Exhibit
10.7


EMPLOYMENT
AGREEMENT


THIS
EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the      1st    
 day January 2007 (“Commencement
Date”), by and between EagleBank, a Maryland corporation (“Eagle”), and Martha
Foulon-Tonat (“Foulon-Tonat”).


RECITAL


Eagle
desires to retain Foulon-Tonat as Executive Vice President and Chief Lending
Officer of Eagle and Foulon-Tonat desires to accept such employment, all upon
the terms and conditions hereinafter set forth.


NOW,
THEREFORE, in consideration of the recital, the mutual covenants and agreements
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Agreement,
intending to be legally bound, agree as follows:


1.                                       Certain
Definitions. As used in this Agreement, the following terms have the
meanings set forth below:


1.1   “Commencement Date” means the date first
written above.


1.2   “Bank Regulatory Agency” means any
governmental authority, regulatory agency, ministry, department, statutory
corporation, central bank or other body of the United States or of any other
country or of any state or other political subdivision of any of them having
jurisdiction over Eagle or any transaction contemplated, undertaken or proposed
to be undertaken by Eagle, including, but not necessarily be limited to:


(a)   the Federal Deposit Insurance Corporation or
any other federal or state depository insurance organization or fund;


(b)   the Federal Reserve System, the Comptroller
of the Currency, the Maryland Division of Financial Institutions, or any other
federal or state bank regulatory or commissioner’s office;


(c)   any Person established, organized, owned (in
whole or in part) or controlled by any of the foregoing; and


(d)   any predecessor, successor or assignee of any
of the foregoing.


1.3   “Board” means the Board of Directors of
Eagle.


1.4   “Bylaws” means the Bylaws of Eagle as in
effect from time to time.


1.5   “EBI” means Eagle Bancorp, Inc., a Maryland
corporation.


1.6   “Person” means any individual, firm,
association, partnership, corporation, limited liability company, group,
governmental agency or other authority, or other organization or entity.


2.                                       Employment;
Term.


2.1   Position. Eagle hereby employs
Foulon-Tonat to serve as Executive Vice President and Chief Lending Officer of
Eagle.


2.2   Term. The term of this Agreement and
Foulon-Tonat’s employment hereunder shall commence with the Commencement Date
and continue until December 31, 2009 (the “Term”), unless sooner terminated in
accordance with the provisions of this Agreement.



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3.            Duties
of Foulon-Tonat.


3.1 Nature and
Substance. Foulon-Tonat shall report directly to and shall be under the
direction of the Chief Executive Officer of Eagle. The specific powers and
duties of Foulon-Tonat shall be established, determined and modified by and
within the discretion of the Board.


3.2 Performance
of Services. Foulon-Tonat agrees to devote her full business time and
attention to the performance of her duties and responsibilities under this
Agreement, and shall use her best efforts and discharge her duties to the best
of her ability for and on behalf of Eagle and toward its successful operation.
Foulon-Tonat shall comply with all laws, statutes, ordinances, rules and
regulations relating to her employment and duties. During the Term of this
Agreement, Foulon-Tonat shall not at any time or place directly or indirectly
engage or agree to engage in any business or practice related to the banking
business with or for any other Person to any extent whatsoever, other than to
the extent required by the terms and conditions of this Agreement. Foulon-Tonat
agrees that while employed by Eagle she will not without the prior written
consent of the Board, engage, or obtain a financial or ownership interest, in
any other business, employment, consulting or similar arrangement, or other
undertaking (an “Outside Arrangement”) if such Outside Arrangement would
interfere with the satisfactory performance of Foulon-Tonat’s duties to Eagle,
present a conflict of interest with Eagle and/or EBI, breach Foulon-Tonat’s
duty of loyalty or fiduciary duties to Eagle and/or EBI, or otherwise conflict
with the provisions of this Agreement; provided, however, that Foulon-Tonat
shall not be prevented from investing Foulon-Tonat’s assets in such form or
manner as would not require any services on the part of Foulon-Tonat in the
operation or the affairs of the entities in which such investments are made and
provided such investments do not present a conflict of interest with Eagle and/or
EBI. Foulon-Tonat shall promptly notify the Board of any Outside Arrangement
and provide Eagle with any written agreement in connection therewith.


