UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): July 22,
2010
SANDY SPRING BANCORP,
INC.
(Exact
name of registrant as specified in its charter)
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Maryland
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000-19065
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52-1532952
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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17801 Georgia Avenue, Olney,
Maryland 20832
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (301) 774-6400
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors;Appointment of
Certain Officers; Compensatory Arrangements of
CertainOfficers.
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Sandy Spring Bancorp, Inc. (the
“Company”) and its wholly owned subsidiary, Sandy Spring Bank (the “Bank”)
entered into a Change in Control Agreement with Joseph J. O’Brien, Jr.,
Executive Vice President, effective July 22, 2010. The Change in
Control Agreement replaced an expiring employment agreement with the
executive.
Under the Change in Control Agreement,
if, during the period beginning six months before a change in control (as
defined in the agreement) and ending at the expiration of the agreement, the
Bank terminates the executive’s employment without just cause (as defined in the
agreement) or the executive terminates his employment with good reason (as
defined in the agreement), the Bank shall make a lump-sum payment to the
executive of an amount equal to 2.99 times his total annual
compensation. In addition, for three calendar years following
termination of employment, the executive will continue to participate in any
benefit plans of the Bank that provide health, life and disability insurance on
terms no less favorable than the most favorable terms provided to executive
officers of the Bank during such period.
For purposes of the Change in Control
Agreement, total annual compensation is defined to mean one year’s base salary
at the highest rate in effect in the period beginning six months before the last
change in control to occur before termination of the executive’s employment plus
other compensation, including bonus payments, at the rate paid for the calendar
year preceding the change in control or the calendar year preceding termination
of the executive’s employment, whichever is higher. Benefits that are
not subject to current income taxation are not included in the calculation of
total annual compensation.
In the event that payments or benefits
pursuant to the Change in Control Agreement would result in the imposition of a
penalty tax under Section 280G of the Internal Revenue Code, the payment to the
executive will be reduced to the maximum amount that may be paid under Section
280G without triggering such penalty tax.
As a condition precedent to making any
payment under the Change in Control Agreements, the U.S. Department of the
Treasury must not hold an equity or debt position in the Company and the Company
must have been released from all statutory or regulatory obligations under the
Troubled Asset Relief Program relative to any prohibition on the compensation
contemplated in the Change in Control Agreements.
The Change in Control Agreement has a
term of two years. On each anniversary date, the agreement will be
extended for an additional year without action by any party, unless either the
Bank or the executive has given written notice at least 60 days prior to the
anniversary date of its or his desire that the term not be
extended.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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SANDY
SPRING BANCORP, INC.
(Registrant)
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Date:
July 26, 2010
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By:
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/s/
Ronald E.
Kuykendall
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Ronald
E. Kuykendall
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General
Counsel and Secretary
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