Exhibit 10.9


 


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 Janice L. Williams (“Williams”).


 


RECITALS:


 


WHEREAS, the Bank
and Williams are parties to an Employment Agreement dated January 1, 2007
(the “Original Agreement”), pursuant to which Williams serves as Executive Vice
President and Chief Credit 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 Williams; 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 Williams, and
Williams agrees to be employed as Executive Vice President and Chief Credit
Officer, 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 Williams, with reasonable accommodation, unable or incompetent to carry
out the material job responsibilities which Williams held or the material
duties to which Williams 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 Williams (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.  Williams’ employment hereunder shall continue
until the Expiration Date, unless extended in writing by both the Bank and
Williams or sooner terminated in accordance with the provisions of this
Agreement (the “Term”).


 


3.2           Position.  The Bank shall employ Williams to serve as
Executive Vice President and Chief Credit Officer.


 


3.3           No
Restrictions.  Williams represents
and warrants to the Bank that Williams 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
Williams.


 


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


 


4.2           Performance of
Services.  Williams agrees to devote her full business time and attention
to the performance of her duties
and responsibilities under this Agreement, and shall use her best efforts and discharge her duties to the best of her ability for and on behalf of the
Bank and toward its successful operation. 
Williams 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.  Williams 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 Williams’
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, Williams 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
Williams’ 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.  Williams 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 Williams
the following:


 


5.1           Salary.  Through the end of the Term, Williams shall
be paid a salary (“Salary”) of Two Hundred Twenty-five Thousand Dollars
($225,000.00) on an annualized basis. 
The Bank shall pay Williams’ Salary in equal installments in accordance
with the Bank’s regular payroll periods as may be set by the Bank from time to
time.  Williams’ Salary may be further
increased from time to time, at the discretion of the Board. Williams 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.  Williams 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 Williams.


 


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


 


5.6           Car
Allowance.  The Bank will pay
Williams a monthly car allowance of Five Hundred Dollars ($500.00).


 


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


 


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5.8           Life
Insurance.


 


5.8.1 Williams may obtain a term life insurance policy
(the “Policy”) on Williams in the amount of Seven Hundred Fifty Thousand
Dollars ($750,000.00), the particular product and carrier to be chosen by
Williams in her
discretion.  Williams shall have the
right to designate the beneficiary of the Policy.  If the Policy is obtained, Williams 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 Williams
to the Bank of the invoices therefor.  In
the event Williams 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 Williams 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, Williams 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 Williams in such amount as determined by the Board
from time to time. Williams 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 Williams, 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 Williams is being 
provided the car allowance) and other out-of-pocket expenses incurred by
Williams in the performance of her
duties and responsibilities under this Agreement and promoting the business of
the Bank, including approved membership fees, dues and the cost of attending
business related seminars, meetings and conventions.


 


5.10         Retirement
Plans.  Williams 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, Williams 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.  Williams 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.


 


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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 Williams 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 Williams as a result of her negligence, fraud, malfeasance or
misconduct;


 


(d) indictment
of Williams, or Williams’ 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 Williams that Williams 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 Williams 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 Williams to devote full time
attention and energy to the performance of Williams’ duties pursuant to this
Agreement (other than by reason of her
death or Disability);


 


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


 


(iii)          willful
or intentional misconduct on the part of Williams 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 Williams 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 Williams to an extent which materially
interferes with or prevents Williams 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 Williams’ 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) Williams’
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 Williams.


 


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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 Williams 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 Williams or upon the Board’s
determination that Williams is suffering from a Disability.


 