4.                                     Compensation
Benefits. As full compensation for all services rendered pursuant to this
Agreement and the covenants contained herein, Eagle shall pay to Foulon-Tonat
the following:


4.1   Salary. Beginning on the Commencement
Date, Foulon-Tonat shall be paid a salary (“Salary”) of Two Hundred Twenty
Thousand Five Hundred Dollars ($220,500.00) on an annualized basis.  Eagle shall pay Foulon-Tonat’s Salary in
equal installments in accordance with Eagle’s regular payroll periods as may be
set by Eagle from time to time. Foulon-Tonat’s salary shall be further
increased from time to time at the discretion of the Board.  Foulon-Tonat shall also be entitled to
certain incentive bonus payments as determined by the Board in its sole
discretion.


4.2   Withholding. Payments of Salary shall
be subject to the customary withholding of income and other employment taxes as
is required with respect to compensation paid by an employer to an employee.


4.3   Vacation and Leave.  Foulon-Tonat shall be entitled to such
vacation and leave as may be provided for under the current and future leave
and vacation policies of Eagle for executive officers.


4.4   Office Space. Eagle will provide
customary office space and office support to Foulon-Tonat beginning on the
Commencement Date.


4.5   Car Allowance.  Eagle will pay Foulon-Tonat a monthly car
allowance of Seven Hundred Fifty Dollars ($750.00).


4.6         Non-Life Insurance.
Eagle will provide Foulon-Tonat with group health, disability and other
insurance as Eagle may determine appropriate for all employees of Eagle.


4.7 Life
Insurance.


4.7.1 Eagle will
obtain, and maintain at all times while this Agreement is in effect, a term
life insurance policy (the “Policy”) on Foulon-Tonat in the amount of Seven
Hundred Fifty Thousand ($750,000.00), the particular product and carrier to be
chosen by Eagle in its discretion. Foulon-Tonat shall have the right to designate
the beneficiary of the Policy. Eagle will pay the premium for the Policy.  In the event Foulon-Tonat is rated and the
premium exceeds the standard rate, the Policy amount shall be lowered to the
maximum amount that can be 



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purchased at the
standard rate for a Seven Hundred Fifty Thousand ($750,000.00) policy.  For example, if Foulon-Tonat is rated and the
standard rate for a Seven Hundred Fifty Thousand ($750,000.00) policy would
acquire a Five Hundred Thousand ($500,000.00) policy, Eagle would only be
required to purchase the Five Hundred Thousand ($500,000.00) policy.


4.7.2 Eagle may, at its
cost, obtain and maintain “key-man” life insurance and/or Bank-owned life
insurance on Foulon-Tonat in such amount as determined by the Board from time
to time. Foulon-Tonat agrees to cooperate fully and to take all actions
reasonably required by Eagle in connection with such insurance.


4.8   Expenses. Eagle shall promptly upon
presentation of proper expense reports therefore reimburse Foulon-Tonat, in
accordance with the policies and procedures established from time to time by
Eagle for its senior executive officers, for all reasonable and customary
travel (other than local use of an automobile for which Foulon-Tonat is
being  provided the car allowance) and
other out-of-pocket expenses incurred by Foulon-Tonat in the performance of her
duties and responsibilities under this Agreement and promoting the business of
Eagle, including appropriate membership fees, dues and the cost of attending
meetings and conventions.


4.9   Retirement Plans. Foulon-Tonat shall
be entitled to participate in any and all qualified pension or other retirement
plans of Eagle which may be applicable to executive personnel of Eagle.


4.10 Other
Benefits. While this Agreement is in effect, Foulon-Tonat shall be entitled
to all other benefits that Eagle provides from time to time to its senior
executive officers, including, but not limited to, any stock option plan and
other incentive plans.


4.11 Eligibility.  Participation in any health, life, accident,
disability, medical expense or similar insurance plan or any qualified pension
or other retirement plan shall be subject to the terms and conditions contained
in such plan. All matters of eligibility for benefits under any insurance plans
shall be determined in accordance with the provisions of the applicable
insurance policy issued by the applicable insurance company.


4.12 Warrants.
Foulon-Tonat shall be issued warrants or options to acquire shares of EBI stock
from time to time at the discretion of the Board of Directors of EBI following
a recommendation by the Board. 
Additional options may be granted during the term of this Agreement.


