Exhibit 10.5


 


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 James H. Langmead  (“Langmead”).


 


RECITALS:


 


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


 


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


 


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


 


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


 


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


 


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


 


2.5           “Bank Regulatory Agency” means any governmental
authority, regulatory agency, ministry, department, statutory corporation,
central bank or other body of the United States or of any other country or of
any 


 


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state or other
political subdivision of any of them having jurisdiction over the Bank or any
transaction contemplated, undertaken or proposed to be undertaken by the Bank,
including, but not necessarily be limited to:


 


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


 


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


 


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


 


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


 


2.6           “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 Langmead, with
reasonable accommodation, unable or incompetent to carry out the material job
responsibilities which Langmead held or the material duties to which Langmead
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 Langmead (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.  Langmead’s employment
hereunder shall continue until the Expiration Date, unless extended in writing
by both the Bank and Langmead or sooner terminated in accordance with the
provisions of this Agreement (the “Term”).


 


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


 


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


 


4.             Duties of Langmead.


 


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


 


4.2           Performance of Services. 
Langmead agrees to devote his full business time and attention to the
performance of his duties and responsibilities under this Agreement, and
shall use his best
efforts and discharge his duties to the best of his ability for and on behalf of the Bank
and toward its successful operation. 
Langmead agrees that, without the prior written consent of the Board, he
will not during the Term, directly or indirectly, perform services for or
obtain a financial or ownership interest in any other Entity (an “Outside
Arrangement”) if such Outside Arrangement would interfere with the satisfactory
performance of his duties to the Bank, present a conflict of interest with the
Bank and/or Bancorp, breach his duty of loyalty or fiduciary duties to the Bank
and/or Bancorp, or otherwise conflict with the provisions of this Agreement.  Langmead 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 Langmead’s
participation in an Outside Arrangement would interfere with his satisfactory
performance of his duties to the Bank, present a conflict of interest with the
Bank and/or Bancorp, breach his duty of loyalty or fiduciary duties to the Bank
and/or Bancorp, or otherwise conflict with the provisions of this Agreement,
Langmead shall not undertake, or shall cease, such Outside Arrangement as soon
as feasible after the Board notifies him of such determination.  Notwithstanding any provision hereof to the
contrary, this Section 4.2 does not restrict Langmead’s right to own
securities of any Entity that files periodic reports with the Securities and
Exchange Commission under Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended; provided that his total ownership constitutes
less than two percent (2%) of the outstanding securities of such company.


 


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


 


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


 


5.1           Salary.  Through the
end of the Term, Langmead shall be paid a salary (“Salary”) of Two Hundred
Forty-three Thousand One Hundred One Dollars ($243,101.00) on an annualized
basis.  The Bank shall pay Langmead’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.  Langmead’s Salary may be further increased
from time to time, at the discretion of the Board. Langmead 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.  Langmead 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 Langmead.


 


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


 


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


 


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


 


5.8           Life Insurance.


 


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


 


5.10         Retirement Plans.  Langmead 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, Langmead 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. 
Langmead 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


 


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Agreement may be
rescinded and terminated by the Bank if the parties hereto cannot in good faith
agree upon such additions, deletions or modifications as may be deemed
necessary or appropriate to bring this Agreement into compliance.


 


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


 


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 Langmead with
respect to the Bank Entities or the services to be rendered by him under this
Agreement;


 


(b) any
failure of this Agreement to comply with any Bank Regulatory Agency requirement
which is not cured in accordance with Section 6.1 within a reasonable
period of time after written notice thereof;


 


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


 


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


 


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


 


(iii)          willful or intentional misconduct on the part of
Langmead 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 Langmead 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
Langmead to an extent which materially interferes with or prevents Langmead
from performing his duties under this Agreement;


 


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


 


(h)           Langmead’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 Langmead.


 


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


 


