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Section 1: 8-K (FORM 8-K)

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________

Form 8-K
_____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): July 1, 2019  

EAGLE BANCORP INC
(Exact Name of Registrant as Specified in Charter)

Maryland0-2592352-2061461
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)

 

7830 Old Georgetown Road, Third Floor, Bethesda, Maryland 20814
(Address of Principal Executive Offices) (Zip Code)

301-986-1800
(Registrant's telephone number, including area code)


(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 [   ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 [   ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 [   ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 [   ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [   ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [   ]

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, $0.01 par valueEGBNThe Nasdaq Stock Market, LLC
 
 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 1, 2019, Eagle Bancorp, Inc. (the “Company”) announced that it had effected a strategic reorganization of the Board of Directors of the Company and its wholly owned subsidiary, EagleBank (the “Bank”), as a result of which four new directors were appointed to the Board of Directors of the Company, and two members resigned as members of the Board of Directors of the Company and Bank, and four additional persons who serve as members of the Board of Directors of the Bank only resigned, effective immediately.  As a result of the reorganization, the Boards of Directors of the Company and Bank have identical composition and consist of eleven members. A copy of press release issued by the Company announcing the reorganization is attached as exhibit 99.1 to this report.

The four newly appointed members of the Company’s Board of Directors include three persons who already serve as directors of the Bank: Lynne Hackney, Leslie Ludwig and Benjamin M. Soto, and one person who is newly appointed as a director of the Company and Bank: Theresa G. LaPlaca.

Information regarding the experience and qualifications of the newly appointed directors is set forth below.

Ms. Hackney, 53, founded Allyson Capital in 2008, a development and investment firm specializing in urban residential - condominium, multifamily, mixed-use and townhomes - primarily concentrated in Washington, DC, New York, and Miami. As the founder of Urban Pace, a development services advisory firm, Ms. Hackney was the only woman in the Washington area to have had sole ownership of a major real estate corporation, residential or commercial, until she sold her firm to a multibillion-dollar company in 2016. Urban Pace is now owned by Berkshire Hathaway. Ms. Hackney’s accomplishments in the real estate industry resulted in her election in 2015 to a two-year term as President of the DC Building Industry Association, the first woman ever to hold that post. She holds Board seats with Johns Hopkins University and the University of Miami. Ms. Hackney has been a Director of EagleBank since 2016. She has a post graduate certificate from the Harvard Business School, an MBA from Johns Hopkins University and a B.S. from Virginia Commonwealth University.

Ms. LaPlaca, 59, is the former Executive Vice President and Head of the Conduct Risk Management Office at Wells Fargo and Company. She has spent over 18 years in the banking and financial services industry and her experience ranges from accounting, financial management and strategic planning to mergers and acquisitions, corporate governance and risk management. Ms. LaPlaca is a nationally recognized speaker on the topics of conduct and culture. Previously she held the positon of Chief Financial Officer for the Wealth and Investment Management Division of Wells Fargo and as a Division Chief Financial Officer for CitiStreet, a major provider of 401K administration services. She is a member of the Queens University Arts Advisory Board and previously served as a Board Director and Treasurer of the Nevins Foundation and the St. Anthony Foundation. Ms. LaPlaca earned her bachelor’s degree from Shenandoah University.  Ms. LaPlaca is expected to become Chair of the Risk Committee of the Board of Directors, the creation of which planned for the near future.

Ms. Ludwig, 57, is the co-founder of L&L Advisors, a commercial real estate consulting firm. She is a retired Partner at JBG Smith (formerly The JBG Companies) where she was Chairperson of the Management Committee and oversaw the Finance, Accounting, Human Resources, Investor Reporting, Insurance and Marketing functions, as well as provided leadership to the company’s diversity initiatives. Ms. Ludwig has over 35 years of experience in finance and capital markets. Prior to joining The JBG Companies in 2002, she was Senior Vice President at Wachovia Bank, serving as a Commercial Real Estate Relationship Manager. Ms. Ludwig is a member of CREW (Commercial Real Estate Women), and was formerly on the Investment Advisory Committee for the National Multifamily Housing Corporation, the Virginia Tech Real Estate Industry Advisory Board and the Advisory Board of CREW. Ms. Ludwig has a B.A. from Frostburg State University. She has served as a director of the Bank since 2017. Ms. Ludwig has become the Chair of the Company’s Compensation Committee.

