a1027curryemploymentagre






EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the  26th day of February, 2021 (the “Effective Date”), by and between EagleBank, a Maryland  chartered commercial bank (the “Bank”), and Jeffrey M. Curry (“Executive”). RECITALS: WHEREAS, Executive is currently employed by the Bank as its Executive Vice  President, Chief Risk Officer; and WHEREAS, the Bank desires to continue Executive’s employment with the Bank as its  Executive Vice President, Chief Risk Officer, and Executive agrees to accept such continued  employment, in accordance with the terms and conditions set forth in this 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 continue to employ Executive, and  Executive agrees to continue to be employed as Executive Vice President, Chief Risk 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: a. . “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. b. . “Bancorp” means Eagle Bancorp, Inc., a Maryland corporation, publicly  traded as a bank holding company. c. . “Bank” is defined above.  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. #113813870 v1 Exhibit 10.27 





 






d. . “Bank Entities” means and includes any of the Bank, Bancorp and their  Affiliates. e. . “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 limited to: (1) the Federal Deposit Insurance Corporation or any other federal or  state depository insurance organization or fund; (2) the Federal Reserve System, the Maryland Division of Financial  Institutions, or any other federal or state bank regulatory or commissioner’s office; (3) any Person established, organized, owned (in whole or in part) or  controlled by any of the foregoing; and (4) any predecessor, successor or assignee of any of the foregoing. f. . “Board” means the Board of Directors of the Bank. g. . “Code” means the Internal Revenue Code of 1986, as amended. h. . “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; provided that  after the Termination Date, such period shall be deemed to end on the Termination Date. i. . “Competitive Products or Services” means, as of any time during the  Term, those products or services of the type that any of the Bank Entities is providing, or is  actively preparing to provide, to its customers. j. . “Disability” means a mental or physical condition which, in the good faith  opinion of the Board, renders Executive, with or without reasonable accommodation, unable or  incompetent to carry out the essential functions of the position or the material job responsibilities  which Executive held or the material duties to which Executive 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 Executive (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. k. . “Entity” means any partnership, corporation, limited liability company,  trust, joint venture, unincorporated association, or other entity or association. -2- #113813870 v1 





 






l. . “Person” means any individual or Entity. m. . “Section 409A” means Section 409A of the Code and the regulations and  administrative guidance promulgated thereunder. n. . “Term” means the period commencing on the Effective Date and ending  on the Termination Date. o. . “Termination Date” means the date upon which Executive ceases to  provide services to the Bank and Bancorp hereunder. Other terms are defined throughout this Agreement and have the meanings so given them. 3. Term; Position. a. . Position.  Executive shall serve as Executive Vice President, Chief Risk  Officer of the Bank during the Term. b. . No Restrictions.  Executive represents and warrants to the Bank that  Executive is not subject to any legal obligations or restrictions that would prevent or limit  Executive’s entering into this Agreement and performing Executive’s responsibilities hereunder. 4. Duties of Executive. a. . Nature and Substance.  Executive shall provide such services and perform  such duties, functions, and assignments as are normally incident to Executive’s position of  Executive Vice President, Chief Risk Officer, and such additional functions and services as the  Chief Executive Officer may from time to time direct. Executive shall report directly to the Chief  Executive Officer of the Bank. Executive agrees to devote Executive’s full business time and  attention to the performance of Executive’s duties and responsibilities under this Agreement, and  shall use Executive’s best efforts and discharge Executive’s duties to the best of Executive’s  ability for and on behalf of the Bank Entities and toward their successful operation.   b. . Compliance with Law.  Executive shall comply with all laws, statutes,  ordinances, rules and regulations relating to Executive’s 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 Executive the  following: a. . Salary.  During the Term, Executive shall be paid a salary (“Salary”) of  $362,389.82 on an annualized basis.  The Bank shall pay Executive’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.  Executive’s Salary may be further increased from time to time, at the  discretion of the Board.  Executive may also be entitled to certain incentive bonus payments as  determined by Board approved incentive plans. -3- #113813870 v1 