7.5           Termination
by Williams.  Williams 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 Williams gives such notice to
the Bank unless Williams 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 Williams 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 Williams fails or refuses to fully cooperate with such transition,
the Bank may immediately terminate Williams, 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 Williams 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
Williams any unpaid Salary due for the period prior to the Termination Date;
and (b) following submission of proper expense reports by Williams, the
Bank shall reimburse Williams 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 Williams 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 Williams, in the manner set forth
below, Williams’ Salary at the rate being paid as of the Termination Date, and (ii) if
Williams timely elects to continue her
health insurance benefits under COBRA, pay to the insurer Williams’ premiums
for health insurance benefits continuation (for so long as Williams remains
qualified for such continuation under COBRA); provided, however, that Williams
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 Williams pursuant to this Section 7.7
shall be paid to Williams in installments on the same schedule as Williams was
paid immediately prior to the Termination Date, each installment to be the same
amount Williams would have been paid under this Agreement if she had not been
terminated. In the event Williams breaches any provision of Article 8 of
this Agreement, Williams’ 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 Williams 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, Williams had engaged in conduct that would
have constituted Cause, Williams’ entitlement to any payments pursuant to this Section 7.7
shall terminate retroactively to the Termination Date, with Williams 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.  Williams, 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.  Williams 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 Williams or any Affiliate of Williams or (iii) in
connection with the performance of Williams’ 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, Williams agrees
not to disclose, directly or indirectly, the existence of this Agreement or any
of the terms and conditions herein to any Person except that Williams may
disclose the existence of this Agreement or the terms and conditions herein to
Williams’ immediate family, tax, financial or legal advisers, prospective
employers (with whom Williams’ employment is not prohibited by Section 8.5),
any taxing authority, or as required by law. 
If Williams is asked about the existence and/or terms and conditions of
this Agreement, Williams is permitted to state only that “the terms of my
employment are a confidential matter that I am not able to disclose.”  Williams acknowledges that the terms of this Section 8.3
are a material inducement for the Bank to enter into this Agreement.  Notwithstanding the foregoing, Williams 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 Williams, or otherwise provided to or coming into the possession of
Williams, 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, Williams 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 Williams 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.  Williams hereby acknowledges and agrees that,
during the course of employment, Williams has become, and will become, familiar
with and involved in all aspects of the business and operations of the Bank
Entities. Williams 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”),
Williams 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 Williams’ right to (i) own
securities of any Entity that files periodic reports with the Securities and
Exchange Commission under


 


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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.


 


8.6           Non-Interference. Williams
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 Williams 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 Williams is
an owner, director, officer, manager, member, employee, partner or employee, or
to which Williams 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 Williams’
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 Williams, 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 Williams 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           Reasonableness.


 


8.8.1 Williams 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 


 


8

















 


required for the
protection of the interests of the Bank Entities and their respective
businesses, shareholders, directors, officers and employees. Williams 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)           Williams’ 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, Williams’ title, duties and or position
have been materially reduced such that Williams is not in a comparable position
(with materially comparable compensation, benefits and responsibilities and is
located within twenty-five (25) miles of Williams’ primary worksite) to the
position she held immediately prior to the Change in Control, and within thirty
(30) days 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
Williams’ primary worksite).  If Williams’
employment is terminated under this Section, her last day of 


 


9

















 


employment shall
be mutually agreed to by Williams and the Bank, but shall be not more than
sixty (60) days after such notice is given by Williams.


 


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”), Williams’ employment by the Bank has not been
terminated, Williams 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 Williams but which shall be not more than
sixty (60) days after such notice is given by Williams.


 


9.4           Change in Control Payment.  If there is a Change in Control Termination
pursuant to Section 9.2 or Williams resigns after the Action Period
pursuant to Section 9.3, Williams shall be paid a lump-sum cash payment
(the “Change Payment”) equal to 2.99 times Williams’ 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 Williams 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 Williams 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 Williams (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 Williams’ 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;


 


(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;


 


10

















 


(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 Williams 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 Williams 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 Williams 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 Williams that would constitute a
Parachute Payment, Williams shall have no right to retain such payment, and,
immediately upon being informed of the impropriety of such payment, Williams
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
Williams 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 Williams that would constitute a Parachute
Payment, Williams shall have no right to retain such payment and, immediately
upon being informed of the impropriety of such payment, Williams 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 Williams pursuant to Section 409A(a)(1)(B) of
the Code, and this Agreement shall be interpreted and construed consistent with
this intent.  Williams 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 Williams 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 Williams 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 Williams’ separation from service, or, if earlier,
upon Williams’ 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.


 


(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.


 


11

















 


10.4         Clawback
if Material Inaccuracy.  If any
Incentive Compensation that is paid to Williams 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, Williams
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.  Williams 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:

  	
  Janice L. Williams

  
	
   

  	
   

  
	
   

  
	
   

  	
  Fax No.

  
	
   

  	
   

  
	
  To:

  	
  EagleBank

  
	
   

  	
  c/o Ronald D. Paul

  
	
   

  	
  7815 Woodmont Ave.

  
	
   

  	
  Bethesda, MD 20814

  
	
   

  	
  Fax No.: 301.986-8529

  



 


12

















 


	
   

  	
  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
Williams 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 Williams 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
Williams 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 Agreement as of
the date first written above.


 


	
   

  	
  EAGLEBANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: Ronald D.
  Paul

  
	
   

  	
  Title: Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JANICE L. WILLIAMS

  
	
   

  	
   

  
	
   

  	
   

  



 


14

















 


Attachment A


 


Form of


General Release and Waiver of All Claims


 


Janice
L. Williams (“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.


 


 


	
   

  	
   

  	
   

  
	
  Janice
  L. Williams

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EagleBank

  	
   

  	
  Date

  



 


16