5.                                       Conditions
Subsequent to Continued Operation and Effect of  Agreement.


5.1   Continued Approval by Bank Regulatory Agencies.
This Agreement and all of its terms and conditions, and the continued operation
and effect of this Agreement and Eagle’s continuing obligations hereunder,
shall at all times be subject to the continuing approval of any and all Bank
Regulatory Agencies whose approval is a necessary prerequisite to the continued
operation of Eagle. Should any term or condition of this Agreement, upon review
by any Bank Regulatory Agency, be found to violate or not be in compliance with
any then-applicable statute or any rule, regulation, order or understanding
promulgated by any Bank Regulatory Agency, or should any term or condition
required to be included herein by any such Bank Regulatory Agency be absent,
this Agreement may be rescinded and terminated by Eagle if the parties hereto
cannot in good faith agree upon such additions, deletions, or modifications as
may be deemed necessary or appropriate to bring this Agreement into compliance.


6.                                       Termination
of Agreement. This Agreement may be terminated prior to expiration of the
Term as provided below.


6.1   Definition of Cause. For purposes of
this Agreement, “Cause” means:


(a) any act of
theft, fraud, intentional misrepresentation or similar conduct by Foulon-Tonat
in connection with or associated with the services rendered by Foulon-Tonat to
Eagle under this Agreement;


(b) any failure of
this Agreement to comply with any Bank Regulatory Agency requirement which is
not cured in accordance with Section 5.1 within a reasonable period of time
after written notice thereof;



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(c) any Bank
Regulatory Agency action or proceeding against Foulon-Tonat as a result of her
negligence, fraud, malfeasance or misconduct;


(d) any of the
following conduct on the part of Foulon-Tonat that Foulon-Tonat has not been
corrected or cured within thirty (30) days after having received written notice
from Eagle detailing and describing such conduct:


(i)             the use of drugs,
alcohol or other substances by Foulon-Tonat to an extent which materially
interferes with or prevents Foulon-Tonat from performing Foulon-Tonat’s duties
under this Agreement;


(ii)          failure by or the
inability of Foulon-Tonat to devote full time, attention and energy to the
performance of Foulon-Tonat’s duties pursuant to this Agreement (other than by
reason of her death or disability);


(iii)       intentional material
failure by Foulon-Tonat to carry out the explicit lawful and reasonable
directions, instructions, policies, rules, regulations or decisions of the
Board which are consistent with her position; or


(iv)      willful or intentional misconduct
on the part of Foulon-Tonat that results in substantial injury to Eagle or any
of its parent, subsidiaries or affiliates.


6.2   Termination by Eagle.


6.2.1 For
Cause. Eagle shall have the right to cancel and terminate this Agreement
and Foulon-Tonat’s employment for Cause immediately on written notice, with
Foulon-Tonat’s compensation and benefits ceasing as of Foulon-Tonat’s last day
of employment, provided, however, that Foulon-Tonat shall be entitled to
benefits through the last day of employment and accrued compensation to that
date.


6.2.2 Without
Cause. Eagle shall have the right to cancel and terminate this Agreement
and Foulon-Tonat’s employment at any time on written notice without Cause for
any or no reason, with Foulon-Tonat’s compensation and benefits ceasing as of
Foulon-Tonat’s last day of employment, subject to the provisions of Section
6.4. and Article 8.


6.3 Termination
by Foulon-Tonat. Foulon-Tonat shall have the right to cancel and terminate
this Agreement and her employment at any time on sixty (60) days prior written
notice to the Board, with Foulon-Tonat’s compensation and benefits ceasing as
of Foulon-Tonat’s last day of employment, provided, however, that Foulon-Tonat
shall be entitled to benefits through the last day of employment and accrued
compensation to that date.


6.4 Severance.
Except as set forth below, if Foulon-Tonat’s employment with Eagle is
terminated by Eagle or its successors during the Term without Cause, Eagle
shall, for the balance of the Term, continue to pay Foulon-Tonat, in the manner
set forth below, Foulon-Tonat’s Salary at the rate being paid as of the date of
termination; provided, however, that Foulon-Tonat shall not be entitled to any
such payments of Salary if (i) her employment is terminated due to her death or
long-term disability, or (ii) this Agreement is rendered null and void pursuant
to Section 5.1, or (iii) there is a Change in Control Termination (as defined
in Section 8.2).  Any Salary due
Foulon-Tonat pursuant to this Section 6.4 shall be paid to Foulon-Tonat in
installments on the same schedule as Foulon-Tonat was paid immediately prior to
the date of termination, each installment to be the same amount Foulon-Tonat
would have been paid under this Agreement if she had not been terminated. In the
event Foulon-Tonat breaches any provision of Article 7 of this Agreement,
Foulon-Tonat’s entitlement to any Salary payable pursuant to this Section 6.4,
if and to the extent not yet paid, shall thereupon immediately cease and
terminate.