Mr. Soto, 50, is an attorney practicing in the areas of real estate transactions and bankruptcy. He is the principal of Premium Title and Escrow, LLC, a Washington, DC-based full service title company. In addition, he is the owner of Paramount Development, LLC, which is focused on the acquisition and ground up development of commercial buildings and hotels in Washington, DC. He is a former Board Director of the National Bar Association, and of the DC Sports and Entertainment Commission, and a former Vice-Chair of the DC Board of Real Property Assessment and Appeals. Mr. Soto is a Board Director of the DC Chamber of Commerce, the DC Land Title Association, the DC Public Education Fund, and National Foundation for Affordable Housing Solutions, Inc. and the Georgetown Day School. Mr. Soto has served as a Director of the Bank since 2006.

There are no arrangements or understandings between any of the newly appointed directors and any other person pursuant to which they were selected as directors.  The newly appointed directors and their respective related persons from time to time may have banking transactions (potentially including loan and deposit transactions) with the Bank.  Such transactions are, and will be, in the ordinary course of business, on substantially the same terms, including interest rates, maturities and collateral requirements, as those prevailing at the time for comparable transactions with non-affiliated persons and will not involve more than the normal risk of collectability or present other unfavorable features.  Other than eligibility for fees (including grants of awards under the Company’s equity compensation plan) for service as a member of the Company and Bank Boards of Directors, as described in the Company’s proxy materials for the Annual Meeting of Shareholders held on May 16, 2019 (and as subject to periodic adjustment), none of the newly appointed directors is a party to any material plan, contract or arrangement entered into or materially amended in connection their respective appointments to the Board of Directors of the Company.

The resigning members of the Board of Directors of the Company and Bank are Dudley C. Dworken and Donald R. Rogers. Neither Mr. Dworken nor Mr. Rogers resigned as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Rogers will continue to serve as the Chairman of the EagleBank Foundation.

In connection with the resignations, each of Mr. Dworken and Mr. Rogers entered into an agreement with the Company and the Bank, pursuant to which all unvested awards of restricted stock units, restricted stock and options to purchase stock previously granted to them as partial compensation for board service, will vest in full.  As a result of this vesting, an aggregate of 8,509 shares of restricted stock will vest for Mr. Dworken, and an aggregate of 8,509 shares of restricted stock will vest for Mr. Rogers, and an aggregate of 8,148 shares of restricted stock will vest for the resigning bank directors. The Company expects that it will incur pre-tax compensation expense of approximately $1.2 million as a result of the acceleration of vesting. Under the agreements, Mr. Dworken and Mr. Rogers have agreed to certain confidentiality and nondisclosure provisions, and have agreed to certain nonsolicitation, noninterference and nondisparagement provisions for a period of two years from the date of their resignation. A copy of the form of agreement is filed as exhibit 99.1 to this report.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits.

Number Description
99.1 Press Release dated July 1, 2019   
99.2 Form of Agreement between Eagle Bancorp, Inc., EagleBank and each of Dudley C. Dworken and Donald A Rogers


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 EAGLE BANCORP INC
   
  
Date: July 2, 2019By: /s/ Susan G. Riel        
  Susan G. Riel
  President, Chief Executive Officer
  

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Section 2: EX-99.1 (PRESS RELEASE)

EdgarFiling

EXHIBIT 99.1

Eagle Bancorp, Inc. Announces Strategic Changes to Board Structure

BETHESDA, Md., July 01, 2019 (GLOBE NEWSWIRE) -- Eagle Bancorp, Inc. (the “Company”) (NASDAQ: EGBN), today announced that it had effected the strategic re-organization of its Board of Directors, as well as the Board of Directors of EagleBank, its primary subsidiary. As a result of the reorganization, both the holding company and bank boards will have the same composition and membership. A key feature of the reorganization is the election of four new Directors to the Board of the Bancorp. Three of the new Directors, Lynn Hackney, Leslie Ludwig and Benjamin M. Soto, have previously served on the Board of EagleBank. The fourth new Director, Theresa G. LaPlaca, has over 18 years of experience in the banking industry and an extensive background in risk management. Prior to her retirement from Wells Fargo, Ms. LaPlaca was Head of the Conduct Management office, which was created to resolve issues identified in that company’s sales and reporting practices.   

