Form of Key Employee Non-qualified Stock Option Agreement

Exhibit 10.3


BRYN MAWR BANK CORPORATION

KEY EMPLOYEE

NON-QUALIFIED STOCK OPTION AGREEMENT SUBJECT TO THE 2004 STOCK OPTION PLAN

AGREEMENT, dated as of , 20 by and between BRYN MAWR BANK CORPORATION (the " Corporation" ) and (the " Optionee" or " you" ).

1. This Agreement is subject to the terms and conditions of the Bryn Mawr Bank Corporation 2004 Stock Option Plan (the " Plan" ) as approved by the Board of Directors of the Corporation on January 15, 2004 and by the Corporation' s shareholders on April 20, 2004. Any references or definitions contained herein shall, except as otherwise specified herein, be construed in accordance with the terms and conditions of the Plan. On , 20 , the Corporation' s Compensation Committee granted the Optionee certain options, described in Section 4 hereof, to purchase its common stock (the " stock" ) at Dollars and Cents ($ ) a share, the market price of the stock on , 20 .


2. Subject to the terms and conditions of the Plan and those set forth herein, this Agreement confirms the grant to the Optionee of the option to purchase shares of stock at the price of Dollars and Cents ($ ) per share.

3. The purpose of granting directors, officers and other key employees options pursuant to the Plan is to attract, retain and reward them, to increase their stock ownership and their identification with the Corporation' s interests, and to enhance the value of the Corporation over the long-term for the shareholders. In return for granting this option to you, please acknowledge by signing below at the end of this Agreement that you have read the entire Agreement, including the stock forfeiture and termination provisions in this Section 3 and Sections 6 and 8 and that you agree as follows:


a. Forfeiture of Option Gain and Unexercised Options If You Engage in Certain Activities . The provisions of this subsection 3(a) will apply to all options granted to you under the Plan. If, at any time within (i) the ten (10) year term of this option, or (ii) two (2) years after termination of leaving your employment with the Corporation, or (iii) two (2) years after you exercise any portion of this option whichever is later, you engage in any activity inimical, contrary or harmful to the interests of the Corporation including, but not limited to (a) conduct related to your employment for which either criminal or civil penalties against you may be brought, (b) violation of the Corporation' s policies including, without limitation, the Corporation' s insider trading policy, (c) soliciting of any

customer of the Corporation for business which would result in such customer terminating their relationship with the Corporation; soliciting or inducing any individual who is an employee of the Corporation to leave the Corporation or otherwise terminate their relationship with the Corporation, (d) disclosing or using any confidential information or material concerning the Corporation, or (e) participating in a hostile takeover attempt, then (1) this option shall terminate effective as of the date on which you engage in such activity, unless terminated sooner by operation of another term or condition of this Agreement or the Plan, and (2) any option gain realized by you from exercising all or a portion of this option shall be paid by you to the Corporation on the day you engage in such activity.

b. Right of Setoff . By accepting this Agreement, you consent to deduction to the extent permitted by law, from any amounts that the Corporation owes you from time to time (including amounts owed to you as wages or other compensation, fringe benefits, or paid time-off pay, as well as any other amounts owed to you by the Corporation), the amounts you owe the Corporation under subsection a. above. Whether or not the Corporation elects to make any setoff in whole or in part, if the Corporation does not recover by means of setoff the full amount you owe it, calculated as set forth above, you agree to immediately pay the unpaid balance to the Corporation.

c. Compensation Committee Discretion . You may be released from your obligations under subsections a. and b. of this Section 3 only if the Compensation Committee of the Board of Directors (the " Compensation Committee" ), or its duly appointed agent determines in its sole discretion that such action is in the best interest of the Corporation.


4. Each Option granted under the Plan shall vest at the rate of thirty three and percent ( %) of the initially awarded option per year, commencing with the vesting of the first installment one (1) year after the date of the ...