Exhibit
10.7


 


AMENDED AND RESTATED


EMPLOYMENT AGREEMENT


 


THIS AMENDED AND
RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the
2nd day of December, 2008, by and between EagleBank, a Maryland chartered
commercial bank (the “Bank”), and Susan G. Riel (“Riel”).


 


RECITALS:


 


WHEREAS, the Bank and
Riel are parties to an Employment Agreement dated January 1, 2007 (the “Original
Agreement”), pursuant to which Riel serves as Executive Vice President and
Chief Operating Officer of the Bank; and


 


WHEREAS,
the parties believe that amendment of the Original Agreement is appropriate in
order to ensure that Section 409A(a)(1)(B) of the Internal Revenue Code
does not impose additional tax and interest on payments to Riel; and


 


WHEREAS,
the parties believe that amendment of the Original Agreement is appropriate in
order to ensure that the provisions thereof do not impede the ability of the
Bank and its affiliates to receive funds from the U.S. Department of Treasury
pursuant to the Troubled Assets Relief Plan Capital Purchase Program; and


 


WHEREAS,
to accomplish the foregoing, the parties desire to hereby enter into this
Agreement to supersede and replace the Original Agreement.


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants and agreements set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereto agree as follows:


 


1.             Employment.  The Bank agrees to employ Riel, and Riel
agrees to be employed as Executive Vice President and Chief Operating Officer
of the Bank, subject to the terms and provisions of this Agreement.


 


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


 


2.1           “Affiliate” means, with
respect to any Person, (i) any Person directly or indirectly controlling,
controlled by or under common control with such Person, (ii) any Person
owning or controlling fifty percent (50%) or more of the outstanding voting
interests of such Person, (iii) any officer, director, general partner,
managing member, or trustee of, or Person serving in a similar capacity with
respect to, such Person, or (iv) any Person who is an officer, director,
general partner, member, trustee, or holder of fifty percent (50%) or more of
the voting interests of any Person described in clauses (i), (ii), or (iii) of
this sentence. For purposes of this definition, the terms “controlling,” “controlled
by,” or “under common control with” shall mean the possession, direct or
indirect, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise.


 


2.2           “Bancorp” means Eagle
Bancorp, Inc., a Maryland corporation.


 


2.3           “Bank” is defined in
the Recitals.  If the Bank is merged into
any other Entity, or transfers substantially all of its business operations or
assets to another Entity, the term “Bank” shall be deemed to include such successor
Entity for purposes of applying Article 8 of this Agreement.


 


2.4           “Bank Entities” means
and includes any of the Bank, Bancorp and their Affiliates.


 


2.5           “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 the Bank or any transaction contemplated, undertaken
or proposed to be undertaken by the Bank, including, but not necessarily be
limited to:


 


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


 


(b)           the Federal Reserve
System, 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.


 


2.6           “Board” means the Board
of Directors of the Bank.


 


2.7           “Code”
means the Internal Revenue Code of 1986, as amended.


 


2.8           “Competitive Business”
means the banking and financial services business, which includes, without
limitation, consumer savings, commercial banking, the insurance and trust
business, the savings and loan business and mortgage lending, or any other
business in which any of the Bank Entities is engaged or has invested significant
resources within the prior six (6) month period in preparation for
becoming actively engaged.


 


2.9           “Competitive Products
or Services” means, as of any time, those products or services of the type that
any of the Bank Entities is providing, or is actively preparing to provide, to
its customers.


 


2.10         “Disability” means a
mental or physical condition which, in the good faith opinion of the Board,
renders Riel, with reasonable accommodation, unable or incompetent to carry out
the material job responsibilities which Riel held or the material duties to
which Riel was assigned at the time the disability was incurred, which has
existed for at least three (3) months and which in the opinion of a
physician mutually agreed upon by the Bank and Riel (provided
that neither party shall unreasonably withhold such agreement) is expected to
be permanent or to last for an indefinite duration or a duration in excess of
nine (9) months.


 


2.11         “Expiration Date” means August 31,
2011.


 


2.12         “Person” means any
individual or Entity.


 


2.13         “Section 409A” means
Section 409A of the Code and the regulations and administrative guidance
promulgated thereunder.


 


2.14         “Termination Date” means
the Expiration Date or such earlier date on which the Term expires pursuant to Section 3.1
or is terminated pursuant to Section 7.2, 7.3, 7.4, or 7.5, as applicable.


 


Other
terms are defined throughout this Agreement and have the meanings so given
them.


 


3.             Term; Position.


 


3.1           Term.  Riel’s employment hereunder shall continue
until the Expiration Date, unless extended in writing by both the Bank and Riel
or sooner terminated in accordance with the provisions of this Agreement (the “Term”).


 


3.2           Position.  The Bank shall employ Riel to serve as
Executive Vice President and Chief Operating Officer of the Bank.


 


3.3           No Restrictions.  Riel represents and warrants to the Bank that
Riel is not subject to any legal obligations or restrictions that would prevent
or limit her entering into this
Agreement and performing her
responsibilities hereunder.


 


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4.             Duties of
Riel.