“We are pleased to enhance the strength of our Board by the addition of these four new Directors. Their participation under our new Board structure improves our ability to benefit from their particular expertise and skills at a higher level,” noted Norman R. Pozez, Chairman of the Board of Eagle Bancorp, Inc. Mr. Pozez continued, “The alignment of the composition and structure of both the Bancorp and Bank Boards is in accord with the Company’s commitment to meeting the highest standards of governance practices. It will allow us to streamline our Board and Board Committee oversight functions, and improve interaction with management to foster the continued soundness and success of the Bank. We are also pleased to note that the new structure has improved the diversity of our Board composition, which has been a goal for some time.”

The experience and qualifications of each of the new Bancorp directors are:

Lynn Hackney

Ms. Hackney, 53, founded Allyson Capital in 2008, a development and investment firm specializing in urban residential - condominium, multifamily, mixed-use and townhomes - primarily concentrated in Washington, DC, New York, and Miami. As the founder of Urban Pace, a development services advisory firm, Ms. Hackney was the only woman in the Washington area to have had sole ownership of a major real estate corporation, residential or commercial, until she sold her firm to a multibillion-dollar company in 2016. Urban Pace is now owned by Berkshire Hathaway. Ms. Hackney’s accomplishments in the real estate industry resulted in her election in 2015 to a two-year term as President of the DC Building Industry Association, the first woman ever to hold that post. She holds Board seats with Johns Hopkins University and University of Miami. Ms. Hackney has been a Director of EagleBank since 2016. She has a post graduate certificate from the Harvard Business School, an MBA from Johns Hopkins University and a B.S. from Virginia Commonwealth University.

Theresa G. LaPlaca

Ms. LaPlaca, 59, is the former Executive Vice President and Head of the Conduct Risk Management Office at Wells Fargo and Company. She has spent over 29 years in the banking and financial services industry and her experience ranges from accounting, financial management and strategic planning to mergers and acquisitions, corporate governance and risk management. Ms. LaPlaca is a nationally recognized speaker on the topics of conduct and culture. Previously she held the position of Chief Financial Officer for the Wealth and Investment Management Division of Wells Fargo and as a  Division Chief Financial Officer for CitiStreet, a major provider of 401K administration services. She is a member of the Queens University Arts Advisory Board and previously served as a Board Director and Treasurer of the Nevins Foundation and the St. Anthony Foundation. Ms. LaPlaca earned her bachelor’s degree from Shenandoah University.  

Leslie Ludwig

Ms. Ludwig, 57, is the co-founder of L&L Advisors, a commercial real estate consulting firm. She is a retired Partner at JBG Smith (formerly The JBG Companies) where she was Chairperson of the Management Committee and oversaw the Finance, Accounting, Human Resources, Investor Reporting, Insurance and Marketing functions, as well as provided leadership to the company’s diversity initiatives. Ms. Ludwig has over 35 years of experience in finance and capital markets. Prior to joining The JBG Companies in 2002, she was Senior Vice President at Wachovia Bank, serving as a Commercial Real Estate Relationship Manager. Ms. Ludwig is a member of CREW (Commercial Real Estate Women), and was formerly on the Investment Advisory Committee for the National Multifamily Housing Corporation, the Virginia Tech Real Estate Industry Advisory Board and the Advisory Board of CREW. Ms. Ludwig has a B.A. from Frostburg State University. She has served as a director of the Bank since 2017.

Benjamin M. Soto

Mr. Soto, 50, is an attorney practicing in the areas of real estate transactions and bankruptcy. He is the principal of Premium Title and Escrow, LLC, a Washington, DC-based full service title company. In addition, he is the owner of Paramount Development, LLC, which is focused on the acquisition and ground up development of commercial buildings and hotels in Washington, DC. He is a former Board Director of the National Bar Association, and of the DC Sports and Entertainment Commission, and a former Vice-Chair of the DC Board of Real Property Assessment and Appeals. Mr. Soto is a Board Director of the DC Chamber of Commerce, the DC Land Title Association, the DC Public Education Fund, and National Foundation for Affordable Housing Solutions, Inc. and the Georgetown Day School. Mr. Soto has served as a Director of the Bank since 2006.

Within the new Board structure at the Bancorp level, Mr. Pozez will continue to serve as the Chair of the Governance and Nominating Committee and Ms. Kathy A. Raffa will continue as Chair of the Audit Committee. Ms. Ludwig has become the Chair of the Compensation Committee. Ms. LaPlaca will become the Chair of the Risk Committee to be formed in the near future. This Committee will address the continued development of risk management and infrastructure resources as we grow and approach the $10 billion regulatory threshold. 