7.                                    Confidentiality;
Non-Competition; Non-Interference.


7.1 Confidential
Information.  Foulon-Tonat, during
employment by Eagle, will have access to and become familiar with various
confidential and proprietary information of Eagle, its parent, subsidiaries
and/or affiliates 



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and/or relating to
the business of Eagle, its parent, subsidiaries and/or affiliates (“Confidential
Information”), including, but not limited to: business plans; operating
results; financial statements and financial information; contracts; mailing
lists; purchasing information; customer data (including lists, names and
requirements); feasibility studies; personnel related information (including
compensation, compensation plans, and staffing plans); internal working
documents and communications; and other materials related to the businesses or
activities of Eagle, its parent, subsidiaries and/or affiliates which is made
available only to employees with a need to know or which is not generally made
available to the public. Failure to mark any Confidential Information as
confidential, proprietary or protected information shall not affect its status
as part of the Confidential Information subject to the terms of this Agreement.


7.2 Nondisclosure.
Foulon-Tonat hereby covenants and agrees that Foulon-Tonat shall not at any
time, directly or indirectly, disclose, divulge, reveal, report, publish, or
transfer any Confidential Information to any Person, or use Confidential
Information in any way or for any purpose, except as required in the course of
Foulon-Tonat’s employment by Eagle. The covenant set forth in this Section 7.2
shall not apply to information now known by the public or which becomes known
generally to the public (other than as a result of a breach of this Article 7
by Foulon-Tonat) or information that is customarily shown or disclosed.


7.3 Nondisclosure
of this Agreement:  The terms,
conditions and fact of this Agreement are strictly confidential.  For the duration of Foulon-Tonat’s
employment, Foulon-Tonat agrees not to disclose, directly or indirectly, the
existence of this agreement or any of the terms and conditions herein to any
person except that Foulon-Tonat may disclose the existence of this Agreement or
the terms and conditions herein to Foulon-Tonat’s immediate family, tax,
financial or legal advisers, prospective employers (with whom Foulon-Tonat’s
employment is not prohibited by Paragraph 7.5), any taxing authority, or as
required by law.  If Foulon-Tonat is
asked about the existence and/or terms and conditions of this Agreement,
Foulon-Tonat is permitted to state only that “the terms of my employment are a
confidential matter that I am not able to disclose.”  Foulon-Tonat acknowledges that the terms of
this Paragraph 7.3 are a material inducement for Employer to enter into this
Agreement.


7.4 Documents.
All files, papers, records, documents, compilations, summaries, lists, reports,
notes, databases, tapes, sketches, drawings, memoranda, and similar items
(collectively, “Documents”), whether prepared by Foulon-Tonat, or otherwise
provided to or coming into the possession of Foulon-Tonat, that contain any
proprietary information about or pertaining or relating to Eagle, its parent,
subsidiaries and/or affiliates and/or their businesses (“Eagle Information”)
shall at all times remain their exclusive property. Promptly after a request by
Eagle or the termination of Foulon-Tonat’s employment, Foulon-Tonat shall take
reasonable efforts to (i) return to Eagle all Documents in any tangible form
(whether originals, copies or reproductions) and all computer disks containing
or embodying any Document or Eagle Information and (ii) purge and destroy all
Documents and Eagle Information in any intangible form (including computerized,
digital or other electronic format) as may be requested in writing by the Chairman
of the Board of Eagle, and Foulon-Tonat shall not retain in any tangible form
any such Document or any summary, compilation, synopsis or abstract of any
Document or Eagle Information.


7.5 Non-Competition.


7.5.1 Foulon-Tonat
hereby acknowledges and agrees that, during the course of employment by Eagle,
Foulon-Tonat will become familiar with and involved in all aspects of the
business and operations of Eagle. Foulon-Tonat hereby covenants and agrees that
from the Commencement Date until the earlier to occur of (a) the date one
hundred eighty (180) days after Foulon-Tonat’s last day of employment with
Eagle or (b) December 31, 2009, Foulon-Tonat will not at any time (except for
Eagle), directly or indirectly, in any capacity (whether as a proprietor,
owner, agent, officer, director, shareholder, partner, principal, member,
employee, contractor, consultant or otherwise) render any services to a bank or
savings and loan or a holding company of a bank or savings and loan (in any
case, a “Bank”), or to any person or entity that is attempting to form a Bank,
with respect to any Bank office, branch or other facility (in any case, a “Branch”)
that is (or is proposed to be) located within a thirty-five (35) mile radius of
the location of Eagle’s headquarters on the date hereof (including, without
limitation, being involved in any manner in the operations of or having any
responsibilities with respect to any Branch).