 


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


 


4.2           Performance of
Services.  Riel 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 the
Bank and toward its successful operation. 
Riel agrees that, without the prior written consent of the Board, she
will not during the Term, directly or indirectly, perform services for or
obtain a financial or ownership interest in any other Entity (an “Outside
Arrangement”) if such Outside Arrangement would interfere with the satisfactory
performance of her duties to the
Bank, present a conflict of interest with the Bank and/or Bancorp, breach her duty of loyalty or fiduciary
duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of
this Agreement.  Riel shall promptly
notify the Board of any Outside Arrangement, provide the Bank with any written
agreement in connection therewith and respond fully and promptly to any
questions that the Board may ask with respect to any Outside Arrangement.  If the Board determines that Riel’s
participation in an Outside Arrangement would interfere with her satisfactory performance of her duties to the Bank, present a
conflict of interest with the Bank and/or Bancorp, breach her duty of loyalty or fiduciary
duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of
this Agreement, Riel shall not undertake, or shall cease, such Outside
Arrangement as soon as feasible after the Board notifies her of such
determination.  Notwithstanding any
provision hereof to the contrary, this Section 4.2 does not restrict Riel’s
right to own securities of any Entity that files periodic reports with the
Securities and Exchange Commission under Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended; provided that her total ownership constitutes less
than two percent (2%) of the outstanding securities of such company.


 


4.3           Compliance with Law.  Riel shall comply with all laws, statutes,
ordinances, rules and regulations relating to her employment and duties.


 


5.             Compensation;
Benefits. As full compensation for all services rendered pursuant to this
Agreement and the covenants contained herein, the Bank shall pay to Riel the
following:


 


5.1           Salary.  Through the end of the Term, Riel shall be
paid a salary (“Salary”) of Two Hundred Forty-three Thousand One Hundred One
Dollars ($243,101) on an annualized basis. 
The Bank shall pay Riel’s Salary in equal installments in accordance
with the Bank’s regular payroll periods as may be set by the Bank from time to
time.  Riel’s Salary may be further
increased from time to time, at the discretion of the Board. Riel may also be
entitled to certain incentive bonus payments as determined by Board approved
incentive plans.


 


5.2           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.


 


5.3           Vacation and Leave.  Riel shall be entitled to such vacation and
leave as may be provided for under the current and future leave and vacation
policies of the Bank for executive officers.


 


5.4           Office Space.  The Bank will provide customary office space
and office support to Riel.


 


5.5           Parking.  Paid parking at Riel’s regular worksite will
be provided by the Bank at its expense.


 


5.6           Car
Allowance.  The Bank will pay Riel a
monthly car allowance of Seven Hundred Fifty Dollars ($750.00).


 


5.7           Non-Life Insurance.  The Bank will provide Riel with group health,
disability and other insurance as the Bank may determine appropriate for all
employees of the Bank.


 


5.8           Life Insurance.


 


5.8.1 Riel may
obtain a term life insurance policy (the “Policy”) on Riel in the amount of
Seven 


 


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Hundred Fifty
Thousand Dollars ($750,000.00), the particular product and carrier to be chosen
by Riel in her
discretion.  Riel shall have the right to
designate the beneficiary of the Policy. 
If the Policy is obtained, Riel shall provide the Bank with a copy of
the Policy, and the Bank will pay, during the Term of this Agreement, the
premiums for the Policy upon submission by Riel to the Bank of the invoices
therefor.  In the event Riel is rated and
the premium exceeds the standard rate for a Seven Hundred Fifty Thousand Dollar
($750,000.00) policy, the Policy amount shall be lowered to the maximum amount
that can be purchased at the standard rate for a Seven Hundred Fifty Thousand
Dollar ($750,000.00) policy.  For
example, if Riel is rated and the standard rate for a Seven Hundred Fifty
Thousand Dollar ($750,000.00) policy would acquire a Five Hundred Thousand Dollar
($500,000.00) policy, the Bank would only be required to pay the premium for a
Five Hundred Thousand Dollar ($500,000.00) policy.  If a Policy is obtained and it is cancelled
or terminated, Riel shall immediately notify the Bank of such cancellation or
termination.


 


5.8.2
The Bank may, at its cost, obtain and maintain “key-man” life insurance and/or
Bank-owned life insurance on Riel in such amount as determined by the Board
from time to time. Riel agrees to cooperate fully and to take all actions
reasonably required by the Bank in connection with such insurance.


 


5.9           Expenses.  The Bank shall, promptly upon presentation of
proper expense reports therefor, pay or reimburse Riel, in accordance with the
policies and procedures established from time to time by the Bank for its
officers, for all reasonable and customary travel (other than local use of an
automobile for which Riel is being 
provided the car allowance) and other out-of-pocket expenses incurred by
Riel in the performance of her
duties and responsibilities under this Agreement and promoting the business of
the Bank, including approved membership fees, dues and the cost of attending
business related seminars, meetings and conventions.


 


5.10         Retirement Plans.  Riel shall be entitled to participate in any
and all qualified pension or other retirement plans of the Bank which may be
applicable to personnel of the Bank.


 


5.11         Other Benefits.  While this Agreement is in effect, Riel shall
be entitled to all other benefits that the Bank provides from time to time to
its officers.


 


5.12         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.


 


5.13         Equity Compensation.  Riel shall be eligible to receive awards of
options, SARs and /or Restricted Stock under the 2006 Stock Plan of Bancorp,
from time to time, at the discretion of the 2006 Plan Committee or Compensation
Committee of the Board of Directors of Bancorp.


 


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


 


6.1           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 the Bank’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 the Bank. 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 the Bank 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.


