Exhibit 10-2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
the ____ day of _____________, 1998, by and between Eagle Bancorp, Inc., a
Maryland corporation, or its assigns ("Eagle") and X.X. Xxxx ("Xxxx").
RECITAL
Eagle desires to hire Xxxx as the President and Chief Executive Officer
of Eagle, and Xxxx desires to accept such employment, all upon the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the recital, the mutual covenants
and agreements herein contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties to this
Agreement, intending to be legally bound, agree as follows:
1. Certain Definitions. As used in this Agreement, the following terms have
the meanings set forth below:
1.1 "Commencement Date " means October 21, 1997.
1.2 "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 Eagle or any
transaction contemplated, undertaken or proposed to be undertaken by Eagle,
including, but not necessarily be limited to:
(a) the Federal Deposit Insurance Corporation or any
other federal or state depository insurance organization or fund;
(b) the Federal Reserve System, the Comptroller of
the Currency, the Maryland Division of Financial Institutions, or any other
federal or state bank regulatory or commissioner's office;
(c) any Person established, organized, owned (in
whole or in part) or controlled by any of the foregoing; and
(d) any predecessor, successor or assignee of any of
the foregoing.
1.3 "Board" means the Board of Directors of Eagle.
1.4 "Bylaws" means the Bylaws of Eagle as in effect from time
to time.
1.5 "Chairman" means the Chairman of the Board.
1.6 "Person" means any individual, firm, association,
partnership, corporation, limited liability company, group, governmental agency
or other authority, or other organization or entity.
2. Employment; Term.
2.1 Position. Eagle hereby employs Xxxx to serve as the
President and Chief Executive Officer of Eagle. Xxxx shall also be a member of
Eagle's Board, subject to election by the shareholders of Eagle in accordance
with the Bylaws.
2.2 Term. The term of this Agreement and Xxxx'x employment
hereunder shall commence with the Commencement Date and continue until December
31, 2000 (the "Term"), unless sooner terminated in accordance with the
provisions of this Agreement.
3. Duties of Xxxx.
3.1 Nature and Substance. Xxxx shall report directly to the
Chairman and shall be under the direction of the Chairman. The specific powers
and duties of Xxxx shall be established, determined and modified by and within
the discretion of the Board, including (but not necessarily be limited to):
(a) the coordination and leadership of the efforts of
Eagle to achieve and maintain any and all necessary and/or appropriate Bank
Regulatory Agency approvals and permissions prerequisite to its successful
continued operation, including coordination of the professional services of
counsel, accountants and bank consultants;
(b) the preparation and presentation to the Board of
budgets and adherence of Eagle to those approved by the Board;
(c) the provision of such reports, updates and other
data and information as may be reasonably required by Eagle and Bank Regulatory
Agencies;
(d) subject to guidelines and/or criteria established
by Eagle, the hiring, promotion, supervision, retention and discharge of all
employees, except for executive officers of Eagle at or above the level of
Executive Vice President;
(e) the formulation and implementation of employee
personnel policies and benefits, subject to approval by the Board; (f) the
promotion of the reputation and business of Eagle within the community;
(g) the advancement of the business purposes of
Eagle, including, but not limited to, business development and customer,
depositor and public relations;
(h) participation in and service upon such committees
and subcommittees as may be directed by the Board, without additional
compensation to that set forth hereinbelow;
(i) supervision of the maintenance of the books and
accounts and the supervision and maintenance of accounts payable and expenses of
Eagle and the reporting of the status thereof at each scheduled or called
meeting of the Board or any committee thereof; provided, however, that all
expenditures on behalf of Eagle shall be approved in accordance with the terms
and conditions of procedures established by the Board;
(j) such other duties of the President and Chief
Executive Officer as may be enumerated in the Bylaws; and
(k) such other duties and responsibilities as are
normally incident to the position of President and Chief Executive Officer of a
banking institution, including assisting, directing and/or supervising the
operations and other employees of Eagle upon such terms, conditions, rules,
policies and regulations as may be established by the Board from time to time.
3.2 Performance of Services. Xxxx agrees to devote his full
business time and attention to the performance of his duties and
responsibilities under this Agreement, and shall use his best efforts and
discharge his duties to the best of his ability for and on behalf of Eagle and
toward its successful operation. Xxxx shall comply with all laws, statutes,
ordinances, rules and regulations relating to his employment and duties. During
the Term of this Agreement, Xxxx shall not at any time or place directly or
indirectly engage or agree to engage in any business or practice related to the
banking business with or for any other Person to any extent whatsoever, other
than to the extent required by the terms and conditions of this Agreement. Xxxx
agrees that while employed by Eagle he will not, without the prior written
consent of the Board, engage, or obtain a financial or ownership interest, in
any other business, employment, consulting or similar arrangement, or other
undertaking (an "Outside Arrangement") if such Outside Arrangement would
interfere with the satisfactory performance of Xxxx'x duties to Eagle, present a
conflict of interest with Eagle, breach Xxxx'x duty of loyalty or fiduciary
duties to Eagle, or otherwise conflict with the provisions of this Agreement;
provided, however, that Xxxx shall not be prevented from investing Xxxx'x assets
in such form or manner as would not require any services on the part of Xxxx in
the operation or the affairs of the entities in which such investments are made
and provided such investments do not present a conflict of interest with Eagle.
