a10292021employeestockpu






    #112042553 v3  EAGLE BANCORP, INC.  2021 EMPLOYEE STOCK PURCHASE PLAN      1. Purpose.  The Eagle Bancorp, Inc. 2021 Employee Stock Purchase Plan, as may be  amended from time to time (the “Plan”) is intended to encourage and facilitate the purchase of  Shares of the common stock of Eagle Bancorp, Inc., a Maryland corporation (the “Company”) by  employees of the Company and any Participating Companies, thereby providing employees with  a personal stake in the Company and a long range inducement to remain in the employ of the  Company and Participating Companies.  It is the intention of the Company that the Plan qualify  as an “employee stock purchase plan” within the meaning of Section 423 of the Code.  2. Definitions.  (a) “Account” means a bookkeeping account established by the Committee on behalf  of a Participant to hold Payroll Deductions.  (b) “Approved Leave of Absence” means a leave of absence that has been approved  by the applicable Participating Company in such a manner as the Board may determine from  time to time.  (c) “Board” means the Board of Directors of the Company.  (d) “Business Day” means a day on which the NASDAQ System is open for trading.  (e) “Code” means the Internal Revenue Code of 1986, as amended.  (f) “Committee” means the Committee appointed pursuant to Section 14 of the Plan.  (g) “Compensation” means the regular base salary paid to a Participant by one or  more Participating Companies during such individual’s period of participation in the Plan, plus  any pre-tax contributions made by the Participant to any cash-or-deferred arrangement that meets  the requirements of section 401(k) of the Code or any cafeteria benefit program that meets the  requirements of section 125 of the Code, now or hereafter established by any Participating  Company. The following items of compensation shall not be included in Compensation: (i) all  overtime payments, bonuses, commissions (other than those functioning as base salary  equivalents), profit-sharing distributions and other incentive-type payments and (ii) any and all  contributions (other than contributions subject to sections 401(k) and 125 of the Code) made on  the Participant’s behalf by a Participating Company under any employee benefit or welfare plan  now or hereafter established.  (h) “Election Form” means the form acceptable to the Committee which an Employee  shall use to make an election to purchase Shares through Payroll Deductions pursuant to the  Plan.  Exhibit 10.29 





 






  -2-  #112042553 v3  (i) “Eligible Employee” means an Employee who meets the requirements for  eligibility under Section 3 of the Plan.  (j) “Employee” means any person, including an officer, whose wages and other  salary is required to be reported by a Participating Company on Internal Revenue Service Form  W-2 for federal income tax purposes.  (k) “Enrollment Date” means, with respect to a given Offering Period, a date  established from time to time by the Committee or the Board, which shall not be later than the  first day of such Offering Period.  (l) “Fair Market Value” means the closing price per Share on the principal national  securities exchange on which the Shares are listed or admitted to trading or, if not listed or traded  on any such exchange, the fair market value as reasonably determined by the Board, which  determination shall be in accordance with the standards set forth in Treasury Regulation §1.421- 1(e)(2) and shall be conclusive.  (m) “Five Percent Owner” means an Employee who, with respect to a Participating  Company, is described in Section 423(b)(3) of the Code.  (n) “Offering” means an offering of Shares to Eligible Employees pursuant to the  Plan.  (o) “Offering Commencement Date” means the first Business Day on or after January  1, April 1, July 1 and October 1 of each year.  (p) “Offering Period” means the period extending from an Offering Commencement  Date through the following Offering Termination Date.  (q) “Offering Termination Date” means March 31, June 30, September 30, or  December 31 of each year (or if such date is not a Business Day, the last Business Day preceding  such date), or the date of a Change in Control (as defined in the Company’s 2021 Equity  Incentive Plan), which occurs in an Offering Period.  (r) “Option Price” means, with respect to a particular Offering Period, an amount  equal to 85% of the lesser of the Fair Market Value per Share determined on the Offering  Commencement Date or the Offering Termination Date.   (s) “Participant” means an Employee who meets the requirements for eligibility  under Section 3 of the Plan and who has timely delivered an Election Form to the Committee.  (t) “Participating Company” means the Company, and its parent or subsidiary  corporations within the meaning of Section 424(f) of the Code, if any, that are approved by the  Board from time to time in its sole discretion as eligible to participate in the Plan.  (u) “Payroll Deductions” means amounts withheld from a Participant’s Compensation  pursuant to the Plan, as described in Section 5 of the Plan.  