 


7.             Termination of Agreement.  Prior to the Expiration Date, the Term of
this Agreement may be terminated as provided below in this Article 7.


 


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


 


(a) any act
of theft, fraud, intentional misrepresentation, personal dishonesty or breach
of fiduciary duty involving personal gain or similar conduct by Riel with
respect to the Bank Entities or the services to be rendered by her 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 6.1 within a reasonable period of
time after written notice thereof;


 


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


 


(d) indictment
of Riel, or Riel’s conviction or plea of nolo  contendere at the trial court level, of a felony, or any
crime of moral turpitude, or involving dishonesty, deception or breach of
trust;


 


(e) any of
the following conduct on the part of Riel that Riel has not corrected or cured
within thirty (30) days after having received written notice from the Bank
detailing and describing such conduct (provided, however, that the Bank shall not
be required to provide Riel with notice and opportunity to cure more than two (2) times
in any twelve (12) month period):


 


(i)            habitual absenteeism,
or the failure by or the inability of Riel to devote full time attention and
energy to the performance of Riel’s duties pursuant to this Agreement (other
than by reason of her death or
Disability);


 


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


 


(iii)          willful or intentional
misconduct on the part of Riel that results, or that the Board in good faith
determines may result, in substantial injury to the Bank or any of its
Affiliates; or


 


(iv)          any action (including
any failure to act) or conduct by Riel in violation of a material provision of
this Agreement (including but not limited to the provisions of Article 8
hereof, which shall be deemed to be material); or


 


(f)            the use of drugs,
alcohol or other substances by Riel to an extent which materially interferes
with or prevents Riel from performing her
duties under this Agreement;


 


(g)           the determination by
the Board, in the exercise of its reasonable judgment and in good faith, that
Riel’s job performance is substantially unsatisfactory and that she has failed
to cure such performance within a reasonable period (but in no event more than
thirty (30) days) after written notice specifying in reasonable detail the
nature of the unsatisfactory performance; or


 


(h)           Riel’s commission of
unethical business practices, acts of moral turpitude, financial impropriety,
fraud or dishonesty in any material matter which the Board in good faith
determines could adversely affect the reputation, standing or financial prospects
of the Bank or its Affiliates.


 


7.2           Termination by the
Bank for Cause.  After the occurrence
of any of the conditions specified in Section 7.1, the Bank shall have the
right to terminate the Term for Cause immediately on written notice to Riel.


 


7.3           Termination by the
Bank without Cause.  The Bank shall
have the right to terminate the Term at any time on written notice without
Cause, for any or no reason, such termination to be effective on the date on
which the Bank gives such notice to Riel or such later date as may be specified
in such notice.


 


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7.4           Termination for
Death or Disability.  The Term shall
automatically terminate upon the death of Riel or upon the Board’s
determination that Riel is suffering from a Disability.


 


7.5           Termination by Riel.  Riel shall have the right to terminate the
Term at any time, such termination to be effective on the date ninety (90) days
after the date on which Riel gives such notice to the Bank unless Riel and the
Bank agree in writing to a later date on which such termination is to be
effective.  After receiving notice of
termination, the Bank may require Riel to devote her good faith energies to transitioning her duties to her
successor and to otherwise helping to minimize the adverse impact of her resignation upon the operations of
the Bank.  If Riel fails or refuses to
fully cooperate with such transition, the Bank may immediately terminate Riel,
in which case it shall no longer have any obligation to pay any Salary or
provide any benefits to her, but solely for purposes of Sections 8.5 and 8.6
below, the Termination Date shall be the date ninety (90) days after the date
on which Riel gives notice of termination to the Bank pursuant to the first
sentence of this Section 7.5, or the later date referred to therein,
whichever is later.


 


7.6           Pre-Termination
Salary and Expenses.  Without regard
to the reason for, or the timing of, the termination or expiration of the
Term:  (a) the Bank shall pay Riel
any unpaid Salary due for the period prior to the Termination Date; and (b) following
submission of proper expense reports by Riel, the Bank shall reimburse Riel for
all expenses incurred prior to the Termination Date and subject to
reimbursement pursuant to Section 5.9 hereof.  These payments shall be made promptly upon
termination and within the period of time mandated by law.


 


7.7           Severance if
Termination by the Bank without Cause. 
Provided that Riel signs and delivers to the Bank no later than
twenty-one (21) days after the Termination Date a General Release and Waiver in
the form attached to this Agreement as Exhibit A, and except as set
forth below, if the Term is terminated by the Bank during the Term without
Cause, the Bank shall, for a period of one (1) year following the
Termination Date, (i) continue to pay Riel, in the manner set forth below,
Riel’s Salary at the rate being paid as of the Termination Date, and (ii) if
Riel timely elects to continue her
health insurance benefits under COBRA, pay to the insurer Riel’s premiums for
health insurance benefits continuation (for so long as Riel remains qualified
for such continuation under COBRA); provided, however, that Riel shall not be
entitled to any such payments if she is otherwise entitled to payments pursuant
to Section 9.4 in relation to a Change in Control.   Any payments due Riel pursuant to this Section 7.7
shall be paid to Riel in installments on the same schedule as Riel was paid
immediately prior to the Termination Date, each installment to be the same
amount Riel would have been paid under this Agreement if she had not been
terminated. In the event Riel breaches any provision of Article 8 of this
Agreement, Riel’s entitlement to any payments payable pursuant to this Section 7.7,
if and to the extent not yet paid, shall thereupon immediately cease and
terminate as of the date of such breach, with Riel having the obligation to
repay to the Bank any payments that were paid to her and any payments for
health insurance benefits continuation pursuant to this Section 7.7 with
respect to the period after such breach occurred and before such breach became
known to the Bank.  Furthermore, if
termination was initially not for Cause but the Bank thereafter determines in
good faith that, during the Term, Riel had engaged in conduct that would have
constituted Cause, Riel’s entitlement to any payments pursuant to this Section 7.7
shall terminate retroactively to the Termination Date, with Riel having the
obligation to repay to the Bank all payments that were paid to her and any payments
for health insurance benefits continuation pursuant to this Section 7.7,
and, upon the return of all such payments, said General Release and Waiver
shall be deemed rescinded and of no force or effect.   Notwithstanding anything to the contrary in this
Section 7.7, any payment pursuant to this Section shall be subject to
(i) any delay in payment required by Section 10.3 hereof and (ii) any
reduction required pursuant to Section 10.2
hereof.


