<PAGE>
<PAGE>
Registration No. 333-46943
As filed with the Securities and Exchange Commission on
December 28, 1999
================================================================
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
_______________________________________
GLEN BURNIE BANCORP
- -------------------------------------------------------
(Exact name of Registrant as Specified in Its Charter)
MARYLAND 52-1782444
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 CRAIN HIGHWAY S.E.
GLEN BURNIE, MARYLAND 21061-3578
----------------------------------------
(Address of Principal Executive Offices)
THE BANK OF GLEN BURNIE
EMPLOYEE STOCK PURCHASE PLAN
----------------------------------------
(Full Title of the Plan)
F. WILLIAM KUETHE, JR., PRESIDENT
GLEN BURNIE BANCORP
101 CRAIN HIGHWAY, S.E.
GLEN BURNIE, MARYLAND 21061
----------------------------------------
(Name and Address of Agent For Service)
(410) 766-3300
- -------------------------------------------------------------
(Telephone number, including area code, of agent for service)
COPIES TO:
JAMES C. STEWART, ESQUIRE
DANIEL L. HOGANS, ESQUIRE
HOUSLEY KANTARIAN & BRONSTEIN, P.C.
1220 19TH STREET N.W., SUITE 700
WASHINGTON, D.C. 20036
(202) 822-9611
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================
Title of Proposed Maximum Proposed Maximum Amount of
Securities Amount to be Offering Price Aggregate Offering Registration
to be registered registered Per Share Price Fee
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$1.00 par value 25,000 $21.0375 $525,937 $156.00 *
- ------------------------------------------------------------------------------------------------------
<FN>
* Previously paid
</FN>
</TABLE>
Note: This Post-Effective Amendment No. 1 is being filed
solely to reflect the reduction in the par value of the
Registrant's common stock from $10.00 per share to $1.00
per share effective December 27, 1999.
================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION
10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
- ------
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
- ------ INFORMATION*
*Documents containing the information required by Part I
of this Registration Statement will be sent or given to
participants in The Bank of Glen Burnie Employee Stock Purchase
Plan (the "Plan") in accordance with Rule 428(b)(1). In
accordance with Note to Part I of Form S-8, such documents are
not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
- ------
Glen Burnie Bancorp (the "Company") is subject to the
informational requirements of the Securities Exchange Act of
1934 (the "1934 Act") and, accordingly, files periodic reports
and other information with the Commission. Reports and other
information concerning the Company filed with the Commission may
be inspected and copies may be obtained (at prescribed rates) at
the Commission's Public Reference Section, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549. The Commission also
maintains a Web site that contains reports, proxy and
information statements and other information regarding
registrants that file electronically with the Commission,
including the Company. The address for the Commission's Web
site is "http://www.sec.gov".
The following documents are incorporated by reference in
this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998.
(b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30 and September 30,
1999.
(c) The Company's Current Reports on Form 8-K, filed
December 8, 10 and 27, 1999.
(d) The description of the Company's Common Stock
contained in the Company's Form 8-A/A filed December
27, 1999.
ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS
13(A), 13(C), 14, AND 15(D) OF THE 1934 ACT AFTER THE DATE
HEREOF AND PRIOR TO THE TERMINATION OF THE OFFERING OF THE
SHARES OF COMMON STOCK, PAR VALUE $1.00 PER SHARE ("COMMON
STOCK") SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THIS
REGISTRATION STATEMENT, AND TO BE A PART HEREOF FROM THE DATE OF
FILING OF SUCH DOCUMENTS.
ITEM 4. DESCRIPTION OF SECURITIES
- ------
Not applicable.
<PAGE>
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
- ------
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
- ------
The Company's Articles of Incorporation provide that all
current and former directors and officers are entitled to
receive indemnification in connection with any proceeding to the
fullest extent permitted by Section 2-418 of the Corporations
and Associations Article of the Annotated Code of Maryland.
