Exhibit 2.2 FIRST AMENDMENT TO THE PLAN AND AGREEMENT TO MERGE First Amendment, dated as of November 30, 2000, (the "Amendment") to the Plan and Agreement to Merge, dated as of July 25, 2000, (the "Plan") by and among TALBOT BANCSHARES, INC. ("Talbot...Plan and Agreement • December 14th, 2000 • Shore Bancshares Inc • National commercial banks
SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • August 25th, 2020 • Shore Bancshares Inc • National commercial banks • New York
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of August 25, 2020, and is made by and among Shore Bancshares, Inc., a Maryland corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 25th, 2020 • Shore Bancshares Inc • National commercial banks • Maryland
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of August 25, 2020 and is made by and among Shore Bancshares, Inc. a Maryland corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined below) identified on the signature pages to the Purchase Agreement (as defined below) (collectively, the “Purchasers”).
PURCHASE AND ASSUMPTION AGREEMENT dated as of January 10, 2017 between NORTHWEST BANK and SHORE UNITED BANKPurchase and Assumption Agreement • January 10th, 2017 • Shore Bancshares Inc • National commercial banks • Maryland
This PURCHASE AND ASSUMPTION AGREEMENT, dated as of January 10, 2017 (the “Agreement”), between Northwest Bank, a Pennsylvania-chartered savings bank with its principal office located in Warren, Pennsylvania (the “Seller”), and Shore United Bank, a Maryland-chartered bank with its principal office located in Easton, Maryland (the “Purchaser”).
SHORE BANCSHARES, INC. As Issuer, and UMB Bank National Association As Trustee INDENTURE Dated as of August 25, 2020 5.375% Fixed to Floating Rate Subordinated Notes due 2030Shore Bancshares Inc • August 25th, 2020 • National commercial banks • New York
This INDENTURE dated as of August 25, 2020 is between Shore Bancshares, Inc., a Maryland corporation (the “Company”), and UMB Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustee (the “Trustee”).
Exhibit 10.6 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made effective the 1st day April 2004, by and between The Avon-Dixon Agency, LLC (the "Company") and Steven Fulwood (the "Employee"). WITNESSETH: That for and in consideration of the sum...Employment Agreement • August 9th, 2004 • Shore Bancshares Inc • National commercial banks
EXHIBIT 10.4 AMENDMENT TO THE EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN AGREEMENT DATED JANUARY 1, 1999 AND THE LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR AGREEMENT DATED JANUARY 1, 1999Supplemental Retirement Plan Agreement • August 14th, 2003 • Shore Bancshares Inc • National commercial banks • Maryland
SHORE BANCSHARES, INC.Indenture • June 25th, 2010 • Shore Bancshares Inc • National commercial banks • New York
THIS INDENTURE (this “Indenture”) is dated as of ______________, ____, by and between Shore Bancshares, Inc., a Maryland corporation, as Issuer (the “Company”), and ____________________________, a _______________ organized under the laws of ____________, as Trustee (the “Trustee”).
4.4. No Undisclosed Liabilities 19 4.5. Absence of Certain Changes or Events 19 4.6. Complete and Accurate Disclosure 19 4.7. Title to Properties; Absence of Liens and Encumbrances; Compliance with Laws 20 4.8. Contracts20 4.9. Litigation, Etc. 21...Stock Option Agreement • July 31st, 2000 • Shore Bancshares Inc • National commercial banks • Maryland
SUPPLEMENTAL EXECUTIVE RETIREMENT PLANSupplemental Executive Retirement Plan • August 9th, 2019 • Shore Bancshares Inc • National commercial banks • Maryland
This SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (this “Agreement”) is made and entered into this 19th day of July, 2019 (the “Effective Date”), by and among SHORE UNITED BANK, a Maryland bank (the “Bank”), and Lloyd L. Beatty, Jr. (the “Executive”). Capitalized terms used herein are defined in Section 10 of this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • November 1st, 2017 • Shore Bancshares Inc • National commercial banks • Maryland
THIS EMPLOYMENT AGREEMENT (this “Agreement”), October 31, 2017 (the “Effective Date”), is entered into by and between Shore United Bank, a commercial bank organized under the laws of Maryland (the “Employer”), and Patrick M. Bilbrough (the “Employee”).
