Exhibit 10.4


 


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 Martha
Foulon-Tonat (“Foulon-Tonat”).


 


RECITALS:


 


WHEREAS, the Bank and Foulon-Tonat are parties to an Employment
Agreement dated January 1, 2007 (the “Original Agreement”), pursuant to
which Foulon-Tonat serves as Executive Vice President and Chief Lender 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 Foulon-Tonat;
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 Foulon-Tonat, and Foulon-Tonat agrees to be employed as
Executive Vice President and Chief Lender of the Bank, subject to the terms and
provisions of this Agreement.


 


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


 


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


 


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


 


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


 


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


 


2.5           “Bank Regulatory Agency” means any governmental
authority, regulatory agency, ministry, department, statutory corporation,
central bank or other body of the United States or of any other country or of
any state or other political subdivision of any of them having jurisdiction
over the Bank or any transaction contemplated, undertaken or proposed to be
undertaken by the Bank, including, but not necessarily be limited to:


 


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


 


(b)           the Federal Reserve System, the Maryland Division of
Financial Institutions, or any other federal or state bank regulatory or
commissioner’s office;


 


(c)           any Person established, organized, owned (in whole or
in part) or controlled by any of the foregoing; and


 


(d)           any predecessor, successor or assignee of any of the
foregoing.


 


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


 


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


 


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


 


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


 


2.10         “Disability” means a mental or physical condition
which, in the good faith opinion of the Board, renders Foulon-Tonat, with
reasonable accommodation, unable or incompetent to carry out the material job
responsibilities which Foulon-Tonat held or the material duties to which
Foulon-Tonat 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 Foulon-Tonat (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.  Foulon-Tonat’s
employment hereunder shall continue until the Expiration Date, unless extended
in writing by both the Bank and Foulon-Tonat or sooner terminated in accordance
with the provisions of this Agreement (the “Term”).


 


3.2           Position.  The Bank shall
employ Foulon-Tonat to serve as Executive Vice President and Chief Lender of
the Bank.


 


3.3           No Restrictions.  Foulon-Tonat
represents and warrants to the Bank that Foulon-Tonat 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 Foulon-Tonat.


 


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


 


4.2           Performance of Services. 
Foulon-Tonat 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. 
Foulon-Tonat 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.  Foulon-Tonat 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 Foulon-Tonat’s
participation in an Outside Arrangement would interfere with her satisfactory performance of her duties to the Bank, present a conflict
of interest with the Bank and/or Bancorp, breach her duty of loyalty or fiduciary duties to
the Bank and/or Bancorp, or otherwise conflict with the provisions of this
Agreement, Foulon-Tonat 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
Foulon-Tonat’s right to own securities of any Entity that files periodic
reports with the Securities and Exchange Commission under Section 13 or 15(d) of
the Securities Exchange Act of 1934, as amended; provided that her total ownership constitutes less than
two percent (2%) of the outstanding securities of such company.


 


4.3           Compliance with Law.  Foulon-Tonat
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 Foulon-Tonat the following:


 


5.1           Salary.  Through the
end of the Term, Foulon-Tonat shall be paid a salary (“Salary”) of Two Hundred
Forty-three Thousand One Hundred One Dollars ($243,101) on an annualized
basis.  The Bank shall pay Foulon-Tonat’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.  Foulon-Tonat’s Salary may be further
increased from time to time, at the discretion of the Board. Foulon-Tonat 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.  Foulon-Tonat
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 Foulon-Tonat.


 


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


 


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


 


5.7           Non-Life Insurance.  The Bank will
provide Foulon-Tonat 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 Foulon-Tonat
may obtain a term life insurance policy (the “Policy”) on Foulon-Tonat in the
amount of Seven Hundred Fifty Thousand Dollars ($750,000.00), the particular
product and carrier to be chosen by Foulon-Tonat in her discretion.  Foulon-Tonat shall have the right to
designate the beneficiary of the Policy. 
If the Policy is obtained, Foulon-Tonat 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 Foulon-Tonat to the Bank of the
invoices therefor.  In the event
Foulon-Tonat 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 Foulon-Tonat 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, Foulon-Tonat 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 Foulon-Tonat in such amount as determined by the
Board from time to time. Foulon-Tonat 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 Foulon-Tonat, 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
Foulon-Tonat is being  provided the car
allowance) and other out-of-pocket expenses incurred by Foulon-Tonat 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.  Foulon-Tonat
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, Foulon-Tonat 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.  Foulon-Tonat
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 


 


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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 Foulon-Tonat
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 Foulon-Tonat as a result of her negligence, fraud, malfeasance or
misconduct;


 


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


 


(ii)           intentional material failure by Foulon-Tonat 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
Foulon-Tonat 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 Foulon-Tonat 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 Foulon-Tonat
to an extent which materially interferes with or prevents Foulon-Tonat 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 Foulon-Tonat’s job performance is
substantially unsatisfactory and that she has failed to cure such performance
within a reasonable period (but in no event more than thirty (30) days) after
written notice specifying in reasonable detail the nature of the unsatisfactory
performance; or


 


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


 


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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 Foulon-Tonat.