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7.5.2 This Section
7.5 shall not apply if prior to December 31, 2009, there is a (i) merger or
consolidation of Eagle with a third party in which Eagle is not the survivor,
(ii) sale of a controlling interest in Eagle to a third party or (iii) a sale
of all or substantially all of the business or assets of Eagle to a third
party, and this Agreement is not assigned to such third party or Foulon-Tonat’s
employment hereunder is otherwise terminated by such third party in connection
with such merger, consolidation or sale. 
Further, mere ownership of less than two percent (2%) of the securities
of any publicly held corporation shall not constitute a violation of this
Section.


7.6 Non-Interference.
Foulon-Tonat hereby covenants and agrees that during her employment and for a
period of twelve (12) months after Foulon-Tonat’s last date of employment with
Eagle, Foulon-Tonat will not, directly or indirectly, for herself or any other
Person (whether as a proprietor, owner, agent, officer, director, shareholder,
partner, principal, member, employee, contractor, consultant or any other
capacity), induce or attempt to induce any customers, suppliers, officers,
employees, contractors, consultants, agents or representatives of, or any other
person that has a business relationship with, Eagle or any of its parent,
subsidiaries and affiliates to discontinue, terminate or reduce the extent of
their relationship with Eagle and/or any such parent, subsidiary or affiliate
or to take any action that would disrupt or otherwise be disadvantageous to any
such relationship, nor will Foulon-Tonat otherwise solicit any customer or employee
of Eagle on behalf of herself or any other Person or entity.


7.7 Injunction.
In the event of any breach or threatened or attempted breach of any such
provision by Foulon-Tonat, Eagle shall, in addition to and not to the exclusion
of any other rights and remedies at law or in equity, be entitled to seek and
receive from any court of competent jurisdiction (i) full temporary and
permanent injunctive relief enjoining and restraining Foulon-Tonat and each and
every other Person concerned therein from the continuation of such volatile
acts and (ii) a decree for specific performance of the applicable provisions of
this Agreement, without being required to furnish any bond or other security.


7.8         Reasonableness.


7.8.1  Foulon-Tonat has carefully read and considered
the provisions of this Article 7 and, having done so, agrees that the
restrictions and agreements set forth in this Article 7 are fair and reasonable
and are reasonably required for the protection of the interests of Eagle and
its business, shareholders, directors, officers and employees. Foulon-Tonat
further agrees that the restrictions set forth in this Agreement will not
impair or unreasonably restrain Foulon-Tonat’s ability to earn a livelihood.


7.8.2 If any court
of competent jurisdiction should determine that the duration, geographical area
or scope of any provision or restriction’ set forth in this Article 7 exceeds
the maximum duration, geographic area or scope that is reasonable and
enforceable under applicable law, the parties agree that said provision shall
automatically be modified and shall be deemed to extend only over the maximum
duration, geographical area and/or scope as to which such provision or
restriction said court determines to be valid and enforceable under applicable
law, which determination the parties direct the court to make, and the parties
agree to be bound by such modified provision or restriction.


8.                                    Change
in Control.


8.1           Definition.  “Change in Control” means and shall be deemed
to have occurred if:


(a)  there shall be consummated any consolidation
or merger of EBI in which EBI is not the continuing or surviving corporation or
pursuant to which shares of EBI’s capital stock are converted into cash,
securities or other property other than a consolidation or merger of EBI in which
the holders of EBI’s voting stock immediately before the consolidation or
merger shall, upon consummation of the consolidation or merger, own at least
50% of the voting stock of the surviving corporation, or any sale of all or
substantially all of the assets of EBI;


(b)  any person (within the meaning of Sections
13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) shall after the Commencement Date become the beneficial owner (within
the meaning of Rules 13d-3 and 13d-5 under the Exchange Act), directly or
indirectly, of securities of EBI representing fifty-one percent (51%) or more
of the voting power of then all outstanding securities of EBI 