3,600,000 Shares of Common Stock SHORE BANCSHARES, INC. Common Stock, par value $0.01 per share UNDERWRITING AGREEMENTUnderwriting Agreement • May 21st, 2014 • Shore Bancshares Inc • National commercial banks • New York
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 30th, 2023 • Shore Bancshares Inc • National commercial banks • Maryland
THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”), dated November 22, 2021 (the “Effective Date”), is entered into by and between Shore Bancshares, Inc., a corporation organized under the laws of Maryland (the “Corporation”), and Vance W. Adkins (the ”Executive”).
June 30, 2023 James M. Burke [REDACTED] Dear James:Retention and Award Agreement • July 3rd, 2023 • Shore Bancshares Inc • National commercial banks • Maryland
This retention and award agreement (this “Agreement”) is entered into by James M. Burke (the “Executive”) and Shore Bancshares, Inc. (the “Company”) in connection with the transactions contemplated by the Agreement and Plan of Merger by and between the Company and The Community Financial Corporation ( “TCFC”), dated as of December 14, 2022 (the “Merger Agreement”), pursuant to which TCFC will be merged with and into the Company in a merger of equals transaction (the “Merger”).
FORM OF PERFORMANCE SHARE /RESTRICTED STOCK UNIT AWARD AGREEMENT Non- transferable GRANT TO (“Grantee”)Award Agreement • March 13th, 2020 • Shore Bancshares Inc • National commercial banks • Maryland
by SHORE BANCSHARES, INC. (the “Company”) of restricted stock units (the “Units”) representing a right to earn, on a one-for-one basis, shares of the Company’s Common Stock, $0.01 par value per share (the “Stock”), pursuant to and subject to the provisions of the Shore Bancshares, Inc. 2016 Stock and Incentive Compensation Plan (the “Plan”) and to the terms and conditions set forth on the following pages of this award agreement (the “Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.
AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 14, 2022 BY AND BETWEEN SHORE BANCSHARES, INC. AND THE COMMUNITY FINANCIAL CORPORATION (Continued)Shareholder Agreement • December 14th, 2022 • Shore Bancshares Inc • National commercial banks • Maryland
AGREEMENT AND PLAN OF MERGER, dated as of December 14, 2022 by and between Shore Bancshares, Inc. (“SHBI”) and The Community Financial Corporation (“TCFC”).
SHORE BANCSHARES, INC. ASSUMPTION AND AMENDMENT OF EMPLOYMENT AGREEMENTAssumption And • July 3rd, 2023 • Shore Bancshares Inc • National commercial banks • Maryland
This Assumption and Amendment of Employment Agreement (the “Agreement”) is made as of June 30, 2023, by and between Shore Bancshares, Inc., a Maryland corporation (the “Company”) and James M. Burke (“Employee”).
Employment AgreementsEmployment Agreements • March 16th, 2017 • Shore Bancshares Inc • National commercial banks
On February 16, 2017, the Company and Mr. Beatty entered into an Amended and Restated Employment Agreement (the “Employment Agreement”) which provides that he will serve as our CEO and President, and entitles him to receive an annual base salary of $414,000 subject to periodic review and adjustment. In addition, Mr. Beatty is entitled to: (i) participate in our bonus plans; (ii) receive employee benefits of the type offered by the Company and its affiliates to similarly-situated officers, including vacation, sick leave and disability leave; (iii) receive fringe benefits of the type customarily made available by the Company to its officers; and (iv) be reimbursed for employment-related expenses.
FORM OF EMPLOYMENT AGREEMENT WITH THOMAS EVANS EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2005 • Shore Bancshares Inc • National commercial banks • Maryland
THIS AGREEMENT is entered into this as of November 3, 2005 (this “Agreement”) by and between The Felton Bank (the “Bank”) and Shore Bancshares, Inc. “Shore Bancshares”, with the Bank, collectively, the “Companies”) and Thomas Evans (the “Employee”).
UNITED STATES DEPARTMENT OF THE TREASURYShore Bancshares Inc • April 16th, 2009 • National commercial banks
Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement - Standard Terms (the "Securities Purchase Agreement"), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the "Investor") and the company set forth on Schedule A hereto (the "Company"), Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, at the Closing, the Company issued to the Investor the number of shares of the series of its preferred stock set forth on Schedule A hereto (the "Preferred Shares") and a warrant to purchase the number of shares of its common stock set forth on Schedule A hereto (the "Warrant").