Coincident with the Board reorganizations, Dudley Dworken and Donald Rogers resigned from the Bancorp Board. Mr. Rogers will continue to serve as the Chair of the EagleBank Foundation. Mr. Pozez stated that “We would like to express our gratitude to Don and Dudley, who have contributed so much to the Company and EagleBank.” 

About Eagle Bancorp: The Company is the holding company for EagleBank, which commenced operations in 1998. The Bank is headquartered in Bethesda, Maryland, and operates through twenty branch offices, located in Suburban Maryland, Washington, D.C. and Northern Virginia. The Company focuses on building relationships with businesses, professionals and individuals in its marketplace.

Forward-looking Statements: This press release contains forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended, including statements of goals, intentions, and expectations as to future trends, plans, events or results of Company operations and policies and regarding general economic conditions. In some cases, forward-looking statements can be identified by use of words such as “may,” “will,” “anticipates,” “believes,” “expects,” “plans,” “estimates,” “potential,” “continue,” “should,” and similar words or phrases. These statements are based upon current and anticipated economic conditions, nationally and in the Company’s market, interest rates and interest rate policy, competitive factors, and other conditions which by their nature, are not susceptible to accurate forecast and are subject to significant uncertainty. Because of these uncertainties and the assumptions on which this discussion and the forward-looking statements are based, actual future operations and results in the future may differ materially from those indicated herein. For details on factors that could affect these expectations, see the risk factors and other cautionary language included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 and in other periodic and current reports filed with the SEC. Readers are cautioned against placing undue reliance on any such forward-looking statements. The Company’s past results are not necessarily indicative of future performance.

EAGLE BANCORP, INC.
CONTACT:
Michael T. Flynn
301.986.1800

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Section 3: EX-99.2 (EXHIBIT 99.2)

EdgarFiling

EXHIBIT 99.2

 

AGo/ IBIS AGREEMENT, made as of tJ1is @day of -- ; - ; / ; V EagleBank, a Maryland chartered commercial bank headquartered in Bethesda, Bancorp, Inc., the Bank's parent corporation and sole stockholder ("Bancorp"), an i:.=.. - " - f -- < ¥ -- t,it - "'t. of the Board of Directors of the Bank and/or Bancorp (the "Director"). WHEREAS, the Director is a member of the Board of Directors of the Bank and/or Bancorp; and WHEREAS, the Director, Bancorp and the Bank believe that it is in their mutual best interests for Director to resign from service on the Board of Directors of Bancorp and/or the Bank; and WHEREAS, the Director, Bancorp and the Bank desire to set forth certain provisions relating to the continuing fiduciary and other obligations of Director, and to provide for the vesting of certain awards previously granted to Director under Bancorp's under the equity compensation plans ; NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows : I. Resignation. Director hereby tenders his resignation as a member of the Board of Directors of Bancorp and the Bank, as applicable, and as a member of all committees thereof, effective as of - - - - - 2019 (the "Effective Date"). 2 . Acceleration of Vesting . On the Effective Date, each of the unvested awards of restricted stock units, restricted stock and/or options to purchase restricted stock, as set forth on Schedule A attached hereto and made a part hereof, previously granted to the Director in partial compensation for Director's service as a member of the Board of Directors of Bancorp and the Bank and certain committees thereof, and which shall not have vested prior to the Effective Date, shall automatically and without further action, vest in full . Bank and Bancorp agree to take such action as may be necessary to effect the vesting of such awards, and to effect the crediting of such awards to Director's name . 3, Confidentiality; Non - Interference; Nondispm·agement. (a) Confidential !reformation . Director, during his service as a director, will have, and has had, access to and become familiar with, various confidential and proprietary infonnation of the Bank and Bancorp and/or relating to the business of the Bank and Bancorp ("Confidential Information"), including, but not limited to : business plans ; operating results ; customer data ; internal working documents and communications ; relationships with and supervision by the Bank's and Bancorp's federal and state regulators, and other materials related to the businesses or activities of the Bank and Bancorp 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 . Notwithstanding the foregoing, "Confidential Infonnation" shall not include ( 1 ) information that is or becomes public without a breach of the Agreement, ( 2 ) information that became available to the Director on a non - confidential basis from a source not bound, to the Director's knowledge, by a non - disclosure agreement that covers the relevant information, ( 3 ) information that the Director knows (and can demonstrate that he knows) before commencing employment with the Bank, and ( 4 ) information required to be disclosed by law after notice so that the Bank can contest the required disclosure or seek some other protection . (b) Nondisclosure . Director 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 govemmental entity to the extent required by law, or (ii) which is or becomes publicly known and available through no wrongful act of Director or any affiliate of Director . Notwithstanding the foregoing, Director and the Bank acknowledge and agree that nothing contained in this Section 3 shall be interpreted, construed, asserted or enforced by the Bank to prohibit Director 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 Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation . Further, nothing