 






b. . Vacation and Leave.  Executive 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. c. . Office Space.  The Bank will provide customary office space and office  support to Executive. d. . Parking. Paid parking at Executive’s regular worksite will be provided by  the Bank at its expense. e. . Insurance.  During the Term, Executive will be eligible to participate in  group health, disability and other insurance as the Bank may maintain for its employees from  time to time. f. . Expenses.  The Bank shall, promptly upon presentation of proper expense  reports therefor, pay or reimburse Executive, in accordance with the policies and procedures  established from time to time by the Bank for its officers, for all reasonable and customary  business  travel  and other out-of-pocket expenses incurred by Executive in the performance of  Executive’s 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. g. . Retirement Plans.  Executive 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. h. . Other Benefits.  While this Agreement is in effect, Executive shall be  entitled to all other benefits that the Bank provides from time to time to its officers and such  other benefits as the Board may from time to time approve for Executive, subject to applicable  eligibility requirements. i. . 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 as amended from time to time in the  Bank’s sole discretion.  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. 6. Conditions Subsequent to Continued Operation and Effect of Agreement. a. . 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- -4- #113813870 v1 





 






applicable statute or any rule, regulation, order or understanding promulgated by any Bank  Regulatory Agency, or should any term or condition required to be included herein by any such  Bank Regulatory Agency be absent, this Agreement may be rescinded and terminated by the  Bank if the parties hereto cannot in good faith agree upon such additions, deletions or  modifications as may be deemed necessary or appropriate to bring this Agreement into  compliance. 7. Termination of Agreement.  The Term of this Agreement may be terminated as  provided below in this Article 7. a. . Definition of Cause.  For purposes of this Agreement, “Cause” means: (1) any act of theft, fraud, intentional misrepresentation of a material  matter, personal dishonesty or breach of fiduciary duty or similar conduct by Executive with  respect to any of the Bank Entities or the services to be rendered by him under this Agreement; (2) 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; (3) any Bank Regulatory Agency action or proceeding against  Executive as a result of Executive’s negligence, fraud, malfeasance or misconduct; (4) indictment of Executive for, or Executive’s conviction of or plea of  nolo contendere at the trial court level to, a felony, or any crime of moral turpitude, or involving  dishonesty, deception or breach of trust; (5) any of the following conduct on the part of Executive that has not  been corrected or cured by Executive within thirty (30) days after having received written notice  from the Bank describing such conduct (provided, however, that the Bank shall not be required  to provide Executive with notice and opportunity to cure more than two (2) times in any twelve  (12) month period): (a) habitual absenteeism, or the failure by or the inability of  Executive to devote full time and attention to the performance of Executive’s duties pursuant to  this Agreement (other than by reason of Executive’s death or Disability);  (b) intentional material failure by Executive to carry out the  stated lawful and reasonable directions, instructions, policies, rules, regulations or decisions of  the Board which are consistent with Executive’s position;  (c) any action (including any failure to act) or conduct by  Executive 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);  -5- #113813870 v1 





 






(6) the use of drugs, alcohol or other substances by Executive to an  extent which materially interferes with or prevents Executive from performing Executive’s duties  under this Agreement; (7) Executive’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; or (8) willful or intentional misconduct on the part of Executive that  results, or that the Board in good faith determines may result, in substantial injury to the Bank or  any of its Affiliates. b. . 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  on written notice to Executive, effective immediately. c. . 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 Executive or such  later date as may be specified in such notice. d. . Termination for Death or Disability.  The Term shall automatically  terminate upon the death of Executive or upon the Board’s determination that Executive is  suffering from a Disability. e. . Termination by Executive.  Executive 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 Executive gives such notice to the Bank unless Executive and the Bank agree in writing to  a later date on which such termination is to be effective the “Notice Period”).  After receiving  notice of termination, the Bank may require Executive to devote Executive’s good faith energies  to transitioning Executive’s duties to Executive’s successor and to otherwise helping to minimize  the adverse impact of Executive’s resignation upon the operations of the Bank Entities.  If  Executive fails or refuses to fully cooperate with such transition, the Bank may immediately  terminate Executive and such termination shall not be treated as a termination by the Company  without Cause.  At any time during the Notice Period, the Bank may elect to relieve Executive of  some or all of Executive’s duties, responsibilities, privileges and positions for the remainder of  the Notice Period, in its sole discretion and any such reduction shall not give Executive any right  to terminate under Section 9.2(b). f. . Pre-Termination Salary and Expenses.  Without regard to the reason for,  or the timing of, the termination of the Term: (a) the Bank shall pay Executive any unpaid Salary  due for the period prior to the Termination Date; and (b) following submission of proper expense  reports by Executive, the Bank shall reimburse Executive for all expenses incurred prior to the  Termination Date and subject to reimbursement pursuant to Section 5.7 hereof.  These payments  shall be made promptly upon termination and within the period of time mandated by law. -6- #113813870 v1 