Such section provides that a corporation may indemnify any
director or officer made a party to any civil, criminal,
administrative or investigative proceeding by reason of serving
in such capacity unless it is established that (a) the act or
omission of such person was material to the matter giving rise
to the proceeding and either was committed in bad faith or was
the result of active and deliberate dishonesty, (b) the person
actually received an improper personal benefit, or (c) in the
case of a criminal proceeding, the person had reasonable cause
to believe the act or omission was unlawful. The
indemnification may be against judgments, penalties, fines,
settlements, and reasonable expenses (including attorneys' fees)
actually incurred in connection with the proceeding. However,
if the proceeding was by or in the right of the corporation,
indemnification may not be made if the person is adjudged to be
liable to the corporation. The corporation must indemnify
directors and officers for expenses incurred in contesting any
such proceeding if such persons are successful on the merits,
unless the corporation's articles of incorporation limit such
indemnification (the Company's Articles do not). Determination
that the indemnification is proper and the amount to be paid in
indemnification is to be made by a majority vote of a quorum of
disinterested directors (or a committee of disinterested
directors), by special legal counsel chosen by disinterested
directors (or a committee of disinterested directors) or by a
majority vote of disinterested stockholders. A corporation may
purchase and maintain insurance on behalf of any director or
officer against any liability asserted against and incurred by
such person in any such capacity or arising out of such person's
position whether or not the corporation would have the power to
indemnify against such liability under Maryland law. A
corporation must report any indemnification or advance of
expenses to a director or officer arising out of a proceeding by
or in the right of the corporation to the stockholders of the
corporation.
The Company maintains director and officer liability
insurance. The scope of such insurance is essentially the same
as the indemnification provisions outlined above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
- ------
Not Applicable.
ITEM 8. EXHIBITS
- ------
For a list of all exhibits filed or included as part of
this Registration Statement, see "Index to Exhibits" at the end
of this Registration Statement.
ITEM 9. UNDERTAKINGS
- ------
1. The undersigned registrant hereby undertakes:
(a) 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 the 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
<PAGE>
<PAGE>
(if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high end of the estimated
maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to
Rule 242(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective 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;
provided, however, that paragraphs (a)(i) and (a)(ii) do not
apply if the registration statement is on Form S-3, Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(b) That, for the purpose of determining any
liability under the Securities Act of 1934, to treat each post-
effective amendment as a new registration statement relating to
the securities offered, and the offering of the securities at
that time to be the initial bona fide offering.
(c) 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.
(d) If the registrant is a foreign private issuer,
to file a post-effective amendment to the registration statement
to include any financial statements required by Rule 3-19 of
Regulation S-X at the start of any delayed offering or
throughout a continuous offering.
2. 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 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.
3. The undersigned registrant hereby undertakes to
deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation
S-X are not set forth in the prospectus, to deliver, or cause to
be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such
interim financial information.
4. 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.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, 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 City of Glen
Burnie, State of Maryland, on December 27, 1999.
GLEN BURNIE BANCORP
By:/s/ F. William Kuethe, Jr.
---------------------------
F. William Kuethe, Jr.
President and Chief Executive Officer
(Duly Authorized Representative)
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ F. William Kuethe, Jr. President and Director December 27, 1999
- ----------------------------- (Principal Executive Officer)
F. William Kuethe, Jr.
/s/ John E. Porter * Chief Financial Officer December 27, 1999
- ----------------------------- (Principal Financial and
John E. Porter Accounting Officer)
/s/ John E. Demyan * Chairman of the Board, December 27, 1999
- ----------------------------- Director
John E. Demyan
/s/ Theodore L. Bertier, Jr.* Director December 27, 1999
- -----------------------------
Theodore L. Bertier, Jr.
/s/ Shirley E. Boyer * Director December 27, 1999
- -----------------------------
Shirley E. Boyer
/s/ Thomas Clocker * Director December 27, 1999
- -----------------------------
Thomas Clocker
/s/ Alan E. Hahn * Director December 27, 1999
- -----------------------------
Alan E. Hahn
/s/ Charles L. Hein * Director December 27, 1999
- -----------------------------
Charles L. Hein
/s/ F. W. Kuethe, III * Director December 27, 1999
- -----------------------------
F. W. Kuethe, III
/s/ Eugene P. Nepa * Director December 27, 1999
- -----------------------------
Eugene P. Nepa
<PAGE>
<PAGE>
/s/ William N. Scherer, Sr. * Director December 27, 1999
- -----------------------------
William N. Scherer, Sr.
/s/ Karen Thorwarth * Director December 27, 1999
- -----------------------------
Karen Thorwarth
/s/ Mary L. Wilcox * Director December 27, 1999
- -----------------------------
Mary L. Wilcox
* By: /s/ F. William Kuethe, Jr.
