S-8

As filed with the Securities and Exchange Commission on August 15, 2019

Registration No. 333-_________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CBM BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland	83-1095537
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

2001 East Joppa Road

Baltimore, Maryland 21234

(410) 665-7600

(Address of Principal Executive Offices)

CBM Bancorp, Inc. 2019 Equity Incentive Plan

(Full Title of the Plan)

Copies to:

Joseph M. Solomon	Edward Crosland, Esq.
President	Richard Fisch, Esq.
CBM BANCORP, Inc.	Jones Walker LLP
2001 East Joppa Road	1227 25th Street, N.W.
Baltimore, Maryland 21234	Suite 200
(410) 665-7600	Washington, D.C. 20037
(Name, Address and Telephone Number of Agent for Service)	(202) 434-4660

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common stock, par value $0.01 per share	592,480 shares(2)	$        (3)(4)	$        (4)	$964.28(4)

(1) Together with an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance pursuant to the CBM Bancorp, Inc. 2019 Equity Incentive Plan (the “Equity Plan”) as a result of a stock split, stock dividend or similar adjustment of the outstanding common stock of CBM Bancorp, Inc. (the “Registrant”) pursuant to 17 C.F.R. Section 230.416(a) under the Securities Act of 1933, as amended (the “Securities Act”).

(2) Represents the number of shares of common stock reserved for issuance under the Equity Plan for any grants of stock options and restricted stock.

(3) Determined pursuant to 17 C.F.R. Sections 230.457(h)(1) and 230.457(c) of the Securities Act.

(4) Estimated solely for the purpose of calculating the registration fee and calculated pursuant to Rule 457(c) and 457(h) based on (i) the exercise price of $13.40 for stock options previously granted on May 14, 2019 to acquire 368,300 shares of Common Stock of the Registrant, (ii) the last reported sale price of $13.40 for the Common Stock of the Registrant on May 14, 2019 with respect to the award of 161,320 shares of Common Stock of the Registrant related to restricted stock awards granted on May 14, 2019, and (iii) the $13.668 average price of the $13.668 (high) and $13.668 (low) prices for the remaining 62,860 unawarded shares of Common Stock of the Registrant as reported on the NASDAQ Capital Market on August 9, 2019.

This Registration Statement shall become effective upon filing in accordance with Section 8(a) of the Securities Act and 17 C.F.R. § 230.462 under the Securities Act.

PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Items 1 and 2. Plan Information; and Registrant Information and Employee Plan Annual Information

The documents containing the information for the Equity Plan specified in Part I of Form S-8 have been or will be sent or given to participants in the Plan as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act.

Such documents are not being filed with the Commission, but constitute (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents previously or concurrently filed with the Commission by the Registrant are hereby incorporated by reference in this Registration Statement:

(a)   The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 001-38680), filed with the Commission on March 27, 2019 pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

(b)  The Registrant’s Quarterly Reports on Form 10-Q for the fiscal periods ended March 31, 2019 and June 30, 2019, filed with the Commission on May  15, 2019 and August 14, 2019, respectively;

(c)   The Registrant’s Current Report on Form 8-K (other than those portions furnished under items 2.02, 7.01 or 9.01 of Form 8-K) filed with the Commission on May 20, 2019;

(d)  The description of the Registrant’s common stock contained in the Registration Statement on Form 8-A filed with the Commission on September 27, 2018 to register the Registrant’s common stock under the Exchange Act (Commission File No. 001-38680); and

(e)  All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the year covered by the Annual Report on Form 10-K referred to in (a) above.

All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the date hereof, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this Registration Statement and to be a part thereof from the date of the filing of such documents. Any statement contained in the documents incorporated, or deemed to be incorporated, by reference herein or therein shall be deemed to be modified or superseded for purposes of this Registration Statement and the prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or therein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement and the prospectus.

All information appearing in this Registration Statement and the prospectus is qualified in its entirety by the detailed information, including financial statements, appearing in the documents incorporated herein or therein by reference.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

None.