 






  -3-  #112042553 v3  (v) “Plan Termination Date” means the earlier of: (1) the Offering Termination Date  for the Offering in which the maximum number of Shares specified in Section 4 of the Plan have  been issued pursuant to the Plan; (2) the date as of which the Board chooses to terminate the Plan  as provided in Section 15 of the Plan; (3) the date of a Change in Control or (4) in the event that  the Company’s shareholders do not approve the Plan at the Company’s annual meeting of  shareholders that immediately follows the Effective Date, the date of such annual meeting.  (w) “Shares” means shares of common stock of the Company, $0.01 par value per  Share.  (x) “Successor-in-Interest” means the Participant’s executor or administrator, or such  other person or entity to whom the Participant’s rights under the Plan shall have passed by will  or the laws of descent and distribution.  (y) “Termination Form” means the form acceptable to the Committee which an  Employee shall use to withdraw from an Offering pursuant to Section 8 of the Plan.  3. Eligibility and Participation.  (a) Initial Eligibility.  Except as provided in Section 3(b) of the Plan, each individual  who is an Employee on an Offering Commencement Date shall be eligible to participate in the  Plan with respect to the Offering that commences on that date.  (b) Ineligibility.  An Employee shall not be eligible to participate in the Plan if such  Employee:  (i) is a Five Percent Owner;  (ii) has not customarily worked more than 20 hours per week;  (iii) has not customarily worked more than 5 months in any calendar year;  (iv) has been employed with a Participating Company for less than 12 months;  or  (v) is restricted from participating under Section 3(d) of the Plan.  (c) Leave of Absence.  An Employee on an Approved Leave of Absence shall be  eligible to participate in the Plan, subject to the provisions of Sections 5(d) and 8(d) of the Plan.   An Approved Leave of Absence shall be considered active employment for purposes of Sections  3(b)(ii) and 3(b)(iii) of the Plan.  (d) Restrictions on Participation.  Notwithstanding any provisions of the Plan to the  contrary, no Employee shall be granted an option to participate in the Plan if:  (i) immediately after the grant, such Employee would be a Five Percent  Owner; or  





 






  -4-  #112042553 v3  (ii) such option would permit such Employee’s rights to purchase stock under  all employee stock purchase plans of the Participating Companies which meet the requirements  of Section 423(b) of the Code to accrue at a rate which exceeds $25,000 in fair market value (as  determined pursuant to Section 423(b)(8) of the Code) for each calendar year in which such  option is outstanding.  (e) Commencement of Participation.  An Employee who is eligible to participate in  the Plan under Sections 3(a) and 3(b) as of an applicable Enrollment Date and whose  participation is not restricted under Section 3(d) of the Plan shall become a Participant by  completing an Election Form and filing it with the Committee on or before the applicable  Enrollment Date.  Payroll Deductions for a Participant shall commence on the applicable  Offering Commencement Date when the Participant’s authorization for Payroll Deductions  becomes effective, and shall end on the Plan Termination Date, unless sooner terminated by the  Participant pursuant to Section 8 of the Plan.  Notwithstanding the foregoing sentence, to the  extent necessary to comply with Section 423(b)(8) of the Code and Section 3(d) of the Plan, a  Participant’s payroll deductions may be decreased to zero percent (0%) at any time during an  Offering Period; provided, that such Payroll Deductions shall recommence at the rate as provided  in such Participant’s Enrollment Form at the beginning of the first Offering Period that is  scheduled to end in the following calendar year, unless terminated by the Participant as provided  in Section 8 of the Plan.  4. Shares Per Offering.  The Plan shall be implemented by a series of Offerings that shall terminate on the  Plan Termination Date.  Offerings shall be made with respect to Compensation payable for each  Offering Period occurring on or after adoption of the Plan by the Board and ending with the Plan  Termination Date.  Shares available for any Offering shall be the difference between the  maximum number of Shares that may be issued under the Plan, as determined pursuant to  Section 10(a) of the Plan, for all of the Offerings, less the actual number of Shares purchased by  Participants pursuant to prior Offerings.  If the total number of Shares for which options are  exercised on any Offering Termination Date exceeds the maximum number of Shares available,  the Committee shall make a pro rata allocation of Shares available for delivery and distribution  in as nearly a uniform manner as practicable, and as it shall determine to be fair and equitable,  and the unapplied Account balances shall be returned to Participants as soon as practicable  following the Offering Termination Date.  5. Payroll Deductions.  (a) Amount of Payroll Deductions.  An Eligible Employee who wishes to participate  in the Plan shall file an Election Form (authorizing payroll deductions) with the Committee prior  to the applicable Enrollment Date.  (b) Participants’ Accounts.  All Payroll Deductions with respect to a Participant  pursuant to Section 5(a) of the Plan shall commence on the first payroll following the Enrollment  Date and shall end of the last payroll in the Offering Period to which such authorization is  applicable, unless sooner terminated by the Participant as provided in Section 8.  All Payroll  Deductions will be credited to the Participant’s Account under the Plan.  The amounts collected  