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entitled to vote
generally in the election of directors of EBI (including, without limitation,
any securities of EBI that any such person has the right to acquire pursuant to
any agreement, or upon exercise of conversion rights, warrants or options, or
otherwise, which shall be deemed beneficially owned by such person); or


(c)  individuals who at the Commencement Date
constitute the entire Board of Directors of EBI and any new directors whose
election by the Board of Directors of EBI, or whose nomination for election by
EBI’s stockholders, shall have been approved by a vote of at least a majority
of the directors then in office who either were directors at the Commencement
Date or whose election or nomination for election shall have been so approved,
shall cease for any reason to constitute at least a majority of the Board of
Directors of EBI.


8.2           Change
in Control Termination.  For purposes
of this Agreement, a “Change in Control Termination” means that while this
Agreement is in effect:


(a)  Foulon-Tonat’s employment with Eagle is
terminated without Cause (i) within one hundred twenty (120) days immediately
prior to and in conjunction with a Change in Control or (ii) within twelve (12)
months following consummation of a Change in Control; or


(b)  Foulon-Tonat is notified within one hundred
twenty (120) days immediately prior to consummation of a Change in Control or
within twelve (12) months following consummation of a Change in Control that,
she will not be continued in a position with Eagle that is comparable (has
comparable compensation and benefits, and is located within twenty-five (25)
miles of Foulon-Tonat’s primary worksite) to the position Foulon-Tonat holds at
the time such notice is given if the notice is given prior to the Change in
Control or, if the notice is given after a Change in Control, to the position
Foulon-Tonat held immediately prior to the Change in Control, and within
fifteen (15) days after receiving such notification Foulon-Tonat notifies Eagle
that she is terminating her employment due to such change in her employment,
with her last day of employment to be mutually agreed to by Eagle and
Foulon-Tonat but which shall be not more than sixty (60) days after such notice
is given by Foulon-Tonat; or


(c)  If at the expiration of the twelve (12) month
period following consummation of a Change in Control (the “Action Period”) none
of the events described in Sections 8.2(a) and 8.2(b) above have occurred,
Foulon-Tonat, within the thirty (30) day period immediately following the last
day of the Action Period, notifies Eagle that she is terminating her employment
due to the Change in Control, with her last day of employment to be mutually
agreed to by Eagle and Foulon-Tonat but which shall be not more than sixty (60)
days after such notice is given by Foulon-Tonat.


8.3           Change in Control Payment.  If there is a Change in Control Termination,
Foulon-Tonat shall be paid a lump-sum cash payment (the “Change Payment”) equal
to 2.99 times Foulon-Tonat’s Salary at the highest rate in effect during the
twelve (12) month period immediately preceding her last day of employment, such
Change Payment to be made to Foulon-Tonat within forty-five (45) days after her
last day of employment.


8.4           Adjustment.


(a) Notwithstanding
anything in this Agreement to the contrary, if the Determining Firm (as defined
in Section 8.4(b)) determines that any portion of the Change Payment and/or the
portions, if any, of other payments or 
distributions in the nature of compensation by Eagle to or for the
benefit of Foulon-Tonat (including, but not limited to, the value of the
acceleration in vesting of restricted stock, options or any other stock-based
compensation) whether or not paid or payable or distributed or distributable
pursuant to the terms of this Agreement (collectively with the Change Payment,
the “Aggregate Payment”), would cause any portion of the Aggregate Payment to
be subject to the excise tax imposed by Code Section 4999 or would be
nondeductible by Eagle pursuant to Code Section 280G (such portion subject to
the excise tax or being nondeductible, the “Parachute Payment”), the Aggregate
Payment will be reduced, beginning with the Change Payment, to an amount which
will not cause any portion of the Aggregate Payment to constitute a Parachute
Payment.


(b) All
determinations required to be made under this Section 8.4, will be made by a reputable
law or accounting firm (the “Determining Firm”) selected by Eagle.  All fees and expenses of the Determining Firm
will be obligations solely of Eagle.  The
determination of the Determining Firm will be binding upon Eagle and
Foulon-Tonat.



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9. Assignability.  Foulon-Tonat shall have no right to assign
this Agreement or any of Foulon-Tonat’s rights or obligations hereunder to
another party or parties.


10. Governing
Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Maryland applicable to contracts executed and to be
performed therein, without giving to the choice of law rules thereof.