--------------------------
F. William Kuethe, Jr.
Attorney-in-Fact
</TABLE>
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
------- -----------
5 Opinion of Housley Kantarian & Bronstein, P.C.
as to the legality of the Common Stock being
registered
23.1 Consent of Trice & Geary LLC
23.2 Consent of Housley Kantarian & Bronstein, P.C.
(appears in their opinion filed as Exhibit 5)
* 24 Power of Attorney (reference is made to the
Signature Page to the Registration Statement
as originally filed)
99.1 The Bank of Glen Burnie Employee Stock
Purchase Plan
99.2 Form of Acceptance of Option
___________
* Previously filed.
[Letterhead of Housley Kantarian & Bronstein, P.C.]
December 27, 1999
Board of Directors
Glen Burnie Bancorp
101 Crain Highway S.E.
Glen Burnie, Maryland 21061-3578
Re: Post-Effective Amendment No. 1 to Registration
Statement on Form S-8
----------------------------------------------------
The Bank of Glen Burnie Employee Stock Purchase Plan
Dear Board Members:
We have acted as special counsel to Glen Burnie Bancorp, a
Maryland Corporation (the "Company"), in connection with the
preparation of the Registration Statement on Form S-8 (the "Form
S-8") being filed with the Securities and Exchange Commission
(the "Registration Statement") under the Securities Act of 1933,
as amended, relating to the shares of common stock, par value
$1.00 per share (the "Common Stock") of the Company which may be
issued pursuant to The Bank of Glen Burnie Employee Stock
Purchase Plan (the "Plan"), all as more fully described in the
Registration Statement. You have requested the opinion of this
firm with respect to certain legal aspects of the proposed
offering.
We have examined such documents, records and matters of law
as we have deemed necessary for purposes of this opinion and
based thereon, we are of the opinion that the Common Stock when
issued pursuant to and in accordance with the terms of the Plan
will be legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement on Form S-8 and to
references to our firm included under the caption "Legal
Opinion" in the Prospectus which is part of the Registration
Statement.
Very truly yours,
HOUSLEY KANTARIAN & BRONSTEIN, P.C.
By: /s/ James C. Stewart
-----------------------------
James C. Stewart, Esquire
[LETTERHEAD OF TRICE & GEARY LLC]
December 27, 1999
Board of Directors
Glen Burnie Bancorp
101 Crain Highway S.E.
Glen Burnie, Maryland 21061-3578
Re: Registration Statement on Form S-8
The Bank of Glen Burnie Employee Stock Purchase Plan
We hereby consent to the incorporation by reference in this
Post-Effective Amendment No. 1 to the Registration Statement on
Form S-8 of our report dated January 22, 1999, on our audits of
the consolidated financial statements and financial statement
schedules of Glen Burnie Bancorp and subsidiaries as of December
31, 1998 and 1997 and the related consolidated statements of
income, changes in stockholders' equity, and cash flows, for the
years then ended, which reports were included in the Glen Burnie
Bancorp Annual Report on Form 10-K for the fiscal year ended
December 31, 1998. We also consent to the reference to our firm
in the Prospectus under the caption "Experts."
/s/ Trice & Geary LLC
- --------------------------
Trice & Geary LLC
<PAGE>
THE BANK OF GLEN BURNIE
EMPLOYEE STOCK PURCHASE PLAN
<PAGE>
<PAGE>
THE BANK OF GLEN BURNIE
EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSES
--------
The purpose of this Plan is to encourage eligible
employees of The Bank of Glen Burnie and its subsidiaries
to acquire ownership of Common Stock. This Plan is
intended to constitute an "Employee Stock Purchase Plan"
within the meaning of Section 423 of the Internal Revenue
Code.
2. DEFINITIONS
-----------
The following words or terms used herein have the
following meaning:
(a) The "Plan" shall mean this Employee Stock Purchase
Plan.
(b) "Board" shall mean the Board of Directors of The
Bank of Glen Burnie.
(c) "Shares" "Stock" or "Common Stock" shall mean shares
of $1.00 par value common stock of The Bank of Glen
Burnie.
(d) The "Committee" shall mean the committee appointed
by the Board to administer the Plan.
(e) "Employee" shall mean any employee of The Bank of
Glen Burnie whose customary employment is for more
than 20 hours per week.
(f) "Option" shall mean the right of an Employee to
purchase Common Stock under the Plan.
(g) "Date of Grant" shall mean, in respect of any
Option, the date on which the Board grants the
Option under the Plan.