Xxxx shall promptly notify the Board of any Outside Arrangement and provide
Eagle with any written agreement in connection therewith.
4. Compensation; Benefits. As full compensation for all services
rendered pursuant to this Agreement and the covenants contained herein, Eagle
shall pay to Xxxx the following:
4.1 Salary. Beginning on the Commencement Date, Xxxx shall be
paid a salary ("Salary") of One Hundred Thirty-nine Thousand Dollars
($139,000.00) on an annualized basis. Upon the opening of Eagle's first
location, Xxxx'x Salary shall be increased to One Hundred Sixty Thousand Dollars
($160,000) on an annualized basis. Eagle shall pay Xxxx'x Salary in equal
installments in accordance with Eagle's regular payroll periods as may be set by
Eagle from time to time. Xxxx'x Salary shall be further increased from time to
time at the discretion of the Board.
4.2 Bonus. During the Term, Xxxx shall be paid a bonus ("CEO
Bonus") totaling Thirty Thousand and No/100 Dollars ($30,000.00), payable in
equal monthly installments commencing with the opening of Eagle's first location
and continuing until the end of the Term (e.g., the payments shall be amortized
over the number of months from the opening of the first location through the end
of the Term). At Xxxx'x option the CEO Bonus may be paid in annual installments
of Ten Thousand ($10,000.00) each beginning January 2, 1999, provided this cost
can be amortized over a calendar period. If at the end of the Term there is any
unpaid portion of the CEO Bonus, the unpaid portion shall be paid in full within
thirty (30) days after the expiration of the Term unless otherwise agreed by the
parties. If Eagle is sold or otherwise acquired and this Agreement does not
continue with the successor, any unpaid portion of the CEO Bonus shall be paid
in full within thirty (30) days after the date of termination of this Agreement.
4.3 Withholding. Payments of Salary and CEO Bonus shall be
subject to the customary withholding of income and other employment taxes as is
required with respect to compensation paid by an employer to an employee.
4.4 Vacation and Leave. Xxxx shall be entitled to such
vacation and leave as may be provided for under the current and future leave and
vacation policies of Eagle for executive officers.
4.5 Office Space. Eagle will provide customary office space
and office support to Xxxx beginning on the Commencement Date.
4.6 Car Allowance. Eagle will pay Xxxx a monthly car allowance
of Six Hundred Dollars ($600.00).
4.7 Non-Life Insurance. Eagle will provide Xxxx with group
health, disability and other insurance as Eagle may determine appropriate and
arranges for all employees of Eagle.
4.8 Life Insurance.
4.8.1 Eagle will obtain, and maintain at all
times while this Agreement is in effect, a term life insurance policy (the
"Policy") on Xxxx in the amount of Seven Hundred Fifty Thousand Dollars
($750,000.00), the particular product and carrier to be chosen by Eagle in its
discretion. Xxxx shall have the right to designate the beneficiary of the
Policy. Eagle will pay the premium for the Policy at the standard rate. In the
event Xxxx is rated and the premium exceeds the standard rate, Xxxx shall be
responsible for paying the excess, which shall be deducted from Xxxx'x Salary.
4.8.2 Eagle may, at its cost, obtain and
maintain "key-man" life insurance on Xxxx in such amount as determined by the
Board from time to time. Xxxx agrees to cooperate fully and to take all actions
reasonably required by Eagle in connection with such insurance.
4.9 Expenses. Eagle shall promptly upon presentation of proper
expense reports therefor reimburse Xxxx, in accordance with the policies and
procedures established from time to time by Eagle for its senior executive
officers, for all reasonable and customary travel (other than local use of an
automobile for which Xxxx is being provided the car allowance) and other
out-of-pocket expenses incurred by Xxxx in the performance of his duties and
responsibilities under this Agreement and promoting the business of Eagle,
including appropriate membership fees, dues and the cost of attending meetings
and conventions.
4.10 Retirement Plans. Xxxx shall be entitled to participate
in any and all qualified pension or other retirement plans of Eagle which may be
applicable to executive personnel of Eagle.