 






  -5-  #112042553 v3  from the Participant shall not be held in any segregated account or trust fund and may be  commingled with the general assets of the Company and used for general corporate purposes.  (c) Changes in Payroll Deductions.  A Participant may discontinue such Participant’s  participation in the Plan as provided in Section 8(a) of the Plan, but no other change can be made  during an Offering Period, including, but not limited to, changes in the amount of Payroll  Deductions for such Offering.  A Participant may change the amount of Payroll Deductions for  subsequent Offerings by giving written notice of such change to the Committee on or before the  applicable Enrollment Date for such Offering Period.  (d) Leave of Absence.  A Participant who goes on an Approved Leave of Absence  before the Offering Termination Date after having filed an Election Form with respect to such  Offering may:  (i) withdraw the balance credited to the Participant’s Account pursuant to  Section 8(b) of the Plan;  (ii) discontinue contributions to the Plan but remain a Participant in the Plan  through the earlier of (i) the Offering Termination Date or (ii) the close of business on the 90th  day of such Approved Leave of Absence unless such Employee shall have returned to regular  non-temporary employment before the close of business on such 90th day; or  (iii) remain a Participant in the Plan during such Approved Leave of Absence  through the earlier of (i) the Offering Termination Date or (ii) the close of business on the 90th  day of such Approved Leave of Absence unless such Participant shall have returned to regular  non-temporary employment before the close of business on such 90th day, and continue the  authorization for the Participating Company to make Payroll Deductions for each payroll period  out of continuing payments to such Participant, if any.  6. Granting of Options.  On each Offering Termination Date, each Participant shall be deemed to have  been granted an option to purchase a minimum of one (1) Share and a maximum number of  Shares that shall be a number of whole Shares equal to the quotient obtained by dividing the  balance credited to the Participant’s Account as of the Offering Termination Date, by the Option  Price.  Notwithstanding the foregoing and subject to the limitations described in Section 3(d)(ii),  on each applicable Offering Termination Date, no Participant may purchase more than the  number of Shares obtained by dividing (i) $6,250 by (ii) the Fair Market Value as of the  applicable Offering Termination Date. If a Participant’s contributions with respect to an Offering  Period would allow the Participant to purchase a number of Shares that exceed this limit, then  any such excess contributions will be returned to the Participant without interest and will not be  used to purchase Shares under the Plan.    7. Exercise of Options.  (a) Automatic Exercise.  With respect to each Offering, a Participant’s option for the  purchase of Shares granted pursuant to Section 6 of the Plan shall be deemed to have been  exercised automatically on the Offering Termination Date applicable to such Offering.   





