to time.
[amended 1990]
5. TERMS AND CONDITIONS OF OPTIONS:
Options under the Plan are intended to be either incentive stock options
qualifying under Section 422A of the Internal Revenue Code of 1986 (the "Code"),
or non-statutory stock options not qualifying under any section of the Code as
the Committee may recommend in its discretion from time to time. All options
granted under the Plan shall be issued upon such terms and conditions as the
Committee may recommend and the Board of Directors may approve from time to
time, subject to the following provisions (which shall apply to both incentive
and non-qualified stock options unless otherwise indicated):
(a) Option Price. The exercise price per share with respect to each
option shall be not less than: (i) for incentive stock options, 100% of the
fair market value of the Common Stock on the date the option is granted and
(ii) for non-qualified stock options, 50% of the fair market value of the
Common Stock on the date the option is granted.
<PAGE>
(b) Number of Options. The aggregate fair market value (determined at
the time of grant) of the stock with respect to which incentive stock
options are exerciseable for the first time by an employee or Founder
during any calendar year (under the Plan or any other stock option plan of
the Corporation, its parent or a Subsidiary providing for incentive stock
options) shall not exceed $100,000. No incentive stock options may be
granted to any person who directly or indirectly owns at the time of such
grant in excess of 10% of the total combined voting power of all classes of
stock of the employer corporation or of its parent or subsidiary
corporation.
(c) Exercise of Options. (i) Except as provided in paragraph (ii)
below, full payment for shares acquired shall be made in cash or by
certified check at or prior to the time that an option, or any part
thereof, is exercised (or, except in the case of incentive stock options
outstanding at July 29, 1996, in the discretion of the Committee at such
later time as the certificates for such shares are delivered). The
participant will have no rights as a stockholder until the certificate for
those shares as to which the option has been exercised is issued by the
Corporation. Except as provided in paragraph (iii) below, no Employee
Option may be exercised during the first year after the date of grant.
Except as provided in paragraph (iii) below, Employee Options for 200
shares or less shall be exercisable in full beginning one year after the
date of grant. Except as provided in paragraph (iii) below, Employee
Options for more than 200 shares shall be exercisable to the extent of 25%
after the expiration of one year after the date of grant, to the extent of
50% after the expiration of two years after the date of grant, to the
extent of 75% after the expiration of three years after the date of grant,
and to the extent of 100% after the expiration of four years after the date
of grant. All such percentages shall be calculated on the basis of the
number of shares covered by the original Employee Option. Any Founder
Option may be exercised at any time after the date of grant unless a longer
period is prescribed by statute or in the regulations promulgated by the
Securities and Exchange Commission. [amended 1990, 1995, 1996]
(ii) In the discretion of the Committee, shares of Common Stock with a
value equal to the sum of (i) the exercise price and (ii) the amount, if
any, of federal and state employment taxes that the Company is required to
withhold as a result of the exercise (or a combination of cash and Common
Stock with a value equal to the foregoing sum) may be surrendered or
withheld as payment of the exercise price for shares acquired or in
satisfaction of the tax-withholding obligations arising from the exercise.
[amended 1996]
(iii) Unexercised Employee Options shall immediately become
exercisable if: (A) Any person (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended, and the
regulations promulgated thereunder) is or becomes the beneficial owner,
directly or indirectly, of 25% or more of the voting equity stock of the
Corporation; or (B) Any person (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended, and the
regulations promulgated thereunder) gains control of the election of a
majority of the Board of Directors of the Corporation; or (C) Any person
(as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended, and the regulations promulgated
thereunder) gains control of the management or policies of either of the
Corporation; or (D) The Board of Directors of the Corporation approves a
transaction pursuant to which the Corporation will consolidate with, or
merge with or into, another entity (including a corporation, bank,
partnership, trust, association, joint venture, pool, syndicate, sole
proprietorship, unincorporated organization or any other form of entity not
specifically listed herein) and the Corporation will not be the surviving
entity, or sell, assign, convey, transfer, lease or otherwise dispose of
all or substantially all of its assets, or another such entity consolidates
with, or merges with or into, the Corporation where the Corporation will be
the survivor but the issued and outstanding shares of the voting equity
stock of the Corporation are to be converted into or exchanged for cash,
securities or other property; or (E) During any consecutive two-year
period, individuals who at the beginning of such period constituted the
Board of Directors of the Corporation (together with any directors who are
members of the Board of Director on the effective date hereof and any new
directors whose election by the directors or whose nomination for election
by the stockholders of the Corporation was approved by a vote of 66-2/3% of
the directors then still in office who were either directors at the
beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of
the Board of Directors of the Corporation then in office. [amended 1995]
<PAGE>
(d) Term of Option. No stock option may be exercised after the
expiration of 10 years after the date such option was granted.
