As filed with the Securities and Exchange Commission on July 29, 1997
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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COLUMBIA BANCORP
(Exact name of registrant as specified in its charter)
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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)
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Columbia Bancorp 1997 Stock Option Plan
(Full title of the plan)
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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)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Securities Amount to be Maximum Maximum Amount of
to be Registered Registered Offering Price Aggretate Registration
Per Share(a) Offering Price(a) Fee(a)
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Common Stock,
par value $.01 200,000 shares $ 23.625 $ 4,725,000 $ 1,431.82
per share
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(a) Pursuant to Rules 457(c) and (h)(1), the proposed maximum offering price
per share, proposed maximum aggregate offering price and amount of
registration fee are based upon the average of the high and low prices of
the Common Stock of the registrant on the NASDAQ National Market System on
July 29, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents have been filed by Columbia Bancorp (the
"Company") with the Securities and Exchange Commission and are incorporated
herein by reference: (a) Annual Report on Form 10-K for the year ended December
31, 1996; (b) Quarterly Reports on Form 10-Q for the quarter ended March 31,
1997, and (c) the description of the Company's Common Stock contained in its
Registration Statement on Form 8-A dated June 9, 1994.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. The documents required to be so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. Description of Securities.
Not required.
ITEM 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the issuance of the Common
Stock offered by this Registration Statement are being passed upon for the
Company by Piper & Marbury L.L.P. of Baltimore, Maryland.
ITEM 6. Indemnification of Directors and Officers.
As permitted by the Maryland General Corporation Law ("MGCL"), Article
Eighth, Paragraph (5) of the Company's Charter provides for indemnification of
directors and officers of the Company, as follows:
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The Corporation shall indemnify (a) its directors to the full
extent provided by the general laws of the State of Maryland now or
hereafter in force, including the advance of expenses under the
procedures provided by such laws; (b) its officers to the same extent
it shall indemnify its directors; and (c) its officers who are not
directors to such further extent as shall be authorized by the Board of
Directors and be consistent with law. The foregoing shall not limit the
authority of the Corporation to indemnify other employees and agents
consistent with law.
The Company's By-Laws contain indemnification procedures that implement
those of the Charter. The MGCL permits a corporation to indemnify its directors
and officers, among others, against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by them in connection with any proceeding
to which they may be made a party by reason of their service in those or other
capacities, unless it is established that (a) the act or omission of the
director or officer was material to the matter giving rise to such proceeding
and (i) was committed in bad faith or (ii) was the result of active and
deliberate dishonesty, (b) the director or officer actually received an improper
personal benefit in money, property or services, or (c) in the case of any
criminal proceeding, the director or officer had reasonable cause to believe
that the action or omission was unlawful.
As permitted by the MGCL, Article Eighth, Paragraph (6) of the
Company's Charter provides for limitation of liability of liability of directors
and officers of the Company, as follows:
To the fullest extent permitted by Maryland statutory or
decisional law, as amended or interpreted, no director or officer of
this Corporation shall be personally liable to the Corporation or its
stockholders for money damages. No amendment of the Charter of the
Corporation or repeal of any of its provisions shall limit or eliminate
the benefits provided to directors and officers under this provision
with respect to any act or omission which occurred prior to such
amendment or repeal.
The MGCL permits the charter of a Maryland corporation to include a
provision limiting the liability of its directors and officers to the
corporation and its stockholders for money damages, except to the extent that
(i) the person actually received an improper benefit or profit in money,
property or services or (ii) a judgment or other final adjudication is entered
in a proceeding based on a finding that the person's action, or failure to act,
was the result of active and deliberate dishonesty and was material to the cause
of action adjudicated in the proceeding.
As permitted under Section 2-418(k) of the MGCL, the Company has
purchased and maintains insurance on behalf of its directors and officers
against any liability asserted against such directors and officers in their
capacities as such, whether or not the registrant would have the power to
indemnify such persons under the provisions of Maryland law governing
indemnification.
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ITEM 7. Exemption From Registration Claimed.
Not applicable.
ITEM 8. Exhibits.
Exhibit
Number Description
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5 Opinion of Piper & Marbury L.L.P.(contains Consent of Counsel).
10.1 Columbia Bancorp 1997 Stock Option Plan.
10.2 Form of Non-Qualified Stock Option Agreement under Columbia
Bancorp 1997 Stock Option Plan.