 






  -6-  #112042553 v3  Notwithstanding the foregoing, upon the occurrence of a Plan Termination Date as described in  clauses (3) or (4) of Section 2(v), all Shares or Payroll Deductions (to the extent not yet applied  to the purchase of Shares) under the Plan shall be distributed to the Participants as soon as  administratively practicable following such Plan Termination Date.  (b) Fractional Shares and Minimum Number of Shares.  Fractional Shares shall not  be issued under the Plan.  Amounts credited to an Account remaining after the application of  such Account to the exercise of options for a minimum of one (1) full Share shall be credited to  the Participant’s Account for the next succeeding Offering, or, at the Participant’s election,  returned to the Participant as soon as practicable following the Offering Termination Date,  without interest.  (c) Transferability of Option.  No option granted to a Participant pursuant to the Plan  shall be transferable other than by will or by the laws of descent and distribution, and no such  option shall be exercisable during the Participant’s lifetime other than by the Participant.  (d) Delivery of Certificates for Shares.  The Company shall deliver certificates for  Shares acquired on the exercise of options during an Offering Period as soon as practicable  following the Offering Termination Date.  8. Withdrawals.  (a) Withdrawal of Account.  A Participant may elect to withdraw the balance credited  to the Participant’s Account by providing a Termination Form to the Committee at any time  before the Offering Termination Date applicable to any Offering.  (b) Amount of Withdrawal.  A Participant may withdraw all, but not less than all, of  the amounts credited to the Participant’s Account by giving a Termination Form to the  Committee.  All amounts credited to such Participant’s Account shall be paid as soon as  practicable following the Committee’s receipt of the Participant’s Termination Form, and no  further Payroll Deductions will be made with respect to the Participant.  (c) Termination of Employment. Upon termination of a Participant’s employment for  any reason other than death, including termination due to disability or continuation of a leave of  absence beyond 90 days, all amounts credited to such Participant’s Account shall be returned to  the Participant.  In the event of a Participant’s (1) termination of employment due to death or (2)  death after termination of employment but before the Participant’s Account has been returned, all  amounts credited to such Participant’s Account shall be returned to the Participant’s  Successor-in-Interest.  (d) Leave of Absence.  A Participant who is on an Approved Leave of Absence shall,  subject to the Participant’s election pursuant to Section 5(d) of the Plan, continue to be a  Participant in the Plan until the earlier of (i) the end of the first Offering ending after  commencement of such Approved Leave of Absence or (ii) the close of business on the 90th day  of such Approved Leave of Absence unless such Employee shall have returned to regular  non-temporary employment before the close of business on such 90th day.  A Participant who  has been on an Approved Leave of Absence for more than 90 days shall not be eligible to  





 






  -7-  #112042553 v3  participate in any Offering that begins on or after the commencement of such Approved Leave of  Absence so long as such leave of absence continues.  9. Interest.  No interest shall be paid or allowed with respect to amounts paid into the Plan or  credited to any Participant’s Account.  10. Shares.  (a) Maximum Number of Shares.  No more than 200,000 Shares may be issued under  the Plan.  Such Shares shall be authorized but unissued or reacquired Shares of the Company,  including Shares purchased on the open market.  The number of Shares available for any  Offering and all Offerings shall be adjusted if the number of outstanding Shares of the Company  is increased or reduced by split-up, reclassification, stock dividend or the like.  All Shares issued  pursuant to the Plan shall be validly issued, fully paid and nonassessable.  (b) Participant’s Interest in Shares.  A Participant shall have no interest in Shares  subject to an option until such option has been exercised.  (c) Registration of Shares.  Shares to be delivered to a Participant under the Plan shall  be registered in the name of the Participant.  (d) Restrictions on Exercise.  The Board may, in its discretion, require as conditions  to the exercise of any option such conditions as it may deem necessary to assure that the exercise  of options is in compliance with applicable securities laws.  11. Expenses.  The Participating Companies shall pay all fees and expenses incurred (excluding  individual federal, state, local or other taxes) in connection with the Plan.  No charge or  deduction for any such expenses will be made to a Participant upon termination of participation  under the Plan or upon the distribution of certificates representing Shares purchased with the  Participant’s contributions.  12. Taxes.  The Participating Companies shall have the right to withhold from each  Participant’s Compensation an amount equal to all federal, state, city and/or other taxes as the  Participating Companies shall determine are required to be withheld in connection with the grant  or exercise of the option, or disposition of Shares.  In connection with such withholding, the  Participating Companies may make any such arrangements as they may deem appropriate  (provided they are consistent with the Plan and permitted by applicable law), including the right  to withhold from Compensation paid to a Participant other than in connection with the Plan and  the right to withdraw such amount from the amount standing to the credit of the Participant’s  Account.  





