EMPLOYMENT AGREEMENT

1. Employment and Duties.  Employer hereby employs Employee to serve as its Executive Vice President – Chief Financial Officer.  In such capacity, during the Term (as defined in Section 2 hereof), the Employee shall report directly to the Chief Executive Officer (“CEO”) of Employer or such other Employer-affiliated individual(s) as may be designed by the CEO and/or the Employer’s Board of Directors (the CEO and any such designated individuals, the “Designated Officers”), and shall perform such duties as may be assigned to him from time to time by the Designated Officers and/or the Employer’s Board of Directors (collectively, “Duties”).  The Duties shall include,  but not be limited to, being responsible for maintaining all of the Employer’s fiscal operating results utilizing generally accepted accounting principles (“GAAP”), such as cost accounting, budgets, regulatory agency and government reports; safeguarding of Employer’s assets; counseling senior management on fiscal control and profitability; preparing financial reports requested by senior management or required by applicable law and presenting such reports to senior management; ensuring that Employer adheres to tax laws, GAAP and regulatory requirements relating to financial reporting; supervising, together with the CEO, the design and maintenance of Employer’s internal control over financial reporting (within the meaning of the Securities Exchange Act of 1934, as amended); directing finance and accounting department activities; providing leadership, training and supervision within the finance and accounting department; and assisting Employer in attaining financial goals for Employer as a whole and for the finance and accounting department that may be established from time to time by the CEO and Employer’s Board of Directors.    During the Term, Employee will devote his full time and effort to performing the Duties at 2328 West Joppa Road, Lutherville, Maryland 20193, exclusive of expected business travel, or such other office as Employer may establish from time to time (each, an “Employment Location”).    

2. Term.  The term of Employee’s employment under this Agreement shall commence on Janaury 2, 2014 (the “Commencement Date”) and, subject to Section 12 and Section 16(j) hereof, shall expire on December 31, 2014 (the “Initial Term”).  After the expiration of the Initial Term, Employee’s term of employment under this Agreement shall be renewed for successive one-year periods (each, a “Renewal Term”; the Initial Term and each Renewal Term are each sometimes referred to herein as a “Term”) without further action by the

3. Compensation.  As compensation for all services to be rendered by Employee during the Term pursuant to this Agreement, Employer shall pay Employee an annual base salary (“Base Salary”) and such other amounts as are set forth in, and in accordance with, Exhibit A hereto, which is incorporated herein by reference, net of applicable withholdings.  The Base Salary shall be paid in semi-monthly installments or such other compensation payment schedule as may be adopted by Employer for its full time employees.

4. Expenses.  During the Term, Employee shall be entitled to receive reimbursement for, or seek payment directly by Employer of, all reasonable expenses that Employee incurs in the performance of his Duties and that are consistent with Employer’s expense policy then in effect, provided that Employee accounts for such expenses in writing.

5. Employee Benefits.  During the Term, Employee shall be entitled to participate in the various employee benefit programs adopted by Employer from time to time that are available generally to executive officers of the Employer.

6. Vacation.  During the Term, Employee shall be entitled to vacation/leave as set forth in Exhibit A.

7. Confidentiality.  In Employee’s position as an officer and employee of Employer, Employee has had and will have access to Confidential Information, Trade Secrets and other proprietary information of vital importance to Employer and has and will also develop relationships with customers, employees and others who deal with Employer which are of value to Employer. Employee agrees and acknowledges that Employer may entrust Employee with highly sensitive, confidential, restricted and proprietary information, including, without limitation, Trade Secrets, Confidential Information, customer lists, and information concerning Business Opportunities and personnel matters (the “Protected Information”). Employee acknowledges that he shall bear a fiduciary responsibility to Employer, both during and after the Term, to protect the Protected Information from unauthorized use or disclosure, and he agrees that he will not use or disclose Protected Information unless authorized by Employer and except as may be necessary for him to perform the Duties.

(a) As used in this Agreement:

(i) “Trade Secret” shall mean the identity and addresses of customers of Employer and any other information, without regard to form, including, but not limited to, any technical or nontechnical data, any formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, financial plans, and product plans, that (A) is valuable and secret (in the sense that it is not generally known by or available to competitors of Employer) and (B) otherwise qualifies as a “trade secret” under Maryland law pursuant to the Maryland Trade Secrets Act of 1990, as amended.

(ii) “Confidential Information” shall mean all “non-public Personal Information,” as defined in Title V of The Gramm-Leach-Bliley Act (15 U.S.C. §§ 680 et seq.)