Item 6. Indemnification of Directors and Officers

Articles 9 and 10 of the Articles of Incorporation of the Registrant set forth circumstances under which directors, officers, employees and agents of the Registrant may be insured or indemnified against liability which they incur in their capacities as such:

ARTICLE 9. Indemnification. The Registrant shall indemnify (A) its directors and officers, whether serving the Registrant or at its request any other entity, to the fullest extent required or permitted by the general laws of the State of Maryland now or hereafter in force, including the advance of expenses under the procedures required, and (B) other employees and agents to such extent as shall be authorized by the Board of Directors or the Registrant’s Bylaws and be permitted by law. The foregoing rights of indemnification shall not be exclusive of any rights to which those seeking indemnification may be entitled. The Board of Directors may take such action as is necessary to carry out these indemnification provisions and is expressly empowered to adopt, approve and amend from time to time such Bylaws, resolutions or contracts implementing such provisions or such further indemnification arrangements as may be permitted by law. No amendment or repeal of these Articles shall limit or eliminate the right to indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal. Any indemnification payments made pursuant to this Article 8 are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. § 1828(k)) and the regulations promulgated thereunder.

ARTICLE 10. Limitation of Liability of Officers and Directors. An officer or director of the Registrant, as such, shall not be liable to the Registrant or its stockholders for money damages, except (A) to the extent that it is proved that the person actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received; or (B) to the extent that a judgment or other final adjudication adverse to the person is entered in a proceeding based on a finding in the proceeding that the person’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding; or (C) to the extent otherwise provided by the Maryland General Corporation Law (“MGCL”). If the MGCL is amended to further eliminate or limit the personal liability of officers and directors, then the liability of officers and directors of the Registrant shall be eliminated or limited to the fullest extent permitted by the MGCL, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the Registrant shall not adversely affect any right or protection of a director or officer of the Registrant existing at the time of such repeal or modification.

Pursuant to the MGCL, the Registrant is permitted to purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the Registrant. The Registrant and Chesapeake Bank of Maryland currently maintain such a policy.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, or the Securities Act, may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 7. Exemption From Registration Claimed

Not applicable.

Item 8. Exhibits

Regulation S-K Exhibit Number	Document	Reference to Prior Filing or Exhibit No. Attached Hereto
4.1	Form of Common Stock Certificate	*
5.1	Legal Opinion of Jones Walker LLP	Attached as Exhibit 5.1
10.1	CBM Bancorp, Inc. 2019 Equity Incentive Plan	**
10.2	Form of Restricted Stock Award Agreement	Attached as Exhibit 10.2
10.3	Form of Incentive Stock Option Award Agreement	Attached as Exhibit 10.3
10.4	Form of Non-Qualified Stock Option Award Agreement	Attached as Exhibit 10.4
23.1	Consent of Jones Walker LLP	Contained in Exhibit 5.1
23.2	Consent of Independent Registered Public Accounting Firm	Attached as Exhibit 23.2
24.1	Power of Attorney	Contained on Signature Page

* Incorporated by reference to Exhibit 4 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-225353), originally filed by the Registrant under the Securities Act with the Commission on June 1, 2018, and all amendments or reports filed to update such description.

** Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38680), filed by the Registrant under the Exchange Act on May 20, 2019.

Item 9. Undertakings

(a)    The undersigned Registrant hereby undertakes:

(1)    To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)    To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)    To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;

(iii)    To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do no apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2)    That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)    The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)    The undersigned Registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report, to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

(d)    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Baltimore, Maryland, on August 15, 2019.