(e) Termination of Employment. Each Employee Option, to the extent it
is not then exercisable, shall terminate when the employment of the
participant with the Corporation and all Subsidiaries terminates. Each
Employee Option, to the extent that it is exercisable but has not been
exercised (the "Unexercised Employee Option"), shall also terminate when
the employment of the participant by the Corporation and all Subsidiaries
terminates, unless the participant's employment terminates because of
retirement under the retirement plan of the Corporation or a Subsidiary,
voluntary resignation with the consent of the Board of Directors, permanent
and total disability or death. If the participant's employment terminates
because of retirement under the retirement plan of the Corporation or a
Subsidiary, the Unexercised Employee Option may be exercised until the
expiration of three months after the employment terminates in the case of
incentive stock options (which period may be extended to up to six months
in the discretion of the Committee) and until the expiration of six months
after the employment terminates in the case of non-qualified stock options.
If the participant's employment terminates because of voluntary resignation
with the consent of the Board of Directors, the Unexercised Employee Option
may be exercised until the expiration of three months after the employment
terminates. If the participant's employment terminates because of total
disability, the Unexercised Employee Option may be exercised until the
expiration of one year (or three months in the case of incentive stock
options outstanding at July 29, 1996) after the employment terminates. If
the participant's employment terminates because of death, the Unexercised
Employee Option may be exercised until the expiration of the original term
of the option (or one year after the date of death in the case of incentive
stock options outstanding at July 29, 1996). Notwithstanding the foregoing,
no Unexercised Employee Option may be exercised beyond the original term of
the option. No Founder Option shall terminate until the expiration of the
original term of the option. [amended 1990, 1996]
(f) Options Nonassignable and Nontransferable. Each incentive stock
option and all rights thereunder, including the right to surrender the
option, shall not be assignable or transferable other than by will or the
laws of descent and distribution, and shall be exercisable during the
optionee's lifetime only by the optionee or his or her guardian or legal
representative. Each non-statutory stock option and all rights thereunder,
including the right to surrender the option, shall not be assignable or
transferable other than by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Code or
Title I of the Employee Retirement Income Security Act ("QDRO"), or the
rules thereunder, and shall be exercisable during the optionee's lifetime
only by the optionee or his or her guardian or legal representative or
transferee under a QDRO. [amended 1996]
6. SURRENDER OF OPTIONS FOR CASH OR STOCK:
Any option granted under the Plan may include a right to surrender to the
Corporation up to 100% of the option to the extent then exercisable and receive
in exchange a cash payment or a payment in stock or a combination of cash and
stock, in each case equal to the excess of the fair market value of the shares
covered by the option or portion thereof surrendered over the aggregate exercise
price for such shares. For the purposes of this paragraph, the fair market value
of a share of Common Stock shall be determined on the basis of the mean of the
bid and asked prices for such stock on the date of grant, as reported by a
recognized quotation service, or, if there are no quotations on the date of
grant, on the date nearest preceding on which quotations are reported. If the
Common Stock is listed on a national securities exchange, fair market value
shall be determined on the basis of the closing price of the Common Stock as of
the date nearest preceding the date of grant. If there is no public market for
the Common Stock, fair market value shall be as determined by the Board of
Directors provided that the Board of Directors shall obtain an independent
appraisal in the case of the surrender of a Founder Option. Such right may be
granted by the Board of Directors upon recommendation of the Committee
concurrently with the option or thereafter by amendment upon such terms and
conditions as the Committee may recommend. Shares subject to option or portions
thereof that have been so surrendered shall not thereafter be available for
grant under the Plan. The Committee may from time to time recommend to the Board
of Directors the maximum amount of cash that may be paid upon surrender of
options in any year, may determine that, if the amount to be received by any
participant is reduced in any year because of such limitation, all or a portion
of the amount not paid may be paid in any subsequent year or years, and may
limit the right of surrender to certain periods during the year.
<PAGE>
7. PAYROLL DEDUCTIONS:
In the discretion of the Committee, there may be made available to employee
optionees an election for the payroll deduction each pay period over the term of
the option of amounts equal to the aggregate exercise price of any or all of
such options (and estimated federal income taxes thereon). Interest will be paid
on payroll deductions at rates prescribed from time to time by the Board of
Directors upon recommendation of the Committee.
8. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION:
If the shares of the Common Stock outstanding are increased, decreased, or
changed into or exchanged for a different number or kind of shares or securities
of the Corporation, without receipt of consideration by the Corporation, through
reorganization, merger, recapitalization, reclassification, stock split-up,
stock dividend, stock consolidation, or otherwise, an appropriate and
proportionate adjustment shall be made in the number or kind of shares as to
which options have been or may be granted. Any such adjustment in an outstanding
option shall be made without change in the aggregate purchase price to be paid
upon the exercise thereof. Adjustments under this paragraph shall be made by the
Board of Directors, whose determination as to what adjustments shall be made,
and the extent thereof, shall be final and conclusive. No fractional shares of
Common Stock shall be issued under the Plan on account of any such adjustment.