 


7.8           Termination After
Change in Control.  Sections 9.2 and
9.3 set out provisions applicable to certain circumstances in which the Term
may be terminated after Change in Control.


 


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8.             Confidentiality;
Non-Competition; Non-Interference.


 


8.1           Confidential
Information.  Riel, during
employment, will have, and has had, access to and become familiar with various
confidential and proprietary information of the Bank Entities and/or relating
to the business of the Bank Entities (“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 the Bank Entities 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.


 


8.2           Nondisclosure.  Riel hereby covenants and agrees that she
shall not, directly or indirectly, disclose or use, or authorize any Person to
disclose or use, any Confidential Information (whether or not any of the
Confidential Information is novel or known by any other Person); provided
however, that this restriction shall not apply to the use or disclosure of
Confidential Information (i) to any governmental entity to the extent
required by law, (ii) which is or becomes publicly known and available
through no wrongful act of Riel or any Affiliate of Riel or (iii) in
connection with the performance of Riel’s duties under this Agreement.


 


8.3           Nondisclosure of
this Agreement.  The terms,
conditions and fact of this Agreement are strictly confidential.  From and after the date of execution of this
Agreement, Riel 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 Riel may disclose the existence of this Agreement or the terms and
conditions herein to Riel’s immediate family, tax, financial or legal advisers,
prospective employers (with whom Riel’s employment is not prohibited by Section 8.5),
any taxing authority, or as required by law. 
If Riel is asked about the existence and/or terms and conditions of this
Agreement, Riel is permitted to state only that “the terms of my employment are
a confidential matter that I am not able to disclose.”  Riel acknowledges that the terms of this Section 8.3
are a material inducement for the Bank to enter into this Agreement.  Notwithstanding the foregoing, Riel may
disclose such information regarding this Agreement as may be disclosed by the
Bank Entities in any document filed with the Securities and Exchange
Commission.


 


8.4           Documents.  All files, papers, records, documents,
compilations, summaries, lists, reports, notes, databases, tapes, sketches,
drawings, memoranda, and similar items (collectively, “Documents”), whether
prepared by Riel, or otherwise provided to or coming into the possession of
Riel, that contain any proprietary information about or pertaining or relating
to the Bank Entities (the “Bank Information”) shall at all times remain the
exclusive property of the Bank Entities. Promptly after a request by the Bank
or the Termination Date, Riel shall take reasonable efforts to (i) return
to the Bank all Documents in any tangible form (whether originals, copies or
reproductions) and all computer disks or other media containing or embodying
any Document or Bank Information and (ii) purge and destroy all Documents
and Bank Information in any intangible form (including computerized, digital or
other electronic format) as may be requested in writing by the Chief Executive
Officer  of the Bank or Chairman of the
Board of the Bank, and Riel shall not retain in any form any such Document or
any summary, compilation, synopsis or abstract of any Document or Bank
Information.


 


8.5           Non-Competition.  Riel hereby acknowledges and agrees that,
during the course of employment, Riel has become, and will become, familiar
with and involved in all aspects of the business and operations of the Bank
Entities. Riel hereby covenants and agrees that from the Commencement Date
until the later to occur of (a) the date one (1) year after the Termination
Date, or (b) the Expiration Date (the “Restricted Period”), Riel will not
at any time (except for the Bank Entities), directly or indirectly, in any
capacity (whether as a proprietor, owner, agent, officer, director,
shareholder, organizer, partner, principal, manager, member, employee,
contractor, consultant or otherwise) provide any advice, assistance or services
to any Competitive Business or to any Person that is attempting to form or
acquire a Competitive Business if such Competitive Business operates, or is
planning to operate, any 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 Bank’s headquarters or any Branch of the Bank Entities.  Notwithstanding any provision hereof to the
contrary, this Section 8.5 does not restrict Riel’s right to (i) own
securities of any Entity that files periodic reports with the Securities and
Exchange Commission under Section 13 or 15(d) of the Securities 


 


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Exchange Act of
1934, as amended; provided that her total ownership constitutes less than two percent (2%) of
the outstanding securities of such company.