	CBM BANCORP, INC.
By:	/s/ Joseph M. Solomon
	Joseph M. Solomon
	President
	(Duly Authorized Representative)

POWER OF ATTORNEY

We, the undersigned directors and officers of the Registrant hereby severally constitute and appoint Joseph M. Solomon, as our true and lawful attorney and agent, to do any and all things in our names in the capacities indicated below which said Joseph M. Solomon may deem necessary or advisable to enable the Registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the registration of shares of common stock to be issued upon the exercise of stock options and the award of restricted stock under the CBM Bancorp, Inc. 2019 Equity Incentive Plan, including specifically, but not limited to, power and authority to sign for us in our names in the capacities indicated below the registration statement and any and all amendments (including post-effective amendments) thereto; and we hereby approve, ratify and confirm all that said Joseph M. Solomon shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signatures	Title	Date
/s/ Joseph M. Solomon	President and Director	August 15, 2019
Joseph M. Solomon	(Principal Executive Officer)
/s/ Jodi L. Beal	Executive Vice President, Chief Financial	August 15, 2019
Jodi L. Beal	Officer and Treasurer (Principal Financial and Accounting Officer)
/s/ William J. Bocek Jr.	Chairman and Director	August 15, 2019
William J. Bocek, Jr.
/s/ Francis X. Bossle Jr.	Director	August 15, 2019
Francis X. Bossle, Jr.
/s/ Glenn C. Ercole	Director	August 15, 2019
Glenn C. Ercole
/s/ Gail E. Smith	Director	August 15, 2019
Gail E. Smith
/s/ Benny C. Walker	Director	August 15, 2019
Benny C. Walker
/s/ William W. Whitty, Jr.	Director	August 15, 2019
William W. Whitty, Jr.

EX-5.1

Exhibit 5.1

Jones Walker LLP

1227 25^th Street, N.W.

Suite 200

Washington, D.C. 20037

(202) 434-4660

August 15, 2019

Board of Directors

CBM Bancorp, Inc.

2001 East Joppa Road

Baltimore, Maryland 21234

RE: Registration Statement on Form S-8:

CBM Bancorp. Inc. 2019 Equity Incentive Plan

Ladies and Gentlemen:

We have acted as special counsel to CBM Bancorp, Inc., a Maryland corporation (the “Company”), in connection with the preparation of the Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to, among other things, the issuance of up to 592,480 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), pursuant to stock options and restricted stock awards to be granted under the Company’s 2019 Equity Incentive Plan (the “Plan”), as more fully described in the Registration Statement. You have requested the opinion of this firm with respect to certain legal aspects of the proposed offering.

We have examined such documents, records, and matters of law as we have deemed necessary for purposes of this opinion. In our examination, we have assumed the genuiness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as original documents, and the conformity to original documents of all documents submitted to us as certified, facsimile, electronic or photostatic copies. Based thereon, we are of the opinion that the shares of Common Stock are duly authorized for issuance, and, when issued in accordance with the terms and conditions of the Plan, will be validly issued, fully paid, and non-assessable.

The foregoing opinion is limited to the laws of the State of Maryland, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Sincerely,

/s/ Jones Walker LLP

JONES WALKER LLP

EX-10.2

Exhibit 10.2

Form of Restricted Stock Award Agreement

CBM BANCORP, INC.

2019 EQUITY INCENTIVE PLAN

RESTRICTED STOCK AWARD

OFFICERS AND EMPLOYEES

This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2019 Equity Incentive Plan (the “Plan”) of CBM Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided or made available to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Company (“Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all present and future subsidiaries of the Company as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). Capitalized terms used herein but not defined will have the same meaning as in the Plan.

1. Name of Participant:                                                                  

2. Date of Grant.                                         .

3. Total number of shares of Company common stock, $0.01 par value per share, covered by the Restricted Stock Award:                             

4. Vesting Schedule. Except as otherwise provided in this Agreement, this Restricted Stock Award, or portion thereof, first becomes earned and vested in accordance with the vesting schedule specified herein, provided that the Participant shall continue in the Service of the Company as of such Vesting Date, as follows:

Vesting Date                             Number of Shares Vesting

Vesting will automatically accelerate pursuant to Sections 2.7 and 4.1 of the Plan (in the event of the death or Disability of the Participant or upon a Change in Control of the Company).