 






g. . Termination After Change in Control.  Section 9.2 sets out provisions  applicable to certain circumstances in which the Term may be terminated in connection with a  Change in Control. 8. Confidentiality; Non-Competition; Non-Interference. a. . Confidential Information, Executive, 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. b. . Nondisclosure.  Executive 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 Executive or any  Affiliate of Executive or (iii) in connection with the performance of Executive’s duties under this  Agreement.  No provision of this Agreement, including but not limited to this Section 8.2, shall  be interpreted, construed, asserted or enforced by the Bank Entities to (i) prohibit Executive from  reporting possible violations of federal law or regulation to any governmental agency or entity,  including but not limited to the Department of Justice, the Commission, the Congress, and any  agency Inspector General, or making other disclosures that are protected under the whistleblower  provisions of federal law or regulation, or (ii) require notification or prior approval by the Bank  or Bancorp of any such report; provided that, Executive is not authorized to disclose  communications with counsel that were made for the purpose of receiving legal advice or that  contain legal advice or that are protected by the attorney work product or similar privilege.   Further, nothing contained in this Agreement, or any release and waiver delivered in accordance  with this Agreement, shall be interpreted, construed, asserted or enforced by the Bank or  Bancorp to prohibit or disqualify Executive from being awarded, receiving and/or enjoying the  benefit of, any award, reward, emolument or payment, or other relief of any kind whatsoever,  from any agency, which is provided based upon Executive’s provision of information to any such  agency as a whistleblower under applicable law or regulation.  The Bank and Bancorp hereby  waive any right to assert or enforce the provisions of this Agreement in a manner which would  impede any whistleblower activity in accordance with applicable law or regulation. Furthermore,  Executive shall not be held criminally or civilly liable under any federal or state trade secret law  for the disclosure of a trade secret that is made (i) in confidence to a federal, state or local  -7- #113813870 v1 





 






government official, either directly or indirectly, or to an attorney, in each case, solely for the  purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other  document filed in a lawsuit or proceeding, if such filings are made under seal. c. . Documents.  All files, papers, records, documents, compilations,  summaries, lists, reports, notes, databases, tapes, sketches, drawings, memoranda, and similar  items (collectively, “Documents”), whether prepared by Executive, or otherwise provided to or  coming into the possession of Executive, that contain any Confidential or 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  automatically upon the Termination Date, Executive 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), and Executive shall not retain in any form any  such Document or any summary, compilation, synopsis or abstract of any Document or Bank  Information. d. . Non-Competition.  Executive hereby acknowledges and agrees that,  during the course of employment, in addition to Executive’s access to Confidential Information,  Executive has become, and will become, familiar with and involved in all aspects of the business  and operations of the Bank Entities.  Executive hereby covenants and agrees that during the  Term until one (1) year after the Termination Date (the “Restricted Period”), Executive 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): (1) provide any advice, assistance or services of the kind or nature  which he provided to any of the Bank Entities or relating to business activities of the type  engaged in by any of the Bank Entities within the preceding two years, to any Person who owns  or operates a Competitive Business or to any Person that is attempting to initiate or acquire a  Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is  planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is  proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch  of the Bank Entities and (ii) such Branch competes or will compete with the products or services  offered or planned to be offered by the Bank Entities during the Restricted Period; or (2) sell or solicit sales of Competitive Products or Services to Persons  within such 50 mile radius, or assist any Competitor in such sales activities. Notwithstanding any provision hereof to the contrary, this Section 8.4 does not restrict  Executive’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 Executive’s total ownership constitutes less than two percent (2%) of the  outstanding securities of such company and that such ownership does not does not violate: (A)  the Code of Conduct or any other policy of the Bank, including any policy related to inside  -8- #113813870 v1 





