UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): April 9, 2007
SHORE
BANCSHARES, INC.
(Exact
name of registrant as specified in its charter)
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Maryland
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0-22345
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52-1974638
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(State
or other jurisdiction of
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(Commission
file number)
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(IRS
Employer
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incorporation
or organization)
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Identification
No.)
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18
East Dover Street, Easton, Maryland 21601
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (410)
822-1400
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations 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
5.02. Departure
of Directors or Principal Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) Compensatory
Arrangements.
On
April
9, 2007, Shore Bancshares, Inc. and William W. Duncan entered into a Restricted
Stock Award Agreement pursuant to which the Company granted Mr. Duncan 3,845
restricted shares of its common stock (the “Restricted Stock”) under the 2006
Shore Bancshares, Inc. Stock and Incentive Compensation Plan. The award was
made
pursuant to the terms of his employment arrangement, as previously disclosed.
The shares of Restricted Stock vest in 20% increments each April 9 beginning
on
April 9, 2008, except that the final 20% will vest on March 11, 2012.
All unvested shares will immediately vest upon a Change in Control (as
defined in the award agreement) or the death of Mr. Duncan. Upon the termination
of Mr. Duncan's employment other than because of death, all unvested shares
will
lapse and be forfeited. The form of the Restricted Stock Award Agreement is
attached hereto as Exhibit 10.1.
Item
9.01. Financial
Statements and Exhibits.
(c)
Exhibits:
Exhibit
10.1—Form
of
Restricted Stock Award Agreement (filed herewith).
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by
the undersigned, thereunto duly authorized.
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SHORE
BANCSHARES, INC.
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Dated:
April 10, 2007
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By:
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/s/
W. Moorhead
Vermilye
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W.
Moorhead Vermilye
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President
and CEO
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EXHIBIT
INDEX
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Exhibit
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Number
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Description
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10.1
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Form
of Restricted Stock Award Agreement (filed
herewith).
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