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): December 8, 2004
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Sandy Spring Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Maryland 0-19065 52-1532952
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(State or other jurisdiction (Commission file (IRS Employer
of incorporation) number) Identification Number)
17801 Georgia Avenue, Olney, Maryland 20832
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (301) 774-6400
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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))
Item 1.01. Entry into a Material Definitive Agreement.
Item 1.02. Termination of a Material Definitive Agreement.
Item 7.01. Regulation FD Disclosure.
On December 8, 2004, Sandy Spring Bancorp, Inc. ("Bancorp") and its wholly owned
subsidiary, Sandy Spring Bank, (the "Bank") entered into a Separation Agreement
and General Release with James H. Langmead. Mr. Langmead previously served as
the Executive Vice President and Chief Financial Officer of Bancorp and the
Bank. Pursuant to that Separation Agreement, the Employment Agreement among
Bancorp, the Bank and Mr. Langmead dated December 19, 2002 is deemed terminated
as of October 11, 2004, the date of Mr. Langmead's departure.
The Employment Agreement, which replaced an earlier agreement with similar
terms, had an initial term of two years, subject to automatic one-year
extensions of such term on December 18th of each year, provided that neither
Bancorp nor Mr. Langmead had given written notice at least 60 days prior to the
renewal date of intention not to renew. The Employment Agreement provided for
the payment of cash and other benefits to Mr. Langmead, including a fixed
salary, reviewed annually, which was $230,000 on October 11, 2004. Mr. Langmead
was entitled to participate in bonus and fringe benefit, incentive compensation,
life insurance, medical, profit sharing and retirement plans, and to
participation in a supplemental retirement arrangement. With minor exceptions,
the Agreement would have terminated, and there would have been no additional
payments due under it, upon termination based upon death, retirement, or just
cause (as defined) by Bancorp, or upon voluntary termination by Mr. Langmead
without good reason (as defined). Upon termination for disability, Mr. Langmead
would have been entitled to receive his salary through the term of the
Agreement, reduced by payments under any disability plan maintained by Bancorp,
plus regular employee benefits. Upon termination of Mr. Langmead without just
cause by Bancorp, or with good reason by Mr. Langmead, Mr. Langmead was entitled
to salary and bonuses for the remaining term of the Agreement, payable in a
lump-sum based upon his salary at the highest rate paid during any of the
preceding twelve months and bonus paid in the calendar year preceding the year
of termination. Mr. Langmead was prohibited from conflicts of interest, and was
required to maintain the confidentiality of nonpublic information regarding
Bancorp and its customers. Mr. Langmead also was bound by a covenant not to
compete and not to interfere with other employees of Bancorp if Mr. Langmead's
employment were terminated for just cause, disability, or retirement or if he
resigned without good reason. Under the Agreement, Bancorp and the Bank agreed
to indemnify Mr. Langmead against expenses and liabilities reasonably incurred
by him in connection with his service as an officer or director of Bancorp or
the Bank, and to provide directors' and officers' liability insurance covering
Mr. Langmead, for a period ending seven years after the termination of the
Employment Agreement.
In the Employment Agreement Bancorp and the Bank agreed to provide Mr. Langmead
with certain benefits if, within six months prior to, or two years after, a
change-in-control, Bancorp had terminated Mr. Langmead's employment without good
cause, or Mr. Langmead had voluntarily terminated employment for good reason (as
defined in the Agreement). In that case, Mr. Langmead would receive a lump-sum
cash payment equal to 2.99 times the sum of Mr. Langmead's annual salary at the
highest rate in effect during the preceding twelve months and bonuses based upon
the amount paid in the preceding calendar year. Mr. Langmead also would be
entitled to continued participation for a three-year period in certain
Bancorp-sponsored health and welfare plans, and would be held harmless from the
federal excise tax assessable to him if such payments and benefits exceeded the
amount allowable as a deduction under Section 280G of the Internal Revenue Code.
The terms of the Separation Agreement include the delivery of a cash payment of
$492,000; the payment of health benefit costs through December 31, 2005; broad,
mutual releases and waivers; agreements by Mr. Langmead to maintain the
confidentiality of confidential information of Bancorp and the Bank and, for a
period ending December 31, 2005, not to hire any officer or employee of the Bank
or its affiliates; acknowledgement of the obligations of Bancorp and the Bank to
continue to provide the indemnification and directors' and officers' insurance
coverage required by the Employment Agreement described above and to pay change
in control benefits under the Employment Agreement described above if a change
in control occurs on or before April 11, 2005. The effectiveness of the
Separation Agreement is subject to Mr. Langmead's right to revoke it on or
before December 15, 2004.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired. Not applicable.
(b) Pro forma financial information. Not applicable.
(c) Exhibits Not applicable.
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.
SANDY SPRING BANCORP, INC.
By: Hunter R. Hollar
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Hunter R. Hollar
President and
Chief Executive Officer
Dated: December 8, 2004