In the event of a reorganization, merger, consolidation, sale of
substantially all of the assets, or any other form of corporate reorganization
in which the Corporation is not the surviving entity or a statutory share
exchange in which the Corporation is not the issuer, all options then
outstanding under the Plan will terminate as of the effective date of the
transaction. The surviving entity in its absolute and uncontrolled discretion
may tender an option or options to purchase shares on its terms and conditions,
both as to the number of shares or otherwise, as shall substantially preserve
the rights and benefits of any option then outstanding under the Plan.
9. OPTIONS IN SUBSTITUTION FOR STOCK OPTIONS GRANTED BY OTHER
CORPORATIONS:
Options may be granted under the Plan from time to time in substitution for
stock options held by employees of corporations who become or are about to
become key employees of the Corporation or a Subsidiary as the result of (i) a
merger or consolidation of the employing corporation with the Corporation or a
Subsidiary, (ii) the acquisition by the Corporation or a Subsidiary of the
assets of the employing corporation, or (iii) the acquisition by the Corporation
or a Subsidiary of stock of the employing corporation. The terms and conditions
of the substitute options so granted may vary from the terms and conditions set
forth in paragraph 5 of this Plan to such extent as the Board of Directors at
the time of the grant may deem appropriate to conform, in whole or in part, to
the provisions of the options in substitution for which they are granted.
10. EFFECTIVE DATE OF THE PLAN, AS AMENDED:
The Plan, as amended, shall become effective upon its adoption by the Board
of Directors and subsequent approval by a majority of the total votes eligible
to be cast at a meeting of the stockholders of the Corporation. [amended 1990]
11. TERMINATION DATE:
No options may be granted under the Plan after November 16, 1997. Subject
to paragraph 5(d), options granted before the termination date for the Plan may
extend beyond that date.
12. AMENDMENT:
The Plan may be amended, suspended, terminated or reinstated, in whole or
in part, at any time by the Board of Directors; provided, however, that none of
the following changes may be made without the approval of the stockholders of
the Corporation:
(i) an increase in the number of shares of Common Stock available
under the Plan, other than adjustments pursuant to paragraph 8;
(ii) an increase in the maximum period of time during which an option
may be exercised;
<PAGE>
(iii) an increase in the number of shares for which an employee may be
granted options in any one year; or
(iv) an extension of the term of the Plan. [amended 1990]
13. COMPLIANCE WITH LAWS AND REGULATIONS:
The grant, holding and vesting of all options under the Plan shall be
subject to any and all requirements and restrictions that may, in the opinion of
the Committee, be necessary or advisable for the purposes of complying with any
statute, rule or regulation of any governmental authority, or any agreement,
policy or rule of any stock exchange or other regulatory organization governing
any market on which the Common Stock is traded.
14. EXPENSES:
The Corporation shall bear all expenses and costs in connection with the
administration of the Plan.
<PAGE>
COLUMBIA BANCORP
10480 Little Patuxent Parkway
Columbia Maryland 21044
____________, 19__
Employee Stock Option Agreement (Non-Qualified Stock Options)
-------------------------------------------------------------
Dear ____________:
The Board of Directors of Columbia Bancorp (the "Company") takes pleasure
in extending to you an option (the "Option") to purchase shares of Common Stock
of the Company (the "Common Stock") pursuant to its 1987 Stock Option Plan, as
Amended (the "Plan"). The Option shall be subject to the following terms and
conditions:
(1) Number of Shares. The Option covers ________ shares of Common
Stock.
(2) Option Price. The exercise price for the Common Stock covered by
the Option shall be $____ per share.
(3) Exercise of Option. Full payment for shares acquired pursuant to
the Option shall be made in cash or certified check at or prior to the time
that the Option, or any part thereof, is exercised (or in the discretion of
the Committee at such later time as the certificates for such shares are
delivered). In the discretion of the Committee, shares of Common Stock with
a value equal to the sum of (a) the exercise price and (b) the amount, if
any, of federal and state employment taxes that the Company is required to
withhold as a result of the exercise (or a combination of cash and Common
Stock with a value equal to the foregoing sum) may be surrendered or
withheld as payment of the exercise price for shares acquired or in
satisfaction of the tax-withholding obligations arising from the exercise.
[For Employee Options of 200 Shares or Less: Except as provided in Section
5(c)(iii) of the Plan, this Option may not be exercised during the first
year after the date of grant. Thereafter, this Option shall be exercisable
in full.] [For Employee Options of More than 200 Shares: Except as provided
in Section 5(c)(iii) of the Plan, this Option may not be exercised during
the first year after the date of grant. Except as provided in Section
5(c)(iii) of the Plan, this Option may shall be exercisable to the extent
of 25% after the expiration of one year after the date of grant, to the
extent of 50% after the expiration of two years after the date of grant, to
the extent of 75% after the expiration of three years after the date of
grant, and to the extent of 100% after the expiration of four years after
the date of grant.]
