Exhibit 10.3


 


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
among Eagle Bancorp, Inc., a Maryland corporation (“Bancorp), EagleBank, a
Maryland chartered commercial bank (the “Bank”), and Michael T. Flynn (“Flynn”).


 


RECITALS:


 


WHEREAS, the Bank and Flynn are parties to an Employment Agreement
dated January 1, 2007 (the “Original Agreement”), pursuant to which Flynn
serves as Executive Vice President and Chief Operating Officer of Bancorp and
as Executive Vice President 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 Flynn; 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.  Bancorp agrees to employ Flynn, and Flynn
agrees to be employed as Executive Vice President and Chief Operating Officer
of Bancorp and as Executive Vice President 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” is defined in
the Recitals.


 


2.3           “Bancorp Board” means
the Board of Directors of Bancorp.


 


2.4           “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.


 


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


 


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2.6           “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:


 


(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.


 


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


 


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


 


2.9           “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.


 


2.10         “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.


 


2.11         “Disability” means a
mental or physical condition which, in the good faith opinion of the Board,
renders Flynn, with reasonable accommodation, unable or incompetent to carry
out the material job responsibilities which Flynn held or the material duties
to which Flynn 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 Flynn (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.


 


2.12         “Expiration Date” means December 31,
2009.


 


2.13         “Person” means any
individual or Entity.


 


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


 


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


 


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


 


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3.3           No Restrictions.  Flynn represents and warrants to Bancorp that
Flynn is not subject to any legal obligations or restrictions that would
prevent or limit his entering
into this Agreement and performing his
responsibilities hereunder.


 


4.             Duties of
Flynn.


 


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


 


4.2           Performance of
Services.  Flynn agrees to devote his full business time and attention
to the performance of his duties
and responsibilities under this Agreement, and shall use his best efforts and discharge his duties to the best of his ability for and on behalf of
Bancorp and the Bank and toward their successful operation.  Flynn agrees that, without the prior written
consent of the Board, he 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 his duties to Bancorp and/or the Bank,
present a conflict of interest with Bancorp and/or the Bank, breach his duty of
loyalty or fiduciary duties to the Bancorp and/or the Bank, or otherwise
conflict with the provisions of this Agreement. 
Flynn shall promptly notify the Bancorp Board of any Outside
Arrangement, provide Bancorp with any written agreement in connection therewith
and respond fully and promptly to any questions that the Bancorp Board may ask
with respect to any Outside Arrangement. 
If the Bancorp Board determines that Flynn’s participation in an Outside
Arrangement would interfere with his satisfactory performance of his duties to
Bancorp and/or the Bank, present a conflict of interest with Bancorp and/or the
Bank, breach his duty of loyalty or fiduciary duties to Bancorp and/or the
Bank, or otherwise conflict with the provisions of this Agreement, Flynn shall
not undertake, or shall cease, such Outside Arrangement as soon as feasible
after the Bancorp Board notifies him of such determination.  Notwithstanding any provision hereof to the
contrary, this Section 4.2 does not restrict Flynn’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 his total ownership constitutes
less than two percent (2%) of the outstanding securities of such company.


 


4.3           Compliance with Law.  Flynn shall comply with all laws, statutes,
ordinances, rules and regulations relating to his 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 Flynn the following:


 


5.1           Salary.  Through the end of the Term, Flynn shall be
paid a salary (“Salary”) of Two Hundred Forty-three Thousand One Hundred One
Dollars ($243,101.00) on an annualized basis. 
The Bank shall pay Flynn’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.  Flynn’s Salary may be further
increased from time to time, at the discretion of the Bancorp Board. Flynn may
also be entitled to certain incentive bonus payments as determined by Bancorp
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.  Flynn 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 Flynn.


 


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


 


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


 


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5.7           Non-Life
Insurance.  The Bank will provide
Flynn 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 Flynn may
obtain a term life insurance policy (the “Policy”) on Flynn in the amount of
Seven Hundred Fifty Thousand Dollars ($750,000.00), the particular product and
carrier to be chosen by Flynn in his discretion.  Flynn shall have the right to designate the
beneficiary of the Policy.  If the Policy
is obtained, Flynn 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 Flynn to the Bank of the invoices therefor.  In the event Flynn 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 Flynn 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, Flynn shall immediately notify the Bank of such cancellation or
termination.


 


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


 


5.9           Expenses.  The Bank shall, promptly upon presentation of
proper expense reports therefor, pay or reimburse Flynn, 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 Flynn is being 
provided the car allowance) and other out-of-pocket expenses incurred by
Flynn in the performance of his duties and responsibilities under this
Agreement and promoting the business of the Bank, including approved membership
fees, dues and the cost of attending business related seminars, meetings and
conventions.


 


5.10         Retirement Plans.
Flynn 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, Flynn
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.  Flynn 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 Bancorp Board.