11. Notices.
All notices, requests, demands and other communications required to be given or
permitted to be given under this Agreement shall be in writing and shall be
conclusively deemed to have been given (1) when hand delivered to the other
party, or (2) when received when by facsimile at the address a number set forth
below provided however, that notices given by facsimile shall no be
effective unless either a duplicate copy of such facsimile notice is promptly
given by depositing same in a States post office first-class postage prepaid
and addressed to the parties as set forth below, or the receiving party
delivers a written confirmation of receipt for such notice either by facsimile
or any other method permitted under this sub additionally, any notice given by
facsimile shall be deemed received on the next business day if such notice is
received after 5:00 p.m. (recipient’s time) or on a non-business day); or three
(3) business days after the same have been deposited in a United States post
office with first-class certified mail, return receipt, postage prepaid and
addressed to the parties as set forth below; or (4) the next business day after
same have been deposited with a national overnight delivery service reasonably
approved by the parties (Federal Express and DHL WorldWide Express being deemed
approved by the parties), postage prepaid, addressed to the parties as set
forth below with next-business-day delivery guaranteed, provided that the
sending party received a confirmation of delivery from the delivery service
provider. The address of a party set forth below may be changed by that party
by written notice to the other from time to time pursuant to this Article.


	
   

  	
  To:

  	
  Martha Foulon-Tonat

  
	
   

  	
   

  	
  118 Hart Road

  
	
   

  	
   

  	
  Gaithersburg, MD
  20878

  
	
   

  	
   

  	
   

  
	
   

  	
  To:

  	
  EagleBank

  
	
   

  	
   

  	
  C/O Ronald D.
  Paul

  
	
   

  	
   

  	
  7815 Woodmont
  Ave.

  
	
   

  	
   

  	
  Bethesda, MD
  20814

  
	
   

  	
   

  	
   

  
	
   

  	
  cc:

  	
  Fred S. Sommer, Esquire

  
	
   

  	
   

  	
  Shulman, Rogers,
  Gandal, Pordy & Ecker, P.A.

  
	
   

  	
   

  	
  11921 Rockville
  Pike, Third Floor

  
	
   

  	
   

  	
  Rockville, MD
  20852

  



 


12. Entire
Agreement. This Agreement contains all of the agreements and understandings
between the parties hereto with respect to the employment of Foulon-Tonat by
Eagle, and supersedes all prior agreements, arrangements and understandings
related to the subject matter hereof. No oral agreements or written
correspondence shall be held to affect the provisions hereof. No
representation, promise, inducement or statement of intention has been made by
either party that is not set forth in this Agreement, and neither party shall
be bound by or liable for any alleged representation, promise, inducement or
statement of intention not so set forth.


13. Headings.
The Article and Section headings contained in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.


14. Severability.
Should any part of this Agreement for any reason be declared or held illegal,
invalid or unenforceable, such determination shall not affect the legality,
validity or enforceability of any remaining portion or provision of this
Agreement, which remaining portions and provisions shall remain in force and
effect as if this Agreement has been executed with the illegal, invalid or
unenforceable portion thereof eliminated.


15. Amendment:
Waiver. Neither this Agreement nor any provision hereof may be amended,
modified, changed, waived, discharged or terminated except by an instrument in
writing signed by the party against which enforcement of the amendment,
modification, change, waiver, discharge or termination is sought. The failure
of either party at any time or times to require performance of any provision
hereof shall not in any manner affect the right at a later time to enforce



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the same. No
waiver by either party of the breach of any term, provision or covenant
contained in this Agreement, whether by conduct or otherwise, in any one or
more instances, shall be deemed to be, or construed as, a further or continuing
waiver of any such breach, or a waiver of the breach of any other term,
provision or covenant contained in this Agreement.


16. Gender and
Tense. As used in this Agreement, the masculine, feminine and neuter
gender, and the singular or plural number, shall each be deemed to include the
other or others whenever the context so indicates.


17. Binding
Effect. This Agreement is and shall be binding upon, and inures to the
benefit of, Eagle, its successors and assigns, and Foulon-Tonat and her heirs,
executors, administrators, and personal and legal representatives.


IN WITNESS
WHEREOF, the parties have executed this Agreement as of the date first written
above.


	
  EagleBank

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Martha
  Foulon-Tonat

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Martha
  Foulon-Tonat

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date

  	
   

  



 



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