 






information; (B) any applicable securities law; or (C) any applicable standstill or other similar  contractual obligation of the Bank. e. . Non-Interference.  Executive 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): (1) 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  or his/her relationship with any Bank Entity or to take any action that would disrupt or otherwise  damage any such relationship; (2) 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 (3) 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 8.5: (a) 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; (b) 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; (c) 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 Executive 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 (d) 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 Executive is an owner, director, officer, manager, member, employee, partner or  employee, or to which Executive 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 8.5, with  -9- #113813870 v1 





 






such presumption to be overcome only upon Executive’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. f. . Injunction.  In the event of any breach or threatened or attempted breach  of any provision of this Article 8 by Executive, 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 Executive 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. g. . Reasonableness. i. . .Executive has carefully read and considered the provisions of this Article  8 and, having done so, acknowledges that he fully understands them, that he has had an  opportunity to consult with counsel of Executive’s own choosing regarding the meaning and  effect of such provisions, at Executive’s election, and he 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.  Executive agrees that the restrictions set forth in this  Agreement will not impair or unreasonably restrain Executive’s ability to earn a livelihood.   Executive further acknowledges that Executive’s services have been and shall continue to be of  special, unique and extraordinary value to the Bank Entities. ii. . .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. h. . Additional Obligations. i. . .Non-disparagement.  Executive shall not during or after Executive’s  employment disparage any officers, directors, employees, business, products, or services of the  Bank Entities, except when compelled to do so in connection with a government investigation or  judicial proceeding, or as otherwise may be required or protected by law. ii. . .Cooperation.  During and after Executive’s employment, Executive shall  fully cooperate with the reasonable requests of the Bank Entities, including providing  information, with regard to any matter that Executive has knowledge of as a result of Executive’s  employment or prior employment with the Bank Entities.  Executive further agrees to comply  with any reasonable request by the Bank Entities to assist in relation to any investigation into any  -10- #113813870 v1 





 






actual or potential irregularities, including without limitation assisting with any threatened or  actual litigation concerning the Bank Entities, giving statements/affidavits, meeting with legal  and/or other professional advisors, and attending any legal hearing and giving evidence; provided  that the Bank Entities shall reimburse Executive for any reasonable out-of-pocket expenses  properly incurred by Executive in giving such assistance.  Executive agrees to notify the Bank  immediately if Executive is contacted by any third parties for information or assistance with any  matter concerning the Bank Entities and agrees to co-operate with the Bank Entities with regard  to responding to such requests. 9. Change in Control. a. . Definition. “Change in Control” means and shall be deemed to have  occurred if: (1) 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; (2) 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 (3) 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. b. . Change in Control Termination.  For purposes of this Agreement, a  “Change in Control Termination” means that while this Agreement is in effect: -11- #113813870 v1 





 