10.3 Form of Incentive Stock Option Agreement under Columbia Bancorp
1997 Stock Option Plan.
23.1 Consent of Counsel (contained in Exhibit 5).
23.2 Consent of Independent Accountants.
24 Power of Attorney.
ITEM 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement.
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<PAGE>
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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<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 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 29th day
of July, 1997.
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
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: July 29, 1997
John M. Bond, Jr. Executive Officer
Principal Financial and Accounting Officer:
/s/ John A. Scaldara, Jr. Chief Financial Officer Date: July 29, 1997
John A. Scaldara, Jr. and Secretary
A Majority of the Board of Directors:
Anand S. Bhasin, John M. Bond, Jr., Garnett Y. Clark, Jr., James Clark, Jr.,
Hugh F.Z. Cole, Jr., Robert J. Gaw, William L. Hermann, Herschel L. Langenthal,
Harry L. Lundy, Jr., Richard E. McCready, James R. Moxley, Jr., Patricia T.
Rouse, Mary S. Scrivener, Maurice M. Simpkins, Robert N. Smelkinson, and
Theodore G. Venetoulis.
By: /s/ John M. Bond, Jr. For himself and as Date: July 29, 1997
John M. Bond, Jr. Attorney-in-Fact
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EXHIBIT INDEX
Exhibit
Number Description
5 Opinion of Piper & Marbury L.L.P.(contains Consent of Counsel).
10.1 Columbia Bancorp 1997 Stock Option Plan.
10.2 Form of Non-Qualified Stock Option Agreement under Columbia
Bancorp 1997 Stock Option Plan.
10.3 Form of Incentive Stock Option Agreement under Columbia Bancorp
1997 Stock Option Plan.
23.1 Consent of Counsel (contained in Exhibit 5).
23.2 Consent of Independent Accountants.
24 Power of Attorney.
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Exhibit 5
PIPER & MARBURY
L.L.P.
CHARLES CENTER SOUTH
36 SOUTH CHARLES STREET Washington
BALTIMORE, MARYLAND 21201-3018 New York
410-539-2530 Philadelphia
FAX: 410-539-0489 WASHINGTON Easton
July 29, 1997
Columbia Bancorp
110 Thomas Johnson Drive
Frederick, Maryland 21705
Registration Statement on Form S-8
----------------------------------
Dear Sirs:
We have acted as counsel for Columbia Bancorp, a Maryland corporation
(the "Company"), in connection with a Registration Statement on Form S-8 which
was filed by the Company under the Securities Act of 1933, as amended, (the
"Registration Statement"), and which registers 200,000 shares of the Common
Stock of the Company (the "Shares") to be issued pursuant to the Columbia
Bancorp 1997 Stock Option Plan (the "Plan").
In this capacity, we have examined the Registration Statement (and all
amendments thereto), the Charter and By-Laws of the Company, the Plan, the
proceedings of the Board of Directors of the Company relating to the issuance of
the Shares to be issued pursuant to the Plan, a Certificate of the Secretary of
the Company dated July 29, 1997, and such other statutes, certificates,
instruments and documents relating to the Company and matters of law as we have
deemed necessary to the issuance of this opinion. In such examination, we have
assumed, without independent investigation, the genuineness of all signatures,
the legal capacity of all individuals who have executed any of the aforesaid
documents, the authenticity of all documents submitted to us as originals, the
conformity with originals of all documents submitted to us as copies (and the
authenticity of the originals of such copies), and that all public records
reviewed are accurate and complete. As to factual matters, we have relied on the
Certificate of the Secretary and have not independently verified the matters
stated therein. We assume (a) that the Company will have at the time of exercise
of each option granted under the Plan at least that number of authorized but
unissued shares of Common Stock of the Company equal to the number of shares
then being exercised under such option, and (b) that, to the extent that the
<PAGE>
Columbia Bancorp
July 29, 1997
Page 2
shares issued under the Plan exceed 150,000 shares, the Company shall have
issued the requisite number of shares to permit the additional shares to be
available under the terms of the Plan.
Based upon the foregoing, we are of the opinion and advise you that the
Shares to be issued by the Company pursuant to the Plan have been duly and
validly authorized and, when issued and delivered as contemplated in the
Registration Statement and in accordance with the Plan, will be validly issued,
fully paid, and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm and to our opinion in
the Registration Statement.
Very truly yours,
/s/ Piper & Marbury L.L.P.