(4) Term of Option. This Option expires on _________, 19__.
(5) Termination of Employment. Termination of employment shall
terminate this Option as provided in Section 5(e) of the Plan.
(6) Option Nonassignable and Non-Transferable. The Option and all
rights granted hereunder, including the right to surrender the Option, is
not assignable or transferable other than by will or the laws of descent
and distribution or pursuant to a qualified domestic relations order as
defined by the Code or Title I of the Employee Retirement Income Security
Act, or the rules thereunder, and, during your lifetime, is exercisable
only by you or your guardian or legal representative.
(7) Restricted Stock. You will receive shares of Common Stock
restricted in terms of transferability, as will be indicated in a legend
printed on the stock certificate in the event that there is not an
effective registration statement with respect to such shares at the time of
their issue.
<PAGE>
(8) Incidental Registration. If the Company shall at any time or times
proposed for itself or any other person the registration under the
Securities Act of 1933, as amended, of any securities of the Company on any
Form including S-1, S-2, S-3 or S-4 or propose an offering under Regulation
A or similar regulation (or on any other form for the general registration
of securities), the Company shall give written notice of such proposed
registration to you. The Company will include in any such Registration
Statement and any related underwriting agreements if you so request such
Common Stock as you may have acquired pursuant to this Option if you within
5 business days after the giving of such notice shall request such
inclusion. This right to include shares in a Registration Statement of the
Company would not apply if you have the ability to sell all shares you then
own pursuant to Rule 144 of the Securities and Exchange Commission within
any 13 month period or if there is an effective registration statement with
respect to such shares at the time of their issue.
(9) General. The Option is granted under and subject to the provisions
applicable to non-qualified stock options under the Plan, a copy of which
is attached to the Option.
The copy of the Option enclosed should be signed by you, dated, and
returned to the Company prior to __________, 19__ to acknowledge your receipt of
the Option and your approval of each of the terms and conditions thereof. If the
Option has not been accepted and approved by you in writing by such date, it
shall terminate.
Very truly yours,
COLUMBIA BANCORP
By: ___________________________________
_________________________
_________________________
Accepted and Approved
_____________________________
_____________________
Dated: _______________, 19__
<PAGE>
COLUMBIA BANCORP
10480 Little Patuxent Parkway
Columbia Maryland 21044
____________, 19__
Founder Stock Option Agreement (Non-Qualified Stock Options)
------------------------------------------------------------
Dear ____________:
The Board of Directors of Columbia Bancorp (the "Company") takes pleasure
in extending to you an option (the "Option") to purchase shares of Common Stock
of the Company (the "Common Stock") pursuant to its 1987 Stock Option Plan, as
Amended (the "Plan"). The Option shall be subject to the following terms and
conditions:
(1) Number of Shares. The Option covers ________ shares of Common
Stock.
(2) Option Price. The exercise price for the Common Stock covered by
the Option shall be $____ per share.
(3) Exercise of Option. Full payment for shares acquired pursuant to
the Option shall be made in cash or certified check at or prior to the time
that the Option, or any part thereof, is exercised (or in the discretion of
the Committee at such later time as the certificates for such shares are
delivered). In the discretion of the Committee, shares of Common Stock with
a value equal to the sum of (a) the exercise price and (b) the amount, if
any, of federal and state employment taxes that the Company is required to
withhold as a result of the exercise (or a combination of cash and Common
Stock with a value equal to the foregoing sum) may be surrendered or
withheld as payment of the exercise price for shares acquired or in
satisfaction of the tax-withholding obligations arising from the exercise.
The Option granted hereunder shall be immediately exerciseable.
(4) Term of Option. This Option expires on _________, 19__.
(5) Termination of Employment. Termination of employment shall have no
effect on the exercise of a this Option.
(6) Option Nonassignable and Non-Transferable. The Option and all
rights granted hereunder, including the right to surrender the Option, is
not assignable or transferable other than by will or the laws of descent
and distribution or pursuant to a qualified domestic relations order as
defined by the Code or Title I of the Employee Retirement Income Security
Act, or the rules thereunder, and, during your lifetime, is exercisable
only by you or your guardian or legal representative.
(7) Restricted Stock. You will receive shares of Common Stock
restricted in terms of transferability, as will be indicated in a legend
printed on the stock certificate in the event that there is not an
effective registration statement with respect to such shares at the time of
their issue.
