Exhibit 10.1


 


 


 


 


Long-Term
Incentive Plan 

2020-2022  


 


                                                  





Adopted: February
2018




 



     


     


    

 









Long-Term
Incentive Plan


 


Objectives


 


Eagle
Bancorp, Inc. (the “Company”) is committed to rewarding executive officers of the Company and its principal subsidiary
EagleBank for their contributions to the Company’s success. The Company’s long-term incentive plan (LTIP) is adopted
under, and constitutes the basis under which the Company will establish the equity based compensation awarded to executive officers
pursuant to the Company’s then-applicable, shareholder approved, equity compensation plan (the “Stock Plan”),
and is part of a total compensation package, which includes base salary, annual cash incentives (under the Senior Executive Incentive
Plan – “SEIP”), long-term equity incentives and benefits. The objectives of this Long-Term Incentive Plan are
to:


 


		■	Focus
and reward participants for driving long-term, sustained performance.



 


		■	Align
executive officers with shareholder interests.



 


		■	Enable
the Company and its subsidiaries to attract and retain talent needed to drive the Company’s success.



 


		■	Ensure
sound risk management by providing a balanced view of performance and aligning rewards with the time horizon of risk.



 


		■	Position
EagleBank’s total compensation to be competitive with market for meeting performance goals.



 


		■	Work
with the SEIP to ensure a proper balance of performance goals and time horizons for overall performance and compensation.



 


Participation


 


		■	Participants
are the executive officers of the Company and EagleBank, as designated by the Board of Directors.



 


		■	Time-Vested
Awards: New participants hired July 1 or later will not be eligible to receive awards of RS for the year in which they are hired
but will become eligible for the next cycle.



 


		■	Performance-Vested
Awards: New participants must be an executive officer on the first business day of the year to be eligible for performance-vested
awards (made in the first quarter) relating to the forthcoming three-year period. [Participants must be an active employee as
of the last day of the applicable performance period and on the date stock vests to receive the benefit of an award.



 


		■	Participant’s
performance must be in good standing (minimum rating of 3) for the PRSU Performance Period and for the year of grant for Restricted
Shares.



 


Program
Components


 


The
LTIP provides the opportunity to receive shares of time vested restricted stock (“RS”) and performance-vested restricted
stock units (“PRSU”), to balance goals to reward for performance, retain executives and align executives’ interests
with shareholders. Each year, participants are eligible to receive:


 


		■	Performance
                                         Shares (PSRU) (for 2020 this will be 50% of award value); PRSUs are performance-based
                                         and align executives with shareholder interests since award value is based on Company
                                         performance-based metrics. PRSUs represent the right to receive shares of the Company’s
                                         common stock upon certification of the achievement of specified performance based metrics
                                         over a three year performance and vesting cycle (the “performance period”).



 


		■	Restricted
                                         Stock (RS) (for 2020 this will be 50% of award value); RS supports executive ownership
                                         and retention objectives since there is always some value retained (even if performance
                                         metric minimums are not met).



 






     


     


    

 





		■	PRSUs
                                         are granted at target, with the potential to achieve vesting at or above a lower (50%
                                         of target) “threshold” level, or to achieve vesting up to a “stretch/maximum”
                                         (150% of target) level (with the award value is focused on achievement of future performance
                                         based on predefined performance measures). RS awards may be granted at target or could
                                         vary to allow for recognition/variation of Company and Individual performance. 



 


The
number of Restricted Stock and PRSU shares will be determined by dividing the value of the compensation award by the stock price
on the date of grant (utilizing the formula contained in the applicable Stock Plan then in effect). The number of Performance
Shares (PRSUs) will be granted at target but will be settled in Common Stock after the three year performance and vesting period.


 


Performance
units promote pay for performance alignment and are intended to reward future performance since the awards are only paid out when
predefined performance goals are met. Performance units are earned and cliff vest after three years. Earned performance units
are paid within 75 days after the end of the Performance Period or as soon as practicable thereafter if the measurement data was
not yet readily available, and vest on the date the Compensation Committee certifies the performance data.


