Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): March 8, 2005
SHORE
BANCSHARES, INC.
(Exact
name of registrant as specified in its charter)
|
Maryland |
0-22345 |
52-1974638 |
|
(State or other jurisdiction of incorporation or
organization) |
(Commission file number) |
(IRS Employer Identification
No.) |
18
East Dover Street, Easton, Maryland 21601
(Address
of principal executive offices) (Zip Code)
(410)
822-1400
(Registrant’s
telephone number, including area code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Item
1.01. Entry
into a Material Definitive Agreement
The
information required by this item is incorporated herein by reference to Item
5.02 of this report.
Item
1.02. Termination
of a Material Definitive Agreement
The
information required by this item is incorporated herein by reference to Item
5.02 of this report.
Item
5.02. Departure
of Directors or Principal Officers; Election of
Directors;
Appointment
of Principal Officers.
(b) Departure
of Director; Departure of Principal Officer.
On March
8, 2005, The Avon-Dixon Agency, LLC (“Avon-Dixon”), a wholly-owned subsidiary of
Shore Bancshares, Inc. (the “Company”), exercised its right to terminate its
Employment Agreement dated April 1, 2004 with Steven A. Fulwood (the “Employment
Agreement”). Mr. Fulwood previously served as the President of Avon-Dixon. On
March 21, 2005, Mr. Fulwood resigned from the Company’s Board of
Directors.
The
Employment Agreement called for an annual salary of $211,000; participation in
the Company’s benefits plans; certain insurance commissions; a supplemental
retirement account funded by an annual $20,000 contribution for 10 years, which
was scheduled to be activated in the first quarter of 2005 and payable after 10
years; a signing bonus of $20,000, which was refundable on a pro-rata basis if
Mr. Fulwood resigned prior to his tenth anniversary; and a bonus plan based on
excess profits, which was scheduled to commence in 2006. The Employment
Agreement was generally terminable by either party on 30 days’
notice.
On March
21, 2005, Avon-Dixon and Mr. Fulwood executed a Separation Agreement and General
Release (the “Separation Agreement”) the terms of which include a lump sum
payment to Mr. Fulwood of $21,100 due on March 31, 2005 for unused vacation; a
severance payment to Mr. Fulwood of $35,166.67, which is payable in equal
amounts over two months commencing on March 8, 2005, in accordance with
Avon-Dixon’s normal payroll practices; medical and life insurance benefits
through the date Avon-Dixon satisfies its payment obligations; broad, mutual
releases and waivers; an agreement by Mr. Fulwood to not solicit, encourage or
otherwise cause any employee, consultant or customer of Avon-Dixon to terminate
his or her employment or relationship with Avon-Dixon; and certain customary
representations, warranties and other terms. Avon-Dixon’s payment obligations
under the Separation Agreement terminate in the event Mr. Fulwood breaches any
of his representations, warranties or covenants, in which case he must return
any amounts paid under the Separation Agreement as liquidated damages. The
effectiveness of the Separation Agreement is subject to Mr. Fulwood’s right to
revoke it on or before March 28, 2005.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
SHORE
BANCSHARES, INC.
Dated:
March 22, 2005
By: /s/ W.
Moorhead
Vermilye
W.
Moorhead Vermilye
President
and CEO