Exhibit 10.2


 


EAGLE BANCORP, INC.


 


2021 EMPLOYEE STOCK PURCHASE PLAN


 


	1.	Purpose.



 


The Eagle Bancorp, Inc. 2021 Employee Stock Purchase
Plan, as may be amended from time to time (the “Plan”) is intended to encourage and facilitate the purchase of Shares of the
common stock of Eagle Bancorp, Inc., a Maryland corporation (the “Company”) by employees of the Company and any Participating
Companies, thereby providing employees with a personal stake in the Company and a long range inducement to remain in the employ of the
Company and Participating Companies. It is the intention of the Company that the Plan qualify as an “employee stock purchase plan”
within the meaning of Section 423 of the Code.


 


	2.	Definitions.



 


(a)       “Account”
means a bookkeeping account established by the Committee on behalf of a Participant to hold Payroll Deductions.


 


(b)       “Approved
Leave of Absence” means a leave of absence that has been approved by the applicable Participating Company in such a manner as
the Board may determine from time to time.


 


(c)       “Board”
means the Board of Directors of the Company.


 


(d)       “Business
Day” means a day on which the NASDAQ System is open for trading.


 


(e)       “Code”
means the Internal Revenue Code of 1986, as amended.


 


(f)       “Committee”
means the Committee appointed pursuant to Section 14 of the Plan.


 


(g)       “Compensation”
means the regular base salary and any commission paid to a Participant by one or more Participating Companies during such individual’s
period of participation in the Plan, plus any pretax contributions made by the Participant to any cash-or-deferred arrangement that meets
the requirements of section 401(k) of the Code or any cafeteria benefit program that meets the requirements of section 125 of the Code,
now or hereafter established by any Participating Company. The following items of compensation shall not be included in Compensation:
(i) all overtime payments, bonuses, , profit sharing distributions and other incentive type payments and (ii) any and all contributions
(other than contributions subject to sections 401(k) and 125 of the Code) made on the Participant’s behalf by a Participating Company
under any employee benefit or welfare plan now or hereafter established.


 


(h)       “Election
Form” means the form acceptable to the Committee which an Employee shall use to make an election to purchase Shares through
Payroll Deductions pursuant to the Plan.


 


(i)       “Eligible
Employee” means an Employee who meets the requirements for eligibility under Section 3 of the Plan.


 


(j)       “Employee”
means any person, including an officer, whose wages and other salary is required to be reported by a Participating Company on Internal
Revenue Service Form W-2 for federal income tax purposes.


 


(k)       “Enrollment
Date” means, with respect to a given Offering Period, a date established from time to time by the Committee or the Board, which
shall not be later than the first day of such Offering Period.


 






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(l)       “Fair
Market Value” means the closing price per Share on the principal national securities exchange on which the Shares are listed
or admitted to trading or, if not listed or traded on any such exchange, the fair market value as reasonably determined by the Board,
which determination shall be in accordance with the standards set forth in Treasury Regulation §1.421-1(e)(2) and shall be conclusive.


 


(m)       “Five
Percent Owner” means an Employee who, with respect to a Participating Company, is described in Section 423(b)(3) of the Code.


 


(n)       “Offering”
means an offering of Shares to Eligible Employees pursuant to the Plan.


 


(o)       “Offering
Commencement Date” means the first Business Day on or after January 1, April 1, July 1 and October 1 of each year.


 


(p)       “Offering
Period” means the period extending from an Offering Commencement Date through the following Offering Termination Date.


 


(q)       “Offering
Termination Date” means March 31, June 30, September 30, or December 31 of each year (or if such date is not a Business Day,
the last Business Day preceding such date), or the date of a Change in Control (as defined in the Company’s 2021 Equity Incentive
Plan), which occurs in an Offering Period.


 


(r)       “Option
Price” means, with respect to a particular Offering Period, an amount equal to 85% of the lesser of the Fair Market Value per
Share determined on the Offering Commencement Date or the Offering Termination Date.


 


(s)       “Participant”
means an Employee who meets the requirements for eligibility under Section 3 of the Plan and who has timely delivered an Election Form
to the Committee.