(h) "Date of Exercise" shall mean the date upon which
the Employee completes the payment requirement of
the Option and is entitled to delivery of the Shares
so purchased, which date shall in no event be later
than 27 months after the Date of Grant.
(i) "Option Period" shall mean the period commencing
upon the Date of Grant and ending on the Date of
Exercise.
(j) "Fair Market Value" shall mean a figure equivalent
to the amount equal to the latest trade by Legg
Mason Wood Walker, but in no event less than 100% of
year-end book value unless as provided in Section 8.
(k) "Annual Pay" shall mean the Employee's annual
compensation for the year immediately preceding the
Date of Grant as determined from payroll records.
3. ELIGIBILITY
-----------
Eligible Employee shall mean any Employee as that term is
defined in Section 2(e) above who has completed one year
or more of employment with The Bank of Glen Burnie on the
initial Date of Grant of any Options under the Plan. Each
employee who completes one year of employment after the
initial Date of Grant shall become an Eligible Employee
with respect to any subsequent Grant of options on the
date on which he completes such one year of employment.
2
<PAGE>
<PAGE>
THE BANK OF GLEN BURNIE
EMPLOYEE STOCK PURCHASE PLAN
(Continued)
4. STOCK
-----
The Stock subject to the Options shall be shares of The
Bank of Glen Burnie authorized but unissued ($1.00 par
value per share). The aggregate number of Shares which
may be issued under Options shall not exceed 10,000 shares
of such Common Stock; (except for adjustments under
Section 5). Shares optioned and not accepted, or if
accepted, not purchased, shall continue to be available
for inclusion in any subsequent Options that may be
granted under the Plan.
5. GRANT OF OPTIONS
----------------
The Board shall grant to Eligible Employees Options to
purchase such numbers of Shares and at such time or times
as it shall determine, subject to the limitations of
Section 3 and 4 and subject to the following additional
limitations.
(a) All Eligible Employees shall enjoy equal rights and
privileges under the plan, and the number of shares
granted under Option shall bear a uniform
relationship to compensation.
(b) No Eligible-Employee shall be granted an Option if,
immediately after such Option were granted, such
Eligible Employee would own Stock possessing 5% or
more of the total combined voting power or value of
all classes of stock of The Bank of Glen Burnie. In
determining whether the Stock ownership of an
Eligible Employee exceeds this 5% limit, the rules
of Section 425(d) of the Internal Revenue Code
(relating to attribution of stock ownership) shall
apply, and Stock which the Eligible Employee may
purchase under outstanding Options (whether or not
such Options qualify for the special tax treatment
of Section 421(a) for the Internal Revenue Code)
shall be treated as Stock owned by the Eligible
Employee.
(c) No Eligible Employee may purchase more than $25,000
of stock (based upon the fair market value at the
time the Option was granted) in one year, unless he
purchased less than $25,000 of stock in an earlier
year when the Option was in effect.
With respect to any Option, the Board will specify the
number of Shares to be made available, the Date of Grant,
the terms of the Option, and such terms and conditions not
inconsistent with this Plan as may be necessary or
appropriate, provided that in no event shall the terms of
the Option extend more than 27 months from the Date of
Grant.
3
<PAGE>
<PAGE>
THE BANK OF GLEN BURNIE
EMPLOYEE STOCK PURCHASE PLAN
(Continued)
In the event of a recapitalization or reclassification
affecting Common Stock, the number of Shares which may
thereafter be issued under the Plan, the number of Shares
under Option at such time, and the Option price will be
appropriately adjusted as determined by the Board.
6. ADMINISTRATION OF THE PLAN
--------------------------
The Plan shall be administered by the Committee, which
shall consist of not less than three members of the Board
who are not eligible to participate in the Plan, one of
whom shall be designated as Chairman. The Committee is
vested with full authority to make, administer, and
interpret such equitable rules and regulations regarding
the Plan as it may deem advisable, subject to the terms of
the Plan. Its determinations as to the interpretation and
operation of the Plan shall be final and conclusive.
The Committee may act by a majority vote at a regular or
special meeting or by decision reduced to writing and
signed by a majority of the Committee without a meeting.
Members of the Committee shall be named by the Board.
Vacancies shall be filled by the Board.