Exhibit 10.1
COLUMBIA BANCORP
1997 STOCK OPTION PLAN
1. PURPOSE OF THE PLAN:
The purpose of the Plan is to advance the interests of Columbia Bancorp
(the "Corporation") by assisting in attracting and retaining selected employees,
directors and consultants ("Key Persons") and providing them with increased
motivation to exert their best efforts on behalf of the Corporation.
2. ADMINISTRATION:
The Plan shall be administered by the Board of Directors or, to the
extent determined by the Board of Directors, a committee consisting of not less
than two non-employee directors of the Corporation (within the meaning of Rule
16b-3 of the Securities Exchange Act of 1934 (the "Exchange Act")) to be
appointed by and to serve at the pleasure of the Board of Directors (the Board
of Directors and/or such Committee, as applicable, referred to herein as the
"Administrator"). The Administrator shall have full power to construe and
interpret the Plan and promulgate such regulations with respect to the Plan as
may be deemed desirable, to determine the terms and conditions of options
granted under the Plan and to amend any option previously granted under the
Plan, provided that no such amendment shall materially adversely affect any
outstanding option without the consent of the grantee.
3. STOCK SUBJECT TO OPTION:
The total number of shares of common stock of the Corporation (par
value $.01 per share) ("Common Stock") reserved and available for issuance under
the Plan shall be 150,000; provided, however, that from and after such time as
the number of outstanding shares of Common Stock as reflected on the
Corporation's quarterly or year-end balance sheet exceeds 2,148,000, the total
number of shares of Common Stock reserved and available for issuance under the
Plan shall automatically be increased so as to equal seven (7) percent of the
number of then outstanding shares of Common Stock, provided, further, that no
more than 150,000 shares of Common Stock shall be cumulatively available for
incentive stock options qualifying under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"). If any option, or portion of an option,
under the Plan expires or terminates unexercised, becomes unexercisable or is
forfeited or otherwise terminated, surrendered or canceled as to any shares of
Common Stock, or if any shares of Common Stock are surrendered to the
Corporation in connection with any option or the exercise thereof (whether or
not such surrendered shares of Common Stock were acquired pursuant to the Plan),
the shares of Common Stock subject to such option and the surrendered shares of
Common Stock shall thereafter be available for further options under the Plan;
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provided, however, that any such shares of Common Stock that are surrendered to
the Corporation in connection with any option or that are otherwise forfeited
after issuance shall not be available for purchase pursuant to any incentive
stock option qualifying under Section 422 of the Code.
4. ELIGIBILITY:
The individuals who shall be eligible to participate in the Plan shall
be the Key Persons 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
determined and selected by the Administrator from time to time.
5. TERMS AND CONDITIONS OF OPTIONS:
Options under the Plan are intended to be either incentive stock
options qualifying under Section 422 of the Code, or non-statutory stock options
not qualifying under any section of the Code as the Administrator may determine
in its discretion from time to time, provided, however, that only Key Persons
who are employees of the Corporation or a Subsidiary shall be eligible to
receive incentive stock options. All options granted under the Plan shall be
issued upon such terms and conditions as the Administrator may determine 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. "Fair Market Value" of a share of Common Stock for any purpose
on a particular date shall mean the last reported sale price per share
of Common Stock, regular way, on such date or, in case no such sale
takes place on such date, the average of the closing bid and asked
prices, regular way, in either case as reported in the principal
consolidated transaction reporting system with respect to securities
listed or admitted to trading on a national securities exchange or
included for quotation on the Nasdaq-National Market, or if the Common
Stock is not so listed or admitted to trading or included for
quotation, the last quoted price, or if the Common Stock is not so
quoted, the average of the high bid and low asked prices, regular way,
in the over-the-counter market, as reported by the National Association
of Securities Dealers, Inc. Automated Quotation System or, if such
system is no longer in use, the principal other automated quotations
system that may then be in use or, if the Common Stock is not quoted by
any such organization, the average of the closing bid and asked prices,
regular way, as furnished by a professional market maker making a
market in the Common Stock as selected in good faith by the
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Administrator or by such other source or sources as shall be selected
in good faith by the Administrator. If, as the case may be, the
relevant date is not a trading day, the determination shall be made as
of the next preceding trading day. As used herein, the term "trading
day" shall mean a day on which public trading of securities occurs and
is reported in the principal consolidated reporting system referred to
above, or if the Common Stock is not listed or admitted to trading on a
national securities exchange or included for quotation on the
Nasdaq-National Market, any business day.