 


(t)       “Participating
Company” means the Company, and its parent or subsidiary corporations within the meaning of Section 424(f) of the Code, if any,
that are approved by the Board from time to time in its sole discretion as eligible to participate in the Plan.


 


(u)       “Payroll
Deductions” means amounts withheld from a Participant’s Compensation pursuant to the Plan, as described in Section 5 of
the Plan.


 


(v)       “Plan
Termination Date” means the earlier of: (1) the Offering Termination Date for the Offering in which the maximum number of Shares
specified in Section 4 of the Plan have been issued pursuant to the Plan; (2) the date as of which the Board chooses to terminate the
Plan as provided in Section 15 of the Plan; (3) the date of a Change in Control or (4) in the event that the Company’s shareholders
do not approve the Plan at the Company’s annual meeting of shareholders that immediately follows the Effective Date, the date of
such annual meeting.


 


(w)       “Shares”
means shares of common stock of the Company, $0.01 par value per Share.


 


(x)       “Successor
in Interest” means the Participant’s executor or administrator, or such other person or entity to whom the Participant’s
rights under the Plan shall have passed by will or the laws of descent and distribution.


 


(y)       “Termination
Form” means the form acceptable to the Committee which an Employee shall use to withdraw from an Offering pursuant to Section
8 of the Plan.


 






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	3.	Eligibility and Participation.



 


(a)       Initial
Eligibility. Except as provided in Section 3(b) of the Plan, each individual who is an Employee on an Offering Commencement Date shall
be eligible to participate in the Plan with respect to the Offering that commences on that date.


 


(b)       Ineligibility.
An Employee shall not be eligible to participate in the Plan if such Employee:


 


(i)        is
a Five Percent Owner;


 


(ii)       has
not customarily worked more than 20 hours per week;


 


(iii)      has
not customarily worked more than 5 months in any calendar year;


 


(iv)      has
been employed with a Participating Company for less than 12 months; or


 


(v)       is
restricted from participating under Section 3(d) of the Plan.


 


(c)       Leave
of Absence. An Employee on an Approved Leave of Absence shall be eligible to participate in the Plan, subject to the provisions of
Sections 5(d) and 8(d) of the Plan. An Approved Leave of Absence shall be considered active employment for purposes of Sections 3(b)(ii)
and 3(b)(iii) of the Plan.


 


(d)       Restrictions
on Participation. Notwithstanding any provisions of the Plan to the contrary, no Employee shall be granted an option to participate
in the Plan if:


 


(i)       immediately
after the grant, such Employee would be a Five Percent Owner; or


 


(ii)      such
option would permit such Employee’s rights to purchase stock under all employee stock purchase plans of the Participating Companies
which meet the requirements of Section 423(b) of the Code to accrue at a rate which exceeds $25,000 in fair market value (as determined
pursuant to Section 423(b)(8) of the Code) for each calendar year in which such option is outstanding.


 


(e)       Commencement
of Participation. An Employee who is eligible to participate in the Plan under Sections 3(a) and 3(b) as of an applicable Enrollment
Date and whose participation is not restricted under Section 3(d) of the Plan shall become a Participant by completing an Election Form
and filing it with the Committee on or before the applicable Enrollment Date. Payroll Deductions for a Participant shall commence on the
applicable Offering Commencement Date when the Participant’s authorization for Payroll Deductions becomes effective, and shall end
on the Plan Termination Date, unless sooner terminated by the Participant pursuant to Section 8 of the Plan. Notwithstanding the foregoing
sentence, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(d) of the Plan, a Participant’s payroll
deductions may be decreased to zero percent (0%) at any time during an Offering Period; provided, that such Payroll Deductions shall recommence
at the rate as provided in such Participant’s Enrollment Form at the beginning of the first Offering Period that is scheduled to
end in the following calendar year, unless terminated by the Participant as provided in Section 8 of the Plan.


