Acknowledgment of Termination Payment Limitation by James W. Cornelsen to Old Line Bancshares, Inc.

Summary

James W. Cornelsen acknowledges to Old Line Bancshares, Inc. that, under Section 111(b) of the Emergency Economic Stabilization Act, his termination payments under his employment agreement will be capped at 2.99 times his average annual compensation for the previous five years, as long as the U.S. Department of the Treasury holds a debt or equity interest in the company. This acknowledgment is related to the company's issuance of preferred stock and a warrant to the Treasury.

EX-10.3.1 2 w73384exv10w3w1.htm EX-10.3.1 exv10w3w1

Exhibit 10.3.1

January 27, 2009

Old Line Bancshares, Inc.
1525 Pointer Ridge Place
Bowie, Maryland 20716
Attn: Board of Directors

Dear Ladies and Gentlemen:

On December 5, 2008, Old Line Bancshares, Inc. (“OLBK”) issued 7,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A (“Preferred Stock”) and a warrant to purchase 141,892 shares of common stock (“Warrant”) to the U.S Department of the Treasury (“Treasury”) pursuant to the terms and conditions of the letter agreement and securities purchase agreement entered into by and between OLBK and Treasury (collectively, the “Agreements”). I hereby acknowledge that Section 111(b) of the Emergency Economic Stabilization Act provides that as long as Treasury owns a debt or equity position in OLBK, any termination payments due to me pursuant to Section 3.7 of my employment agreement dated March 30, 2003, as last amended effective January 1, 2007, will be limited to 2.99 times my average annual compensation over the five preceding taxable years.


	Very truly yours,
	/s/ James W. Cornelsen

	James W. Cornelsen