4.11 Warrants. Xxxx shall be issued warrants to acquire seven
thousand five hundred (7,500) shares of Eagle Bancorp, Inc. common stock. Such
warrants shall be (a) exercisable on or after an initial public offering of said
stock at an exercise price equal to the price to the public in the initial
public offering and (b) subject to such terms and conditions as may be required
by the underwriter of such offering and as may reasonably be imposed by Eagle
with respect to securities of this nature.
4.12 Other Benefits. While this Agreement is in effect, Xxxx
shall be entitled to all other benefits that Eagle provides from time to time to
its senior executive officers, including, but not limited to, any stock option
plan and other incentive plans.
4.13 Eligibility. Participation in any health, life, accident,
disability, medical expense or similar insurance plan or any qualified pension
or other retirement plan shall be subject to the terms and conditions contained
in such plan. All matters of eligibility for benefits under any insurance plans
shall be determined in accordance with the provisions of the applicable
insurance policy issued by the applicable insurance company. Eagle shall not be
liable to Xxxx, his family, heirs, executors, beneficiaries, personal or legal
representatives or other successors for any payment payable or claimed to be
payable under any insurance plan.
5. Conditions Subsequent to Continued Operation and Effect of
Agreement.
5.1 Approval by Eagle by Bank Regulatory Agencies. This
Agreement shall be null and void and of no force or effect if:
(a) any Bank Regulatory Agency does not approve the
charter of Eagle or otherwise fails to allow Eagle to commence operations within
a reasonable period of time;
(b) any Bank Regulatory Agency fails to approve Xxxx
for the position of President and Chief Executive Officer of Eagle; or
(c) Eagle fails to raise or otherwise secure a
minimum of Eight Million Dollars ($8,000,000.00) in initial capital.
5.2 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 Eagle'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 Eagle. Should any term or condition of this Agreement, upon review by any
Bank Regulatory Agency, be found to violate or not be in compliance with any
then-applicable statute or any rule, regulation, order or understanding
promulgated by any Bank Regulatory Agency, or should any term or condition
required to be included herein by any such Bank Regulatory Agency be absent,
this Agreement may be rescinded and terminated by Eagle 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.
6. Termination of Agreement. This Agreement may be terminated prior to
expiration of the Term as provided below.
6.1 Definition of Cause. For purposes of this Agreement,
"Cause" means:
(a) any act of theft, fraud, intentional
misrepresentation or similar conduct by Xxxx in connection with or associated
with the services rendered by Xxxx to Eagle under this Agreement;
(b) any failure of this Agreement to comply with any
Bank Regulatory Agency requirement which is not cured in accordance with Section
5.2 within a reasonable period of time after written notice thereof;
(c) any Bank Regulatory Agency action or proceeding
against Xxxx as a result of his negligence, fraud, malfeasance or misconduct;
(d) material failure of Eagle to achieve budget
requirements, performance standards or targets established annually by the
Board, where such failure is not the result of economic conditions or lack of
appropriate effort and/or due diligence by Xxxx; or
(e) any of the following conduct on the part of Xxxx
that Xxxx has not corrected or cured within thirty (30) days after having
received written notice from Eagle detailing and describing such conduct:
(i) the use of drugs, alcohol or other
substances by Xxxx to an extent which materially interferes with or prevents
Xxxx from performing Xxxx'x duties under this Agreement;
(ii) failure by or the inability of Xxxx to
devote full time, attention and energy to the performance of Xxxx'x duties
pursuant to this Agreement (other than by reason of his death or disability);
(iii) intentional material failure by Xxxx
to carry out the explicit lawful and reasonable directions, instructions,
policies, rules, regulations or decisions of the Board which are consistent with
his position as President and Chief Executive Officer; or
(iv) willful or intentional misconduct on
the part of Xxxx that results in substantial injury to Eagle or any of its
parent, subsidiaries or affiliates.
6.2 Termination by Eagle.
6.2.1 For Cause. Eagle shall have the right to cancel
and terminate this Agreement and Xxxx'x employment for Cause immediately on
written notice. If Xxxx is terminated for Cause, all rights to compensation and
benefits shall cease as of the date of termination, provided, however, that Xxxx
shall be entitled to benefits through the date of termination and accrued
compensation or CEO Bonus.
6.2.2 Without Cause. Eagle shall have the right to
cancel and terminate this Agreement and Xxxx'x employment at any time on written
notice without Cause for any or no reason, subject to the provisions of Section
6.4.
6.3 Termination by Xxxx. Xxxx shall have the right to cancel
and terminate this Agreement and his employment at any time on sixty (60) days
prior written notice to the Board.