7. PROCEDURE FOR GRANT AND ACCEPTANCE OF OPTION
--------------------------------------------
An Eligible Employee shall be notified by The Bank of Glen
Burnie of the Grant of any Option or Options to him. In
order to participate in the Plan, the Eligible Employee
must sign an Acceptance of Option on a form provided by
The Bank of Glen Burnie showing the number of Shares that
he elects to purchase, and must deliver it within 30 days
after the date appearing on the form to the Secretary or
other officer designated in the Option. If an eligible
employee elects to accept the option, he must accept an
option to purchase the number of Shares specified in his
Option, or a lesser number of shares but in no event less
than ten (10) shares.
Shares optioned and not accepted, or if accepted, not
purchased, shall continue to be available for inclusion in
any subsequent Options that may be granted under the Plan.
8. PURCHASE PRICE
--------------
The purchase price per Share will be an amount equal to
the lesser of 85% of the Fair Market Value of such Share
on the Date of Grant or 85% of the Fair Market Value of
such Share on the Date of Exercise; provided, however, and
subject to the foregoing, in no event shall the
4
<PAGE>
<PAGE>
THE BANK OF GLEN BURNIE
EMPLOYEE STOCK PURCHASE PLAN
(Continued)
purchase price be less than book value per Share unless the
Board in its discretion so determines.
9. METHOD OF PAYMENT
-----------------
Payment for Shares under Options accepted pursuant to the
Plan shall be made in a lump sum payment within the term
specified by the committee which in no case will be longer
than 27 months. The Date of Exercise for Options accepted
under this Plan shall be the date of the lump sum payment.
Notwithstanding anything to the contrary herein set forth,
an Eligible Employee who has accepted an option may at any
time prior to the expiration of 30 days after his
termination of employment with The Bank of Glen Burnie but
in no event after the expiration of a period of 27 months
from the Date of Grant, prepay the outstanding amount due.
For purposes of this Section, an Eligible Employee shall
not be deemed to have terminated his employment while he
is on military leave, sick leave, furlough, lay-off, or
other bona fide leave of absence (including but not
limited to temporary employment by the Government) if the
period of such leave of absence does not exceed 90 days,
or if longer, so long as his right to reemployment with
The Bank of Glen Burnie is guaranteed by law or by
contract. Where the period of leave exceeds 90 days and
where the Eligible Employee's right to reemployment is not
guaranteed either by law or by contract, such Eligible
Employee will be deemed to have terminated his employment
on the 91st day of such leave.
Notwithstanding anything to the contrary herein set forth,
no Options granted under the Plan may be exercised prior
to such date as may be fixed by the Board of Directors.
10. RIGHTS AS STOCKHOLDER
---------------------
An Eligible Employee will become a stockholder with
respect to Shares for which payment has been completed at
the Date of Exercise. An Eligible Employee will not have
any rights as a stockholder with respect to Shares under
Option as provided in the Plan until he has become a
stockholder as provided in the Plan. A certificate for
the Shares purchased will be issued as soon as practicable
after an Eligible Employee becomes a stockholder.
11. OPTIONS TO PURCHASE SHARES NOT TRANSFERABLE
-------------------------------------------
Options granted to an Eligible Employee under the plan are
exercisable, during such Eligible Employee's lifetime,
only by him; such Options may
5
<PAGE>
<PAGE>
THE BANK OF GLEN BURNIE
EMPLOYEE STOCK PURCHASE PLAN
(Continued)
not be sold, transferred (other than by will or the laws of
descent and distribution), pledged, or otherwise disposed of
or encumbered.
12. CANCELLATION OF ACCEPTANCE OF OPTION
------------------------------------
At any time prior to, but in no event following, his Date
of Exercise, an Eligible Employee who has elected to
purchase Shares may cancel his Acceptance of Option as to
any or all of such Shares by written notice of
cancellation delivered to the officer designated to
receive his Acceptance of Option. If an Eligible Employee
cancels his Acceptance of Option as to only a part of the
Shares, he shall make the required payment as provided in
Section 9 above with respect to the number of Shares for
which his Acceptance of Option is not cancelled.
13. EFFECT OF FAILURE TO MAKE PAYMENTS WHEN DUE
-------------------------------------------
Subject to other provisions of the Plan permitting
postponement, The Bank of Glen Burnie may treat the
failure by an Eligible Employee to make any payment as a
cancellation of his Acceptance of Option. In that event,
the Eligible Employee will be notified of such
cancellation by mailing notice to him at his last known
business or home address.