(iii) “Business Opportunities” shall mean any specialized information or plans of Employer not disclosed or available to the public concerning the provision of financial services to a Person, together with all related information concerning the specifics of any contemplated financial services regardless of whether Employer has contacted or communicated with such Person. 

(iv) “Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organization, any other legal or commercial entity, or two or more of any of the foregoing having a joint or common interest.

(v) “Affiliate”, with respect to a specified Person, shall mean a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the specified Person.

(b) Notwithstanding the definitions of Trade Secrets, Confidential Information, and Business Opportunities set forth in Section 7(a) of this Agreement, the terms Trade Secrets, Confidential Information and Business Opportunities shall not include any information:

(i) that is or becomes generally available to the public other than as a result of disclosure by the Employee in violation of this Agreement;

(ii) that was already known by Employee prior to the date he was first employed by Employer or its or that is developed by Employee after the termination of his employment with Employer through entirely independent efforts;

(iii) that Employee obtains on a non-confidential basis from a source other than Employer or its Affiliates so long as such source is not bound by a confidentiality agreement with, or other contractual, legal, or fiduciary obligation of secrecy or confidentiality to, Employer or any other Person with respect to such information;

(iv) that is required to be disclosed by law, except to the extent eligible for special treatment under an appropriate protective order; or

(v) that Employer’s Board of Directors approves for release.

8. Observance of Security Measures.  During Employee’s employment with Employer, Employee shall observe all security measures adopted by Employer to protect Protected Information.

9. Covenants to Protect the Company’s Business.  As used in this Section 9, the term “Employer” means, individually and collectively, Bay Bank, F.S.B. and its Affiliates.

(a) For so long as Employee is employed by Employer and thereafter for a period of one (1) year from the date on which Employee’s employment with Employer is terminated (the “Restricted Period”), Employee shall not, directly or indirectly, as owner, partner, director, officer, employee, agent, consultant, advisor, contractor or otherwise, whether for consideration or without consideration, for the benefit of any Person other than Employer, take any of the following actions:

(i) Solicit any Business Relation (as hereinafter defined) to purchase, or sell or otherwise provide banking products and services to such Business Relation;

(ii) Employ, engage or solicit for employment or for engagement as an independent contractor or consultant, any Person who was employed by Employer within the 12-month period immediately preceding any employment, engagement, or solicitation by the Employer; urge any such Person to reduce his or her employment with or provision of services to Employer or assist any such Person with any such reduction; or arrange to have any other Person employ or engage such Person; or

(iii) Urge any Person to reduce its business with Employer or assist any Person with any such reduction; provided, however, that a general solicitation through a public medium not specifically directed toward any Person shall not be considered a breach of this Section 9(a).

(b) As used in this Agreement, the term “Business Relation” shall mean any Person other than Employer who, at any time during the Employee’s term of employment with Employer, was a Person (i) who is or was a customer of Employer or a prospective customer of Employer, or (ii) who had entered into any contract or other arrangement with Employer for the provision of services or the sale of products, or (iii) to whom Employer had furnished or planned to furnish a proposal for the performance of services or the sale of products, or (iv) with whom Employer entered or agreed to enter into any other business relationship such as a joint venture, collaborative agreement, joint development agreement, teaming arrangement or agreement, or similar arrangement or understanding for the provision of services or sale of products.

(c) During the Restricted Period, except as required by applicable law or the rules or regulations of any governmental or self-regulatory organization having jurisdiction over Employer and/or Employee, Employee will not make any statements or comments of a disparaging nature to any Person regarding Employer or its stockholders, directors, officers, personnel, products or services. 

(d) Employee hereby acknowledges and agrees that the restrictions contained in this Section 9 regarding geographical scope, length of term and types of activities restricted are reasonable. 

10. Return of Materials; No Access. Upon the request of Employer and, in any event, upon the termination of Employee’s employment with Employer and its Affiliates, Employee shall deliver to Employer all memoranda, notes, records, manuals or other documents, including all copies of such materials containing Trade Secrets or Confidential Information, whether made or compiled by Employee or furnished to him from any source by virtue of his employment with Employer and its Affiliates (“Property”).  After the termination of Employee’s employment with Employer and its Affiliates, Employee shall not take any action to preserve or regain access to any Property through any means, including, without limitation, access to the facilities of Employer or its Affiliates or through a computer or other digital or electronic means.