(8) Incidental Registration. If the Company shall at any time or times
proposed for itself or any other person the registration under the
Securities Act of 1933, as amended, of any securities of the Company on any
Form including S-1, S-2, S-3 or S-4 or propose an offering under Regulation
A or similar regulation (or on any other form for the general registration
of securities), the Company shall give written notice of such proposed
registration to you. The Company will include in any such Registration
Statement and any related underwriting agreements if you so request such
Common Stock as you may have acquired pursuant to this Option if you within
5 business days after the giving of such notice shall request such
inclusion. This right to include shares in a Registration Statement of the
Company would not apply if you have the ability to sell all shares you then
own pursuant to Rule 144 of the Securities and Exchange Commission within
any 13 month period or if there is an effective registration statement with
respect to such shares at the time of their issue.
<PAGE>
(9) General. The Option is granted under and subject to the provisions
applicable to non-qualified stock options under the Plan, a copy of which
is attached to the Option.
The copy of the Option enclosed should be signed by you, dated, and
returned to the Company prior to __________, 19__ to acknowledge your receipt of
the Option and your approval of each of the terms and conditions thereof. If the
Option has not been accepted and approved by you in writing by such date, it
shall terminate.
Very truly yours,
COLUMBIA BANCORP
By: ___________________________________
_________________________
_________________________
Accepted and Approved
______________________________
____________________
Dated: _______________, 19__
<PAGE>
COLUMBIA BANCORP
10480 Little Patuxent Parkway
Columbia Maryland 21044
____________, 19__
Employee Stock Option Agreement (Incentive Stock Options)
---------------------------------------------------------
Dear ____________:
The Board of Directors of Columbia Bancorp (the "Company") takes pleasure
in extending to you an option (the "Option") to purchase shares of Common Stock
of the Company (the "Common Stock") pursuant to its 1987 Stock Option Plan, as
Amended (the "Plan"). The Option shall be subject to the following terms and
conditions:
(1) Number of Shares. The Option covers ________ shares of Common
Stock.
(2) Option Price. The exercise price for the Common Stock covered by
the Option shall be $____ per share.
(3) Exercise of Option. Full payment for shares acquired pursuant to
the Option shall be made in cash or certified check at or prior to the time
that the Option, or any part thereof, is exercised (or in the discretion of
the Committee at such later time as the certificates for such shares are
delivered). In the discretion of the Committee, shares of Common Stock with
a value equal to the sum of (a) the exercise price and (b) the amount, if
any, of federal and state employment taxes that the Company is required to
withhold as a result of the exercise (or a combination of cash and Common
Stock with a value equal to the foregoing sum) may be surrendered or
withheld as payment of the exercise price for shares acquired or in
satisfaction of the tax-withholding obligations arising from the exercise.
[For Employee Options of 200 Shares or Less: Except as provided in Section
5(c)(iii) of the Plan, this Option may not be exercised during the first
year after the date of grant. Thereafter, this Option shall be exercisable
in full.] [For Employee Options of More than 200 Shares: Except as provided
in Section 5(c)(iii) of the Plan, this Option may not be exercised during
the first year after the date of grant. Except as provided in Section
5(c)(iii) of the Plan, this Option may shall be exercisable to the extent
of 25% after the expiration of one year after the date of grant, to the
extent of 50% after the expiration of two years after the date of grant, to
the extent of 75% after the expiration of three years after the date of
grant, and to the extent of 100% after the expiration of four years after
the date of grant.]
(4) Term of Option. This Option expires on _________, 19__.
(5) Termination of Employment. Termination of employment shall
terminate this Option as provided in Section 5(e) of the Plan; provided
that exercise after the periods provided under the Internal Revenue Code of
1986 will have the effect of converting this Option into a non-qualified
option.
(6) Option Nonassignable and Non-Transferable. The Option and all
rights granted hereunder, including the right to surrender the Option, is
not assignable or transferable other than by will or the laws of descent
and distribution and, during your lifetime, is exercisable only by you or
your guardian or legal representative.
(7) Restricted Stock. You will receive shares of Common Stock
restricted in terms of transferability, as will be indicated in a legend
printed on the stock certificate in the event that there is not an
effective registration statement with respect to such shares at the time of
their issue.
<PAGE>
(8) Incidental Registration. If the Company shall at any time or times
proposed for itself or any other person the registration under the
Securities Act of 1933, as amended, of any securities of the Company on any
Form including S-1, S-2, S-3 or S-4 or propose an offering under Regulation
A or similar regulation (or on any other form for the general registration
of securities), the Company shall give written notice of such proposed
registration to you. The Company will include in any such Registration
Statement and any related underwriting agreements if you so request such
Common Stock as you may have acquired pursuant to this Option if you within
5 business days after the giving of such notice shall request such
inclusion. This right to include shares in a Registration Statement of the
Company would not apply if you have the ability to sell all shares you then
own pursuant to Rule 144 of the Securities and Exchange Commission within
any 13 month period or if there is an effective registration statement with
respect to such shares at the time of their issue.