7.5           Termination by Langmead. 
Langmead 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 Langmead gives such notice to the Bank unless Langmead 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 Langmead to devote his good faith energies to transitioning
his duties to his successor and to otherwise helping to minimize the adverse
impact of his resignation upon the operations of the Bank.  If Langmead fails or refuses to fully
cooperate with such transition, the Bank may immediately terminate Langmead, in
which case it shall no longer have any obligation to pay any Salary or provide
any benefits to him, but solely for purposes of Sections 8.5 and 8.6 below, the
Termination Date shall be the date ninety (90) days after the date on which
Langmead 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 Langmead any unpaid Salary due for the period prior to the
Termination Date; and (b) following submission of proper expense reports
by Langmead, the Bank shall reimburse Langmead 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 Langmead 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 Langmead, in the
manner set forth below, Langmead’s Salary at the rate being paid as of the
Termination Date, and (ii) if Langmead timely elects to continue his
health insurance benefits under COBRA, pay to the insurer Langmead’s premiums
for health insurance benefits continuation (for so long as Langmead remains
qualified for such continuation under COBRA); provided, however, that Langmead
shall not be entitled to any such payments if he is otherwise entitled to
payments pursuant to Section 9.4 in relation to a Change in Control.   Any payments due Langmead pursuant to this Section 7.7
shall be paid to Langmead in installments on the same schedule as Langmead was
paid immediately prior to the Termination Date, each installment to be the same
amount Langmead would have been paid under this Agreement if he had not been
terminated. In the event Langmead breaches any provision of Article 8 of
this Agreement, Langmead’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 Langmead
having the obligation to repay to the Bank any payments that were paid to him
and any payments for health insurance benefits continuation pursuant to this Section 7.7
with respect to the period after such breach occurred and before such breach
became known to the Bank.  Furthermore,
if termination was initially not for Cause but the Bank thereafter determines
in good faith that, during the Term, Langmead had engaged in conduct that would
have constituted Cause, Langmead’s entitlement to any payments pursuant to this
Section 7.7 shall terminate retroactively to the Termination Date, with
Langmead having the obligation to repay to the Bank all payments that were paid
to him and any payments for health insurance benefits continuation pursuant to
this Section 7.7, and, upon the return of all such payments, said General
Release and Waiver shall be deemed rescinded and of no force or effect.   Notwithstanding anything to the contrary in
this Section 7.7, any payment pursuant to this Section shall be
subject to (i) any delay in payment required by Section 10.3 hereof
and (ii) any reduction required pursuant to Section 10.2
hereof.


 


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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. 
Langmead, 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.  Langmead
hereby covenants and agrees that he shall not, directly or indirectly, disclose
or use, or authorize any Person to disclose or use, any Confidential
Information (whether or not any of the Confidential Information is novel or
known by any other Person); provided however, that this restriction shall not
apply to the use or disclosure of Confidential Information (i) to any
governmental entity to the extent required by law, (ii) which is or
becomes publicly known and available through no wrongful act of Langmead or any
Affiliate of Langmead or (iii) in connection with the performance of
Langmead’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, Langmead 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 Langmead may disclose the existence of this
Agreement or the terms and conditions herein to Langmead’s immediate family,
tax, financial or legal advisers, prospective employers (with whom Langmead’s
employment is not prohibited by Section 8.5), any taxing authority, or as
required by law.  If Langmead is asked
about the existence and/or terms and conditions of this Agreement, Langmead is
permitted to state only that “the terms of my employment are a confidential
matter that I am not able to disclose.” 
Langmead acknowledges that the terms of this Section 8.3 are a
material inducement for the Bank to enter into this Agreement.  Notwithstanding the foregoing, Langmead 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 Langmead, or otherwise
provided to or coming into the possession of Langmead, 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, Langmead 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 Langmead 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.  Langmead
hereby acknowledges and agrees that, during the course of employment, Langmead
has become, and will become, familiar with and involved in all aspects of the
business and operations of the Bank Entities. Langmead 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”), Langmead 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 Langmead’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 his total ownership constitutes
less than two percent (2%) of the outstanding securities of such company.


 


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


 


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


 


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


 


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


 


In applying this Section 8.6:


 


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


 


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


 


(iii)          for
purposes of clause (c), the term “employee” shall be deemed to include, at any
time, any Person who was employed by any of the Bank Entities within the prior
six (6) month period (thereby prohibiting Langmead 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 Langmead is an owner, director, officer,
manager, member, employee, partner or employee, or to which Langmead 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 Langmead’s showing by a
preponderance of the evidence that he was not directly or indirectly involved
in the hiring, soliciting or encouraging such employee to leave employment with
the Bank Entities.


 


8.7           Injunction. In the event of any breach or threatened or attempted
breach of any provision of this Article 8 by Langmead, 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 Langmead 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  Langmead 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. Langmead further agrees that the restrictions set forth
in this Agreement will not impair or unreasonably restrain his ability to earn
a livelihood.


 


8.8.2  If any court of competent jurisdiction should
determine that the duration, geographical area or scope of any provision or
restriction set forth in this Article 8 exceeds the maximum duration,
geographic area or scope that is reasonable and enforceable under applicable
law, the parties agree that said provision shall automatically be modified and
shall be deemed to extend only over the maximum duration, geographical area
and/or scope as to which such provision or restriction said court determines to
be valid and enforceable under applicable law, which determination the parties
direct the court to make, and the parties agree to be bound by such modified
provision or restriction.