 


8.6           Non-Interference.
Riel hereby covenants and agrees that during the Restricted Period, she will
not, directly or indirectly, for himself or any other Person (whether as a
proprietor, owner, agent, officer, director, shareholder, organizer, partner,
principal, member, manager, employee, contractor, consultant or any other
capacity):


 


(a)           induce or attempt to
induce any customer, supplier, officer, director, employee, contractor,
consultant, agent or representative of, or any other Person that has a business
relationship with any Bank Entity, to discontinue, terminate or reduce the
extent of its, her or her
relationship with any Bank Entity or to take any action that would disrupt or
otherwise be disadvantageous to any such relationship;


 


(b)           solicit any customer of
any of the Bank Entities for the purpose of providing any Competitive Products
or Services to such customer (other than any solicitation to the general public
that is not disproportionately directed at customers of any Bank Entity); or


 


(c)           solicit any employee of
any of the Bank Entities to commence employment with, become a consultant or
independent contractor to or otherwise provide services for the benefit of any
other Competitive Business


 


In applying this Section 8.6:


 


(i)            the term “customer”
shall be deemed to include, at any time, any Person to which any of the Bank
Entities had, during the six (6) month period immediately prior to such
time, (A) sold any products or provided any services or (B) submitted,
or been in the process of submitting or negotiating, a proposal for the sale of
any product or the provision of any services;


 


(ii)           the term “supplier”
shall be deemed to include, at any time, any Person which, during the six (6) month
period immediately prior to such time, (A) had sold any products or
services to any of the Bank Entities or (B) had submitted to any of the
Bank Entities a proposal for the sale of any products  or services;


 


(iii)          for purposes of clause
(c), the term “employee” shall be deemed to include, at any time, any Person
who was employed by any of the Bank Entities within the prior six (6) month
period (thereby prohibiting Riel from soliciting any Person who had been
employed by any of the Bank Entities until six (6) months after the date
on which such Person ceased to be so employed); and


 


(iv)          If during the Restricted
Period any employee of any of the Bank Entities accepts employment with or is
otherwise retained by any Competitive Business of which Riel is an owner,
director, officer, manager, member, employee, partner or employee, or to which
Riel provides material services, it shall be presumed that such employee was
hired in violation of the restriction set forth in clause (c) of this Section 8.6,
with such presumption to be overcome only upon Riel’s showing by a
preponderance of the evidence that she was not directly or indirectly involved
in the hiring, soliciting or encouraging such employee to leave employment with
the Bank Entities.


 


8.7           Injunction. In
the event of any breach or threatened or attempted breach of any provision of
this Article 8 by Riel, the Bank 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 Riel and
each and every other Person concerned therein from the continuation of such
violative 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.


 


8
















 


8.8           Reasonableness.


 


8.8.1  Riel has carefully read and considered the
provisions of this Article 8 and, having done so, agrees that the
restrictions and agreements set forth in this Article 8 are fair and
reasonable and are reasonably required for the protection of the interests of
the Bank Entities and their respective businesses, shareholders, directors,
officers and employees. Riel further agrees that the restrictions set forth in
this Agreement will not impair or unreasonably restrain her ability to earn a livelihood.


 


8.8.2  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 8 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.


 


9.             Change
in Control.


 


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


 


(a)  there shall be consummated (i) any
consolidation, merger, share exchange, or similar transaction relating to
Bancorp, or pursuant to which shares of Bancorp’s capital stock are converted
into cash, securities of another Entity and/or other property, other than a
transaction in which the holders of Bancorp’s voting stock immediately before
such transaction shall, upon consummation of such transaction, own at least
fifty percent (50%) of the voting power of the surviving Entity, or (ii) any
sale of all or substantially all of the assets of Bancorp, other than a
transfer of assets to a related Person which is not treated as a change in
control event under §1.409A-3(i)(5)(vii)(B) of the U.S. Treasury Regulations;


 


(b)  any person,
entity or group (each within the meaning of Sections 13(d) and 14(d)(2) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) shall
become the beneficial owner (within the meaning of Rules 13d-3 and 13d-5
under the Exchange Act), directly or indirectly, of securities of Bancorp
representing more than fifty percent (50%) of the voting power of all
outstanding securities of Bancorp entitled to vote generally in the election of
directors of Bancorp (including, without limitation, any securities of Bancorp
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) 
over a twelve (12) month period, a majority of the members of the Board of
Directors of Bancorp are replaced by directors whose appointment or election
was not endorsed by a majority of the members of the Board of Directors of
Bancorp in office prior to such appointment or election.


 


Notwithstanding the
foregoing, if the event purportedly constituting a Change in Control under Section 9.1(a),
Section 9.1(b), or Section 9.1(c) does not also constitute a “change
in ownership” of Bancorp, a “change in effective control” of Bancorp, or a “change
in the ownership of a substantial portion of the assets” of Bancorp within the
meaning of Section 409A, then such event shall not constitute a “Change in
Control” hereunder.


 


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


 


(a)           Riel’s
employment with the Bank 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)           Within
twelve (12) months following consummation of a Change in Control, Riel’s title,
duties and or position have been materially reduced such that Riel is not in a
comparable position (with materially comparable compensation, benefits and
responsibilities and is located within twenty-five (25) miles of Riel’s primary
worksite) to the position she held immediately prior to the Change in Control,
and within thirty (30) days 


 


9

















 


after notification
of such reduction she notifies the Bank that she is terminating her employment due to such change in her employment unless such change is
cured within thirty (30) days of such notice by providing her with a comparable
position (including materially comparable compensation and benefits and is
located within twenty-five (25) miles of Riel’s primary worksite).  If Riel’s employment is terminated under this
Section, her last day of employment shall be mutually agreed to by Riel and the
Bank, but shall be not more than sixty (60) days after such notice is given by
Riel.