 


The
grants of RS and PRSUs under this Plan are under and a part of the applicable Company Stock Plan and not outside thereof, and
are subject to all terms and conditions of such Plan.


 


Individual
grant agreements will be provided to each individual upon grant and will specify the terms and conditions of the grant.


 


Participation
in the Plan does not guarantee an award at the target levels detailed in Appendix A. The Compensation Committee of the Company
(the “Committee”) will have the discretion to grant above or below target for RS to allow for appropriate reflection
of the Company’s performance, business environment, risk mitigating factors, affordability and individual performance and
contribution.


 


Award
Opportunities


 


Each
participant will have a target equity award that reflects being a part of a competitive total compensation package for his/her
role. LTIP targets will be communicated to each participant at the start of each performance period. (See Appendix A for current
target opportunities.) LTIP targets are estimates only, subject to adjustment as set forth herein and are not committed amounts
until awards are actually made and vested.


 


Restricted
Stock (Time Vested) Shares – How They Work


 


RS
grants are awarded based on a holistic view of performance that recognizes individual and Company performance. Actual awards can
vary +/- 25% from target to reflect performance. Once awarded, RS vests one-third per year for three years, beginning on the first
anniversary after the grant date.


 


Performance
Shares – How they Work


 


Performance
Period


 


Each
performance cycle (i.e., performance period) is three years. Performance goals and target opportunities are communicated at the
start of each performance period. For the 2020 Plan, the performance period will be January 1, 2020 to December 31, 2022. The
payout of the award is contingent on actual performance of pre-defined measures at the end of the performance period. The result
is a rolling series of annual awards, each earned over three years.


 






    
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The
diagram below shows how the annual award process results in overlapping cycles.


 





 


 


		Performance Period		Performance share grants 



 


		Evaluate performance results and vest earned performance
shares


 


Performance
Measures


 


The
Committee shall establish one or more Performance Goals for each grant of PRSUs. The selected performance measures are intended
to reflect the Company’s strategic plan as well as shareholder expectations.


 


It
is intended that target goals will reflect performance that is attainable with reasonable stretch. Stretch (maximum) goals will
reflect challenge goals that require superior performance. Performance of each goal is measured independently.


 


Actual
payout after three years will be interpolated on a straight-line basis between threshold, target and maximum to reward incremental
performance. Performance will range from 50% of target for achieving threshold performance to 150% of target for achieving stretch
performance.


 


The
table below establishes two performance goals and ranges for 2020.


 


	Measures	 	Weight	 	 	Threshold	 	 	Target	 	 	Stretch/Maximum	 
	Return on Average Assets (KRX Index)	 	 	50	%	 	 	Median	 	 	 	62.5% Percentile	 	 	 	75% Percentile	 
	Total Shareholder Return	 	 	50	%	 	 	Median	 	 	 	62.5% Percentile	 	 	 	75% Percentile	 
	Payout Range (% of Target)	 	 	100	%	 	 	50	%	 	 	100	%	 	 	150	%




 


The
Index is the KBW Regional Bank Index (KRX)


 


Awards
Payouts


 


The
Company’s performance in respect of each of the performance measures will be calculated following the end of each performance
cycle to determine the portion of an award of PRSUs that has vested. Vested PRSUs will be settled in the Company’s common
stock.


 


In
light of extraordinary regional economic or business circumstances of a force majeure nature (such as a result of a terrorist
act or new government sequestration), the grant may provide that the Committee retains the right to apply positive discretion
to vesting as appropriate to normalize for such extraordinary regional circumstance. The factors listed above will be considered
before vesting is approved by the Committee.


 






    
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Terms
and Conditions


 





This
section provides a general overview of the major terms and conditions for the Long-Term Incentive Plan. Information represented
below is subject to change and does not constitute a binding agreement.


 


Effective
Date


 


This
LTIP is effective initially to reflect a performance period of January 1, 2020 to December 31, 2022. The LTIP will be reviewed
annually by the Company’s Compensation Committee of the Board to ensure proper alignment with the Company’s business
objectives. The Company retains the rights as described below to amend, modify or discontinue the Plan at any time during the
specified period regarding future grants. The Plan will remain in effect until outstanding awards are vested.