 
 

contained in this Agreement or any Release and Waiver shall be int e rpr ete d, construed, asserted or enforced by the Bank or Bancorp to prohibit or disqualify Director 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 Director's providing information to any such agency as a whistleblower under applicable law or regulation . Bancorp and the Bank 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 . (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 Director, or otherwise provided to or coming into the possession of Director, that contain any Confidential Information about or pertaining or relating to the Bank or Bancorp (the "Company Information") shall at all times remain the exclusive property of the Bank and Bancorp . Director shall take reasonable efforts to (i) return to the Bank and Bancorp all Documents in any tangible form (whether originals, copies or reproductions) and all comput e r disks or other media containing or embodying any Document or Company Information ; and (ii) purge and destroy all Documents and Company Information in any intangible form (including computerized, digital or other electronic format) . (d) Non - ln,t e f e r e nce . Director hereby covenants and agrees that until the date that is twenty four ( 24 ) months after the Effective Date (the "Restricted Period"), Director 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) : ( i ) ( ii ) ( iii ) 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 the Bank or Bancorp or any subsidiazy of the Bank or Bancorp, to discontinue, terminate or reduce the extent of its, his or her relationship with or Bank or Bancorp or any subsidiazy of Bancorp or Bank or to take any action that would disrupt or otherwise be disadvantageous to any such relationship ; solicit any customer of the Bank or Bancorp or any subsidiazy of the Bank or Bancorp 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 the Bank or Bancorp or any subsidiazy of the Bank or Bancorp) ; or solicit any employee of any of the Bank or Bancorp or any subsidiazy of the Bank or Bancorp to commence employment with, become a consultant or independent contractor to or otherwise provide services for the benefit of any other Competitive Business . For purposes of this Section 3 : (i) "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 l e ndin g , or any other business in which any of the Bank or Bancorp or any subsidiazy of the Bank or Bancorp is engaged or has invested significant resources within the prior six ( 6 ) month period in preparation for becoming actively engaged ; and (ii)"Competitive Products or Services" means, as of any time, those products or services of the type that any of the Bank, Bancorp or any subsidiazy of the Bank or Bancorp is providing, or is actively preparing to provide, to its customers . (e) Nondisparagement . During the Restricted Period, the Director shall not, directly or indirectly, orally or in writing, in any forum, or by means of any medium (including, but not limited to, television or radio, newspapers, newsletters, magazines, circulars, blogs, computer networks or bulletin boards, or any other form of communication), make to any third party (including but not limited to any customer, former customer or potential customer of the Bank or Bancorp or any subsidiazy of Bank or Bancorp, any employee or other representative of any bank regulatory agency, or any employee of the Bank or Bancorp or any subsidiazy of Bank or Bancorp, any disparaging or defamatory statements about the Bank or Bancorp or any subsidiazy of Bank or Bancorp . During the Restricted Period, the Bank and Bancorp shall not make any disparaging or defamatory statements about the Director . Nothing in this Section 3 (e) shall (i) apply to any communication with any governmental entity to the extent required by law ; (ii) limit the rights of the Bank or Bancorp in any legal proceedings by, against or involving the Bank or Bancorp ; or (iii) limit the rights of the Bank or Bancorp in any legal proceedings by, against or involving the Bank or Bancorp pertaining to the rights, remedies or obligations of the Bank or Bancorp under this Agreement . (f) Injunction . In the event of any breach or threatened or attempted breach of any provision of this Section 3 by Director, the Bank and Bancorp 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 Director 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 . Director has carefully read and considered the provisions of this Section 3 and, having done so, agrees that the restrictions and agreements set forth in this Section 3 are fair and reasonable and are reasonably required for the protection of the interests of the Bank or Bancorp or any subsidiary of the Bank or Bancorp . If any court of competent jurisdiction should determine that the duration or scope of any provision in this Section 3 exceeds the maximum that is reasonable and enforceable under applicable law, the parties agree that said provision shall automatically be modified and deemed to extend only over the maximum duration 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 . 4. No Limitation . The provisions hereof shall not be deemed to be descriptive of the limits of any duty, fiduciary or otherwise, which the Director may owe to the Bank or Bancorp as a result of having served as a member of the Board of Directors of the Bank and/or Bancorp . Director acknowledges and agrees that he may owe additional continuin g fiduciary or other duties to the Bank and/or Bancorp . 5. Successors and Assigns . This Agreement shall inure to the benefit of and be binding upon any corporate or other successor of Bancorp or Bank that shall acquire, directly or indirectly, by merger, consolidation, purchase or otherwise, all or substantially all of the assets or stock of the Bancorp or Bank . 6. Notices . Each notice, demand, request, consent, report, approval or communication ("Notice") which is or may be required to be given under this Agreement by any party to any other party shall be in writing and given by telex, telecopy, personal delivery, receipted delivery service, or by certified mail, return receipt requested, prepaid and prop e rJy addressed to the party to be served at the addresses set forth below . Notices shall be effective on the date sent via telex or telecopy, the date delivered personally or by receipted delivery service, or three ( 3 ) business days after the date mailed . Each party may designate, by Notice in writing to the other party, a new address to which any Notice may thereafter be given, delivered or sent . To: EagleBank c/o Susan G. Riel 7835 Old Georgetown Road Bethesda, Maryland 20814 Fax: 301.986.8529 To: 7. Amendments . No amendments or additions to this Agreement shall be binding unless made in writing and signed by all of the parties . 8. Applicable Law . Except to the extent preempted by Federal law, the laws of the State of Maryland, without regard to its conflict of laws principles, shall govern this Agreement in all respects . 9. Severability . The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof . 10. Hea d ing s . Headings contained herein are for convenience ofreference only. 11. Entire Agreement . This Agreement, together with any understanding or modifications thereof as agreed to in writing by the parties, shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof . 12. 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 .