(b) Individual Limit on Number of Options. Subject to
adjustments as provided in Section 8 of the Plan, the maximum number of
shares of Common Stock subject to options that may be granted under
this Plan to any one employee shall be limited to 100,000.
(c) Change in Control. Except as otherwise provided in an
option agreement, unexercised options shall immediately become
exercisable if: (A) Any person (as such term is used in Sections 13(d)
and 14(d) of the Exchange Act 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 any
person (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act and the regulations promulgated thereunder) other than the
Corporation is or becomes the beneficial owner, directly or indirectly,
of 25% or more of the Common Stock of The Columbia Bank; or (B) Any
person (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act and the regulations promulgated thereunder) gains control
of the election of a majority of the Board of Directors of the
Corporation, or any person (as such term is used in Sections 13(d) and
14(d) of the Exchange Act and the regulations promulgated thereunder)
other than the Corporation gains control of the election of a majority
of the Board of Directors of The Columbia Bank; or (C) Any person (as
such term is used in Sections 13(d) and 14(d) of the Exchange Act and
the regulations promulgated thereunder) gains control of the management
or policies of either of the Corporation or The Columbia Bank; or (D)
Either the Corporation or The Columbia Bank consolidates with, or
merges 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) or sells, assigns, conveys, transfers,
leases or otherwise disposes of all or substantially all of its assets,
or another such entity consolidates with, or merges with or into, the
Corporation or The Columbia Bank in any such event pursuant to a
transaction in which the issued and outstanding shares of the voting
equity stock of the Corporation or The Columbia Bank 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 either
the Corporation or The Columbia Bank (together with any directors who
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are members of such Board of Director on the effective date hereof and
any new directors whose election or whose nomination for election 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 either the
Corporation or The Columbia Bank then in office.
(d) Term of Option. No stock option may be exercisable after
the expiration of 10 years after the date such option was granted.
(e) 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 employee's lifetime only by the employee or his
or her guardian or legal representative. Except to the extent provided
by the Administrator, 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 domestic relations order as defined
by the Code or Title I of the Employee Retirement Income Security Act
("DRO"), 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 DRO.
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 (determined as of
the date the option is surrendered) over the aggregate exercise price for such
shares. Such right may be granted by the Administrator concurrently with the
option or thereafter by amendment upon such terms and conditions as the
Administrator may determine.
7. PAYROLL DEDUCTIONS:
In the discretion of the Administrator, 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
Administrator.
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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 (in the aggregate and to
any individual). 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 Key Persons of corporations who become or are about to
become Key Persons 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 Administrator 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:
The Plan shall be effective February 24, 1997, provided it is approved
within one year of such date by a majority of the total votes eligible to be
cast at a meeting of the stockholders of the Corporation.
11. TERMINATION DATE:
No options may be granted under the Plan after February 23, 2007.
Subject to paragraph 5(d), options granted before the termination date for the
Plan may extend beyond that date.
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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 number of shares for which a Key
Person may be granted options under the Plan; or
(iii) an extension of the term of the Plan.
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 Administrator, 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.
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Exhibit 10.2
COLUMBIA BANCORP
10480 Little Patuxent Parkway
Columbia Maryland 21044
____________, 19__
Non-Qualified Stock Option Agreement
------------------------------------
[Name]
[Address]
Dear ____________:
The Administrator of the Columbia Bancorp 1997 Stock Option Plan (the
"Plan") takes pleasure in extending to you an option (the "Option") to purchase
shares of Common Stock of Columbia Bancorp (the "Common Stock") pursuant to the
Plan. The Option shall be subject to the following terms and conditions:
(1) Non-Qualified Stock Option. The Option is intended not to
qualify as an incentive stock option within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended or replaced (the
"Code").
(2) Number of Shares. The Option covers ________ shares
of Common Stock (the "Shares").
(3) Option Price. The exercise price per share of Common Stock
covered by the Option shall be $_________ ("Exercise Price Per Share";
hereinafter "Exercise Price" means the exercise price with respect to
all Shares acquired pursuant to each exercise of the Option).