 


Plan
Administration


 


The
LTIP is authorized by the Board and administered by the Compensation Committee. The Compensation Committee has the sole authority
to interpret the LTIP and to make or nullify any rules and procedures, as necessary, for proper administration of the LTIP. The
Compensation Committee will make all final determinations regarding long-term incentive awards to participants. Any determinations
by the Compensation Committee will be final and binding on all participants. The Compensation Committee may, in its sole discretion,
terminate or modify the LTIP, however, no amendment or termination of this LTIP will adversely affect an outstanding award.


 


Plan
Changes or Discontinuance


 


The
Company has developed the LTIP on the basis of existing business, market and economic conditions; current services; and staff
assignments. If substantial changes occur that affect these conditions, services, assignments, or forecasts (for example, mergers,
dispositions or other corporate transactions, changes in laws or accounting principles or other events that would in the absence
of some adjustment, frustrate the intended operation of this arrangement), the Company may add to, amend, modify or discontinue
any of the terms or conditions of the LTIP at any time regarding future grants.


 


Termination
of Employment


 


To
encourage executive retention, a participant must be an active employee of the Company or Bank on the vesting date. (See exceptions
for death, disability, retirement, termination for good reason or without cause and change in control below). PRSUs will be forfeited
by participants who terminate employment during the performance cycle except as otherwise set forth in this LTIP.


 


Death,
Disability, Retirement


 


If
a participant ceases to be employed by the Company or Bank due to death, disability or retirement (as defined in the applicable
Stock Plan), his/her RS shares will immediately vest, and his/her performance-vested PRSUs vesting will be the greater of (i)
based on actual performance measured on the most recent completed fiscal quarter, without proration or (ii) based on an assumed
 “at target” performance for the entire Performance Period, but then prorated for the period between grant and DDR.
Pro ration shall be computed based on full months, including any partial month of service.


 


Change
in Control (CIC)


 


Upon
a change in control (as defined in, and subject to any conditions contained in, the Stock Plan then in effect), (a) an
executive’s RS shares will vest and (b) his/her performance-vested PRSUs vesting will be the greater of (i) based on
actual performance measured on the most recent completed fiscal quarter, without proration or (ii) based on an assumed
 “at target” performance for the entire Performance Period, but then prorated for the period between grant and
CIC. Pro ration shall be computed based on full months, including any partial month of service.


 






    
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Clawback


 


All
awards under this Plan are subject to clawback in accordance with the requirements of the applicable award agreement and applicable
Stock plan, applicable law and regulation and the listing requirements of any exchange on which the Company’s common stock
is listed for trading.


 


Ethics
and Interpretation


 


If
there is any ambiguity as to the meaning of any terms or provisions of the Plan or any questions as to the correct interpretation
of any information contained therein, the interpretation expressed by the Compensation Committee will be final and binding.


 


The
altering, inflating, and/or inappropriate manipulation of performance/financial results or any other infraction of recognized
ethical business standard, will subject a participant to disciplinary action up to and including termination of employment. In
addition, any incentive compensation under the Plan to which the participant would otherwise be entitled may be revoked.


 


Miscellaneous


 


The
LTIP will not be deemed to give any participant the right to be retained in the employ of the Bank, nor will the LTIP interfere
with the right of the Company or Bank to discharge any participant at any time for any reason. Receipt of an award in one year
does not guarantee the eligibility of a participant to receive, or entitle a participant to receive, an award in any subsequent
year.


 


Each
provision in this LTIP is severable, and if any provision is held to be invalid, illegal, or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not, in any way, be affected or impaired thereby.


 


This
incentive plan and the transactions and payments hereunder shall, in all respects, be governed by, and construed and enforced
in accordance with the laws of the state of Maryland (without regard to its conflicts of laws provisions).


 






    
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Appendix
A

2019 LTI Target Opportunity


 


	Tier	 	Target LTI 
 RS and PRSU
 (% of Salary) 
	 
	Tier 1	 	 	300	%
	Tier 2	 	 	155	%
	Tier 3	 	 	145	%




 


Tiers
reflect SEIP Tiers.


 






    
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