Exhibit
10.2


 


EMPLOYMENT
AGREEMENT


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


RECITAL


Eagle
desires to retain Flynn as President of District of Columbia of Eagle and Chief
Operating Officer of Eagle Bancorp, Inc. and Flynn 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 Flynn
to serve as President of District of Columbia of Eagle and Chief Operating
Officer of Eagle Bancorp, Inc.  It is
expected that as long as “inside” representation is permitted on the Bank Board
and the EBI Board, Flynn shall also be a member of the Bank Board and the EBI
Board, subject to election by the shareholders of EagleBank and EBI, as the
case may be, in accordance with the Bank Bylaws and the EBI Bylaws, as
applicable.


2.2   Term. The term of this Agreement and
Flynn’s employment hereunder shall commence with the Commencement Date and
continue until December 31, 2008 (the “Term”), unless sooner terminated in
accordance with the provisions of this Agreement.



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3.                                       Duties
of Flynn.


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


3.2 Performance
of Services. Flynn agrees to devote his full business time and attention to
the performance of his duties and responsibilities under this Agreement, and
shall use his best efforts and discharge his duties to the best of his ability
for and on behalf of Eagle and toward its successful operation. Flynn shall
comply with all laws, statutes, ordinances, rules and regulations relating to
his employment and duties. During the Term of this Agreement, Flynn 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. Flynn 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 Flynn’s
duties to Eagle, present a conflict of interest with Eagle and/or EBI, breach
Flynn’s duty of loyalty or fiduciary duties to Eagle and/or EBI, or otherwise
conflict with the provisions of this Agreement; provided, however, that Flynn
shall not be prevented from investing Flynn’s assets in such form or manner as
would not require any services on the part of Flynn 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. Flynn
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 Flynn the
following:


4.1   Salary. Beginning on the Commencement
Date, Flynn shall be paid a salary (“Salary”) of Two Hundred Thirty Six
Thousand Eighty Dollars ($236,080.00) on an annualized basis.  Eagle shall pay Flynn’s Salary in equal
installments in accordance with Eagle’s regular payroll periods as may be set
by Eagle from time to time. Flynn’s salary shall be further increased from time
to time at the discretion of the Board. 
Flynn 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.  Flynn 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 Flynn beginning on the
Commencement Date.


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


4.6         Non-Life Insurance.
Eagle will provide Flynn 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 Flynn in the amount of Seven Hundred
Fifty Thousand ($750,000.00), the particular product and carrier to be chosen
by Eagle in its discretion. Flynn shall have the right to designate the
beneficiary of the Policy. Eagle will pay the premium for the Policy.  In the event Flynn is rated and the premium
exceeds the standard rate, the Policy amount shall be lowered to the maximum
amount that can be purchased at the standard rate for a Seven Hundred Fifty
Thousand ($750,000.00) policy.  For
example, if Flynn is rated and the standard rate for a Seven Hundred Fifty
Thousand ($750,000.00) policy would acquire a Six Hundred Thousand
($600,000.00) policy, Eagle would only be required to purchase the Six Hundred
Thousand 



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($600,000.00)
policy.


4.7.2 Eagle may, at its
cost, obtain and maintain “key-man” life insurance and/or Bank-owned life
insurance on Flynn in such amount as determined by the Board from time to time.
Flynn 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 Flynn, 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 Flynn is being  provided the car allowance) and other
out-of-pocket expenses incurred by Flynn in the performance of his 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. Flynn 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, Flynn 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.
Flynn 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 Flynn in
connection with or associated with the services rendered by Flynn 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;


(c) any Bank
Regulatory Agency action or proceeding against Flynn as a result of his
negligence, fraud, malfeasance or misconduct;



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(d) any of the
following conduct on the part of Flynn that Flynn 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 Flynn to an extent which materially interferes with or prevents
Flynn from performing Flynn’s duties under this Agreement;


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


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


(iv)  willful or intentional misconduct on the part
of Flynn 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 Flynn’s employment for Cause immediately on written notice, with Flynn’s
compensation and benefits ceasing as of Flynn’s last day of employment,
provided, however, that Flynn 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 Flynn’s employment at any time on written notice without Cause for any or
no reason, with Flynn’s compensation and benefits ceasing as of Flynn’s last
day of employment, subject to the provisions of Section 6.4. and Article 8.