(4) Exercise of Option. [For Options of 200 Shares or Less:
Except as provided in Section 5(c) of the Plan, this Option may not be
exercised during the first year after the Date of Grant, as defined in
Paragraph (6) hereof. Unless terminated earlier pursuant to other
provisions hereof, this Option shall become exercisable in full after
one year after the Date of Grant.] [For Options of More than 200
Shares: Except as provided in Section 5(c) of the Plan, this Option (A)
may not be exercised during the first year after the Date of Grant, and
(B) unless terminated earlier pursuant to other provisions hereof, the
Option may be exercised to acquire up to: (i) twenty-five percent (25%)
of the Shares after one year after the Date of Grant; (ii) fifty
1
<PAGE>
percent (50%) after two years; (iii) seventy-five percent (75%) after
three years; and (iv) one hundred percent (100%) after four years.
(5) Termination of Employment. Except as provided in Paragraph
(5)(C) hereof, this Option, to the extent it is not then exercisable,
shall terminate when your employment with the Company and all
Subsidiaries terminates. Except as provided in Paragraphs (5)(A),
(5)(B) and 5(C) hereof, the Option, to the extent it is exercisable but
has not been exercised (the "Unexercised Option"), shall also terminate
when your employment with the Company and its Subsidiaries terminates.
(A) Retirement or Voluntary Resignation. If you
terminate employment with the Company and its Subsidiaries due to (i)
Retirement, as defined hereinafter, or (ii) voluntary resignation with
the consent of the Board of Directors of the Company or a Subsidiary,
the Unexercised Option may be exercised until the expiration of one (1)
year after the date your employment terminates. "Retirement" means a
retirement from employment with the Company and its Subsidiaries either
on or after the first day of the month coinciding with or next
following your sixty-fifth (65th) birthday.
(B) Disability or Death. If you terminate employment
with the Company and its Subsidiaries because of (i) death or (ii)
Disability, as defined hereinafter, the Unexercised Option may be
exercised (in the case of death, by your executor, personal
representative, or the person to whom the Unexercised Option shall have
been transferred by will or the laws of descent and distribution, as
the case may be) until the expiration of one (1) year after the date of
your termination of employment. "Disability" means a permanent mental
or physical disability due to accident or illness that renders you
unable to perform every duty of your occupation with the Company and
the Subsidiaries for a period of at least one hundred eighty (180)
days, provided that you establish such disability to the satisfaction
of the Administrator. Evidence of such Disability shall include the
certificate of a competent licensed physician selected by you and
approved by the Administrator which confirms that you have a Disability
as defined herein.
(C) Directors and Consultants. The foregoing
provisions of this Paragraph (5) shall not apply if the Option is
granted to a director or consultant of the Company or a Subsidiary who
is not also an employee of the Company or a Subsidiary on the hereof.
(6) Term of Option. This Option is effective as of the date
the Administrator approved the Option, _______________, 19___ (the
"Date of Grant"). Notwithstanding anything herein to the contrary, this
Option may not be exercised, in whole or in part, after
_______________, 20___.
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(7) Manner of Exercise. You or any person exercising the
Option may do so only by delivering written notice thereof to the
Administrator. Such notice shall be in such form as the Administrator
may require at its sole discretion.
(A) Payment of Exercise Price. Full payment for the
Exercise Price shall be made at or prior to the time that the Option,
or any part thereof, is exercised (or, in the discretion of the
Administrator, at such later time as the certificates for such Shares
are delivered). Such payment shall be made: (i) by cash or certified
check; or (ii) in the discretion of the Administrator, by causing the
Company to withhold shares of Common Stock with a Fair Market Value,
determined as of the date of exercise.
(B) Withholding Taxes. You shall pay to the Company,
or make provision satisfactory to the Administrator for payment of, any
federal and state income and employment taxes required to be withheld
with respect to the Option no later than the date of the event creating
the tax liability. The Company may, to the extent permitted by law,
deduct any such tax obligations from any payment of any kind otherwise
due to you. In the event that payment to the Company of such tax
obligations is made in shares of Common Stock, such shares shall be
valued at Fair Market Value on the applicable date for such purposes.
(8) Right As Stockholder. You will have no rights as a
stockholder solely because of the grant or exercise of the Option
before the Company issues to you the certificates for the Shares as to
which the Option has been exercised.
(9) Option Non-Assignable 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.
(10) Restricted Stock. You will receive Shares 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.
(11) Terms of Plan. The Option is granted under and subject to
the provisions of the Plan, attached hereto. Unless stated otherwise
herein, capitalized terms herein shall have the same meaning as defined
in the Plan.