 


9.3           Window
Period Resignation After Change in Control. 
If at the expiration of the twelve (12) month period following
consummation of a Change in Control (the “Action Period”), Riel’s employment by
the Bank has not been terminated, Riel may, by giving written notice to the
Bank within the thirty (30) day period immediately following the last day of the
Action Period, elect to terminate the Term, in which event her last day of
employment will be as mutually agreed to by the Bank and Riel but which shall
be not more than sixty (60) days after such notice is given by Riel.


 


9.4           Change
in Control Payment.  If there is a
Change in Control Termination pursuant to Section 9.2 or Riel resigns
after the Action Period pursuant to Section 9.3, Riel shall be paid a
lump-sum cash payment (the “Change Payment”) equal to 2.99 times Riel’s Salary
at the highest rate in effect during the twelve (12) month period immediately
preceding her Termination Date, such Change Payment to be made to Riel within
forty-five (45) days after the later of (i) her Termination Date or (ii) the
date of the Change in Control, the exact date of payment to be determined in
the sole discretion of the Bank; provided, however, that the Bank shall be
relieved of its obligation to pay the Change Payment if Riel fails to sign and
deliver to the Bank no later than twenty-one (21) days after the Termination
Date a General Release and Waiver in the form attached to this Agreement as Exhibit A.  Notwithstanding anything to the contrary in
this Section 9.4, any payment pursuant to this Section shall be
subject to (i) any delay in payment required by Section 10.3  hereof and (ii) any reduction required pursuant to Section 10.2
hereof, as applicable.


 


10.           Compliance with Certain Restrictions.


 


10.1         Certain Defined Terms. For purposes of this Agreement, the
following terms are defined as follows:


 


(a)           “Additional 280G
Payments” means any distributions in the nature of compensation by any Bank
Entity to or for the benefit of Riel (including, but not limited to, the value
of acceleration in vesting in restricted stock, options or any other
stock-based compensation), whether or not paid or payable or distributed or
distributable pursuant to this Agreement, which is required to be taken into
consideration in applying Section 280G(b)(2)(A) of the Code;


 


(b)           “Applicable Severance” means Riel’s severance from employment by reason
of involuntary termination by the Bank or in connection with any bankruptcy,
liquidation or receivership of the Bank or any other entity that is treated as
the same employer under EESA, in each case as determined under the regulations
implementing Section 111(b) of EESA;


 


(c)           Authorities Period” means the period under which the authorities of Section 101
of EESA are in effect, as determined pursuant to Section 120 thereof;


 


(d)           “Determining Firm” means a reputable law or accounting firm selected by
the Bank to make a determination pursuant to this Article 10;


 


(e)           “EESA” means the Emergency Economic Stabilization Act of 2008, Public
Law 110-343, as implemented by any guidance or regulations thereunder;


 


(f)            “Incentive Compensation” means all bonus and
other incentive-based compensation, as those terms are applied under EESA;


 


10

















 


(g)           “Parachute Payment” is defined as set forth in Section 280G(b)(2) of
the Code, with amounts payable during the Authorities Period upon Applicable
Severance being specifically included in applying such provision;


 


(h)           “Total Change in
Control Payments” means the total amount of the Change Payment together with
all Additional 280G Payments that are required to be paid because of a Change
in Control; and


 


(i)            “Total
Severance Payments” means the total amount of payments, including Additional
280G Payments, that are required to be paid to Riel but that would not have
been payable to her if no Applicable Severance had occurred.


 


10.2         Compliance
with Section 280G.


 


(a)           Notwithstanding
anything in this Agreement to the contrary, if any amount becomes payable to
Riel because of an Applicable Severance and (ii) the Determining Firm
determines that any portion of the Total Severance Payments would otherwise
constitute a Parachute Payment, the amount payable to Riel shall automatically
be reduced by the smallest amount necessary so that no portion of the Total
Severance Payments will be a Parachute Payment. 
If Total Severance Payments are to be paid in other than a lump sum,
such reduction shall be applied in inverse order to the time at which the
payments are scheduled to be made (e.g., the last scheduled payment will be the
first such payment to be reduced).  If,
despite the foregoing sentence, a payment shall be made to Riel that would
constitute a Parachute Payment, Riel shall have no right to retain such
payment, and, immediately upon being informed of the impropriety of such
payment, Riel shall return such payment to the Bank or other Bank Entity that
was the payer thereof, together with interest at the applicable federal rate
determined pursuant to Section 1274(d) of the Code.


 


(b)           Notwithstanding anything in this
Agreement to the contrary, other than Section 10.2(a) above, if the
Determining Firm determines that any portion of the Total Change in Control
Payments would otherwise constitute a Parachute Payment, the amount payable to
Riel shall automatically be reduced by the smallest amount necessary so that no
portion of the Total Change in Control Payments will be a Parachute
Payment.  If Total Change in Control
Payments are to be paid in other than a lump sum, such reduction shall be
applied in inverse order to the time at which the payments are scheduled to be
made (e.g., the last scheduled payment will be the first such payment to be
reduced).  If, despite the foregoing
sentence, a payment shall be made to Riel that would constitute a Parachute
Payment, Riel shall have no right to retain such payment and, immediately upon
being informed of the impropriety of such payment, Riel shall return such
payment to the Bank or other Bank Entity that was the payer thereof, together
with interest at the applicable federal rate determined pursuant to Section 1274(d) of
the Code.