 


	4.	Shares Per Offering.



 


The Plan shall be implemented by a series of
Offerings that shall terminate on the Plan Termination Date. Offerings shall be made with respect to Compensation payable for each
Offering Period occurring on or after adoption of the Plan by the Board and ending with the Plan Termination Date. Shares available
for any Offering shall be the difference between the maximum number of Shares that may be issued under the Plan, as determined
pursuant to Section 10(a) of the Plan, for all of the Offerings, less the actual number of Shares purchased by Participants pursuant
to prior Offerings. If the total number of Shares for which options are exercised on any Offering Termination Date exceeds the
maximum number of Shares available, the Committee shall make a pro rata allocation of Shares available for delivery and distribution
in as nearly a uniform manner as practicable, and as it shall determine to be fair and equitable, and the unapplied Account balances
shall be returned to Participants as soon as practicable following the Offering Termination Date.


 






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	5.	Payroll Deductions.



 


(a)       Amount
of Payroll Deductions. An Eligible Employee who wishes to participate in the Plan shall file an Election Form (authorizing payroll
deductions) with the Committee prior to the applicable Enrollment Date.


 


(b)       Participants’
Accounts. All Payroll Deductions with respect to a Participant pursuant to Section 5(a) of the Plan shall commence on the first payroll
following the Enrollment Date and shall end of the last payroll in the Offering Period to which such authorization is applicable, unless
sooner terminated by the Participant as provided in Section 8. All Payroll Deductions will be credited to the Participant’s Account
under the Plan. The amounts collected from the Participant shall not be held in any segregated account or trust fund and may be commingled
with the general assets of the Company and used for general corporate purposes.


 


(c)       Changes
in Payroll Deductions. A Participant may discontinue such Participant’s participation in the Plan as provided in Section 8(a)
of the Plan, but no other change can be made during an Offering Period, including, but not limited to, changes in the amount of Payroll
Deductions for such Offering. A Participant may change the amount of Payroll Deductions for subsequent Offerings by giving written notice
of such change to the Committee on or before the applicable Enrollment Date for such Offering Period.


 


(d)       Leave
of Absence. A Participant who goes on an Approved Leave of Absence before the Offering Termination Date after having filed an Election
Form with respect to such Offering may:


 


(i)       withdraw
the balance credited to the Participant’s Account pursuant to Section 8(b) of the Plan;


 


(ii)       discontinue
contributions to the Plan but remain a Participant in the Plan through the earlier of (i) the Offering Termination Date or (ii) the close
of business on the 90th day of such Approved Leave of Absence unless such Employee shall have returned to regular non temporary employment
before the close of business on such 90th day; or


 


(iii)       remain
a Participant in the Plan during such Approved Leave of Absence through the earlier of (i) the Offering Termination Date or (ii) the close
of business on the 90th day of such Approved Leave of Absence unless such Participant shall have returned to regular non temporary employment
before the close of business on such 90th day, and continue the authorization for the Participating Company to make Payroll Deductions
for each payroll period out of continuing payments to such Participant, if any.


 






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	6.	Granting of Options.



 


On each Offering Termination Date, each Participant
shall be deemed to have been granted an option to purchase a minimum of one (1) Share and a maximum number of Shares that shall be a number
of whole Shares equal to the quotient obtained by dividing the balance credited to the Participant’s Account as of the Offering
Termination Date, by the Option Price. Notwithstanding the foregoing and subject to the limitations described in Section 3(d)(ii), on
each applicable Offering Termination Date, no Participant may purchase more than the number of Shares obtained by dividing (i) $6,250
by (ii) the Fair Market Value as of the applicable Offering Termination Date. If a Participant’s contributions with respect to an
Offering Period would allow the Participant to purchase a number of Shares that exceed this limit, then any such excess contributions
will be returned to the Participant without interest and will not be used to purchase Shares under the Plan.


 


	7.	Exercise of Options.



 


(a)       Automatic
Exercise. With respect to each Offering, a Participant’s option for the purchase of Shares granted pursuant to Section 6 of
the Plan shall be deemed to have been exercised automatically on the Offering Termination Date applicable to such Offering. Notwithstanding
the foregoing, upon the occurrence of a Plan Termination Date as described in clauses (3) or (4) of Section 2(v), all Shares or Payroll
Deductions (to the extent not yet applied to the purchase of Shares) under the Plan shall be distributed to the Participants as soon as
administratively practicable following such Plan Termination Date.