(12) Notices. Any notice required or permitted to be given to
the Administrator shall be sufficient if in writing and hand delivered,
or sent by registered or certified mail, to:
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Personnel, Compensation and Stock Option Committee
Columbia Bancorp
9171 Baltimore National Pike
Ellicott City, Maryland 21042
Such notice shall be deemed given as of the date of
delivery or, if delivery is made by mail, as of the date shown on the
postmark on the receipt for registration or certification.
(13) Non-Guarantee of Employment. Nothing in the Plan or in
this Non-Qualified Stock Option Agreement shall confer any right on an
individual to continue in the employ of the Company or any Subsidiary
or shall interfere in any way with the right of the Company or a
Subsidiary to terminate such employment at any time.
(14) Binding Effect. The covenants and agreements of this
Non-Qualified Stock Option Agreement contained herein shall be binding
upon, and inure to the benefit of, the heirs, legal representatives,
successors, and assigns of the respective parties hereto.
(15) Entire Agreement. Except as provided in Paragraph (11)
hereof, this Non-Qualified Stock Option Agreement contains the entire
agreement between the Company and you with respect to the subject
matter contained herein. Any oral or written agreements,
representations, warranties, written inducements, or other
communications made prior to the execution of this Non-Qualified Stock
Option Agreement shall be void and ineffective for all purposes.
(16) Governing Law. The validity, construction and effect of
this Non-Qualified Stock Option Agreement, and of any rules,
regulations, determinations or decisions made by the Administrator
relating thereto, and the rights of any and all persons having or
claiming to have any interest hereunder, shall be determined
exclusively in accordance with applicable federal laws and the laws of
the State of Maryland, without regard to its conflict of laws
principles.
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
4
<PAGE>
hereof. If the Option has not been accepted and approved by you in writing
by such date, it shallterminate.
Very truly yours,
ADMINISTRATOR, COLUMBIA BANCORP
1997 STOCK OPTION PLAN
By: _____________________________________
Print Name: _____________________________
Title: __________________________________
Accepted and Approved:
______________________________________
Print Name: __________________________
Dated: _________________________, 19__
5
Exhibit 10.3
COLUMBIA BANCORP
10480 Little Patuxent Parkway
Columbia Maryland 21044
____________, 19__
Incentive Stock Option Agreement
--------------------------------
[Name]
[Address]
Dear ____________:
The Administrator of the Columbia Bancorp 1997 Stock Option Plan (the
"Plan") takes pleasure in extending to you an option (the "Option") to purchase
shares of Common Stock of Columbia Bancorp (the "Common Stock") pursuant to the
Plan. The Option shall be subject to the following terms and conditions:
(1) Incentive Stock Option. The Option is intended to qualify
as an incentive stock option within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended or replaced (the "Code"), to
the fullest extent permitted within the limit set forth under Section
422(d) of the Code. The tax treatment under Code Section 421 for
incentive stock options may not be applicable to a transfer of the
Shares (as defined in Paragraph (2) hereof) to you if the Option or the
Shares do not satisfy the requirements of: (i) Code Section 421(b)
(denying Section 421 tax treatment upon a disposition of the Shares
within two (2) years from the Date of Grant or one (1) year after the
transfer of Share to you); (ii) Section 422(a)(2) (denying such tax
treatment if you have not been an employee continuously from the Date
of Grant up to at least three (3) months before the date of exercise,
except in the case of disability or death); or (iii) Section 422(b)
(other requirements for incentive stock options).
(2) Number of Shares. The Option covers ________ shares
of Common Stock (the "Shares").
(3) Option Price. The exercise price per share of Common Stock
covered by the Option shall be $_________ ("Exercise Price Per Share";
hereinafter "Exercise Price" means the exercise price with respect to
all Shares acquired pursuant to each exercise of the Option).
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(4) Exercise of Option. [For Options of 200 Shares or Less:
Except as provided in Section 5(c) of the Plan, this Option may not be
exercised during the first year after the Date of Grant, as defined in
Paragraph (6) hereof. Unless terminated earlier pursuant to other
provisions hereof, this Option shall become exercisable in full after
one year after the Date of Grant.] [For Options of More than 200
Shares: Except as provided in Section 5(c) of the Plan, this Option (A)
may not be exercised during the first year after the Date of Grant, and
(B) unless terminated earlier pursuant to other provisions hereof, the
Option may be exercised to acquire up to: (i) twenty-five percent (25%)
of the Shares after one year after the Date of Grant; (ii) fifty
percent (50%) after two years; (iii) seventy-five percent (75%) after
three years; and (iv) one hundred percent (100%) after four years.