6.3 Termination
by Flynn. Flynn shall have the right to cancel and terminate this Agreement
and his employment at any time on sixty (60) days prior written notice to the
Board, with Flynn’s compensation and benefits ceasing as of Flynn’s last day of
employment, provided, however, that Flynn 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 Flynn’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 Flynn, in the manner set forth below,
Flynn’s Salary at the rate being paid as of the date of termination; provided,
however, that Flynn shall not be entitled to any such payments of Salary if (i)
his employment is terminated due to his 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 Flynn pursuant to this Section
6.4 shall be paid to Flynn in installments on the same schedule as Flynn was
paid immediately prior to the date of termination, each installment to be the
same amount Flynn would have been paid under this Agreement if she had not been
terminated. In the event Flynn breaches any provision of Article 7 of this
Agreement, Flynn’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.  Flynn, 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 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 



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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.
Flynn hereby covenants and agrees that Flynn 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 Flynn’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 Flynn) 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 Flynn’s employment, Flynn
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 Flynn may
disclose the existence of this Agreement or the terms and conditions herein to
Flynn’s immediate family, tax, financial or legal advisers, prospective
employers (with whom Flynn’s employment is not prohibited by Paragraph 7.5),
any taxing authority, or as required by law. 
If Flynn is asked about the existence and/or terms and conditions of
this Agreement, Flynn is permitted to state only that “the terms of my
employment are a confidential matter that I am not able to disclose.”  Flynn 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 Flynn, or otherwise provided
to or coming into the possession of Flynn, 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 Flynn’s employment, Flynn 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 Flynn 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 Flynn hereby
acknowledges and agrees that, during the course of employment by Eagle, Flynn
will become familiar with and involved in all aspects of the business and
operations of Eagle. Flynn hereby covenants and agrees that from the
Commencement Date until the earlier to occur of (a) the date one hundred eighty
(180) days after Flynn’s last day of employment with Eagle or (b) December 31,
2008, Flynn 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).


7.5.2 This Section
7.5 shall not apply if prior to December 31, 2008, 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 Flynn’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.
Flynn hereby covenants and agrees that during his employment and for a period
of twelve (12) months after Flynn’s last date of employment with Eagle, Flynn
will not, directly or indirectly, for 



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himself 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 Flynn otherwise solicit any
customer or employee of Eagle on behalf of himself 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 Flynn, 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 Flynn 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  Flynn 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. Flynn further agrees
that the restrictions set forth in this Agreement will not impair or
unreasonably restrain Flynn’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 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.



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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)  Flynn’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)   Flynn 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, he 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
Flynn’s primary worksite) to the position Flynn 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 Flynn held
immediately prior to the Change in Control, and within fifteen (15) days after
receiving such notification Flynn notifies Eagle that he is terminating his
employment due to such change in his employment, with his last day of
employment to be mutually agreed to by Eagle and Flynn but which shall be not
more than sixty (60) days after such notice is given by Flynn; 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,
Flynn, within the thirty (30) day period immediately following the last day of
the Action Period, notifies Eagle that he is terminating his employment due to
the Change in Control, with his last day of employment to be mutually agreed to
by Eagle and Flynn but which shall be not more than sixty (60) days after such
notice is given by Flynn.


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


9. Assignability.  Flynn shall have no right to assign this
Agreement or any of Flynn’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 of Maryland applicable to contracts executed and to be
performed therein, without giving to the choice of State 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, 



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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:

  	
   

  	
  Michael T. Flynn

  
	
   

  	
   

  	
  10221 Chapel
  Road

  
	
   

  	
   

  	
  Potomac, MD
  20854

  
	
   

  	
   

  	
   

  
	
  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 Flynn 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 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 Flynn and his heirs,
executors, administrators, and personal and legal representatives.



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


EagleBank


 


	
  

  	
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  Michael T. Flynn

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Michael T. Flynn

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
								



 



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