Bay Bancorp, Inc. (NASDAQ:BYBK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02.

(c)Compensatory Arrangements.

On April 14, 2017, Bay Bancorp, Inc. (the Company) and Bay Bank,
FSB (the Bank and, together with the Company, the Employer)
entered into an employment agreement with Joseph J. Thomas
providing for his continued service as the President and Chief
Executive Officer of the Company and the Bank (the Agreement).

The Agreement provides for an initial one-year term, with
successive one-year renewal terms unless either party provides
the other party with 90 days prior written notice of its
intention to not renew the term of Agreement upon its normal
expiration. The Agreement sets Mr. Thomas annual base salary
level at $315,000, subject to periodic review, and provides that
he will be eligible to participate in such equity compensation,
bonus, incentive and other executive compensation programs as may
be made available to senior management of the Employer from time
to time. The employee benefits to be provided to the Agreement
include a monthly automobile allowance, four weeks of paid
vacation, a minimum of $315,000 in group term life insurance
coverage and such other employee benefits as may be made
available from time to time to similarly-situated executive
officers of the Employer.

The Agreement provides that, upon the termination of Mr. Thomas
employment for any reason, he will be entitled to receive all
unpaid compensation and benefits that have accrued through the
date of termination. If, during a term, his employment is
terminated because of his death or disability, then the Agreement
provides that Mr. Thomas will be entitled to also receive the
cash value of any unused vacation and the pro-rated portion of
the cash-based performance bonus that he would have earned for
the year in which the termination occurs had his employment not
ended. If, during a term, Mr. Thomas is terminated without Cause
(as defined in the Agreement) or if Mr. Thomas terminates his
employment for Good Reason (as defined in the Agreement), then
(i) he will receive the cash value of any unused vacation, (ii)
he will receive, as severance, continued base salary at his
then-current rate for 12 months following termination, (iii) he
will have the right to continue his participation in the
Employers health, dental and life insurance benefit plans during
the period that the severance is paid, the costs of which will be
paid by the Bank, and (iv) any unvested equity awards that he
holds will immediately vest and become payable or exercisable to
their terms. If, however, a termination without Cause or for Good
Reason occurs within three months before or 12 months after (the
Protection Period) a Change in Control (as defined in the
Agreement), or if Mr. Thomas employment ends during the
Protection Period because the Employer has elected not to renew
the term of the Agreement upon its normal expiration, then, in
lieu of the severance and benefits described in items (ii) and
(iii) above, respectively (but in addition to the benefits
described in items (i) and (iv) above), Mr. Thomas will be
entitled to a lump sum change-in-control severance payment equal
to 2.0 times his then-current base salary rate and he will have
the right to continue his participation in the Employers health,
dental and life insurance benefit plans for a period of 12
months, the costs of which will be paid by the Bank. The
Agreement provides that if the Employer determines that the
aggregate present value of that portion of this change in control
severance payment that is considered Contingent Payments (as
defined in the Agreement) and all other Contingent Payments
payable to Mr. Thomas exceeds 2.99 times his Base Amount (as
defined in the Agreement), such that the excise tax under Section
4999 of the Internal Revenue Code of 1986, as amended, would
otherwise be triggered, then the change in control severance
payment will be reduced to the extent necessary to avoid the
imposition of that excise tax. If Mr. Thomas employment ends
because the Employer has elected not to renew the term of
Agreement upon its normal expiration and that termination does
not occur during the Protection Period, then Mr. Thomas will be
entitled to receive continued base salary payments for three
months following the date of termination. Except for the accrued
but unpaid compensation and benefits payable in the case of any
termination, the cash value of unused vacation payable in the
event of Mr. Thomas death or disability and the pro-rated bonus
payable upon Mr. Thomas death, the payment of all the foregoing
amounts is conditioned upon Mr. Thomas execution, delivery and
non-revocation of a Separation Agreement in substantially the
form attached to the Agreement and, in certain cases, his
compliance with certain notice and other requirements.

The Agreement provides that, for 12 months following the
termination of his employment for any reason, Mr. Thomas may not,
directly or indirectly, (i) compete with the Bank or its
affiliates from or at any place in the State of Maryland that is
located within 60 miles of his most-recently designated
employment location at the Employer, (ii) solicit the Employers
business relationships, or (iii) solicit, engage or hire any of
the Employers independent contractors or employees. In addition
to the foregoing, the Agreement contains representations and
warranties by Mr. Thomas, covenants regarding confidentiality of
Employer information and the return of Employer property upon
termination, and other provisions that are customary for this
type of employment agreement.

The foregoing discussion of the Agreement is intended only as a
summary of the Agreements material terms and is qualified in its
entirety by the text of the Agreement, a copy of which is filed
as Exhibit 10.1 to this report.

(d)Exhibits.

The exhibits furnished with this report are listed in the Exhibit
Index which immediately follows the hereto, which Exhibit Index
is incorporated herein by reference.

About Bay Bancorp, Inc. (NASDAQ:BYBK)

Bay Bancorp, Inc., formerly Carrollton Bancorp, is a savings and loan holding company. The Company operates through its subsidiary, Bay Bank, FSB (the Bank). It operates in the Community Banking segment. The Bank serves local consumers, small and medium size businesses, professionals and other customers by offering a range of financial products and services, including online and mobile banking, commercial banking, cash management, mortgage lending and retail banking. Its funds a range of loan types, including commercial and residential real estate loans, commercial term loans, lines of credit, consumer loans and letters of credit. It offers its customers wire transfer services, automated clearinghouse (ACH) services, automated teller machine (ATM) and check cards. It also offers telephone banking services and Internet bill paying services. It also offers remote deposit capture to its commercial customers and mobile capture to its business and consumer customers.

Bay Bancorp, Inc. (NASDAQ:BYBK) Recent Trading Information

Bay Bancorp, Inc. (NASDAQ:BYBK) closed its last trading session down -0.05 at 7.20 with 6,542 shares trading hands.