 






  -8-  #112042553 v3  13. Plan and Contributions Not to Affect Employment.  The Plan shall not confer upon any Eligible Employee any right to continue in the  employ of the Participating Companies.  14. Administration.  The Plan shall be administered by the Board, which may delegate responsibility  for such administration to a committee of the Board (the “Committee”).  If the Board fails to  appoint the Committee, any references in the Plan to the Committee shall be treated as references  to the Board.  The Board, or the Committee, shall have authority to interpret the Plan, to  prescribe, amend and rescind rules and regulations relating to it, and to make all other  determinations deemed necessary or advisable in administering the Plan, with or without the  advice of counsel.  The determinations of the Board or the Committee on the matters referred to  in this paragraph shall be conclusive and binding upon all persons in interest.  15. Amendment and Termination.  The Board may terminate the Plan at any time and may amend the Plan from time  to time in any respect; provided, however, that upon any termination of the Plan, all Shares or  Payroll Deductions (to the extent not yet applied to the purchase of Shares) under the Plan shall  be distributed to the Participants, provided further, that no amendment to the Plan shall affect the  right of a Participant to receive a proportionate interest in the Shares or Payroll Deductions (to  the extent not yet applied to the purchase of Shares) under the Plan, and provided further, that  the Company may seek shareholder approval of an amendment to the Plan if such approval is  determined to be required by or advisable under the regulations of the Securities or Exchange  Commission or the Internal Revenue Service, the rules of any stock exchange or system on  which the Shares are listed or other applicable law or regulation.  16. Effective Date.  The Plan shall be effective on March 31, 2021 (the “Effective Date”), with its  initial Offering Period beginning April 1, 2021.  17. Government and Other Regulations.  (a) In General. The purchase of Shares under the Plan shall be subject to all  applicable laws, rules and regulations, and to such approvals by any governmental agencies as  may be required.  (b) Securities Law.  The Committee shall have the power to make each grant under  the Plan subject to such conditions as it deems necessary or appropriate to comply with the  then-existing requirements of the Securities Act of 1933, as amended, and the Securities  Exchange Act of 1934, as amended, including Rule 16b-3 (or any similar rule) of the Securities  and Exchange Commission.  





 






  -9-  #112042553 v3  18. Non-Alienation.  No Participant shall be permitted to assign, alienate, sell, transfer, pledge or  otherwise encumber such Participant’s interest under the Plan prior to the distribution of Share  certificates to such Participant.  Any attempt at assignment, alienation, sale, transfer, pledge or  other encumbrance shall be void and of no effect.  19. Notices.  Any notice required or permitted hereunder shall be sufficiently given only if  delivered personally, telecopied, or sent by first class mail, postage prepaid, and addressed:  If to the Company:  Eagle Bancorp, Inc.  7830 Old Georgetown Road  Bethesda, MD 20814    Attention:  Val Brandenburg, SVP, Director of Human Resources  With a copy to: Paul Saltzman, EVP, Chief Legal Officer  or any other address provided pursuant to written notice.  If to the Participant:  At the address on file with the Company from time to time,  or to such other address as either party may hereafter designate in writing by notice similarly  given by one party to the other.  20. Successors.  The Plan shall be binding upon and inure to the benefit of any successor, successors or  assigns of the Company.  21. Severability.  If any part of this Plan shall be determined to be invalid or void in any respect, such  determination shall not affect, impair, invalidate or nullify the remaining provisions of this Plan  which shall continue in full force and effect.  22. Acceptance.  The election by any Eligible Employee to participate in this Plan constitutes such  individual’s acceptance of the terms of the Plan and agreement to be bound hereby.  23. Applicable Law.  This Plan shall be construed in accordance with the laws of the State of Maryland, to the  extent not preempted by applicable federal law.  





 






  -10-  #112042553 v3  SCHEDULE A  Participating Companies  Eagle Bancorp, Inc.  EagleBank