EXHIBIT 10.14a
FIRST AMENDMENT TO BOARD CHAIRMAN'S
SERVICES AGREEMENT
THIS FIRST AMENDMENT, effective April 1, 2002, between COLUMBIA BANCORP, a
Maryland corporation ("Columbia Bancorp"), THE COLUMBIA BANK, a Maryland trust
company and a principal subsidiary of the Columbia Bancorp ("Columbia Bank"),
and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. ("▇▇▇▇▇"), amends the Board Chairman's Services
Agreement between Columbia Bancorp, Columbia Bank and ▇▇▇▇▇, dated February 9,
2000 (the "Services Agreement").
W I T N E S S E T H:
Columbia Bancorp, Columbia Bank and ▇▇▇▇▇ desire to amend the Services
Agreement as set forth below in this First Amendment to clarify and change
certain provisions thereof.
Accordingly, in consideration of the mutual covenants and representations
contained herein and the mutual benefits derived herefrom, Columbia Bancorp,
Columbia Bank and ▇▇▇▇▇ agree to amend the Services Agreement as follows:
1. Paragraph 2(a)(1) shall be amended to read as follows:
(1) Renewals and Extensions; Subsequent Terms. After the Initial
Term of this Agreement, this Agreement shall automatically renew with the
reelection of ▇▇▇▇▇ as BOARD CHAIRMAN in accordance with Columbia Bancorp's
and Columbia Bank's By-Laws and Charter, unless:
(A) ▇▇▇▇▇ provides notice to Columbia Bancorp and Columbia
Bank at least on or before the end of any term that he does not wish
to renew the contract for an additional annual term, in which event
this Agreement will expire at the end of the contract term in which
▇▇▇▇▇ gives such notice to Columbia Bancorp and Columbia Bank; or
(B) ▇▇▇▇▇ fails to be reelected as BOARD CHAIRMAN in
accordance with Columbia Bancorp's and Columbia Bank's By-Laws and
Charter.
2. Paragraph 4(a) shall be amended as follows:
(a) Base Compensation. Kelly's base compensation (the "Base
Compensation") shall be $60,000 per annum through March 31, 2002. Effective
April 1, 2002, ▇▇. ▇▇▇▇▇'▇ Base
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Compensation shall be $50,000 per annum. The Board of Directors shall review
such base compensation at least annually and may grant such raises as in its
discretion are deemed warranted.
(1) Base Compensation Rate. Compensation to begin on the
Commencement Date at the above annual rate.
(2) Method of Payment. Columbia Bancorp and/or Columbia Bank
shall pay Kelly's said base compensation in equal monthly installments or
more frequently.
3. Paragraph 5(b) shall be amended to read as follows:
(b) Termination Without Cause/Severance. ▇▇▇▇▇ may terminate this
Agreement in accordance with Paragraph 2(a)(1)(A), above. Columbia Bancorp and
Columbia Bank may terminate this Agreement in accordance with Paragraph
2(a)(l)(B), above. Otherwise, if ▇▇▇▇▇ is not in breach or default of this
Agreement and Columbia Bancorp or Columbia Bank terminates Kelly's services for
any reason and under any procedures other than those specified in paragraph (c),
below, then Columbia Bancorp or Columbia Bank shall thereupon immediately pay to
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ compensation equal to twice his then current Base Compensation
for a 12 month period. In addition, should such termination occur prior to the
time when ▇▇▇▇▇ shall have become fully vested in any stock option plan
established for his benefit, ▇▇▇▇▇ shall thereupon also become immediately
vested in all options theretofore issued to him or accrued to his benefit.
4. Paragraph 5(d) shall be amended to read as follows:
(d) Termination of Agreement by ▇▇▇▇▇ for Cause. If Columbia Bancorp
and/or Columbia Bank shall become in breach or default of any of the material
provisions hereof, including especially any constructive termination [as
provided in Paragraph 3(b), above] and fails to cure such breach as provided in
Paragraph 10, below, then ▇▇▇▇▇ may, at his option at any time thereafter, elect
to terminate this Agreement for cause, in which event Columbia Bancorp or
Columbia Bank shall thereupon immediately pay to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ compensation
equal to his then current Base Compensation for a 12 month period. In addition,
should such termination occur prior to the time when ▇▇▇▇▇ shall have become
fully vested in any stock option plan established for his benefit, ▇▇▇▇▇ shall
thereupon also become immediately vested in all options theretofore issued to
him or accrued to his benefit.
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IN WITNESS WHEREOF, the parties have executed and delivered this First
Agreement to the Services Agreement on this 1/st/ day of April, 2002.
ATTEST: COLUMBIA BANCORP
/s/ ▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
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▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
President and Chief Executive Officer
ATTEST: THE COLUMBIA BANK
/s/ ▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
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▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
President and Chief Executive Officer
WITNESS:
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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