 


(b)       Fractional
Shares and Minimum Number of Shares. Fractional Shares shall not be issued under the Plan. Amounts credited to an Account remaining
after the application of such Account to the exercise of options for a minimum of one (1) full Share shall be credited to the Participant’s
Account for the next succeeding Offering, or, at the Participant’s election, returned to the Participant as soon as practicable
following the Offering Termination Date, without interest.


 


(c)       Transferability
of Option. No option granted to a Participant pursuant to the Plan shall be transferable other than by will or by the laws of descent
and distribution, and no such option shall be exercisable during the Participant’s lifetime other than by the Participant.


 


(d)       Delivery
of Certificates for Shares. The Company shall deliver certificates for Shares acquired on the exercise of options during an Offering
Period as soon as practicable following the Offering Termination Date.


 


	8.	Withdrawals.



 


(a)       Withdrawal
of Account. A Participant may elect to withdraw the balance credited to the Participant’s Account by providing a Termination
Form to the Committee at any time before the Offering Termination Date applicable to any Offering.


 


(b)       Amount
of Withdrawal. A Participant may withdraw all, but not less than all, of the amounts credited to the Participant’s Account by
giving a Termination Form to the Committee. All amounts credited to such Participant’s Account shall be paid as soon as practicable
following the Committee’s receipt of the Participant’s Termination Form, and no further Payroll Deductions will be made with
respect to the Participant.


 






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(c)       Termination
of Employment. Upon termination of a Participant’s employment for any reason other than death, including termination due to
disability or continuation of a leave of absence beyond 90 days, all amounts credited to such Participant’s Account shall be returned
to the Participant. In the event of a Participant’s (1) termination of employment due to death or (2) death after termination of
employment but before the Participant’s Account has been returned, all amounts credited to such Participant’s Account shall
be returned to the Participant’s Successor in Interest.


 


(d)       Leave
of Absence. A Participant who is on an Approved Leave of Absence shall, subject to the Participant’s election pursuant to Section
5(d) of the Plan, continue to be a Participant in the Plan until the earlier of (i) the end of the first Offering ending after commencement
of such Approved Leave of Absence or (ii) the close of business on the 90th day of such Approved Leave of Absence unless such Employee
shall have returned to regular non temporary employment before the close of business on such 90th day. A Participant who has been on an
Approved Leave of Absence for more than 90 days shall not be eligible to participate in any Offering that begins on or after the commencement
of such Approved Leave of Absence so long as such leave of absence continues.


 


	9.	Interest.



 


No interest shall be paid or allowed with respect
to amounts paid into the Plan or credited to any Participant’s Account.


 


	10.	Shares.



 


(a)       Maximum
Number of Shares. No more than 200,000 Shares may be issued under the Plan. Such Shares shall be authorized but unissued or reacquired
Shares of the Company, including Shares purchased on the open market. The number of Shares available for any Offering and all Offerings
shall be adjusted if the number of outstanding Shares of the Company is increased or reduced by split up, reclassification, stock dividend
or the like. All Shares issued pursuant to the Plan shall be validly issued, fully paid and nonassessable.


 


(b)       Participant’s
Interest in Shares. A Participant shall have no interest in Shares subject to an option until such option has been exercised.


 


(c)       Registration
of Shares. Shares to be delivered to a Participant under the Plan shall be registered in the name of the Participant.


 


(d)       Restrictions
on Exercise. The Board may, in its discretion, require as conditions to the exercise of any option such conditions as it may deem
necessary to assure that the exercise of options is in compliance with applicable securities laws.


 


	11.	Expenses.



 


The Participating Companies shall pay all fees
and expenses incurred (excluding individual federal, state, local or other taxes) in connection with the Plan. No charge or deduction
for any such expenses will be made to a Participant upon termination of participation under the Plan or upon the distribution of certificates
representing Shares purchased with the Participant’s contributions.


 






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	12.	Taxes.