(1) Executive’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 (2) Within twelve (12) months following consummation of a Change  in Control, Executive’s title, duties and or position have been materially reduced such that  Executive is not in comparable positions in the publicly traded holding company and in the bank  (with materially comparable compensation, benefits, contractual terms and conditions and  responsibilities to the position he held immediately prior to the Change in Control, and with a  primary worksite that is within twenty-five (25) miles of Executive’s primary worksite as of the  date hereof), and within thirty (30) days after notification of such reduction he notifies the Bank  that he is terminating Executive’s employment due to such change in Executive’s 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 a primary  worksite within twenty-five (25) miles of Executive’s primary worksite as of the date hereof).  If  Executive’s employment is terminated under this Section, Executive’s last day of employment  shall be mutually agreed to by Executive and the Bank, but shall be not more than sixty (60) days  after such notice is given by Executive. c. . Change in Control Payment.  If there is a Change in Control Termination  pursuant to Section 9.2, Executive shall be paid a lump-sum cash payment (the “Change  Payment”) equal to one time Executive’s Salary at the highest rate in effect during the twelve  (12) month period immediately preceding Executive’s Termination Date, such Change Payment  to be made to Executive on the date forty-five (45) days after the later of (i) the Termination  Date or (ii) the date of the Change in Control; provided, that Executive signs and delivers to the  Bank no later than twenty-one (21) days after the Termination Date a General Release and  Waiver substantially in the form attached as Exhibit A hereto, and that such release becomes  irrevocable in accordance with its terms (the “Release Requirement”).  Notwithstanding anything  to the contrary in this Section 9.3, the Change Payment pursuant to this Section 9.3 shall be  subject to (i) any delay in payment required by Section 10.2 hereof and (ii) any reduction  required pursuant to Section 10.1 hereof, as applicable. 10. Compliance with Certain Restrictions. a. . Section 280G.  If any payment or distribution by the Bank Entities to or  for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to  the terms of this Agreement or otherwise pursuant to or by reason of any other agreement,  policy, plan, program or arrangement or the lapse or termination of any restriction on or the  vesting or exercisability of any payment or benefit (each a “280G Payment”), would be subject  to the excise tax imposed by Section 4999 of the Code (or any successor provision thereto) or to  any similar tax imposed by state or local law (such tax or taxes are hereafter collectively referred  to as the “Excise Tax”), then the aggregate amount of 280G Payments payable to Executive shall  be reduced to the aggregate amount of 280G Payments that may be made to Executive without  incurring an excise tax (the “Safe-Harbor Amount”) in accordance with the immediately  -12- #113813870 v1 





 






following sentence; provided that such reduction shall only be imposed if the aggregate after-tax  value of the 280G Payments retained by Executive (after giving effect to such reduction) is equal  to or greater than the aggregate after-tax value (after giving effect to the Excise Tax) of the 280G  Payments to Executive without any such reduction.  Any such reduction shall be made in the  following order: first, by reduction of cash payments; second, by cancellation of accelerated  vesting of equity awards; and third, by reduction of other benefits payable to Executive, in each  case, in reverse chronological order, beginning with payments or benefits that are to be paid  latest. b. . Section 409A. i. . .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 Executive pursuant to Section  409A(a)(1)(B) of the Code, and this Agreement shall be interpreted and construed consistent  with this intent.  Executive 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. ii. . .Notwithstanding any provision of this Agreement to the contrary, if  Executive is a “specified employee” at the time of Executive’s “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 Executive within six (6) months following  Executive’s 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 Executive’s separation from service, or, if earlier, upon Executive’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. iii. . . If any of the payments hereunder are subject to the Release Requirement,  and the period in which Executive may consider executing the release begins in one calendar  year and ends in the following calendar year, the date on which such payments will be made  shall be no earlier than the first day of the second calendar year within such period. iv. . .All reimbursements and in-kind benefits provided under this Agreement  shall be made or provided in accordance with the requirements of Section 409A to the extent that  such reimbursements or in-kind benefits are subject to Section 409A, including, where  applicable, the requirements that (i) any reimbursement is for expenses incurred during  Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the  amount of expenses eligible for reimbursement during a calendar year may not affect the  expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an  eligible expense will be made on or before the last day of the calendar year following the year in  which the expense is incurred and (iv) the right to reimbursement is not subject to set off or  liquidation or exchange for any other benefit. -13- #113813870 v1 





 






c. . Withholding. The Company may withhold from any amounts payable  under this Agreement such federal, state, local or foreign income taxes it determines may be  appropriate. 11. Assignability.  Executive shall have no right to assign this Agreement or any of  Executive’s 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 within  Montgomery County 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 signed, 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 United 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,  -14- #113813870 v1 