 


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 Bancorp’s 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 


 


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Regulatory Agency
be absent, this Agreement may be rescinded and terminated by Bancorp 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.


 


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 Flynn with
respect to the Bank Entities or the services to be rendered by him 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 Flynn as a result of his
negligence, fraud, malfeasance or misconduct;


 


(d) indictment
of Flynn, or Flynn’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 Flynn that Flynn has not corrected or
cured within thirty (30) days after having received written notice from Bancorp
detailing and describing such conduct (provided, however, that Bancorp shall
not be required to provide Flynn 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 Flynn to devote full time attention and
energy to the performance of Flynn’s duties pursuant to this Agreement (other than
by reason of his death or Disability);


 


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


 


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


 


(iv)          any action (including
any failure to act) or conduct by Flynn 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 Flynn to an extent which materially interferes
with or prevents Flynn from performing his duties under this Agreement;


 


(g)           the determination by
the Bancorp Board, in the exercise of its reasonable judgment and in good
faith, that Flynn’s job performance is substantially unsatisfactory and that he
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)           Flynn’s commission of
unethical business practices, acts of moral turpitude, financial impropriety,
fraud or dishonesty in any material matter which the Bancorp Board in good
faith determines could adversely affect the reputation, standing or financial
prospects of any Bank Entity.


 


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


 


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7.3           Termination by
Bancorp without Cause.  Bancorp 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 Bancorp gives such notice to Flynn or such later date as may be specified
in such notice.


 


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


 


7.5           Termination by
Flynn.  Flynn 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 Flynn gives such notice to Bancorp
unless Flynn and the Bank agree in writing to a later date on which such
termination is to be effective.  After
receiving notice of termination, Bancorp may require Flynn to devote his good
faith energies to transitioning his duties to his successor and to otherwise
helping to minimize the adverse impact of his resignation upon the operations
of Bancorp and the Bank.  If Flynn fails
or refuses to fully cooperate with such transition, Bancorp may immediately
terminate Flynn, in which case the Bank shall no longer have any obligation to
pay any Salary or provide any benefits to him, 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 Flynn gives notice of termination to Bancorp
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 Flynn
any unpaid Salary due for the period prior to the Termination Date; and (b) following
submission of proper expense reports by Flynn, the Bank shall reimburse Flynn
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 Bancorp without Cause. 
Provided that Flynn signs and delivers to Bancorp 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 Bancorp during the Term without
Cause, the Bank shall, for a period of one (1) year following the Termination
Date, (i) continue to pay Flynn, in the manner set forth below, Flynn’s
Salary at the rate being paid as of the Termination Date, and (ii) if
Flynn timely elects to continue his health insurance benefits under COBRA, pay
to the insurer Flynn’s premiums for health insurance benefits continuation (for
so long as Flynn remains qualified for such continuation under COBRA);
provided, however, that Flynn shall not be entitled to any such payments if he
is otherwise entitled to payments pursuant to Section 9.4 in relation to a
Change in Control.   Any payments due
Flynn pursuant to this Section 7.7 shall be paid to Flynn in installments
on the same schedule as Flynn was paid immediately prior to the Termination
Date, each installment to be the same amount Flynn would have been paid under
this Agreement if he had not been terminated. In the event Flynn breaches any
provision of Article 8 of this Agreement, Flynn’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 Flynn having the obligation to repay to the Bank any payments
that were paid to him 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 either Bancorp or
the Bank.  Furthermore, if termination
was initially not for Cause but Bancorp thereafter determines in good faith
that, during the Term, Flynn had engaged in conduct that would have constituted
Cause, Flynn’s entitlement to any payments pursuant to this Section 7.7
shall terminate retroactively to the Termination Date, with Flynn having the
obligation to repay to the Bank all payments that were paid to him 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.  Flynn, 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.  Flynn hereby covenants and agrees that he
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 Flynn or any Affiliate of Flynn or (iii) in
connection with the performance of Flynn’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, Flynn agrees not to disclose, directly or indirectly, the existence
of this Agreement or any of the terms and conditions herein to any Person
except that Flynn may disclose the existence of this Agreement or the terms and
conditions herein to Flynn’s immediate family, tax, financial or legal
advisers, prospective employers (with whom Flynn’s employment is not prohibited
by Section 8.5), any taxing authority, or as required by law.  If Flynn is asked about the existence and/or
terms and conditions of this Agreement, Flynn is permitted to state only that “the
terms of my employment are a confidential matter that I am not able to
disclose.”  Flynn acknowledges that the
terms of this Section 8.3 are a material inducement for the Bancorp and
the Bank to enter into this Agreement. 
Notwithstanding the foregoing, Flynn 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 Flynn, or otherwise provided to or coming into the possession of Flynn, 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 Bancorp or the Bank
or the Termination Date, Flynn shall take reasonable efforts to (i) return
to Bancorp and/or 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 Bancorp or the Chairman of the Board of
Bancorp, and Flynn 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.  Flynn hereby acknowledges and agrees that,
during the course of employment, Flynn has become, and will become, familiar
with and involved in all aspects of the business and operations of the Bank
Entities. Flynn 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”),
Flynn 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 Bancorp’s headquarters or any Branch of the Bank Entities.  Notwithstanding any provision hereof to the
contrary, this Section 8.5 does not restrict Flynn’s right to (i) own
securities of any Entity 


 


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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
his total ownership constitutes less than two percent (2%) of the outstanding
securities of such company.