5. Grant of Restricted Stock Award.

The Restricted Stock Award will be in the form of issued and outstanding shares of Stock that will be either registered in the name of the Participant and held by the Company, together with a stock power executed by the Participant in favor of the Company, pending the vesting or forfeiture of the Restricted Stock, or registered in the name of, and delivered to, the Participant. Notwithstanding the foregoing, the Company may in its sole discretion, issue Restricted Stock in any other format (e.g., electronically) in order to facilitate the paperless transfer of such Awards.

If certificated, the certificates evidencing the Restricted Stock Award will bear a legend in accordance with Section 2.3(a) of the Plan restricting the transferability of the Restricted Stock at all times prior to the applicable vesting date. The Restricted Stock awarded to the Participant will not be sold, encumbered hypothecated or otherwise transferred except in accordance with the terms of the Plan and this Agreement.

6. Terms and Conditions.

6.1 Once certificated, the Participant will have the right to vote the shares of Restricted Stock awarded hereunder on matters which require stockholder vote.

6.2 Any cash dividends or distributions declared with respect to shares of Stock subject to the Restricted Stock Award prior to the vesting date will be distributed to the Participant within 30 days following the respective dividend payment date.

7. Delivery of Shares.

Delivery of shares of Stock under this Restricted Stock Award will comply with all applicable laws (including, the requirements of the Securities Act), and the applicable requirements of any securities exchange or similar entity.

8. Change in Control.

8.1 In the event of a Change in Control, all Restricted Stock Awards held by the Participant will become fully earned and vested.

8.2 A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan.

9. Adjustment Provisions.

This Restricted Stock Award, including the number of shares subject to the Restricted Stock Award, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of, Section 3.4 of the Plan.

10. Effect of Termination of Service on Restricted Stock Award.

10.1 This Restricted Stock Award will vest as follows:

(i) Death. In the event of the Participant’s Termination of Service by reason of the Participant’s death, all Restricted Stock will vest as to all shares subject to an outstanding Award, whether or not immediately vested, at the date of Termination of Service.

(ii) Disability. In the event of the Participant’s Termination of Service by reason of Disability, all Restricted Stock will vest as to all shares subject to an outstanding Award, whether or not immediately vested, at the date of Termination of Service.

(iii) Termination for Cause. If the Participant’s Service has been terminated for Cause, all Restricted Stock granted to a Participant that has not vested will immediately expire and be forfeited.

(iv) Other Termination. If a Participant terminates Service for any reason other than due to death or Disability, following a Change in Control or for Cause, all shares of Restricted Stock awarded to the Participant which have not vested as of the date of Termination of Service will expire and be forfeited.

11. Miscellaneous.

11.1 Except as otherwise provided herein, no Restricted Stock Award will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.

11.2 This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.

11.3 Restricted Stock Awards are not transferable prior to the time such Awards vest in the Participant.

11.4 This Restricted Stock Award will be governed by and construed in accordance with the laws of the State of Maryland.

11.5 This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of Stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof as determined by the Committee in its sole discretion.

11.6 Subject to written consent by the Committee, the Participant shall have the right to direct the Company to collect federal, state and local income taxes and the employee portion of FICA taxes (Social Security and Medicare) with respect to any Restricted Stock Award in accordance with Section 7.8 of the Plan. Notwithstanding the foregoing, the Company shall have the right to require the Participant to pay the Company the amount of any tax that the Company is required to withhold with respect to such vesting of the Restricted Stock Award or the Company may retain or sell without notice, a sufficient number of shares of Stock necessary to cover the minimum amount required to be withheld under applicable law.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name and on its behalf as of the date of grant of this Restricted Stock Award set forth above.

CBM BANCORP, INC.