 
 

[Signatures appear on next page}

 
 

IN WI1NESS WHEREOF, the undersigned have set their respective hands, duly authorized, as of the date and year first above written. EAGLEBANK Title: = - ' - By: ..=::::::::::::::::::'.:..::::!.... Name: Title: DIRECTOR

 
 

Dudley C. Dworken Schedule A Unvested awards of restricted stock units, restricted stock and/or options to purchase restricted stock: 8,509 .

 
 

 

 

AGREEMENT - ii" J - ) ' - THIS AGREEMENT, made as of this _ day o - f - - 1 - -- - - - • 2019, by and between Ba gleBank , a M ary l and c h arte r e d co mm erc ial b a n k h eudq uar t e red in B •t he s d a, Ma r ylan d ( th e " B a nk " ), Eag l e B a ncorp , I n c. , th e Bank 's par e nt c o rporation an d sole s t o c khold e r (" Banco rp"), a nd p:rak!.. . a mem ber o f th e Bo a rd o f Di r ectors o f t he Bank and / or Ba nc orp (the " Dir ec tor ") . WHEREAS, the Director is a member of the Board of Directors of the Bank and/or Bancorp; and WHEREAS, the Director, Bancorp and the Bank believe that it is in their mutual best interests for Director to resign from service on the Board of Directors of Bancorp and/or the Bank ; and WH EREAS , the Director, Bancorp and the Bank desire to set forth certain provisions relating to the continuing fiduciary and other obligations of Director, and to provide for the vesting of ce 11 ain awards previously granted to Director under Bancorp's under the equity compensation plans ; NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows : 1. Resignation . Director hereby tenders his resignation as a member of the Board of Directors of Bancorp and the Bank , as applicable, and as a member of all committees thereof, effective as of _ "" - l - ( " _ L ... _,, _ _ _ , 2019 (the "Effective Date " ) . 2. Ac c eleralion of Vesting . On the Effective Date, each of the unvested awards of restricted stock units, restricted stock and/or options to purchase restricted stock, as set forth on Schedule A attached hereto and made a part hereof, previously granted to the Director in partial compensation for Director ' s service as a member of the Board of Directors of Bancorp and the Bank and certain committees thereof, and which shall not have vested prior to the Effective Date, shall automatically and without further action, vest in full . Bank and Bancorp agree to take such action as may be necessary to effect the vesting of such awards, and to effect the crediting of such awards to Director's name . 3. Coefidentiality; Non - Interference ; Nondisparagement. (a) Confidential Information . Director, during his service as a director, will have, and has had, access to and become familiar with, various confidential and proprietary information of the Bank and Bancorp and/or relating to the business of the Bank and Bancorp ("Confidential Information"), including, but not limited to : business plans ; operating results ; customer data ; internal working documents and communications ; relationships with and supervision by the Bank's and Bancorp's federal and state regulators, and other materials related to the businesses or activities of the Bank and Bancorp which is not generally made available to the pub lic . Failure to mark any Confidential Information as confident ial , proprietary or protected information shall not affect its status as part of the Confidential Information subject to the terms of this Agreement . Notwithstanding the foregoing, "Confidential In format i on" shall not include (l) information that is or becomes public without a breach of the Agreement, ( 2 ) information that became available to the Director on a non - confidential basis from a source not bound, to the Director's knowledge, by a non - disclosure agreement that covers the relevant information, ( 3 ) information that the Director knows (and can demonstrate that he knows) before commencing employment with the Bank , and ( 4 ) information required to be disclosed by law after notice so that the Bank can contest the required disclosure or seek some other protection . _ (b) Nondisclosure . Director 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 Jnformation 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, or (ii) which is or becomes publicly known and available through no wrongful act of Director or any affiliate of Director . Notwithstanding the foregoing, Director and the Bank acknowledge and agree that no t hing contained in !'his Section 3 shall be interpreted, construed, asse 11 ed or enforced by the Bank to prohibit Director 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 Securities and Exchange Commission, the Congress, and any agency Inspector Genera l , or making other disclosures