Exhibit 10.11


 


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 Janice
Williams  (“Williams”).


 


RECITAL


 


Eagle desires to retain
Williams as Senior Vice President, Chief Credit Officer of Eagle and Williams
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 Williams to serve as Senior Vice President and Chief Credit
Officer of Eagle.


 


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


 

















 


3.                                       Duties
of Williams.


 


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


 


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


 


4.1         Salary. Beginning
on the Commencement Date, Williams shall be paid a salary (“Salary”) of One
Hundred Forty-Five Thousand Dollars ($145,000.00) on an annualized basis.   Eagle shall pay Williams’s Salary in equal
installments in accordance with Eagle’s regular payroll periods as may be set
by Eagle from time to time. Williams’s salary shall be further increased from
time to time at the discretion of the Board. 
Williams shall also be entitled to certain incentive bonus payments as
determined by Board approved incentive plans.


 


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.  Williams 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 senior officers.


 


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


 


4.5         Car
Allowance.  Eagle will pay William an
annual car allowance of Six Thousand Dollars ($6,000).


 


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


 


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


 


4.8  Parking.  Will be provided by Eagle.


 


4.9         Expenses. Eagle
shall promptly upon presentation of proper expense reports therefore pay or
reimburse Williams, in accordance with the policies and procedures established
from time to time by Eagle for its officers, for all reasonable and customary
travel and other out-of-pocket expenses incurred by Williams 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 seminars, meetings and conventions.


 


4.10   Retirement Plans.
Williams shall be entitled to participate in any and all qualified pension or
other retirement plans of Eagle which may be applicable to senior personnel of
Eagle.


 


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


 


4.12 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.


 


4.13 Warrants.
Williams 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.


 


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:


 


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(a) any act
of theft, fraud, intentional misrepresentation or similar conduct by Williams
in connection with or associated with the services rendered by Williams 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 Williams as a result of her
negligence, fraud, malfeasance or misconduct;


 


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


 


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


 


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


 


6.3 Termination
by Williams. Williams 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 Williams’s compensation and benefits ceasing as of Williams’s
last day of employment, provided, however, that Williams 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 Williams’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 Williams, in the manner set forth below,
Williams’s Salary and benefits at the rate being paid as of the date of
termination; provided, however, that Williams 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 


 


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Change in Control
Termination (as defined in Section 8.2). 
Any Salary due Williams pursuant to this Section 6.4 shall be paid
to Williams in installments on the same schedule as Williams was paid
immediately prior to the date of termination, each installment to be the same
amount Williams would have been paid under this Agreement if she had not been
terminated. In the event Williams breaches any provision of Article 7 of
this Agreement, Williams’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.  Williams, 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 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.
Williams hereby covenants and agrees that Williams 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 Williams’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
Williams) 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 Williams’ employment,
Employee 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
Williams may disclose the existence of this Agreement or the terms and
conditions herein to Williams’ immediate family, tax, financial or legal
advisers, prospective employers (with whom Williams’ employment is not
prohibited by Paragraph 7.5), any taxing authority, or as required by law.  If Employee is asked about the existence
and/or terms and conditions of this Agreement, Williams is permitted to state
only that “the terms of my employment are a confidential matter that I am not
able to disclose.”  Williams 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 Williams, or otherwise
provided to or coming into the possession of Williams, 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 Williams’s employment, Williams 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 


 


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Williams 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 Williams
hereby acknowledges and agrees that, during the course of employment by Eagle,
Williams will become familiar with and involved in all aspects of the business
and operations of Eagle. Williams hereby covenants and agrees that from the
Commencement Date until the earlier to occur of (a) the date one hundred
eighty (180) days after Williams’s last day of employment with Eagle or (b) December 31,
2009, Williams 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, 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 Williams’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.
Williams hereby covenants and agrees that during her employment and for a
period of twelve (12) months after Williams’s last date of employment with
Eagle, Williams 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 Williams 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 Williams, 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 Williams 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  Williams 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.
Williams further agrees 


 


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that the
restrictions set forth in this Agreement will not impair or unreasonably
restrain Williams’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; 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)  Williams’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)         Williams 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 Williams’ primary worksite) to the position Williams
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 Williams held immediately prior to the Change in Control, and within
fifteen (15) days after receiving such notification Williams 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 


 


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by Eagle and
Williams but which shall be not more than sixty (60) days after such notice is
given by Williams; 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, Williams, 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 Williams but which shall be not more than sixty
(60) days after such notice is given by Williams.


 


8.3                                 Change
in Control Payment.  If there is a
Change in Control Termination, Williams shall be paid a lump-sum cash payment
(the “Change Payment”) equal to 1.99 times Williams’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 Williams 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 Williams (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 Williams.


 


9. Assignability.  Williams shall have no right to assign this
Agreement or any of Williams’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 


 


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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:

  	
  Janice Williams

  	
   

  	
   

  
	
   

  	
   

  	
  13105 Brushwood Way

  	
   

  	
   

  
	
   

  	
   

  	
  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 Williams 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 Williams and her 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

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
  Janice
  Williams

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Janice Williams

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date

  	
   

  
				



 


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