By:

Its:

PARTICIPANT’S ACCEPTANCE

As of the date of grant of this Restricted Stock Award set forth above, the undersigned hereby accepts the foregoing Restricted Stock Award and agrees to the terms and conditions hereof, including the terms and provisions of the 2019 Equity Incentive Plan. The undersigned hereby acknowledges receipt of a copy of the Company’s 2019 Equity Incentive Plan.

PARTICIPANT
By:	.

EX-10.3

Exhibit 10.3

FORM OF INCENTIVE STOCK OPTION AWARD AGREEMENT

CBM BANCORP, INC.

2019 EQUITY INCENTIVE PLAN

INCENTIVE STOCK OPTION AWARD AGREEMENT

This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2019 Equity Incentive Plan (the “Plan”) of CBM BANCORP, INC. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided, or made available, to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Company (“Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all present and future subsidiaries of the Company as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). Capitalized terms used herein but not defined will have the same meaning as in the Plan.

1. Name of Participant: _______________________

2. Date of Grant: _______________

3. Total number of shares of Company common stock, $0.01 par value per share, that may be acquired pursuant to this Option: _________

• This is an Incentive Stock Option (“ISO”) to the maximum extent permitted under Code Section 422(d). Options which are first exercisable in any calendar year in excess of the ISO limit shall be deemed not to qualify of ISOs.

4.    Exercise price per share. $________ [Maximum # of ISO options that may be first vested in any calendar year: _________ Options.]

5. Expiration Date of Option. _____________

6. Vesting Schedule. Except as otherwise provided in this Agreement, this Option first becomes exercisable, subject to the Option’s expiration date, in accordance with the vesting schedule specified herein, provided that the Participant continues in the Service of the Company as of such Vesting Date, as follows:

Vesting Date Number of Options Vesting

This Option may not be exercised at any time on or after the Option’s expiration date. Vesting will automatically accelerate pursuant to Sections 2.7 and 4.1 of the Plan (in the event of the death or Disability of the Participant or following a Change in Control).

7. Exercise Procedure.

7.1 Delivery of Notice of Exercise of Option. This Option will be exercised in whole or in part by the Participant’s delivery to the Company of written notice (the “Notice of Exercise of Option” attached hereto as Exhibit A) setting forth the number of shares with respect to which this Option is to be exercised, together with payment by cash or other means acceptable to the Committee, including:

• Cash or personal, certified or cashier’s check in full/partial payment of the purchase price.

• Stock of the Company in full/partial payment of the purchase price.

• By a net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any required tax withholding).

• By selling shares from my Option shares through a broker in full/partial payment of the purchase price.

7.2 “Fair Market Value” shall have the meaning set forth in Section 9.1 of the Plan.

8. Delivery of Shares.

8.1 Delivery of Shares. Delivery of shares of Common Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act) and the applicable requirements of any securities exchange or similar entity.

9. Change in Control.

9.1 In the event of a Change in Control, all Options held by the Participant, whether or not exercisable at such time, will become fully exercisable, subject to the expiration provisions otherwise applicable to the Option.

9.2 A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan.

10. Adjustment Provisions.

This Option, including the number of shares subject to the Option and the exercise price, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of Section 3.4 of the Plan.

11. Termination of Option and Accelerated Vesting.

This Option will terminate upon the expiration date, except as set forth in the following provisions:

(i) Death. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s death. This Option may thereafter be exercised by the Participant’s legal representative or beneficiaries for a period of one (1) year from the date of death, subject to termination on the expiration date of this Option, if earlier. In order for the Options to have ISO treatment, the Participant’s death must have occurred while employed or within three months of Termination of Service.

(ii) Disability. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s Disability. This Option may thereafter be exercised for a period of one (1) year from the date of such Termination of Service by reason of Disability, subject to termination on the Option’s expiration date, if earlier.

(iii) Termination for Cause. If the Participant’s Service has been terminated for Cause, all Options that have not been exercised will expire and be forfeited.

(iv) Other Termination. If the Participant’s Service terminates for any reason other than due to death or Disability, or following a Change in Control or for Cause, this Option may thereafter be exercised, to the extent it was exercisable at the time of such termination of service, for a period of three (3) months following termination, subject to termination on the Option’s expiration date, if earlier.