11. Remedies; Waiver. 

(a) Employee acknowledges that a violation by him of any provision of Section 7 through Section 10, inclusive, of this Agreement (the “Business Protection Covenants”) may cause irreparable injury to Employer, and that there may be no adequate remedy at law for such violation.  Therefore, Employee agrees that, in addition to any other remedies for his violation of the Business Protection Covenants available to Employer, which shall include the recovery of all damages incurred, as well as reasonable attorney’s fees and other costs, Employer shall have the right, in the event of the breach or threatened breach of any provision of the Business Protection Covenants, to seek an injunction and/or temporary restraining order against such breach or threatened breach and/or to specifically enforce the Business Protection Covenants, and, in the case of a breach of Section 9 hereof, the duration of the Restricted Period shall be extended by the period of the breach and any litigation with respect thereto.

(b) The remedies provided in this Agreement are not exclusive, and the Party suffering from a breach or default of this Agreement may pursue all other remedies, both legal and equitable, alternatively or cumulatively as permitted by law.  The prevailing Party in any action, suit or proceeding arising out of or relating to this Agreement shall be entitled to recover all costs and reasonable attorneys’ fees from the non-prevailing Party.  The failure of a Party to fully enforce any provision of this Agreement shall not be deemed to be a waiver of such provision or any part thereof, and the waiver by a Party of any provision of this Agreement shall not be deemed to be a waiver of any other provision of this Agreement or a waiver with respect to any other incidence of non-compliance therewith.  No waiver shall be effective unless in writing and signed by the Party so waiving. 

12. Termination.

(a) During a Term, Employee’s employment (i) may be terminated at the election of Employer for Cause (as defined in Section 12(b) hereof), upon Employer’s delivery of notice thereof to Employee; (ii) may be terminated at the election of Employer without Cause at any time, upon Employer’s delivery of notice thereof to Employee; (iii) may be terminated at the election of Employee for Good Reason (as defined in Section 12(g) hereof) or without Good Reason, upon Employee’s delivery of notice thereof to Employer; (iv) shall be terminated upon Employee’s death; or (v) may be terminated at the election of either Party, upon Employee’s disability resulting in an inability to perform the Duties and other responsibilities as set forth in

(b) For purposes of this Agreement, “Cause” means (i) conduct by Employee that amounts to fraud, personal dishonesty, breach of fiduciary duty involving personal profit, gross negligence or willful misconduct in the performance of or intentional failure to perform his stated Duties; (ii) Employee’s conviction (from which no appeal may be, or is, timely taken) of a felony or willful violation of any law, rule or regulation (other than traffic violations or similar offenses); (iii) any federal or state regulatory authorities acting under lawful authority pursuant to provisions of federal or state law or regulation which may be in effect from time to time exercises any power granted to it by law or regulation to remove, prohibit or suspend Employee from participating in the conduct of Employer’s affairs; (iv) willful violation of any final cease-and-desist order; (v) a knowing violation by Employee of federal or state banking laws or regulations which is likely to have a material adverse effect on Employer, as determined by the Board of Directors or CEO; (vi) Employee’s refusal to timely perform a reasonable and duly authorized directive of Employer’s Board of Directors or CEO clearly communicated to Employee by the Board of Directors or CEO that is consistent with the scope of Employee’s Duties unless Employee in good faith believes that such act would cause Employee to breach his fiduciary duties to Employer or that such act would be in violation of any federal or state law or regulation; (vii) any representation or warranty made by Employee in this Agreement, or in any certificate, document or instrument executed and delivered to Employer by Employee in connection with this Agreement, is or becomes inaccurate or untrue; or (viii) a material breach by Employee of any promise, covenant or other provision contained in this Agreement.

(c) A majority of Employer’s Board of Directors must approve any termination of Employee’s employment by Employer before such termination will be effective.

(d) If Employee’s employment is terminated by Employer for Cause, Employee shall receive no further compensation or benefits other than all unpaid compensation and benefits that have accrued through the date of termination. Employer shall pay the foregoing amount in a lump-sum payment within five (5) business days after the date of such termination.  For the avoidance of doubt, the term “benefits” as used in this Section 12 shall not include accrued but unused vacation.

(e) If Employee’s employment is terminated either pursuant to Employee’s death or Employee’s disability, Employee shall receive no further compensation or benefits other than: (i) all unpaid compensation and benefits that have accrued through the date of termination; and (ii) any unused vacation that has accrued through the date of termination, computed on a daily basis. Employer shall pay the foregoing amounts to Employee or Employee’s estate, in the event of death, in a lump-sum payment within 10 business days of the date of termination or notice of such termination, whichever is later.