 


The Participating Companies shall have the right
to withhold from each Participant’s Compensation an amount equal to all federal, state, city and/or other taxes as the Participating
Companies shall determine are required to be withheld in connection with the grant or exercise of the option, or disposition of Shares.
In connection with such withholding, the Participating Companies may make any such arrangements as they may deem appropriate (provided
they are consistent with the Plan and permitted by applicable law), including the right to withhold from Compensation paid to a Participant
other than in connection with the Plan and the right to withdraw such amount from the amount standing to the credit of the Participant’s
Account.


 


	13.	Plan and Contributions Not to Affect Employment.



 


The Plan shall not confer upon any Eligible Employee
any right to continue in the employ of the Participating Companies.


 


	14.	Administration.



 


The Plan shall be administered by the Board, which
may delegate responsibility for such administration to a committee of the Board (the “Committee”). If the Board fails to appoint
the Committee, any references in the Plan to the Committee shall be treated as references to the Board. The Board, or the Committee, shall
have authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it, and to make all other determinations
deemed necessary or advisable in administering the Plan, with or without the advice of counsel. The determinations of the Board or the
Committee on the matters referred to in this paragraph shall be conclusive and binding upon all persons in interest.


 


	15.	Amendment and Termination.



 


The Board may terminate the Plan at any time and
may amend the Plan from time to time in any respect; provided, however, that upon any termination of the Plan, all Shares or Payroll Deductions
(to the extent not yet applied to the purchase of Shares) under the Plan shall be distributed to the Participants, provided further, that
no amendment to the Plan shall affect the right of a Participant to receive a proportionate interest in the Shares or Payroll Deductions
(to the extent not yet applied to the purchase of Shares) under the Plan, and provided further, that the Company may seek shareholder
approval of an amendment to the Plan if such approval is determined to be required by or advisable under the regulations of the Securities
or Exchange Commission or the Internal Revenue Service, the rules of any stock exchange or system on which the Shares are listed or other
applicable law or regulation.


 


	16.	Effective Date.



 


The Plan shall be effective on March 31, 2021
(the “Effective Date”), with its initial Offering Period beginning April 1, 2021.


 


	17.	Government and Other Regulations.



 


(a)       In
General. The purchase of Shares under the Plan shall be subject to all applicable laws, rules and regulations, and to such approvals
by any governmental agencies as may be required.


 






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(b)       Securities
Law. The Committee shall have the power to make each grant under the Plan subject to such conditions as it deems necessary or appropriate
to comply with the then existing requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended,
including Rule 16b 3 (or any similar rule) of the Securities and Exchange Commission.


 


	18.	Non Alienation.



 


No Participant shall be permitted to assign, alienate,
sell, transfer, pledge or otherwise encumber such Participant’s interest under the Plan prior to the distribution of Share certificates
to such Participant. Any attempt at assignment, alienation, sale, transfer, pledge or other encumbrance shall be void and of no effect.


 


	19.	Notices.



 


Any notice required or permitted hereunder shall
be sufficiently given only if delivered personally, telecopied, or sent by first class mail, postage prepaid, and addressed:


 


If to the Company:


 


Eagle Bancorp, Inc.


 


7830 Old Georgetown Road


 


Bethesda, MD 20814


 


Attention: Val Brandenburg, SVP, Director
of Human Resources


 


With a copy to: Paul Saltzman, EVP, Chief
Legal Officer


 


or any other address provided pursuant
to written notice.


 


If to the Participant: At
the address on file with the Company from time to time, or to such other address as either party may hereafter designate in writing by
notice similarly given by one party to the other.


 


	20.	Successors.



 


The Plan shall be binding upon and inure to the
benefit of any successor, successors or assigns of the Company.


 


	21.	Severability.



 


If any part of this Plan shall be determined to
be invalid or void in any respect, such determination shall not affect, impair, invalidate or nullify the remaining provisions of this
Plan which shall continue in full force and effect.


 






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	22.	Acceptance.



 


The election by any Eligible Employee to participate
in this Plan constitutes such individual’s acceptance of the terms of the Plan and agreement to be bound hereby.


 


	23.	Applicable Law.



 


This Plan shall be construed in accordance with
the laws of the State of Maryland, to the extent not preempted by applicable federal law.


 


SCHEDULE A


 


Participating Companies


 


Eagle Bancorp, Inc.


 


EagleBank


 






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