 


10.3         Compliance with Section 409A.


 


(a)            It is the intention of the parties hereto
that this Agreement and the payments provided for hereunder shall not be
subject to, or shall be in accordance with, Section 409A, and thus avoid
the imposition of any tax and interest on Riel pursuant to Section 409A(a)(1)(B) of
the Code, and this Agreement shall be interpreted and construed consistent with
this intent.  Riel acknowledges and
agrees that she shall be solely responsible for the payment of any tax or
penalty which may be imposed or to which she may become subject as a result of
the payment of any amounts under this Agreement.


 


(b)           Notwithstanding any provision of this Agreement to the contrary, if
Riel is a “specified employee” at the time of her “separation from service”,
any payment of “nonqualified deferred compensation” (in each case as determined
pursuant to Section 409A) that is otherwise to be paid to Riel within six (6) months
following  her separation from service,
then to the extent that such payment would otherwise be subject to interest and
additional tax under Section 409A(a)(1)(B) of the Code, such payment
shall be delayed and shall be paid on the first business day of the seventh
calendar month following Riel’s separation from service, or, if earlier, upon
Riel’s death.  Any deferral of payments
pursuant to the foregoing sentence shall have no effect on any payments that
are scheduled to be paid more than six (6) months after the date of
separation from service.


 


11

















 


(c)            The parties hereto agree that they shall take
such actions as may be necessary and permissible under applicable law,
regulation and guidance to amend or revise this Agreement in order to ensure
that Section 409A(a)(1)(B) does not impose additional tax and
interest on payments made pursuant to this Agreement.


 


10.4         Clawback if Material Inaccuracy.  If
any Incentive Compensation that is paid to Riel by the Bank or any other Bank
Entity while the U.S. Treasury holds any equity securities in Bancorp is based
on any materially inaccurate financial statement or other materially inaccurate
performance metric criteria, as those terms are applied under EESA, Riel shall
be required to disgorge and pay over to the Bank or such other Bank Entity all
such Incentive Compensation, together with interest at the applicable
federal rate determined pursuant to Section 1274(d) of the Code.


 


11.           Assignability.  Riel shall have no right to assign this
Agreement or any of her rights
or obligations hereunder to another party or parties.  The Bank may assign this Agreement to any of
its Affiliates or to any Person that acquires a substantial portion of the
operating assets of the Bank.  Upon any
such assignment by the Bank, references in this Agreement to the Bank shall
automatically be deemed to refer to such assignee instead of, or in addition
to, the Bank, as appropriate in the context.


 


12.           Governing Law; Venue.  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 effect to the
choice of law rules thereof. Any
action to enforce any provision of this Agreement may be brought only in a
court of the State of Maryland or in the United States District Court for the
District of Maryland.  Accordingly, each
party (a) agrees to submit to the jurisdiction of such courts and to
accept service of process at its address for notices and in the manner provided
in Section 13 for the giving of notices in any such action or proceeding
brought in any such court and (b) irrevocably waives any objection to the
laying of venue of any such proceeding brought in such a court and any
claim that any such proceeding brought in such a court has been brought in an
inconvenient or inappropriate forum.


 


13.           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  as follows: (a) when hand
delivered to the other party; (b) when received by facsimile at the
facsimile number set forth below, provided, however, that any notice given by
facsimile shall not be effective unless either (i) a duplicate copy of
such facsimile notice is promptly given by depositing the same in a United
States post office first-class postage prepaid and addressed to the applicable
party as set forth below or (ii) the receiving party delivers a written
confirmation of receipt for such notice either by facsimile or by any other
method permitted under this Section; or (c) when deposited in a United
States post office with first-class certified mail, return receipt requested,
postage prepaid and addressed to the applicable party as set forth below; or (d) when
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 applicable party as set forth below
with next-business-day delivery guaranteed; provided that the sending party
receives a confirmation of delivery from the delivery service provider. Any
notice given by facsimile shall be deemed received on the date on which notice
is received except that if such notice is received after 5:00 p.m.
(recipient’s time) or on a non-business day, notice shall be deemed given the
next business day).  Any notice sent by
Untied States mail shall be deemed given three (3) business days after the
same has been deposited in the United States mail.  Any notice given by national overnight
delivery service shall be deemed given on the first business day following
deposit with such delivery service.  For
purposes of this Agreement, the term “business day” shall mean any day other
than a Saturday, Sunday or day that is a legal holiday in Montgomery County,
Maryland.  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:

  	
  Susan G. Riel

  
	
   

  	
  688 Ridge Road

  
	
   

  	
  Mt. Airy,
  MD  21771

  
	
   

  	
   

  
	
   

  	
  Fax No.

