Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 14, 2019, the stockholders of CBM Bancorp, Inc. (the "Company") approved
the Company's 2019 Equity Incentive Plan (the "Plan"), to provide officers,
employees and directors of the Company and Chesapeake Bank of Maryland (the
"Bank") with additional incentives to promote the growth and performance of the
Company and the Bank. The Board of Directors and the Compensation Committee
believe that the Plan is in the best interests of the Company and its
stockholders as the Plan provides the ability to retain and reward and, to the
extent necessary, attract and incentivize employees, officers and directors to
promote growth, improve performance and further align their interests with those
of the Company's stockholders through the ownership of additional common stock.
On May 21, 2020, the Compensation Committee determined that the award of stock
options and restricted stock awards to certain senior officers and other key
operational employees of the Company and the Bank (the "2020 Awards") would
provide additional compensation and retention incentives necessary to promote
the business of the Company and the Bank over the next three to five years.
The terms of the 2020 Awards include: (i) the 2020 Awards will vest over a
five-year period, with 60% becoming vested as of June 30, 2023 and after
completion of three years of service following the date of grant, and an
additional 20% will vest following each year of continued service over the next
two years on June 30, 2024 and June 30, 2025; (ii) the exercise price of the
stock options is $11.90 per share, the closing price of Company common stock on
May 21, 2020; and (iii) the 2020 Awards will vest fully upon the death or
disability of the award recipient or upon a change in control of the Company or
the Bank.
Incentive stock options and Non-Qualified stock options to purchase an aggregate
of 54,900 shares of common stock and restricted stock awards for a total of
7,960 shares of common stock were awarded to nine senior officers and other key
operational employees, including a grant of options to purchase 6,000 shares of
common stock to Jodi L. Beal, Executive Vice President and Chief Financial
Officer of the Company. Currently no shares authorized under the Plan are
available for additional awards.
The Form of Non-Qualified Stock Option Agreement, Form of Incentive Stock Option
Agreement and Form of Restricted Stock Award Agreement are enclosed as Exhibits
10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Document
10.1 Form of Non-Qualified Stock Option Award Agreement
10.2 Form of Incentive Stock Option Award Agreement
10.3 Form of Restricted Stock Award Agreement
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