(5) Termination of Employment. This Option, to the extent it
is not then exercisable, shall terminate when your employment with the
Company and all Subsidiaries terminates. Except as provided in
Paragraphs (5)(A) and (5)(B) hereof, the Option, to the extent it is
exercisable but has not been exercised (the "Unexercised Option"),
shall also terminate when your employment with the Company and its
Subsidiaries terminates.
(A) Retirement or Voluntary Resignation. If you
terminate employment with the Company and its Subsidiaries due to (i)
Retirement, as defined hereinafter, or (ii) voluntary resignation with
the consent of the Board of Directors of the Company or a Subsidiary,
the Unexercised Option may be exercised until the expiration of three
(3) months after the date your employment terminates. "Retirement"
means a retirement from employment with the Company and its
Subsidiaries either on or after the first day of the month coinciding
with or next following your sixty-fifth (65th) birthday.
(B) Death or Disability. If you terminate employment
with the Company and its Subsidiaries due to (i) death or (ii)
Disability, as defined hereinafter, the Unexercised Option may be
exercised (in the case of death, by your executor, personal
representative, or the person to whom the Unexercised Option shall have
been transferred by will or the laws of descent and distribution, as
the case may be) until the expiration of one (1) year after the date of
your termination of employment. "Disability" means a permanent mental
or physical disability due to accident or illness that renders you
unable to perform every duty of your occupation with the Company and
the Subsidiaries for a period of at least one hundred eighty (180)
days, provided that you establish such disability to the satisfaction
of the Administrator. Evidence of such Disability shall include the
certificate of a competent licensed physician selected by you and
approved by the Administrator which confirms that you have a Disability
as defined herein.
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<PAGE>
(6) Term of Option. This Option is effective as of the date
the Administrator approved the Option, _______________, 19___ (the
"Date of Grant"). Notwithstanding anything herein to the contrary, this
Option may not be exercised, in whole or in part, after ten (10) years
from the Date of Grant (i.e., after ________________, 20___).
(7) Manner of Exercise. You or any person exercising the
Option may do so only by delivering written notice thereof to the
Administrator. Such notice shall be in such form as the Administrator
may require at its sole discretion.
(A) Payment of Exercise Price. Full payment for the
Exercise Price shall be made at or prior to the time that the Option,
or any part thereof, is exercised (or, in the discretion of the
Administrator, at such later time as the certificates for such Shares
are delivered). Such payment shall be made: (A) by cash or certified
check; or (B) in the discretion of the Administrator, by causing the
Company to withhold shares of Common Stock with a Fair Market Value,
determined as of the date of exercise.
(B) Withholding Taxes. In the event any federal,
state or local income and employment taxes required to be withheld with
respect to the Option (e.g., upon a loss of tax treatment under Code
Section 421), you shall pay to the Company, or make provision
satisfactory to the Administrator for payment of such taxes no later
than the date of the event creating the tax liability. The Company may,
to the extent permitted by law, deduct any such tax obligations from
any payment of any kind otherwise due to you. In the event that payment
to the Company of such tax obligations is made in shares of Common
Stock, such shares shall be valued at Fair Market Value on the
applicable date for such purposes.
(8) Right As Stockholder. You will have no rights as a
stockholder solely because of the grant or exercise of the Option
before the certificates for the Shares as to which the Option has been
exercised is issued to you by the Company.
(9) Option Non-Assignable 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.
(10) Restricted Stock. You will receive Shares 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.
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<PAGE>
(11) Terms of Plan. The Option is granted under and subject to
the provisions applicable to incentive stock options under the Plan, a
copy of which is attached to the Option. Unless stated otherwise
herein, capitalized terms herein shall have the same meaning as defined
in the Plan.
(12) Notices. Any notice required or permitted to be given to
the Administrator shall be sufficient if in writing and hand delivered,
or sent by registered or certified mail, to:
Personnel, Compensation and Stock Option Committee
Columbia Bancorp
9171 Baltimore National Pike
Ellicott City, Maryland 21042
Such notice shall be deemed given as of the date of delivery
or, if delivery is made by mail, as of the date shown on the postmark
on the receipt for registration or certification.