  



 


12

















 


	
  To:

  	
  EagleBank

  
	
   

  	
  c/o Ronald D. Paul

  
	
   

  	
  7815 Woodmont Ave.

  
	
   

  	
  Bethesda, MD 20814

  
	
   

  	
  Fax No.: 301.986-8529

  
	
   

  	
   

  
	
   

  	
  cc:

  	
  Fred Sommer,
  Esquire

  
	
   

  	
   

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

  
	
   

  	
   

  	
  11921 Rockville
  Pike, 3rd Floor

  
	
   

  	
   

  	
  Rockville,
  Maryland 20852

  
	
   

  	
   

  	
  Fax No.:
  301-230-2891

  
	
   

  	
   

  	
   

  
	
   

  	
  After
  August 1, 2009 to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fred Sommer,
  Esquire

  
	
   

  	
   

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

  
	
   

  	
   

  	
  12505 Park Potomac
  Avenue, Sixth Floor

  
	
   

  	
   

  	
  Potomac, MD 20854

  
	
   

  	
   

  	
  Fax No.:

  



 


14.           Entire
Agreement.  This Agreement contains
all of the agreements and understandings between the parties hereto with
respect to the employment of Riel by the Bank, 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. Not in limitation of the foregoing,
this Agreement supersedes and replaces the Original Agreement, except that Riel
shall remain entitled to receive any compensation earned but not yet paid
thereunder.


 


15.           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.


 


16.           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.


 


17.           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.


 


18.           Gender
and Number.  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.


 


19.           Binding
Effect.  This Agreement is and shall
be binding upon, and inures to the benefit of, the Bank, its successors and
assigns, and Riel and her heirs,
executors, administrators, and personal and legal representatives.


 


[signatures on
following page]


 


13

















 


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


 


	
   

  	
  EAGLEBANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: Ronald D.
  Paul

  
	
   

  	
  Title: Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUSAN G. RIEL

  
	
   

  	
   

  
	
   

  	
   

  



 


14

















 


Attachment A


 


Form of


General Release and Waiver of All Claims


 


Susan
G. Riel (“you”) executes this General Release And
Waiver of All Claims (the “Release”) as a
condition of receiving certain payments and other benefits in accordance with
the terms of Section 7.7 of your Amended and Restated Employment Agreement
dated             ,
2008.  All capitalized terms used but not
otherwise defined herein shall have the same meaning as in your Employment
Agreement.


 


1.     RELEASE.


 


You
hereby release and forever discharge EagleBank and Eagle Bancorp, Inc. [modify to specifically  include
any additional Affiliates] and each and every one of their former or
current subsidiaries, parents, affiliates, directors, officers, employees,
agents, parents, affiliates, successors, predecessors, subsidiaries, assigns
and attorneys (the “Released Parties”)
from any and all charges, claims, damages, injury and actions, in law or
equity, which you or your heirs, successors, executors, or other
representatives ever had, now have, or may in the future have by reason of any
act, omission, matter, cause or thing through the date of your execution of
this Release. You understand that this Release is a general release of all
claims you may have against the Released Parties based on any act, omission,
matter, case or thing through the date of your execution of this Release.


 


2.     WAIVER.


 


You
realize there are many laws and regulations governing the employment relationship.
These include, but are not limited to, Title VII of the Civil Rights Acts of
1964 and 1991; the Age Discrimination in Employment Act of 1967; the Americans
with Disabilities Act; the National Labor Relations Act; 42 U.S.C. § 1981; the
Family and Medical Leave Act; the Employee Retirement Income Security Act of
1974 (other than any accrued benefit(s) to which you have a
non-forfeitable right under any pension benefit plan); the Maryland Civil
Rights Act, the Maryland Wage Payment and Collection Law, Maryland Occupational
Safety and Health Act, the Maryland Collective Bargaining Law, and any other
state, local and federal employment laws; and any amendments to any of the
foregoing. You also understand there may be other statutes and laws of contract
and tort that also relate to your employment. By signing this Release, you
waive and release any rights you may have against the Released Parties under
these and any other laws based on any act, omission, matter, cause or thing
through the date of your execution of this Release. You also agree not to
initiate, join, or voluntarily participate in any action or suit in any court
or to accept any damages or other relief from any such proceeding brought by
anyone else based on any act, omission, matter, cause or thing through the date
of your execution of this Release.


 


15

















 


3.     NOTICE PERIOD.


 


This
document is important. We advise you to review it carefully and consult an
attorney before signing it, as well as any other professional whose advice you
value, such as an accountant or financial advisor. If you agree to the terms of
this Release, sign in the space indicated below for your signature. You will
have twenty-one (21) calendar days from the date you receive this document to
consider whether to sign this Release. If you choose to sign the Release before
the end of that twenty-one day period, you certify that you did so voluntarily
for your own benefit and not because of any coercion.


 


4.     RETURN OF PROPERTY.


 


You
certify that you have fully complied with Section 8.4 of your Employment
Agreement.


 


5.     REVOCATION.


 


You
should also understand that even after you have signed this Release, you still
have seven (7) days to revoke it. To revoke your acceptance of this Release,
the Chairman of the Bank’s Board of Directors must receive written notice
before the end of the seven (7)-day period. In the event you revoke or do not
accept this Release, you will not be entitled to any of the payments or
benefits that you would have been entitled to under your Employment Agreement
by virtue of executing this Release. If you do not revoke this Release within
seven (7) days after you sign it, it will be final, binding, and
irrevocable.


 


IN
WITNESS WHEREOF, the Parties have knowingly and voluntarily executed this
Release, as of the day and year first set forth below.


 


 


	
   

  	
   

  	
   

  
	
  Susan
  G. Riel

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EagleBank

  	
   

  	
  Date

  



 


16