(f) If Employee’s employment is terminated by Employer without Cause or if Employee’s employment is terminated by Employee for Good Reason, then (i) Employee shall be entitled to receive all unpaid compensation and unused vacation time that have accrued through the date of termination, which shall be paid in one lump sum cash payment within five

(g) As used in this Agreement, “Good Reason” means the satisfaction of all of the following requirements:

(i) Subject to the satisfaction of Section 12(g)(ii) hereof, the facts and circumstances that shall constitute Good Reason are as follows:  (A) without Employee’s consent, Employer materially diminishes Employee’s then-current Base Salary rate, meaning by 10% or more, other than a diminution made pursuant to a broad-based, employee-wide salary reduction program adopted by the Board of Directors; (B) without Employee’s consent, Employer materially diminishes (excluding premium adjustments and changes generally applicable to employees of Employer) any benefit granted or provided pursuant to Section 5 hereof, other than as part of a reduction in benefits applicable to all executive officers or employees of Employer; (C) without Employee’s consent, Employer materially diminishes Employee’s management authority with respect to Employer’s finance and accounting department; (D) without Employee’s consent, Employer requires Employee to perform his Duties primarily from an Employment Location that is more than forty-five (45) miles from the Employee’s most recently-designated Employment Location; or (E) Employer breaches any material provision of this Agreement, including, without limitation, Section 3 or Section 5 hereof.

(ii) The Employee shall have given the Employer written notice within 30 days of his knowledge of the existence of any fact or circumstance constituting Good Reason as described in Section 12(g)(i) hereof, and the Employer shall failed to cure or eliminate such fact(s) or circumstance(s) within 30 days of its receipt of such notice.

(h) Employer’s obligation to pay any Severance or a Change in Control Payment (as defined in Section 12(j) hereof) will not apply unless Employee (i) has been terminated as, or resigns as, an officer of Employer and Employer’s Affiliates, if any, to the extent each is applicable, (ii) has returned all Employer property and (iii) signs and does not revoke a general release of claims (in a form prescribed by Employer) of all known and unknown claims that Employee may then have against Employer and/or its Affiliates (the “Release”) and provided that such Release becomes effective and irrevocable no later than 60 days following the termination date (such deadline, the “Release Deadline”). If the Release does not become

(i) In the event Employee is terminated pursuant to Section 16(j) hereof, Employee shall be entitled to receive only the compensation and benefits set forth in Section 16(j).

(j) Notwithstanding any provisions hereof to the contrary, if there occurs a Change in Control (as defined below) of the Employer and, within 180 days after the date of the closing of the transaction effecting such Change in Control, Employer terminates Employee’s employment without Cause (including by not renewing Employee’s employment under this Agreement for a Renewal Term at the end of its then-current Term) and not upon Employee’s death or disability, or Employee terminates Employee’s employment for Good Reason, then (i) Employer shall pay Employee, in lieu of Severance that would otherwise be payable pursuant to Section 12(f)(ii)(A) hereof but in addition to the amount set forth in Section 12(f)(i) hereof, a lump sum cash payment (the “Change in Control Payment”) in an amount equal to 12 months’ Base Salary (at Employee’s then-current Base Salary rate), and (ii) in lieu of the medical benefits that may be provided pursuant to Section 12(f)(ii)(B) hereof, Employee may continue to participate in Employer’s medical benefits plan(s) during the 12 months immediately following the termination of his Employment on the same terms and conditions that apply to similarly-situated Executive Vice Presidents of Employer.  Subject to Section 12(h), Section 12(k) and Section 12(l) hereof, Employer shall make the Change in Control Payment within two (2) weeks after the date the Release becomes effective and irrevocable.  As used in this Section, “Change in Control” shall mean:

(i) any transaction, whether by merger, consolidation, asset sale, tender offer, reverse stock split, or otherwise, which results in the acquisition or beneficial ownership (as such term is defined under rules and regulations promulgated under the Exchange Act) by any person or entity or any group of persons or entities acting in concert, of 50% or more of the outstanding shares of common stock of Employer;

(ii) the sale of all or substantially all of the assets of the Employer; or

(iii) the liquidation of the Employer.

(i) If the Employee is suspended and/or temporarily prohibited from participating in the conduct of the Employer’s affairs by a notice served under Section 8(e)(3) or (g)(1) of Federal Deposit Insurance Act (12 U.S.C. § 1818(e)(3) and (g)(1)) the Employer’s obligations under this Agreement shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer may in its discretion (A) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (B) reinstate (in whole or in part) any of its obligations which were suspended.

