Exhibit
10.3


RESTRICTED STOCK
AWARD AGREEMENT


EAGLE BANCORP,
INC.

2006 STOCK PLAN


THIS
RESTRICTED STOCK AWARD AGREEMENT (“Agreement”) pursuant to the Eagle Bancorp,
Inc. (the “Company”) 2006 Stock Plan (the “Plan”),
which was adopted by the Company and which is incorporated by reference herein,
receipt of which is hereby acknowledged. Capitalized terms used but not defined
herein have the meaning ascribed to them in the Plan.


Award.  The Company hereby grants to
________________________ (the “Participant”) an award of ________________
shares of the Company’s Common Stock, $.01 par value, subject to the
satisfaction of the Performance Based Award conditions (the “Restrictions”)
contained herein and to the provisions of the Plan.  Until the issuance of shares of Common Stock
following the release of shares upon the satisfaction of the Restrictions, the
shares subject to this Agreement shall be referred to as “Restricted Stock”.


Vesting. Subject to the satisfaction of the Restrictions,
the Restricted Stock shall vest, to the extent the Restrictions have been
satisfied, on January 1, 20__, subject to acceleration or earlier vesting in
whole or in part in accordance with the provisions of the Plan.  In the event of the Death, Disability or
Retirement of Participant, the Restricted Stock shall vest for that number of
shares of Restricted Stock as bears the same relation to the total number of
shares of Restricted Stock as the period of service from the date of grant to
the date of Death, Disability or Retirement bears to the period from the date
of grant to December 31, 20__, in any event subject to the provisions of the
Plan, and subject to the satisfaction of the Restrictions or such portion
thereof as the Committee may in its discretion determine.


Restrictions.  The vesting
of Restricted Stock shall be subject to the satisfaction of the following
Restriction(s):


[insert performance targets]


·      Restricted
Stock may vest only if the Participant has maintained Continuous Service with
the Company or an Affiliate from the date of grant hereof through the date of
vesting, except that in the event of the Death, Disability or Retirement of the
Participant, Restricted Stock may vest only if the Participant has maintained
Continuous Service with the Company or an Affiliate from the date of grant
hereof through the date of Death, Disability or Retirement.


Forfeiture of Restricted Stock.
Any Restricted Stock which is not vested in the Participant or for which the
Restrictions have not been satisfied during the Restriction Period shall be
forfeited, and Participant shall have no right to receive such shares, or to
any payment in cash or shares in lieu thereof, or any alternative consideration
or payment in respect thereof.


Other
Limitations  No shares of Restricted Stock may be issued if the
issuance of Common Stock upon vesting would constitute a violation of any
applicable federal or state securities or other law or valid regulation.  As a condition to the Participant’s receipt
of Restricted Stock, the Company may require the participant or other person
receiving the Restricted Stock to make any representation and warranty to the
Company as may be required by any applicable law or regulation.


Withholding.  The
Participant hereby agrees that the vesting of any Restricted Stock will not be
effective, and no Common Stock will become transferable to the Participant,
until the Participant makes appropriate arrangements with the Company for such
tax withholding as may be required of the Company under federal, state, or
local law on account of such exercise.


Non-transferability.  This
Agreement and the Restricted Stock reflected hereby may not be transferred in
any manner otherwise than by will or the laws of descent or distribution, or
pursuant to a “qualified domestic relations order” (within the meaning of
Section 414(p) of the Code and the regulations and rulings thereunder).  The terms of this Agreement shall be binding
upon the executors, administrators, heirs, successors, and assigns of the Participant.









 



No
Employment Right. Nothing
in this Agreement or the Plan shall be construed as creating any contract of
employment or as conferring on Participant any legal or equitable right to
continue employment or other service with the Company or any Affiliate, or any
level of compensation.


No Shareholder
Rights. Nothing in this
Agreement or in the Plan shall be construed as conferring on Participant any
rights as a shareholder of the Company (including but not limited the right to
vote any shares or receive any cash dividends) with respect to any Restricted
Stock unless and until the Restriction shall have been satisfied.


Issuance of
Shares.  Upon satisfaction of the Restrictions, or, if
later, the final determination by the Company that the Restrictions have, or
have not been satisfied, the Company shall issue to the Participant
certificates reflecting such number of shares of Restricted Stock which have
been vested and earned, subject to such continuing restrictions set forth in
the Plan.


Tax
Consequences.  The Participant acknowledges that the Participant
may have the right, within 30 days of the date of grant, to make an irrevocable
election to include the value of the 
Restricted Stock in income at the time of grant, based on the Market
Value of the Restricted Stock at the date of grant, rather than including only
the value of vested and earned shares at the date of vesting.  The Participant acknowledges that the Company
has not and is not providing any tax advice to Participant and that Participant
shall make his/her own determination with respect to the Section 83 election,
alone or in consultation with his/her own personal tax advisors.


	
  Date:

  	
   

  	
   

  	
  , 20

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EAGLE BANCORP,
  INC.

  
	
   

  	
   

  	
  BY: THE 2006
  STOCK PLAN COMMITTEE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
  Accepted and
  Agreed:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Participant