 


9.             Change in Control.


 


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


 


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


 


(b)  any person,
entity or group (each within the meaning of Sections 13(d) and 14(d)(2) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) shall
become the beneficial owner (within the meaning of Rules 13d-3 and 13d-5
under the Exchange Act), directly or indirectly, of securities of Bancorp
representing more than fifty percent (50%) of the voting power of all
outstanding securities of Bancorp entitled to vote generally in the election of
directors of Bancorp (including, without limitation, any securities of Bancorp
that any such Person has the right to acquire pursuant to any agreement, or
upon exercise of conversion rights, warrants or options, or otherwise, which
shall be deemed beneficially owned by such Person); or


 


(c) 
over a twelve (12) month period, a majority of the members of the Board of
Directors of Bancorp are replaced by directors whose appointment or election
was not endorsed by a majority of the members of the Board of Directors of
Bancorp in office prior to such appointment or election.


 


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


 


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


 


(a)           Langmead’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, Langmead’s title, duties and or position have been
materially reduced such that Langmead is not in a comparable position (with
materially comparable compensation, benefits and responsibilities and is
located within twenty-five (25) miles of Langmead’s primary worksite) to the
position he held immediately prior to the Change in Control, and within thirty 


 


9

















 


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


 


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”), Langmead’s
employment by the Bank has not been terminated, Langmead 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 his
last day of employment will be as mutually agreed to by the Bank and Langmead
but which shall be not more than sixty (60) days after such notice is given by
Langmead.


 


9.4           Change in Control Payment. 
If there is a Change in Control Termination pursuant to Section 9.2
or Langmead resigns after the Action Period pursuant to Section 9.3,
Langmead shall be paid a lump-sum cash payment (the “Change Payment”) equal to
2.99 times Langmead’s Salary at the highest rate in effect during the twelve
(12) month period immediately preceding his Termination Date, such Change
Payment to be made to Langmead within forty-five (45) days after the later of (i) his
Termination Date or (ii) the date of the Change in Control, the exact date
of payment to be determined in the sole discretion of the Bank; provided,
however, that the Bank shall be relieved of its obligation to pay the Change
Payment if Langmead 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 Langmead (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 Langmead’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 Langmead
but that would not have been payable to him if no Applicable Severance had
occurred.


 


10.2         Compliance with Section 280G.


 


(a)           Notwithstanding anything in this Agreement to the
contrary, if any amount becomes payable to Langmead 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 Langmead 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 Langmead that would constitute a Parachute
Payment, Langmead shall have no right to retain such payment, and, immediately
upon being informed of the impropriety of such payment, Langmead 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
Langmead 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 Langmead that would constitute a Parachute
Payment, Langmead shall have no right to retain such payment and, immediately
upon being informed of the impropriety of such payment, Langmead 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 Langmead pursuant to Section 409A(a)(1)(B) of
the Code, and this Agreement shall be interpreted and construed consistent with
this intent.  Langmead acknowledges and
agrees that he shall be solely responsible for the payment of any tax or
penalty which may be imposed or to which he may become subject as a result of
the payment of any amounts under this Agreement.


 


(b)           Notwithstanding
any provision of this Agreement to the contrary, if Langmead is a “specified
employee” at the time of his “separation from service”, any payment of “nonqualified
deferred compensation” (in each case as determined pursuant to Section 409A)
that is otherwise to be paid to Langmead within six (6) months
following  his separation from service,
then to the extent that such payment would otherwise be subject to interest and
additional tax under Section 409A(a)(1)(B) of the Code, such payment
shall be delayed and shall be paid on the first business day of the seventh
calendar month following Langmead’s separation from service, or, if earlier,
upon Langmead’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 Langmead 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, Langmead
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. 
Langmead shall have no right to assign this Agreement or any of his 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:

  	
  James H.
  Langmead

  
	
   

  	
                                          

  
	
   

  	
                                          

  
	
   

  	
  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 Langmead 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
Langmead 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 Langmead and his 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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JAMES H. LANGMEAD

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


14

















 


Attachment A


 


Form of


General Release and Waiver of All Claims


 


James
H. Langmead (“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.


 


 


	
   

  	
   

  	
   

  
	
  James
  H. Langmead

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EagleBank

  	
   

  	
  Date

  



 


16