EXHIBIT 10.3Employment Agreement • March 31st, 2003 • Shore Bancshares Inc • National commercial banks • Maryland
Form of Restricted Stock Award AgreementForm of Restricted Stock Award Agreement • April 11th, 2007 • Shore Bancshares Inc • National commercial banks • Maryland
THIS AGREEMENT, dated as of the __ day of __________, _____, between SHORE BANCSHARES, INC., a Maryland corporation (the “Company”), and _______________ (“Participant”), is made pursuant and subject to the provisions of the Shore Bancshares, Inc. 2006 Stock and Incentive Compensation Plan, effective April 26, 2006 (the “Plan”). All capitalized terms used but not defined herein shall have the meanings given such terms in the Plan.
LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENTShore Bancshares Inc • December 12th, 2006 • National commercial banks
The Insured (or assignee) shall have the right and power to designate a beneficiary or beneficiaries to receive his share of the proceeds payable upon the death of the Insured, and to elect and change a payment option for such beneficiary, subject to any right or interest the Bank may have in such proceeds, as provided in this Agreement.
Sale of Insurance Subsidiary (The Avon-Dixon Agency, LLC)Asset Purchase Agreement • December 18th, 2018 • Shore Bancshares Inc • National commercial banks
EASTON, Md., Dec. 17, 2018 /PRNewswire/ -- On December 17, 2018, Shore Bancshares, Inc. (the "Company" or "Shore Bancshares") and The Avon-Dixon Agency, LLC, the Company's wholly-owned insurance producer firm ("Avon-Dixon"), entered into an Asset Purchase Agreement (the "Purchase Agreement") with Avon-Dixon, an Alera Group Agency, LLC ("Alera"), a Delaware limited liability company and subsidiary of Alera Group, Inc. ("Alera Group"), pursuant to which Alera will purchase substantially all of the assets used in the operation of Avon-Dixon's insurance business (the "Acquisition"). Subject to certain adjustments set forth in the Purchase Agreement, the Company will receive net proceeds of approximately $26.9 million on the closing date of the Acquisition. Subject to customary closing conditions, the Acquisition is expected to be completed before the end of fiscal 2018.
COMPENSATION ARRANGEMENT FOR WILLIAM W. DUNCAN, JR.Shore Bancshares Inc • February 14th, 2007 • National commercial banks
The Talbot Bank of Easton, Maryland (the “Bank”) and William W. Duncan, Jr., the Bank’s President and Chief Executive Officer, are not party to a written employment agreement. Mr. Duncan’s employment arrangement provides for an annual salary of $245,000, subject to annual adjustment. Mr. Duncan is also entitled to participate in the bonus program, profit sharing and 401(k) plan, and group term life insurance program of Shore Bancshares, Inc. (the “Company”), to the extent the provisions and rules of those plans and programs permit such participation. In addition, provided that Mr. Duncan remains employed by the Bank, the Company agreed to make five annual awards of restricted stock to Mr. Duncan under the Company’s 2006 Stock and Incentive Compensation Plan. The number of shares that will be subject to each restricted stock award has not yet been determined but will be based on a fixed dollar amount intended to correspond, in part, to the value of certain retirement and other benefits
EMPLOYMENT TERMINATION AGREEMENTEmployment Termination Agreement • December 12th, 2006 • Shore Bancshares Inc • National commercial banks • Maryland
THIS EMPLOYMENT TERMINATION AGREEMENT, is entered into this 7th day of December, 2006, (this “Termination Agreement”) by and between The Centreville National Bank of Maryland (the “Bank”) and Shore Bancshares, Inc. (“SHBI”, and with the Bank, collectively, the “Companies”) and Daniel T. Cannon (the “Employee”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • November 1st, 2017 • Shore Bancshares Inc • National commercial banks • Maryland
THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”), dated October 31, 2017 (the “Effective Date”), is entered into by and between Shore United Bank., a commercial bank organized under the laws of Maryland (the “Bank”), and Edward Allen (the “Executive”).
