Exhibit
10.9


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 James
H. Langmead (“Langmead”).


RECITAL


Eagle
desires to retain Langmead as Executive Vice President and Chief Financial
Officer of Eagle and Langmead 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
Langmead to serve as Executive Vice President and Chief Financial Officer of
Eagle.


2.2   Term. The term of this Agreement and
Langmead’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 Langmead.


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


3.2 Performance
of Services. Langmead 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. Langmead shall
comply with all laws, statutes, ordinances, rules and regulations relating to
his employment and duties. During the Term of his employment, Langmead 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. Langmead agrees that while employed by Eagle
he 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
Langmead’s duties to Eagle, present a conflict of interest with Eagle and/or
EBI, breach Langmead’s duty of loyalty or fiduciary duties to Eagle and/or EBI,
or otherwise conflict with the provisions of this Agreement; provided, however,
that Langmead shall not be prevented from investing Langmead’s assets in such
form or manner as would not require any services on the part of Langmead 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. Langmead 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 Langmead the
following:


4.1   Salary. Beginning on the Commencement
Date, Langmead shall be paid a salary (“Salary”) of One Hundred Ninety Thousand
Two Hundred One Dollars and Eighteen Cents ($190,201.18) on an annualized
basis.  Eagle shall pay Langmead’s Salary
in equal installments in accordance with Eagle’s regular payroll periods as may
be set by Eagle from time to time. Langmead’s salary shall be further increased
from time to time at the discretion of the Board.  Langmead 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.  Langmead 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 Langmead beginning on the
Commencement Date.


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


4.6   Non-Life Insurance. Eagle will provide
Langmead 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 Langmead in the amount of Seven Hundred
Fifty Thousand ($750,000.00), the particular product and carrier to be chosen
by Eagle in its discretion. Langmead shall have the right to designate the
beneficiary of the Policy. Eagle will pay the premium for the Policy.  In the event Langmead 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 Langmead 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 



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Hundred Thousand
($500,000.00) policy.


4.7.2
Parking.  Will be provided by Eagle.


4.7.3 Eagle may, at its
cost, obtain and maintain “key-man” life insurance and/or Bank-owned life
insurance on Langmead in such amount as determined by the Board from time to
time. Langmead 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 pay or reimburse Langmead, 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 and other out-of-pocket expenses incurred by Langmead 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 seminars, meetings and conventions.


4.9   Retirement Plans. Langmead 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, Langmead 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.
Langmead 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 Langmead in
connection with or associated with the services rendered by Langmead 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 Langmead as a result of his
negligence, fraud, malfeasance or misconduct;



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(d) any of the
following conduct on the part of Langmead that Langmead has not 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 Langmead to an extent which materially interferes with or
prevents Langmead from performing Langmead’s duties under this Agreement;


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


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


6.3 Termination
by Langmead. Langmead 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 Langmead’s compensation and benefits ceasing as of
Langmead’s last day of employment, provided, however, that Langmead 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 Langmead’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 Langmead, in the manner set forth below,
Langmead’s Salary and benefits at the rate being paid as of the date of
termination; provided, however, that Langmead 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 Langmead
pursuant to this Section 6.4 shall be paid to Langmead in installments on the
same schedule as Langmead was paid immediately prior to the date of
termination, each installment to be the same amount Langmead would have been
paid under this Agreement if he had not been terminated. In the event Langmead
breaches any provision of Article 7 of this Agreement, Langmead’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-Interference.


7.1 Confidential
Information.  Langmead, 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 



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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.
Langmead hereby covenants and agrees that Langmead 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 Langmead’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 Langmead) 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 Langmead’s employment,
Langmead 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
Langmead may disclose the existence of this Agreement or the terms and
conditions herein to Langmead’s immediate family, tax, financial or legal
advisers, prospective employers, any taxing authority, or as required by
law.  If Langmead is asked about the
existence and/or terms and conditions of this Agreement, Langmead is permitted
to state only that “the terms of my employment are a confidential matter that I
am not able to disclose.”  Langmead
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 Langmead, or otherwise
provided to or coming into the possession of Langmead, 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 Langmead’s employment, Langmead 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 Langmead 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-Interference.
Langmead hereby covenants and agrees that during his employment and for a
period of twelve (12) months after Langmead’s last date of employment with
Eagle, Langmead will not, directly or indirectly, for 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 Langmead otherwise solicit any customer or employee
of Eagle on behalf of himself or any other Person or entity.


7.6 Injunction.
In the event of any breach or threatened or attempted breach of any such
provision by Langmead, 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 Langmead 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.



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7.7         Reasonableness.


Langmead 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. Langmead further agrees that the restrictions set forth in this
Agreement will not impair or unreasonably restrain Langmead’s ability to earn a
livelihood.


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; or


(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.


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)  Langmead’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)   Langmead 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 Langmead’s primary worksite) to the position Langmead 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 Langmead
held immediately prior to the Change in Control, and within fifteen (15) days
after receiving such notification Langmead 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 Langmead but which
shall be not more than sixty (60) days after such notice is given by Langmead;
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,
Langmead, 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 Langmead but which shall be not more than sixty (60) days after
such notice is given by Langmead.



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8.3           Change in Control Payment.  If there is a Change in Control Termination,
Langmead shall be paid a lump-sum cash payment (the “Change Payment”) equal to
2.99 times Langmead’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 Langmead 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 Langmead (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 Langmead.


9. Assignability.  Langmead shall have no right to assign this
Agreement or any of Langmead’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 not be
effective unless either a duplicate copy of such facsimile notice is promptly
given by depositing same in a United 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 subject, 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:

  	
  James H. Langmead

  	
   

  
	
   

  	
   

  	
  7112 Chardon Court

  	
   

  
	
   

  	
   

  	
  Clarksville, MD 21029

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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.

  	
   

  




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


[Signatures appear on following page]



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


	
  EagleBank

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  
	
   

  
	
  James
  H. Langmead

  
	
   

  
	
   

  
	
   

  	
   

  
	
  James H.
  Langmead

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Date

  
				



 


 



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