Exhibit
10.1


STOCK
OPTION AGREEMENT


FOR
INCENTIVE STOCK OPTIONS UNDER SECTION 422

OF THE INTERNAL REVENUE CODE

PURSUANT TO THE


EAGLE
BANCORP, INC.

2006 STOCK PLAN


STOCK OPTION for a total of
_____________ shares of Common Stock, par value $.01 per share, of Eagle
Bancorp, Inc. (the “Company”), which Option is intended to qualify as an
incentive stock option under Section 422 of the Internal Revenue Code of 1986,
as amended (the “Code”), is hereby granted to _________________ (the “Optionee”)
at the price set forth herein, and in all respects subject to the terms,
definitions and provisions of the 2006 Stock Plan (the “Plan”) which was
adopted by the Company and which is incorporated by reference herein, receipt
of which is hereby acknowledged.


1.             Option Price.         The
Option Price is $________ for each share, being 100%/110% of the Market Value,
as determined in accordance with the provisions of the Plan, of the Common
Stock on the date of grant of this Option.


2.             Exercise of Option. This Option shall be exercisable
in accordance with provisions of the Plan as follows:


(i) Schedule of rights to
exercise.


	
  

  	
   

  	
  Percentage of Total Grant

  That May Be Exercised

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Upon Grant

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [Upon first anniversary of Grant

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Upon second anniversary of Grant

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Upon third anniversary of Grant

  	
  %]

  	
   

  



 


(ii) Method
of Exercise.  This Option shall be
exercisable by a written notice by the Optionee, which shall:


(a)          State the election to exercise the Option, the number of
shares with respect to which it is being exercised, the person in whose name
the stock certificate or certificates for such shares of Common Stock is to be
registered, his or her address and Social Security Number (or if more than one,
the names, addresses and Social Security Numbers of such persons);


(b)         Contain such representations and agreements as to the holder’s
investment intent with respect to such shares of Common Stock as may be
satisfactory to the Committee;


(c)          Be signed by the person or persons entitled to exercise the
Option and, if the Option is being exercised by any person or persons other
than the Optionee, be accompanied by proof, satisfactory to counsel for the
Company, of the right of such person or persons to exercise the Option; and


(d)         Be in writing and delivered in person or by registered or
certified mail to the Treasurer of the Company.


Payment of the purchase price of
any shares with respect to which the Option is being exercised shall be by
cash, Common Stock, or such combination of cash and Common Stock as the
Optionee elects.  The certificate or
certificates for shares of Common Stock as to which the Option shall be
exercised shall be registered in the name of the person or persons exercising
the Option.









 



(iii) Restrictions on Exercise. 
This Option may not be exercised if the issuance of the shares upon such
exercise would constitute a violation of any applicable federal or state
securities or other law or valid regulation. 
As a condition to the Optionee’s exercise of this Option, the Company
may require the person exercising this Option to make any representation and
warranty to the Company as may be required by any applicable law or regulation.


(iv) Acceleration of Vesting. Notwithstanding the above schedule
of rights to exercise, this Option shall be immediately and fully exercisable
upon the events specified in the Plan..


3.             Withholding. 
The Optionee hereby agrees that the exercise of the Option or any
installment thereof will not be effective, and no shares will become
transferable to the Optionee, until the Optionee 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.


4.             Non-transferability of Option.  This Option 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 Option shall be binding
upon the executors, administrators, heirs, successors, and assigns of the
Optionee.


5.             Term of Option. 
This Option may not be exercised more than _______ years from the date
of grant of this Option, as stated below, and may be exercised during such term
only in accordance with the Plan and the terms of this Option.


6.             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.


	
   

  	
  EAGLE BANCORP, INC.

  
	
   

  	
  BY: THE 2006 STOCK PLAN COMMITTEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date of Grant

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Expiration Date (Subject to
  earlier termination)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Optionee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 









 



INCENTIVE STOCK OPTION
EXERCISE FORM


PURSUANT TO THE

EAGLE BANCORP, INC.

2006 STOCK PLAN


 


	
  

  	
   

  	
   

  
	
   

  	
        Date

  	
   

  



 


Treasurer

Eagle Bancorp, Inc.


Re:                               2006 Stock Plan


Dear Sir:


The undersigned elects to
exercise the Incentive Stock Option to _______________ shares, par value $.01,
of Common Stock of Eagle Bancorp, Inc. under and pursuant to a Stock Option
Agreement dated ______________, 20__.


Delivered herewith is a certified
or bank cashier’s or teller’s check and/or shares of Common Stock, valued at
the Market Value of the stock on the date of exercise, as set forth below.


	
   

  	
  $

  	
   

  	
   

  	
  of cash or check

  
	
   

  	
   

  	
   

  	
   

  	
  Shares of Common Stock, valued at $____ per share

  
	
   

  	
  $

  	
   

  	
   

  	
  Total

  



 


The name or names to be on the
stock certificate or certificates and the address and Social Security Number of
such person(s) is as follows:


	
  Name

  	
   

  	
   

  
	
  Address

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Social Security No.

  	
   

  	
   

  



 


The undersigned hereby submits a
check in the amount of $_______ in payment of the withholding taxes payable as
a result of such exercise.


	
  

  	
   

  	
  Very truly yours,