12. Miscellaneous.

12.1 No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for the exercise of such Option and the receipt of such Stock upon the exercise of such Option.

12.2 This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.

12.3 Except as otherwise provided by the Committee, ISOs under the Plan are not transferable except (1) as designated by the Participant by will or by the laws of descent and distribution, (2) to a trust established by the Participant, or (3) between spouses incident to a divorce or pursuant to a domestic relations order, provided, however, that in the case of a transfer described under (3), the Option will not qualify as an ISO as of the day of such transfer.

12.4 This Agreement will be governed by and construed in accordance with the laws of the State of Maryland.

12.5 This Agreement is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Participant agrees that he or she will not exercise the Option granted hereby nor will the Company be obligated to issue any shares of Stock hereunder if the exercise thereof or the issuance of such shares, as the case may be, would constitute a violation by the Participant or the Company of any such law, regulation or order or any provision thereof as determined by the Company.

12.6 The granting of this Option does not confer upon the Participant any right to be retained in the service of the Company or any subsidiary.

12.7 Subject to written consent by the Committee, the Participant shall have the right to direct the Company to collect federal, state and local income taxes and the employee portion of FICA taxes (Social Security and Medicare) with respect to any Option, if applicable, in accordance with Section 7.8 of the Plan. Notwithstanding the foregoing, the Company shall have the right to require the Participant to pay the Company the amount of any tax that the Company is required to withhold with respect to such exercise of the Option or the Company may retain or sell without notice, a sufficient number of shares of Stock subject to the Option to cover the minimum amount required to be withheld under applicable law.

[Signature Page to Follow]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name and on its behalf as of the date of grant of this Option set forth above.

CBM BANCORP, INC.

By:

Its:

PARTICIPANT’S ACCEPTANCE

As of the date of grant of this Option set forth above, the undersigned hereby accepts the foregoing Option and agrees to the terms and conditions hereof, including the terms and provisions of the 2019 Equity Incentive Plan. The undersigned hereby acknowledges receipt of a copy of the Company’s 2019 Equity Incentive Plan.

PARTICIPANT

By:

EXHIBIT A

NOTICE OF EXERCISE OF INCENTIVE STOCK OPTION (ISO)

I hereby exercise, all or part of, the incentive stock option (the “Option” or “ISO”) granted to me by CBM Bancorp, Inc. (the “Company”) or its affiliate, subject to all the terms and provisions set forth in the Stock Option Agreement (the “Agreement”) and the CBM Bancorp, Inc. 2019 Equity Incentive Plan (the “Plan”) referred to therein, and notify you of my desire to purchase __________________ shares of common stock of the Company (“Common Stock”) for a purchase price of $______ per share.

I elect to pay the exercise price by:

___ Cash or personal, certified or cashier’s check in the sum of $________, in full/partial payment of the purchase price.

___ Stock of the Company with a fair market value of $_______ in full/partial payment of the purchase price.*

___ A net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any required tax withholding).

___ Selling _______ shares from my Option shares through a broker in full/partial payment of the purchase price.

I understand that after this exercise, ____________ shares of Common Stock remain subject to the Option, subject to all terms and provisions set forth in the Agreement and the Plan.

____________, 20___.	_________________________________________
Date of Exercise	Participant’s signature

*    If I elect to exercise an Option by exchanging shares I already own, I will constructively return shares that I already own to purchase the new option shares. If my shares are in certificate form, I must attach a separate statement indicating the certificate number of the shares I am treating as having exchanged. If the shares are held in “street name” by a registered broker, I must provide the Company with a statement attesting to the number of shares owned that will be treated as having been exchanged. I will keep the shares that I already own and treat them as if they are shares acquired by the option exercise. In addition, I will receive additional shares equal to the difference between the shares I constructively exchange and the total new option shares that I acquire. I certify that either (i) I have held the shares I am tendering for at least one year after acquiring such shares through the exercise of an ISO, or (ii) I have not obtained such shares through the exercise of an ISO. Further, I acknowledges that if I am exercising ISO options, failure to retain such shares for a minimum of one year from the date of exercise will result in a disqualified disposition and immediate taxation at ordinary income tax rates.