 


8.6           Non-Interference.
Flynn hereby covenants and agrees that during the Restricted Period, he 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, his 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 Flynn 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 Flynn is an owner,
director, officer, manager, member, employee, partner or employee, or to which
Flynn 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 Flynn’s showing by a
preponderance of the evidence that he 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 Flynn, Bancorp and/or 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 Flynn 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 Flynn 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. Flynn further agrees that the restrictions
set forth in this Agreement will not impair or unreasonably restrain his
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)           Flynn’s employment with
Bancorp and 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, Flynn’s title, duties and
or position have been materially reduced such that Flynn is not in a comparable
position (with materially comparable compensation, benefits and
responsibilities and is located within twenty-five (25) miles of Flynn’s
primary worksite) to the position he held immediately prior to the Change in
Control, and within thirty (30) days 


 


9

















 


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


 


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”), Flynn’s employment
by Bancorp and the Bank  has not
been terminated, Flynn may, by giving written notice to Bancorp within the
thirty (30) day period immediately following the last day of the Action Period,
elect to terminate the Term, in which event his last day of employment will be
as mutually agreed to by Bancorp and Flynn but which shall be not more than
sixty (60) days after such notice is given by Flynn.


 


9.4           Change in Control
Payment.  If there is a Change in
Control Termination pursuant to Section 9.2 or Flynn resigns after the
Action Period pursuant to Section 9.3, Flynn shall be paid a lump-sum cash
payment (the “Change Payment”) equal to 2.99 times Flynn’s Salary at the
highest rate in effect during the twelve (12) month period immediately
preceding his Termination Date, such Change Payment to be made to Flynn within
forty-five (45) days after the later of (i) his 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 Flynn fails to sign and
deliver to Bancorp 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 Flynn (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 Flynn’s
severance from employment by reason of involuntary termination by Bancorp 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 Flynn but that would not have been
payable to him 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
Flynn 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 Flynn 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 Flynn that would
constitute a Parachute Payment, Flynn shall have no right to retain such
payment, and, immediately upon being informed of the impropriety of such
payment, Flynn 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
Flynn 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 Flynn that would constitute a Parachute
Payment, Flynn shall have no right to retain such payment and, immediately upon
being informed of the impropriety of such payment, Flynn 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 Flynn pursuant to Section 409A(a)(1)(B) of
the Code, and this Agreement shall be interpreted and construed consistent with
this intent.  Flynn acknowledges and
agrees that he shall be solely responsible for the payment of any tax or
penalty which may be imposed or to which he 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 Flynn is a “specified employee” at the time of
his “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 Flynn within six (6) months following  his 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 Flynn’s separation from service, or, if earlier, upon Flynn’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 Flynn 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, Flynn 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.  Flynn shall have no right to assign this
Agreement or any of his rights
or obligations hereunder to another party or parties.  Bancorp and/or the Bank may assign this
Agreement to any other Bank Entity or to any Person that acquires a substantial
portion of the operating assets of Bancorp or the Bank.  Upon any such assignment, references in this
Agreement to Bancorp or the Bank, as the case may be, shall automatically be
deemed to refer to such assignee instead of, or in addition to, Bancorp or the
Bank, as the case may be and 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.


 


12

















 


	
  To:

  	
  Michael T. Flynn

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Fax No. 

  
	
   

  	
   

  
	
  To:

  	
  Eagle
  Bancorp, Inc. and 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
Flynn by Bancorp and 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 Flynn 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.


 


13

















 


19.           Binding Effect.  This Agreement is and shall be binding upon,
and inures to the benefit of, Bancorp, the Bank, their respective successors
and assigns, and Flynn and his
heirs, executors, administrators, and personal and legal representatives.


 


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


 


	
   

  	
  EAGLE BANCORP, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: Ronald D.
  Paul

  
	
   

  	
  Title: Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  EAGLEBANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: Ronald D.
  Paul

  
	
   

  	
  Title: Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MICHAEL T. FLYNN

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


14

















 


Attachment A


 


Form of


General Release and Waiver of All Claims


 


Michael
T. Flynn (“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.


 


 




	
   

  	
   

  	
   

  
	
  Michael
  T. Flynn

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Eagle
  Bancorp, Inc.

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EagleBank

  	
   

  	
  Date

  






 


16