(9) General. The Option is granted under and subject to the provisions
applicable to non-qualified stock options under the Plan, a copy of which
is attached to the Option.
The copy of the Option enclosed should be signed by you, dated, and
returned to the Company prior to __________, 19__ to acknowledge your
receipt of the Option and your approval of each of the terms and conditions
thereof. If the Option has not been accepted and approved by you in writing
by such date, it shall terminate.
Very truly yours,
COLUMBIA BANCORP
By: ___________________________________
____________________
____________________
Accepted and Approved
________________________________
__________________
Dated: _______________, 19__
<PAGE>
COLUMBIA BANCORP
10480 Little Patuxent Parkway
Columbia Maryland 21044
____________, 19__
Founder Stock Option Agreement (Incentive Stock Options)
--------------------------------------------------------
Dear ____________:
The Board of Directors of Columbia Bancorp (the "Company") takes pleasure
in extending to you an option (the "Option") to purchase shares of Common Stock
of the Company (the "Common Stock") pursuant to its 1987 Stock Option Plan, as
Amended (the "Plan"). The Option shall be subject to the following terms and
conditions:
(1) Number of Shares. The Option covers ________ shares of Common
Stock.
(2) Option Price. The exercise price for the Common Stock covered by
the Option shall be $____ per share.
(3) Exercise of Option. Full payment for shares acquired pursuant to
the Option shall be made in cash or certified check at or prior to the time
that the Option, or any part thereof, is exercised (or in the discretion of
the Committee at such later time as the certificates for such shares are
delivered). In the discretion of the Committee, shares of Common Stock with
a value equal to the sum of (a) the exercise price and (b) the amount, if
any, of federal and state employment taxes that the Company is required to
withhold as a result of the exercise (or a combination of cash and Common
Stock with a value equal to the foregoing sum) may be surrendered or
withheld as payment of the exercise price for shares acquired or in
satisfaction of the tax-withholding obligations arising from the exercise.
The Option granted hereunder shall be immediately exerciseable.
(4) Term of Option. This Option expires on _________, 19__.
(5) Termination of Employment. Termination of employment shall have no
effect on the exercise of a this Option; provided that exercise after the
periods provided under the Internal Revenue Code of 1986 will have the
effect of converting this Option into a non-qualified option.
(6) Option Nonassignable and Non-Transferable. The Option and all
rights granted hereunder, including the right to surrender the Option, is
not assignable or transferable other than by will or the laws of descent
and distribution and, during your lifetime, is exercisable only by you or
your guardian or legal representative.
(7) Restricted Stock. You will receive shares of Common Stock
restricted in terms of transferability, as will be indicated in a legend
printed on the stock certificate in the event that there is not an
effective registration statement with respect to such shares at the time of
their issue.
(8) Incidental Registration. If the Company shall at any time or times
proposed for itself or any other person the registration under the
Securities Act of 1933, as amended, of any securities of the Company on any
Form including S-1, S-2, S-3 or S-4 or propose an offering under Regulation
A or similar regulation (or on any other form for the general registration
of securities), the Company shall give written notice of such proposed
registration to you. The Company will include in any such Registration
Statement and any related underwriting agreements if you so request such
Common Stock as you may have acquired pursuant to this Option if you within
5 business days after the giving of such notice shall request such
inclusion. This right to include shares in a Registration Statement of the
Company would not apply if you have the ability to sell all shares you then
own pursuant to Rule 144 of the Securities and Exchange Commission within
any 13 month period or if there is an effective registration statement with
respect to such shares at the time of their issue.
<PAGE>
(9) General. The Option is granted under and subject to the provisions
applicable to non-qualified stock options under the Plan, a copy of which
is attached to the Option.
The copy of the Option enclosed should be signed by you, dated, and
returned to the Company prior to __________, 19__ to acknowledge your receipt of
the Option and your approval of each of the terms and conditions thereof. If the
Option has not been accepted and approved by you in writing by such date, it
shall terminate.
Very truly yours,
COLUMBIA BANCORP
By: ___________________________________
_______________________
_______________________
Accepted and Approved
_______________________________
____________________
Dated: _______________, 19__
<PAGE>
Exhibit 10.2
COLUMBIA BANCORP
1990 DIRECTOR STOCK OPTION PLAN, AS AMENDED
(As amended July 29, 1996)
1. PURPOSES OF THE DIRECTOR PLAN:
To provide compensation for directors of the Corporation and its
subsidiaries ("Director Options").
2. ADMINISTRATION:
The Director Plan shall be administered by the Personnel, Compensation and
Stock Option Committee (the "Committee"), consisting of not less than two
directors of the Corporation to be appointed by and to serve at the pleasure of
the Board of Directors. The Committee shall consist solely of "non-employee
directors" within the meaning of Rule 16b-3 promulgated pursuant to the
provisions of the Securities Exchange Act of 1934. The Committee shall have full
power to construe and interpret the Director Plan and promulgate such
regulations with respect to the Director Plan as may be deemed desirable.