BY THE COMPANY

Date Received:     Company Representative:

EX-10.4

Exhibit 10.4

FORM OF NON-QUALIFIED STOCK OPTION AWARD AGREEMENT

CBM BANCORP, INC.

2019 EQUITY INCENTIVE PLAN

This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2019 Equity Incentive Plan (the “Plan”) of CBM BANCORP, INC. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided, or made available, to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Company (“Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all present and future subsidiaries of the Company as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). Capitalized terms used herein but not defined will have the same meaning as in the Plan.

1. Name of Participant.                             

2. Date of Grant.                             

3. Total number of shares of Company common stock, $0.01 par value per share, that may be acquired pursuant to this Option:                             

● This is a Non-Qualified Stock Option.

4. Exercise price per share. $                

5. Expiration Date of Option: ______________

6. Vesting Schedule. Except as otherwise provided in this Agreement, this Option first becomes exercisable, subject to the Option’s expiration date, in accordance with the vesting schedule specified herein provided that the Participant continues in the Service of the Company as of such Vesting Date, as follows:

Vesting Date Number of Options Vesting

This Option may not be exercised at any time on or after the Option’s expiration date. Vesting will automatically accelerate pursuant to Sections 2.7 and 4.1 of the Plan (in the event of the death or Disability of the Participant or following a Change in Control).

7. Exercise Procedure.

7.1 Delivery of Notice of Exercise of Option. This Option will be exercised in whole or in part by the Participant’s delivery to the Company of written notice (the “Notice of Exercise of Option” attached hereto as Exhibit A) setting forth the number of shares with respect to which this Option is to be exercised, together with payment by cash or other means acceptable to the Committee, including:

● Cash or personal, certified or cashier’s check in full/partial payment of the purchase price.

● Stock of the Company in full/partial payment of the purchase price.

● By a net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any required tax withholding).

● By selling shares from my Option shares through a broker in full/partial payment of the purchase price.

7.2 “Fair Market Value” shall have the meaning set forth in Section 8.1 of the Plan.

8. Delivery of Shares.

8.1 Delivery of Shares. Delivery of shares of Common Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act) and the applicable requirements of any securities exchange or similar entity.

9. Change in Control.

9.1 In the event of a Change in Control, all Options held by the Participant, whether or not exercisable at such time, will become fully exercisable, subject to the expiration provisions otherwise applicable to the Option.

9.2 A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan.

10. Adjustment Provisions.

This Option, including the number of shares subject to the Option and the exercise price, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of Section 3.4 of the Plan.

11. Termination of Option and Accelerated Vesting.

This Option will terminate upon the expiration date, except as set forth in the following provisions:

(i) Death. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s death. This Option may thereafter be exercised by the Participant’s legal representative or beneficiaries for a period of one (1) year from the date of death, subject to termination on the expiration date of this Option, if earlier.

(ii) Disability. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s Disability. This Option may thereafter be exercised for a period of one (1) year from the date of such Termination of Service by reason of Disability, subject to termination on the Option’s expiration date, if earlier.

(iii) Termination for Cause. If the Participant’s Service has been terminated for Cause, all Options that have not been exercised will expire and be forfeited.

(iv) Other Termination. If the Participant’s Service terminates for any reason other than due to death or Disability, or following a Change in Control or for Cause, this Option may thereafter be exercised, to the extent it was exercisable at the time of such termination of service, for a period of three (3) months following termination, subject to termination on the Option’s expiration date, if earlier.

12. Miscellaneous.

12.1 No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for the exercise of such Option and the receipt of such Stock upon the exercise of such Option.