 






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: Executive as set forth by Executive’s signature below To:  EagleBank  c/o Susan Riel, CEO  7830 Old Georgetown Road  Bethesda, MD 20814  Fax No.: 301-841-9872  Email: sriel@eaglebankcorp.com cc: EagleBank  c/o Paul Saltzman, Chief Legal Officer 7830 Old Georgetown Road Bethesda, Maryland 20814 Fax: 301-337-3373 Email: psaltzman@eaglebankcorp.com 14. Entire Agreement.  This Agreement contains all of the agreements and  understandings between the parties hereto with respect to the employment of Executive 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. 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 provision or portion of such provision shall be  deemed severed herefrom and 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  -15- #113813870 v1 





 






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 Executive and Executive’s heirs, executors,  administrators, and personal and legal representatives. [signatures on following page] -16- #113813870 v1 





 






IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first  written above. EAGLEBANK By:  _______/s/ Susan D. Riel_______________  Name:  Susan D. Riel Title:    Chief Executive Officer  Executive ___/s/ Jeffrey M. Curry_______________________ Jeffrey M. Curry Notice Address: __________________________ __________________________ __________________________ Fax No. ___________________ #113813870 v1 





 






Exhibit A Form of  General Release and Waiver of All Claims Jeffrey M. Curry (“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 9.3 of that certain Employment Agreement dated as of [           ] (the  “Employment Agreement”).  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.  (each, a “Company”) 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 Older Workers Benefit  Protection Act; the Equal Pay Act; the Family and Medical Leave Act; 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 and related 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 with the Companies.  By signing this Release, you waive and release any rights you  may have against the Released Parties under these and any other laws, except those as to which a  waiver and release is not permitted as a matter of law, based on any act, omission, matter, cause  or thing through the date of your execution of this Release; provided however, that this Release  does not release or discharge the Released Parties from any Company’s obligations to you under  or pursuant to (a)  Section 9.3 of the Employment Agreement, (b) vested benefits under the  Company’s employee welfare benefit plans and employee pension benefit plans (excluding any  severance benefits), subject to the terms and conditions of those plans, (c) any securities of the  #113813870 v1 





 






Company that you own or (d) claims for indemnification under the Company’s by-laws or  policies of insurance. 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, provided that nothing in this Release shall be construed to prohibit you from  filing a charge with or participating in any investigation or proceeding conducted by the EEOC,  NLRB, SEC or any comparable state or local agency (“Government Agencies”).   Notwithstanding the foregoing, you hereby waive your right to recover individual relief with  respect to any charge, complaint, or lawsuit filed by you or anyone on your behalf, and you agree  that you will not accept any benefit that you may be entitled to receive in connection with any  action taken by any other person or agency against the Bank; provided however, that nothing in  this Release limits your right to receive an award for information provided to any Government  Agencies.  Additionally, you represent that you have no pending complaints or charges filed  against the Bank. By execution of this Release and in consideration of the benefits provided herein,  you understand that you are specifically waiving any rights or claims that you may have under  the Age Discrimination in Employment Act (“ADEA”), 29 U.S.C. §§ 621, et sec.  You state that  your waiver of these ADEA claims is knowing and voluntary, and you understand that you are  forever releasing the Bank (and its affiliates and related persons who are Released Parties) with  respect to all such claims.  This waiver does not apply to any rights or claims that relate to events  which may occur after the date this Release becomes effective, or to any rights or claims to test  the knowing and voluntary nature of this Release, solely to the extent required under the ADEA  and Older Workers Benefit Protection Act (“OWBPA”). 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) [45 days if deemed to be a  group layoff under OWBPA] 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 8.3 of your Employment  Agreement. 5. REVOCATION. -19- #113813870 v1 





 






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 Board of  Directors of Bancorp 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 the 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, you have knowingly and voluntarily executed this  Release, as of the day and year first set forth below. /s/ Jeffrey M. Curry   3/1/2021      Jeffrey M. Curry     Date -20- #113813870 v1