14. RETIREMENT
----------
If the employment of an Eligible Employee is terminated by
retirement prior to the end of the Option Period, and such
Eligible Employee may elect to pay for his Shares within
twelve (12) months of his termination of employment by
retirement, but in no event later than 27 months after the
Date of Grant. The Date of Exercise with respect to his
Option shall be the date of such lump sum payment.
15. DEATH
-----
If the employment of an Eligible Employee is terminated by
death prior to the end of the Option Period, the executors
or administrators of such deceased Eligible Employee or
any person or persons who shall have acquired the Option
directly from such deceased Eligible Employee by bequest
or inheritance may elect, at any time within six (6)
months after such Eligible Employee's death, but in no
event after the expiration of a period of 27 months after
the Date of Grant (1) to pay the amount due, or (2) to
cancel the Eligible Employee's Acceptance of Option in
accordance with the provisions of Section 12. In the
event an election is made to pay the amount due, the Date
of Exercise, with respect to the deceased Eligible
Employee's Option, shall be the date on which such payment
is made.
6
<PAGE>
<PAGE>
THE BANK OF GLEN BURNIE
EMPLOYEE STOCK PURCHASE PLAN
(Continued)
16. APPLICATION OF FUNDS
--------------------
All funds received by The Bank of Glen Burnie in payment
for Shares purchased under the Plan may be used for any
valid corporate purpose.
17. NOTICE OF DISPOSITION BY ELIGIBLE EMPLOYEE
------------------------------------------
Any Eligible Employee who shall dispose of any Shares
received under the Plan within the later of two years from
Date of Grant or one year from Date of Exercise shall
notify the Cashier of The Bank of Glen Burnie as to the
date of disposition, the sale price (if any), and number
of Shares involved.
18. COMMENCEMENT OF PLAN
--------------------
The Plan shall not take effect until approved by the
holders of the majority of the Shares of the Common Stock
of The Bank of Glen Burnie present, in person or by proxy,
and entitled to vote at a duly held stockholders' meeting,
which approval must occur within the period beginning
twelve months before and ending twelve months after the
date the Plan is adopted by the Board.
19. GOVERNMENTAL APPROVALS OR CONSENTS
----------------------------------
The Plan and any Options granted thereunder are subject to
any governmental approvals or consent that may be or
become applicable in connection therewith. The Board may
make such changes in the Plan and include such terms in
any Option granted under the Plan as may be necessary or
desirable, in the opinion of counsel of The Bank of Glen
Burnie to comply with the rules or regulations of any
governmental authority, or to be eligible for tax benefits
under the Internal Revenue Code or the laws of any state.
20. AUTHORITY TO AMEND, SUSPEND, OR TERMINATE PLAN
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The Board may, insofar as permitted by law, from time to
time, with respect to any Shares at any time not subject
to Options, suspend or discontinue the Plan or revise or
amend it in any respect whatsoever except that, without
the approval of the holders of the majority of the out-
standing Shares of Common stock of The Bank of Glen Burnie
no such revision or amendment shall change the number of
Shares subject to the Plan or permit granting of Options
under the Plan to persons other than the employees of The
Bank of Glen Burnie. Furthermore, the Plan may not,
without the approval of the holders of the majority of the
outstanding Shares of the Common Stock of The Bank of Glen
Burnie be amended in any manner that will cause Options
issued under it to fail to meet the requirements of an
Employee Stock Purchase Plan as defined in Section 423 of
the Internal Revenue Code.
7
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THE BANK OF GLEN BURNIE
EMPLOYEE STOCK PURCHASE PLAN
(Continued)
21. EMPLOYMENT RIGHTS NOT CONFERRED BY PLAN
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Neither the establishment nor any continuance of the Plan,
nor the granting of Options thereunder, shall be construed
as conferring any legal rights upon any Eligible Employee
or other employee for a continuation of employment, nor
shall such establishment, continuance or granting of
Options interfere with the rights of The Bank of Glen Burnie
to discharge any Eligible Employee or other employee.
8
ACCEPTANCE OF OPTION
Employee Name:
Number of shares available:
I hereby elect to exercise my option to purchase ______ shares
of Glen Burnie Bancorp stock at a purchase price of $_____ per
share for a total purchase price of $_____, such amount being
due and payable to Glen Burnie Bancorp on or before
________________.
In accordance with the terms of the Employee Stock Purchase
Plan, no disposition of such shares may be made within two years
after the date of the granting of this option nor within one
year after exercising the option and taking ownership of such
shares.
__________________________ ____________________
Signature of Employee Date