(13) Non-Guarantee of Employment. Nothing in the Plan or in
this Incentive Stock Option Agreement shall confer any right on an
individual to continue in the employ of the Company or any Subsidiary
or shall interfere in any way with the right of the Company or a
Subsidiary to terminate such employment at any time.
(14) Binding Effect. The covenants and agreements of this
Incentive Stock Option Agreement contained herein shall be binding
upon, and inure to the benefit of, the heirs, legal representatives,
successors, and assigns of the respective parties hereto.
(15) Entire Agreement. Except as provided in Paragraph (11)
hereof, this Incentive Stock Option Agreement contains the entire
agreement between the Company and you with respect to the subject
matter contained herein. Any oral or written agreements,
representations, warranties, written inducements, or other
communications made prior to the execution of this Incentive Stock
Option Agreement shall be void and ineffective for all purposes.
(16) Governing Law. The validity, construction and effect of
this Incentive Stock Option Agreement, and of any rules, regulations,
determinations or decisions made by the Administrator relating thereto,
and the rights of any and all persons having or claiming to have any
interest hereunder, shall be determined exclusively in accordance with
applicable federal laws and the laws of the State of Maryland, without
regard to its conflict of laws principles.
The copy of the Option enclosed should be signed by you, dated, and
returned to the Company prior to _______________, 19__ to acknowledge your
4
<PAGE>
receipt of the Option and your approval of each of the terms and conditions
hereof. If the Option has not been accepted and approved by you in writing by
such date, it shall terminate.
Very truly yours,
ADMINISTRATOR, COLUMBIA BANCORP
1997 STOCK OPTION PLAN
By: _____________________________________
Print Name: _____________________________
Title: __________________________________
Accepted and Approved:
______________________________________
Print Name: __________________________
Dated: _________________________, 19__
5
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Columbia Bancorp:
We consent to the use of our report incorporation herein by reference.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Baltimore, Maryland
July 29, 1997
Exhibit 24
COLUMBIA BANCORP
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and
officers of Columbia Bancorp, a Maryland corporation, constitute and appoint
John M. Bond, Jr. and John A. Scaldara, Jr., or either of them, the true and
lawful agents and attorneys-in-fact of the undersigned with full power and
authority in said agents and attorneys-in-fact, and in any one or both of them,
to sign for the undersigned in their respective names as directors and officers
of Columbia Bancorp, a Registration Statement on Form S-8 (or other appropriate
form) to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and any amendment or supplement to such
registration statement relating to the sale of Common Stock under the Columbia
Bancorp 1997 Stock Option Plan. We hereby confirm all acts taken by such agents
and attorneys-in-fact, or any one or more of them, as herein authorized.
Dated: July 28, 1997
Name Title
- ---- -----
/s/ John M. Bond, Jr. President, Chief Executive Officer and
John M. Bond, Jr. Director (Principal Executive Officer)
/s/ John A. Scaldara, Jr. Chief Financial Officer and Secretary
John A. Scaldara, Jr. (Principal Financial and Accounting
Officer)
/s/ James R. Moxley, Jr. Chairman of the Board and Director
James R. Moxley, Jr.
/s/ Herschel L. Langenthal Vice Chairman of the Board and Director
Herschel L. Langenthal
/s/ Anand S. Ahasin Director
Anand S. Bhasin
/s/ Garnett Y. Clark, Jr. Director
Garnett Y. Clark, Jr.
/s/ James Clark, Jr. Director
James Clark, Jr.
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/s/ Hugh F.Z. Cole, Jr. Director
Hugh F.Z. Cole, Jr.
____________________ Director
G. William Floyd
/s/ Robert J. Gaw Director
Robert J. Gaw
____________________ Director
Mary T. Gould
/s/ William L. Hermann Director
William L. Hermann
/s/ Harry L. Lundy, Jr. Director
Harry L. Lundy, Jr.
/s/ Richard E. McCready Director
Richard E. McCready
/s/ Patricia T. Rouse Director
Patricia T. Rouse
/s/ Mary S. Scrivener Director
Mary S. Scrivener
/s/ Maurice M. Simpkins Director
Maurice M. Simpkins
/s/ Robert N. Smelkinson Director
Robert N. Smelkinson
/s/ Theodore G. Venetoulis Director
Theodore G. Venetoulis
2