(ii) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Employer’s affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. § 1818(e)(4) or (g)(1)), all obligations of

(iii) If the Employer is in default, as defined in Section 3(x)(1) of the Federal Deposit Insurance Act (12 U.S.C. § 1813(x)(1)), all obligations under this Agreement shall terminate as of the date of default, but this paragraph (iii) shall not affect any vested rights of the Parties:

(iv) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the Agreement is necessary for the continued operation of Employer:

13. Withholding of Taxes.  All compensation and benefits payable to Employee under this Agreement, including, without limitation, Severance and the Change in Control Payment, shall be subject to all applicable tax withholding requirements.

14. Employee’s Representations and Warranties.

(a) Employee represents and warrants to Employer that he is not a party to or otherwise subject to or bound by the terms of any contract, agreement or understanding which in any manner would limit or otherwise affect his ability to provide the Duties hereunder, including, without limitation, any contract, agreement or understanding containing terms and provisions similar in any manner to those contained in Section 9 of this Agreement. 

(b) Employee represents, warrants and covenants to Employer that he will not disclose to Employer or otherwise use, in the course of his employment with Employer, any confidential information that he is restricted from disclosing or using pursuant to any other agreement or duty to any other Person.

15. Notices.  Any notice or other communication required or permitted to be given to a Party shall be in writing and addressed to such Party as set forth below. Notices shall be effective

16. Miscellaneous.

(a) This Agreement, together with Exhibit A, constitutes and expresses the whole agreement of the Parties in reference to the employment of Employee by Employer, and there are no representations, inducements, promises, agreements, arrangements, or undertakings oral or written, between the Parties other than those set forth herein.

(b) This Agreement has been made in and shall be governed by and construed in accordance with the laws of the State of Maryland, exclusive of any conflicts of law principle which would apply the law of another jurisdiction, and, to the extent applicable, the laws of the United States, whether as to its validity, construction, capacity, performance or otherwise.  THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION ARISING UNDER THIS AGREEMENT.  Any judicial proceeding arising out of or relating to this Agreement (including any declaratory judgments) shall, if it is to be filed in State court, be filed exclusively in the State courts located in Baltimore County, Maryland or, if is to be filed in Federal court, be filed exclusively in the Federal courts located in Baltimore, Maryland, and each Party hereby consents to, and will submit to, the personal and subject matter jurisdiction of such courts in any proceeding to enforce any of its obligations under this Agreement and shall not contend that any such court is an improper or inconvenient venue.  The foregoing shall not limit the right of any Party to obtain execution of judgment in any other jurisdiction. 

(c) It is the desire and intent of the Parties that the provisions contained in each Section of this Agreement, and within the subsections of such Sections, especially (but in no way limited to) those provisions of Section 9 hereof, are intended to be separate and divisible,

(d) Without limiting the generality of the provisions of Section 16(c) hereof, the Parties agree that the existence of any claim, suit or action by Employee against Employer, whether predicated upon this Agreement or any other agreement, shall not constitute a defense to Employer’s enforcement of any covenant made by Employee in Section 7 through Section 10, inclusive, of this Agreement. 

(e) Time is of the essence in this Agreement.

(f) This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and assigns. This Agreement shall not be assignable by Employee.

(g) This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall constitute but a single instrument.  The exchange of copies of this Agreement and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of an original of this Agreement for all purposes.  Signatures of the Parties transmitted by facsimile or PDF transmission shall be deemed to be their original signatures for all purposes.

(h) The provisions of Section 7 and of Sections 9 through 16, inclusive, of this Agreement shall survive the termination of the Employee’s employment under this Agreement and shall remain in full force and effect until the Parties have fully performed thereunder and, in any event, until the applicable statute of limitations thereon have expired. 

(i) The headings of Sections and subsections contained in this Agreement are provided for convenience only.  They form no part of this Agreement and shall not affect its construction or interpretation.  All references to Sections, subsections, paragraphs, clauses or other subdivisions in this Agreement refer to the corresponding Sections, subsections, paragraphs, clauses or other subdivisions of this Agreement.  All words used in this Agreement shall be construed to be of such gender or number as the circumstances require.  Unless otherwise specifically noted, the words “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular Section, subsection, paragraph, clause or other subdivision of this Agreement.

(j) Upon acceptance by the Parties, this Agreement shall be contingent upon a work history, criminal and academic background check of Employee by Employer and appropriate banking regulatory agencies, if applicable. In the event that in the reasonable determination of Employer or a banking regulatory agency, Employee has been less than forthright in his disclosure of such information to Employer or the appropriate banking regulatory agency objects to Employee’s service as Executive Vice President, without conditions, then this Agreement shall be null and void other than Employer shall pay to Employee an amount equal to all accrued and unpaid compensation and benefits through the effective date of any such notice.