[amended 1996]
3. STOCK SUBJECT TO OPTION:
The Corporation will reserve 175,000 shares (less any shares granted
pursuant to the 1987 Stock Option Plan, As Amended) of authorized but unissued
Common Stock (par value $.01 per share) (the "Common Stock") for issuance and
delivery under the Director Plan. If any unexercised option terminates for any
reason, the shares covered thereby shall become available for grant again.
4. ELIGIBILITY:
The individuals who shall be eligible to participate in the Director Plan
shall be, all non-employee directors of the Corporation, or of any corporation
(a "Subsidiary") in which the Corporation has a proprietary interest by reason
of stock ownership, including any corporation in which the Corporation acquires
a proprietary interest after the adoption of this Director Plan, but only if the
Corporation owns or controls, directly or indirectly, stock possessing not less
than 50% of the total combined voting power of all classes of stock in such
corporation, as the Board of Directors shall determine from time to time.
5. TERMS AND CONDITIONS OF OPTIONS:
Options under the Director Plan are intended to be non-statutory stock
options not qualifying under any section of the Internal Revenue Code of 1986
(the "Code"). All Director Options granted under the Director Plan shall be
subject to the following provisions:
(a) Option Price. The exercise price per share with respect to each
option shall be not less than 100% of the fair market value of the Common
Stock on the date the option is granted.
<PAGE>
(b) Director Options. On December 31 of each year, or in the event
December 31 is a Saturday, Sunday or legal holiday observed by the
Corporation, on the next preceding day that is not a Saturday, Sunday or
legal holiday observed by the Corporation, the Corporation shall grant to
each director of the Corporation or a Subsidiary, who is not also an
employee of the Corporation or a Subsidiary, options to purchase ten shares
of Common Stock for each meeting of the Board of Directors, or any
committee thereof, of the Corporation or a Subsidiary attended by such
director during the year commencing on the preceding January 1.
(c) Exercise of Options. (i) Except as provided in paragraph (ii)
below, full payment for shares acquired shall be made in cash or by
certified check at or prior to the time that an option, or any part
thereof, is exercised (or in the discretion of the Committee at such later
time as the certificates for such shares are delivered). The participant
will have no rights as a stockholder until the certificate for those shares
as to which the option has been exercised is issued by the Corporation. Any
Director Option may be exercised at any time after the date of grant unless
a longer period is prescribed by statute or in the regulations promulgated
by the Securities and Exchange Commission. [amended 1996]
(ii) In the discretion of the Committee, shares of Common Stock
with a value equal to the sum of (i) the exercise price and (ii) the
amount, if any, of federal and state employment taxes that the Company
is required to withhold as a result of the exercise (or a combination
of cash and Common Stock with a value equal to the foregoing sum) may
be surrendered or withheld as payment of the exercise price for shares
acquired or in satisfaction of the tax-withholding obligations arising
from the exercise. [amended 1996]
(d) Term of Option. No Director Option may be exercised after the
expiration of 10 years after the date such option was granted.
(e) Options Nonassignable and Nontransferable. Each option and all
rights thereunder, including the right to surrender the option, shall not
be assignable or transferable other than by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined
by the Code or Title I of the Employee Retirement Income Security Act
("QDRO"), or the rules thereunder, and shall be exercisable during the
optionee's lifetime only by the optionee or his or her guardian or legal
representative or transferee under a QDRO. [amended 1996]
6. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION:
If the shares of the Common Stock outstanding are increased, decreased, or
changed into or exchanged for a different number or kind of shares or securities
of the Corporation, without receipt of consideration by the Corporation, through
reorganization, merger, recapitalization, reclassification, stock split-up,
stock dividend, stock consolidation, or otherwise, an appropriate and
proportionate adjustment shall be made in the number or kind of shares as to
which options have been or may be granted. Any such adjustment in an outstanding
option shall be made without change in the aggregate purchase price to be paid
upon the exercise thereof. Adjustments under this paragraph shall be made by the
Board of Directors, whose determination as to what adjustments shall be made,
and the extent thereof, shall be final and conclusive. No fractional shares of
Common Stock shall be issued under the Director Plan on account of any such
adjustment.
<PAGE>
In the event of a reorganization, merger, consolidation, sale of
substantially all of the assets, or any other form of corporate reorganization
in which the Corporation is not the surviving entity or a statutory share
exchange in which the Corporation is not the issuer, all options then
outstanding under the Director Plan will terminate as of the effective date of
the transaction. The surviving entity in its absolute and uncontrolled
discretion may tender an option or options to purchase shares on its terms and
conditions, both as to the number of shares or otherwise, as shall substantially
preserve the rights and benefits of any option then outstanding under the
Director Plan.