12.2 This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.

12.3 In the discretion of the Committee, a Non-Qualified Option granted under the Plan may be transferable by the Participant, provided, however, that such transfers will be limited to Immediate Family Members of Participants, trusts and partnerships established for the primary benefit of such family members or to charitable organizations, and provided, further, that such transfers are not made for consideration to the Participant.

12.4 This Agreement will be governed by and construed in accordance with the laws of the State of Maryland.

12.5 This Agreement is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Participant agrees that he or she will not exercise the Option granted hereby nor will the Company be obligated to issue any shares of Stock hereunder if the exercise thereof or the issuance of such shares, as the case may be, would constitute a violation by the Participant or the Company of any such law, regulation or order or any provision thereof as determined by the Company.

12.6 The granting of this Option does not confer upon the Participant any right to be retained in the service of the Company or any subsidiary.

12.7 Subject to written consent by the Committee, the Participant shall have the right to direct the Company to collect federal, state and local income taxes and the employee portion of FICA taxes (Social Security and Medicare) with respect to any Option, if applicable, in accordance with Section 7.8 of the Plan. Notwithstanding the foregoing, the Company shall have the right to require the Participant to pay the Company the amount of any tax that the Company is required to withhold with respect to such exercise of the Option or the Company may retain or sell without notice, a sufficient number of shares of Stock subject to the Option to cover the minimum amount required to be withheld under applicable law.

[Signature Page to Follow]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name and on its behalf as of the date of grant of this Option set forth above.

CBM BANCORP, INC.

By:

Its:

PARTICIPANT’S ACCEPTANCE

As of the date of grant of this Option set forth above, the undersigned hereby accepts the foregoing Option and agrees to the terms and conditions hereof, including the terms and provisions of the 2019 Equity Incentive Plan. The undersigned hereby acknowledges receipt of a copy of the Company’s 2019 Equity Incentive Plan.

PARTICIPANT

EXHIBIT A

NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION

I hereby exercise the stock option (the “Option”) granted to me by CBM Bancorp, Inc. (the “Company”) or its affiliate, subject to all the terms and provisions set forth in the Stock Option Agreement (the “Agreement”) and the CBM Bancorp, Inc. 2019 Equity Incentive Plan (the “Plan”) referred to therein, and notify you of my desire to purchase __________________ shares of common stock of the Company (“Common Stock”) for an aggregate purchase price of $______ per share.

I elect to pay the exercise price by:

Cash or personal, certified or cashier’s check in the sum of $_______, in full/partial payment of the purchase price.

Stock of the Company with a fair market value of $______ in full/partial payment of the purchase price.*

A net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any required tax withholding).

Selling ______ shares from my Option shares through a broker in full/partial payment of the purchase price.

I understand that after this exercise, ____________ shares of Common Stock remain subject to the Option, subject to all terms and provisions set forth in the Agreement and the Plan.

____________, 20___.                _________________________________________

Date                                               Participant’s signature

*    If I elect to exercise an Option by exchanging shares I already own, I will constructively return shares that I already own to purchase the new option shares. If my shares are in certificate form, I must attach a separate statement indicating the certificate number of the shares I am treating as having exchanged. If the shares are held in “street name” by a registered broker, I must provide the Company with a statement attesting to the number of shares owned that will be treated as having been exchanged. I will keep the shares that I already own and treat them as if they are shares acquired by the option exercise. In addition, I will receive additional shares equal to the difference between the shares I constructively exchange and the total new option shares that I acquire.

BY THE COMPANY

Date Received: ____________________    Company Representative: __________________

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

CBM Bancorp, Inc.

We consent to the incorporation by reference in the registration statement on Form S-8, filed on August 15, 2019, of CBM Bancorp, Inc. of our report dated March 27, 2019, with respect to the consolidated financial statements of CBM Bancorp, Inc., which report appears in CBM Bancorp, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2018.

/s/ Dixon Hughes Goodman LLP

Baltimore, Maryland

August 15, 2019