that are protected under the whistleblower provisions of federal law or regulation . Further, nothing contained i n this Agreement or any Release and Waiver shall be in terpreted , construed, asserted or enforced by the Bank or Bancorp to prohibit or disqualify Director 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 Director's providing infonnation to any such agency as a whistleblower under applicable law or regulation . Bancorp and the Bank 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, (c) Documents . All files, papers, records, docum ents , compilations, summaries, lists, reports , notes, databases, tapes, sketches, drawings, memoranda, and similar items (collectively , "Documents"), whether prepared by Director, or otherwise provided to or coming into the possession of Director, that contain any Confidential Information about or pertaining or relating to the Bank or Bancorp (the "Company Information") shall at all times remain the exclusive property of the Bank and Bancorp . Director shall take reasonable efforts to (i) return to the Bank and Bancorp all Documents in any tangible form (whether originals, copies or reproductions) and all computer disks or other media containing or embodying any Document or Company Information ; and (ii) purge and destroy all Documents and Company Information in any intangible form (including computerized , digital or other electronic format) . (d) Non - Interference . Director hereby covenants and agrees that until the date that is twenty four ( 24 ) months after the Effective Date (the "Restricted Period"), Director 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) : ( i ) (ii) (iii) 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 the Bank or Bancorp or any subsidiary of the Bank or Bancorp , to discontinue, terminate or reduce the extent of its, his or her relationship with or Bank or Bancorp or any subsidiary of Bancorp or Bank or to take any action that would disrupt or otherwise be disadva nt age ous to any s u c h re l a ti ons hi p ; so li c i t a n y c u s t o m e r of t h e Bn nk o r Ba n corp or any sub id inry of t he Ba nk o r Banco r p for t he p urp o e of p ro v i d i n g a n y C mp e ti t ivc P r oduc t s or Services t o such c u s t omer (other t h an a n y so l ic it a ti on t o t h c,encrul pul>lic th a t is no t disp r opo rtiona t e l y di r ec t ed at cus t omer· of t he Ba n k or B nnco rp or any s u l>s icl iary of th e Bank or Ba n corp) ; or solicit a n y e m ployee of any or the Bank or Ba n corp or u n y s u bsid i ary of t h o Bank or Bancorp to commence employment with, become a consultant or independent contractor to or otherwise provide services for the benefit ofany other Competitive Business . For purposes of this Section 3 : (i) "Competitive Business" means the banking and financial services business, which includ es, without limitati on , con s ume r savings, commercial b a nk i n g , the insurance and trust bu s in e ss, the savings and loan bu si ness and mo rt g age le ndin g, or any other business in which any of the Bank or Ban c o rp or any subsidiary of the Bank or Bancorp is engaged or has invested significant resources within the prior six ( 6 ) month per i od in preparation for becoming actively engaged ; and (ii)"Competitive Products or Services" means, as of any time, those products or services of the type that any of the Bank, Bancorp or any subsid i ary of the Bank or Bancorp is providing, or is actively preparing to provide, to its customers . (e) Nondisparagement . During the Restricted Period , the Director shall not, directly or indirectly, orally or in writing, in any forum, or by means of any medium (including, but not limited to, television or radio, newspapers, newsletters, magazines, circulars, biogs, computer networks or bulletin boards, or any other form of communication), make to any third party (including but not limited to any customer, former customer or potential customer of the Bank or Bancorp or any subsid i ary of Bank or Bancorp , any employee or other representative of any bank regulatory agency , or any employee of the Bank or Bancorp or an y su b s idiary of Bank or Banc o rp, any d i spa raging or defamato r y statements abou t the Bank or Bancorp or any sub s id iar y of Bank or Banc o rp . During the R es tri ct ed Period, th e D ank and Bancorp shall not make any disparaging or defamatory statements about the Director . Nothing in this Section 3 (e) shall (i) apply to any communication with any governmental entity to the extent required by law ; (ii) limit the rights of the Bank or Bancorp in any legal proceedings by, against or involving the Bank or Bancorp ; or (iii) limit the rights of