 


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 Foulon-Tonat 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 Foulon-Tonat or
upon the Board’s determination that Foulon-Tonat is suffering from a
Disability.


 


7.5           Termination by Foulon-Tonat. 
Foulon-Tonat 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 Foulon-Tonat gives such notice to the Bank unless Foulon-Tonat 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 Foulon-Tonat 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 Foulon-Tonat fails or refuses
to fully cooperate with such transition, the Bank may immediately terminate
Foulon-Tonat, 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 Foulon-Tonat 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 Foulon-Tonat any unpaid Salary due for the period prior to the
Termination Date; and (b) following submission of proper expense reports
by Foulon-Tonat, the Bank shall reimburse Foulon-Tonat 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 Foulon-Tonat 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 Foulon-Tonat, in the manner set
forth below, Foulon-Tonat’s Salary at the rate being paid as of the Termination
Date, and (ii) if Foulon-Tonat timely elects to continue her health insurance benefits under COBRA,
pay to the insurer Foulon-Tonat’s premiums for health insurance benefits
continuation (for so long as Foulon-Tonat remains qualified for such
continuation under COBRA); provided, however, that Foulon-Tonat 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 Foulon-Tonat pursuant to
this Section 7.7 shall be paid to Foulon-Tonat in installments on the same
schedule as Foulon-Tonat was paid immediately prior to the Termination Date,
each installment to be the same amount Foulon-Tonat would have been paid under
this Agreement if she had not been terminated. In the event Foulon-Tonat
breaches any provision of Article 8 of this Agreement, Foulon-Tonat’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 Foulon-Tonat 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, Foulon-Tonat had engaged in conduct that would have
constituted Cause, Foulon-Tonat’s entitlement to any payments pursuant to this Section 7.7
shall terminate retroactively to the Termination Date, with Foulon-Tonat 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.


 


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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.


 


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


 


8.1           Confidential Information. 
Foulon-Tonat, 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.  Foulon-Tonat
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 Foulon-Tonat or any
Affiliate of Foulon-Tonat or (iii) in connection with the performance of
Foulon-Tonat’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, Foulon-Tonat 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 Foulon-Tonat may disclose the existence of
this Agreement or the terms and conditions herein to Foulon-Tonat’s immediate
family, tax, financial or legal advisers, prospective employers (with whom
Foulon-Tonat’s employment is not prohibited by Section 8.5), any taxing
authority, or as required by law.  If
Foulon-Tonat is asked about the existence and/or terms and conditions of this
Agreement, Foulon-Tonat is permitted to state only that “the terms of my
employment are a confidential matter that I am not able to disclose.”  Foulon-Tonat acknowledges that the terms of
this Section 8.3 are a material inducement for the Bank to enter into this
Agreement.  Notwithstanding the
foregoing, Foulon-Tonat 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 Foulon-Tonat, or otherwise
provided to or coming into the possession of Foulon-Tonat, 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, Foulon-Tonat 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 Foulon-Tonat 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.  Foulon-Tonat
hereby acknowledges and agrees that, during the course of employment,
Foulon-Tonat has become, and will become, familiar with and involved in all
aspects of the business and operations of the Bank Entities. Foulon-Tonat
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”), Foulon-Tonat 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 


 


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“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 Foulon-Tonat’s right to (i) own
securities of any Entity that files periodic reports with the Securities and
Exchange Commission under Section 13 or 15(d) of the Securities
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. Foulon-Tonat 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 Foulon-Tonat 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 Foulon-Tonat is an owner,
director, officer, manager, member, employee, partner or employee, or to which
Foulon-Tonat 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 Foulon-Tonat’s showing by a
preponderance of the evidence that she was not directly or indirectly involved
in the hiring, soliciting or encouraging such employee to leave employment with
the Bank Entities.