STIPULATION AND CONSENT TO THE ISSUANCE OF A CONSENT ORDERShore Bancshares Inc • May 24th, 2013 • National commercial banks
Subject to the acceptance of this STIPULATION AND CONSENT TO THE ISSUANCE OF A CONSENT ORDER (“CONSENT AGREEMENT”) by the Commissioner of Financial Regulation for the State of Maryland (“Commissioner”), it is hereby stipulated and agreed by and between the Commissioner and The Talbot Bank of Easton, Maryland, Easton, Maryland (“Bank”), as follows:
NONQUALIFIED STOCK OPTION AGREEMENT under the SHORE BANCSHARES, INC.Nonqualified Stock Option Agreement • March 20th, 2012 • Shore Bancshares Inc • National commercial banks • Maryland
THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made this 15th day of March, 2012 (the “Grant Date”), by and between Shore Bancshares, Inc., a Maryland corporation (the “Company”), and _____________________________ (the “Participant”).
SHORE BANCSHARES, INC. Form of Restricted Stock Award AgreementRestricted Stock Award Agreement • March 13th, 2020 • Shore Bancshares Inc • National commercial banks • Maryland
THIS AGREEMENT, dated as of the ____day of ____, 20__, between SHORE BANCSHARES, INC., a Maryland corporation (the “Company”), and ______ (“Participant”), is made pursuant and subject to the provisions of the Shore Bancshares, Inc. 2016 Stock and Incentive Compensation Plan, effective April 27, 2016 (the “Plan”). All capitalized terms used but not defined herein shall have the meanings given such terms in the Plan.
COMPENSATION ARRANGEMENT FOR WILLIAM W. DUNCAN, JR.Shore Bancshares Inc • August 1st, 2006 • National commercial banks
Talbot Bank of Easton, Maryland (the “Bank”) and William W. Duncan, Jr., the Bank’s President and Chief Executive Officer, are not party to a written employment agreement. Mr. Duncan’s employment arrangement provides for an annual salary of $245,000, subject to annual adjustment. Mr. Duncan is also entitled to participate in the bonus program, profit sharing and 401(k) plan, and group term life insurance program of Shore Bancshares, Inc., to the extent the provisions and rules of those plans and programs permit such participation.
COMPENSATION ARRANGEMENT FOR LLOYD L. BEATTY, JR.Shore Bancshares Inc • August 1st, 2006 • National commercial banks
Shore Bancshares, Inc. (the “Company”) and Lloyd L. Beatty, Jr., the Company’s Chief Operating Officer, are not party to a written employment agreement. Mr. Beatty’s employment arrangement provides for an annual salary of $215,000, subject to annual adjustment. Mr. Beatty is also entitled to participate in the Company’s bonus program, profit sharing and 401(k) plan, and group term life insurance program, to the extent the provisions and rules of those plans and programs permit such participation.
COMPENSATION ARRANGEMENT FOR F. WINFIELD TRICE, JR.Shore Bancshares Inc • August 13th, 2007 • National commercial banks
The Centreville National Bank of Maryland and Mr. Trice are not parties to a written employment agreement. Mr. Trice’s employment arrangement provides for an annual salary of $200,000, subject to annual adjustment, bonus eligibility under the Shore Bancshares, Inc. 2007 Management Incentive Plan (the “MIP”), and participation in the Shore Bancshares, Inc. 401(k) and profit sharing plan, equity compensation plan, and group term life insurance program, to the extent the provisions and regulations of such plans permit such participation. Mr. Trice’s incentive bonus target under the MIP is 30% of annual salary, weighted 30%/70% between the net income target and the individual performance target, respectively. The components of this award are subject to upward and downward adjustment based on performance, as described in the MIP, except that Mr. Trice is guaranteed a minimum award of $30,000 (15% of salary) for 2007.
SEVERANCE AGREEMENT AND GENERAL RELEASESeverance Agreement and General Release • May 10th, 2005 • Shore Bancshares Inc • National commercial banks • Maryland
WHEREAS, Employee was employed by the Company pursuant to an Employment Agreement dated as of April 1, 2004 (the "Employment Agreement") through March 8, 2005("Termination Date"); and
EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2005 • Shore Bancshares Inc • National commercial banks • Maryland
THIS AGREEMENT is entered into this as of April 1, 2004 (this “Agreement”) by and between The Felton Bank (the “Bank”) and Shore Bancshares, Inc. “Shore Bancshares”, with the Bank, collectively, the “Companies”) and Thomas Evans (the “Employee”).