7. EFFECTIVE DATE OF THE DIRECTOR PLAN:
The Director Plan shall become effective upon its adoption by the Board of
Directors and subsequent approval by a majority of the total votes eligible to
be cast at a meeting of the stockholders of the Corporation.
8. TERMINATION DATE:
No options may be granted under the Director Plan after November 16, 1997.
Subject to paragraph 5(d), options granted before the termination date for the
Director Plan may extend beyond that date.
9. AMENDMENT:
The Director Plan may be amended, suspended, terminated or reinstated, in
whole or in part, at any time by the Board of Directors. [amended 1996]
10. COMPLIANCE WITH LAWS AND REGULATIONS:
The grant, holding and vesting of all options under the Director Plan shall
be subject to any and all requirements and restrictions that may, in the opinion
of the Committee, be necessary or advisable for the purposes of complying with
any statute, rule or regulation of any governmental authority, or any agreement,
policy or rule of any stock exchange or other regulatory organization governing
any marketing on which the Common Stock is traded.
11. EXPENSES:
The Corporation shall bear all expenses and costs in connection with the
administration of the Director Plan.
<PAGE>
COLUMBIA BANCORP
10480 Little Patuxent Parkway
Columbia Maryland 21044
____________, 19__
Director Stock Option Agreement (Non-Qualified Stock Options)
-------------------------------------------------------------
Dear ____________:
The Board of Directors of Columbia Bancorp (the "Company") takes pleasure
in extending to you an option (the "Option") to purchase shares of Common Stock
of the Company (the "Common Stock") pursuant to its 1990 Director Stock Option
Plan, as Amended (the "Plan"). The Option shall be subject to the following
terms and conditions:
(1) Number of Shares. The Option covers ________ shares of Common
Stock.
(2) Option Price. The exercise price for the Common Stock covered by
the Option shall be $____ per share, a price which is not less than 100% of
the fair market value of the Common Stock.
(3) Exercise of Option. Full payment for shares acquired pursuant to
the Option shall be made in cash or certified check at or prior to the time
that the Option, or any part thereof, is exercised (or in the discretion of
the Committee at such later time as the certificates for such shares are
delivered). In the discretion of the Committee, shares of Common Stock with
a value equal to the sum of (i) the exercise price and (ii) the amount, if
any, of federal and state employment taxes that the Company is required to
withhold as a result of the exercise (or a combination of cash and Common
Stock with a value equal to the foregoing sum) may be surrendered or
withheld as payment of the exercise price for shares acquired or in
satisfaction of the tax-withholding obligations arising from the exercise.
The Option granted hereunder shall be immediately exerciseable.
(4) Term of Option. This Option expires on _________, 19__.
(5) Termination of Employment. Termination as a director of the
company shall have no effect on the exercise of a this Option.
(6) Option Nonassignable and Non-Transferable. The Option and all
rights granted hereunder, including the right to surrender the Option, is
not assignable or transferable other than by will or the laws of descent
and distribution or pursuant to a qualified domestic relations order as
defined by the Code or Title I of the Employee Retirement Income Security
Act, or the rules thereunder, and shall be exercisable during the
optionee's lifetime only by the optionee or his or her guardian or legal
representative.
(7) Restricted Stock. You will receive shares of Common Stock
restricted in terms of transferability, as will be indicated in a legend
printed on the stock certificate, in the event that there is not an
effective registration statement with respect to such shares at the time of
their issue.
(8) Incidental Registration. If the Company shall at any time or times
proposed for itself or any other person the registration under the
Securities Act of 1933, as amended, of any securities of the Company on any
Form including S-1, S-2, S-3 or S-4 or propose an offering under Regulation
A or similar regulation (or on any other form for the general registration
of securities), the Company shall give written notice of such proposed
registration to you. The Company will include in any such Registration
Statement and any related underwriting agreements if you so request such
Common Stock as you may have acquired pursuant to this Option if you within
5 business days after the giving of such notice shall request such
inclusion. This right to include shares in a Registration Statement of the
Company would not apply if you have the ability to sell all shares you then
own pursuant to Rule 144 of the Securities and Exchange Commission within
any 13 month period or if there is an effective registration statement with
respect to such shares at the time of their issue.
<PAGE>
(9) General. The Option is granted under and subject to the provisions
applicable to non-qualified stock options under the Plan, a copy of which
is attached to the Option.
The copy of the Option enclosed should be signed by you, dated, and
returned to the Company prior to __________, 19__ to acknowledge your receipt of
the Option and your approval of each of the terms and conditions thereof. If the
Option has not been accepted and approved by you in writing by such date, it
shall terminate.
Very truly yours,
COLUMBIA BANCORP
By: ________________________________
____________________
____________________
Accepted and Approved
________________________________
_____________________
Dated: _______________, 19__