 


8.7           Injunction. In the event of any breach or threatened or attempted
breach of any provision of this Article 8 by Foulon-Tonat, 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 Foulon-Tonat 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        Foulon-Tonat 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. Foulon-Tonat 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)           Foulon-Tonat’s employment with the Bank is terminated
without Cause (i) within one hundred twenty (120) days immediately prior
to and in conjunction with a Change in Control or (ii) within twelve (12)
months following consummation of a Change in Control; or


 


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


 


9

















 


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 Foulon-Tonat’s primary worksite).  If Foulon-Tonat’s employment is terminated
under this Section, her last day of employment shall be mutually agreed to by
Foulon-Tonat and the Bank, but shall be not more than sixty (60) days after
such notice is given by Foulon-Tonat.


 


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


 


9.4           Change in Control Payment. 
If there is a Change in Control Termination pursuant to Section 9.2
or Foulon-Tonat resigns after the Action Period pursuant to Section 9.3, Foulon-Tonat
shall be paid a lump-sum cash payment (the “Change Payment”) equal to 2.99
times Foulon-Tonat’s Salary at the highest rate in effect during the twelve
(12) month period immediately preceding her Termination Date, such Change
Payment to be made to Foulon-Tonat 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 Foulon-Tonat 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 Foulon-Tonat (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 Foulon-Tonat’s severance from employment by reason of
involuntary termination by the Bank or in connection with any bankruptcy,
liquidation or receivership of the Bank or any other entity that is treated as
the same employer under EESA, in each case as determined under the regulations
implementing Section 111(b) of EESA;


 


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


 


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


 


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


 


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


 


10

















 


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


 


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


 


(i)           “Total Severance Payments” means the total amount of
payments, including Additional 280G Payments, that are required to be paid to
Foulon-Tonat 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 Foulon-Tonat 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 Foulon-Tonat 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 Foulon-Tonat that would
constitute a Parachute Payment, Foulon-Tonat shall have no right to retain such
payment, and, immediately upon being informed of the impropriety of such
payment, Foulon-Tonat 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
Foulon-Tonat 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 Foulon-Tonat that would constitute a
Parachute Payment, Foulon-Tonat shall have no right to retain such payment and,
immediately upon being informed of the impropriety of such payment,
Foulon-Tonat 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 Foulon-Tonat pursuant
to Section 409A(a)(1)(B) of the Code, and this Agreement shall be
interpreted and construed consistent with this intent.  Foulon-Tonat 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 Foulon-Tonat 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 Foulon-Tonat 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 Foulon-Tonat’s separation from service, or, if
earlier, upon Foulon-Tonat’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 Foulon-Tonat 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,
Foulon-Tonat 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. 
Foulon-Tonat 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:

  	
  Martha
  Foulon-Tonat

  
	
   

  	
  118 Hart Road

  
	
   

  	
  Gaithersburg, MD
  20878

  
	
   

  	
   

  	
   

  
	
   

  	
  Fax No.

  	
   

  	
   

  
				



 


12

















 


	
  To:

  	
  EagleBank

  	
   

  
	
   

  	
  c/o Ronald D. Paul

  	
   

  
	
   

  	
  7815 Woodmont Ave.

  	
   

  
	
   

  	
  Bethesda, MD 20814

  	
   

  
	
   

  	
  Fax No.: 301.986-8529

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  cc:

  	
  Fred Sommer,
  Esquire

  
	
   

  	
   

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

  
	
   

  	
   

  	
  11921 Rockville
  Pike, 3rd Floor

  
	
   

  	
   

  	
  Rockville,
  Maryland 20852

  
	
   

  	
   

  	
  Fax No.:
  301-230-2891

  
	
   

  	
   

  	
   

  
	
   

  	
  After
  August 1, 2009 to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fred Sommer,
  Esquire

  
	
   

  	
   

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

  
	
   

  	
   

  	
  12505 Park Potomac
  Avenue, Sixth Floor

  
	
   

  	
   

  	
  Potomac, MD 20854

  
	
   

  	
   

  	
  Fax No.:

  
				



 


14.           Entire Agreement.  This Agreement
contains all of the agreements and understandings between the parties hereto
with respect to the employment of Foulon-Tonat 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
Foulon-Tonat 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 Foulon-Tonat and her heirs, executors, administrators, and
personal and legal representatives.


 


[signatures on
following page]


 


13

















 


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


 


	
   

  	
  EAGLEBANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: Ronald D.
  Paul

  
	
   

  	
  Title: Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MARTHA FOULON-TONAT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


14

















 


Attachment A


 


Form of


General Release and Waiver of All Claims


 


Martha
Foulon-Tonat (“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.


 


 


	
   

  	
   

  	
   

  
	
  Martha
  Foulon-Tonat

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EagleBank

  	
   

  	
  Date

  



 


16