 
 

the Bank or Bancorp ln any legal proceedings by, against or involving the Bank or Bancorp pertaining to the rights, remedies or obligations of the Bank or Bancorp under this Agreement . (t) Injunction . In the event of any breach or threatened or attempted breach of any provision of this Section 3 by Director, the Bank and Bancorp 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 Director 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 . Director has carefully read and considered the provisions of this Section 3 and, having done so, agrees that the restrictions and agreements set forth in this Section 3 are fair and reasonable and are reasonably required for the protection of the interests of the Bank or Bancorp or any subsidiary of the Bank or Bancorp, If any court of competent jurisdiction should detennine that the duration or scope of any provision in this Section 3 exceeds the maximum that is reasonable and enforceable under applicable law, the pa 1 ties agree that said provision shall automatically be modified and deemed to extend only over the maximum duration 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 . 4. No Limitation. The provisions hereof shall not be deemed to be descriptive of the limits of any duty, fiduciary or otherwise, which the Director may owe to the Bank or Bancorp as a result of having served as a member of the Board of Directors of the Bank and/or Bancorp . Director acknowledges and agrees that he may owe additional continuing fiduciary or other duties to the Bank and/or Bancorp . 5. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon any corporate or other successor of Bancorp or Bank that shall acquire, directly or indirectly, by merger, consolidation, purchase or otherwise, all or substantia \ ly all of the assets or stock of the Bancorp or Bank. 6 . Notices . Each notice, demand, request, consent, report, approval or communication ("Notice") which is or may be required to be given under this Agreement by any party to any other party shall be in writing and given by telex, te!ecopy, personal delivery, receipted delivery service , or by certified mail, return receipt n ;: quested, prepaid and properly addressed to the party to be served at the addresses set forth below . Notices shall be effective on the date sent via telex or telecopy, the date delivered personally or by receipted delivery service, or thre e ( 3 ) business days after the date mailed . Each party may designate, by Notice in writing to the other party , a new address to which any Notice may thereafter be given, delivered or sent . To: EagleBank c/o Susan G. Riel 7830 Old Georgetown Road Bethesda, Maryland 20814 Fax: 301.986 . 8529 To: 1:> 0 C) C S 7. ell' ') .• • l.:"il'lt C" q Amendments. No amendments or additions to this Agreement shall be binding unless made in writing and signed by all of the parties. 8. Applicable Law. Except to the extent preempted by Federal law, the laws of the State of Maryland, without regard to its conflict of laws principles, shall govern this Agreement in all respects. 9. Severabi/ity. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. I 0, Headings. Headings contained herein are for convenience of reference only.

 
 

11. Entire Agreement, This Agreement, together with any understanding or modifications thereof as agreed to in writing by the parties, shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof . 12. 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 . [Signatures appear on next page]

 
 

IN WITNESS WHEREOF, the undersigned have set their respective hands, duly authorized, as of the date and year first above written. EAGLEBANK Title: EAGLE BANCORP, rNC. Title: DIRECTOR

 
 

Donald R. Rogers Schedule A Unvested awards of restricted stock units, restricted stock and/or options to purchase restricted stock: 8,509 .

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