6.4 Severance. Except as set forth below, if Xxxx'x employment
with Eagle is terminated by Eagle or its successors during the Term without
Cause, Eagle shall, for the balance of the Term, continue to pay Xxxx, in the
manner set forth below, Xxxx'x Salary at the rate being paid as of the date of
termination plus the unpaid portion of the CEO Bonus; provided, however, that
Xxxx shall not be entitled to any such payments of Salary and CEO Bonus if his
employment is terminated due to his death or long-term disability or this
Agreement is rendered null and void pursuant to Section 5.1. Any Salary and CEO
Bonus due Xxxx pursuant to this Section 6.4 shall be paid to Xxxx in
installments on the same schedule as Xxxx was paid immediately prior to the date
of termination, each installment to be the same amount Xxxx would have been paid
under this Agreement if he had not been terminated. In the event Xxxx breaches
any provision of Article 7 of this Agreement, Xxxx'x entitlement to any Salary
or CEO Bonus payable pursuant to this Section 6.4, if and to the extent not yet
paid, shall thereupon immediately cease and terminate.
7. Confidentiality; Non-Competition; Non-Interference.
7.1 Confidential Information. Xxxx, during employment by
Eagle, will have access to and become familiar with various confidential and
proprietary information of Eagle, its parent, subsidiaries and/or affiliates
and/or relating to the business of Eagle, its parent, subsidiaries and/or
affiliates ("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 Eagle, its parent, subsidiaries and/or
affiliates which is made available only to employees with a need to know or
which is not generally made available to the public. Failure to xxxx 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.
7.2 Nondisclosure. Xxxx hereby covenants and agrees that Xxxx
shall not at any time, directly or indirectly, disclose, divulge, reveal,
report, publish, or transfer any Confidential Information to any Person, or use
Confidential Information in any way or for any purpose, except as required in
the course of Xxxx' employment by Eagle. The covenant set forth in this Section
7.2 shall not apply to information now known by the public or which becomes
known generally to the public (other than as a result of a breach of this
Article 7 by Xxxx) or information that is customarily shown or disclosed.
7.3 Documents. All files, papers, records, documents,
compilations, summaries, lists, reports, notes, databases, tapes, sketches,
drawings, memoranda, and similar items (collectively, "Documents"), whether
prepared by Xxxx, or otherwise provided to or coming into the possession of
Xxxx, that contain any proprietary information about or pertaining or relating
to Eagle, its parent, subsidiaries and/or affiliates and/or their businesses
("Eagle Information") shall at all times remain their exclusive property.
Promptly after a request by Eagle or the termination of Xxxx' employment, Xxxx
shall take reasonable efforts to (i) return to Eagle all Documents in any
tangible form (whether originals, copies or reproductions) and all computer
disks containing or embodying any Document or Eagle Information and (ii) purge
and destroy all Documents and Eagle Information in any intangible form
(including computerized, digital or other electronic format) as may be requested
by Eagle, and Xxxx shall not retain in any tangible form any such Document or
any summary, compilation, synopsis or abstract of any Document or Eagle
Information.
7.4 Non-Competition.
7.4.1 Xxxx hereby acknowledges and agrees that,
during the course of employment by Eagle, Xxxx will become familiar with and
involved in all aspects of the business and operations of Eagle. Xxxx hereby
covenants and agrees that during the Term of this Agreement Xxxx will not at any
time, directly or indirectly, in any capacity (whether as a proprietor, owner,
agent, officer, director, shareholder, partner, principal, member, employee,
contractor, consultant or otherwise) own, be employed by, render services to, or
otherwise be involved or engaged in any manner in the operation of, a bank or
savings and loan or a holding company of a bank or savings and loan that has an
office or branch location within a fifty (50) mile radius of the location of
Eagle's headquarters on the date of termination or cessation of employment.
7.4.2 This Section 7.4 shall not apply if (a) Eagle
does not give Xxxx one hundred twenty (120) days written notice prior to the end
of the Term that it intends to seek an extension or renewal of this Agreement
beyond the Term and, if such notice is given, Xxxx gives Eagle written notice
ninety (90) days prior to the end of the Term that he does not intend to
continue employment beyond the Term, or (b) there is a (i) merger or
consolidation with a third party in which Eagle is not the survivor, (ii) sale
of a controlling interest in Eagle to a third party or (iii) a sale of all or
substantially all of the business or assets of Eagle to a third party, and this
Agreement is not assigned to such third party or Xxxx'x employment hereunder is
otherwise terminated by such third party in connection with such merger,
consolidation or sale. Further, Ownership of less than two percent (2%) of the
securities of any publicly held corporation shall not constitute a violation of
this Section.
7.5 Non-Interference. Xxxx hereby covenants and agrees that
during the Term of this Agreement Xxxx will not, directly or indirectly, for
himself or any other Person (whether as a proprietor, owner, agent, officer,
director, shareholder, partner, principal, member, employee, contractor,
consultant or any other capacity), induce or attempt to induce any customers,
suppliers, officers, employees, contractors, consultants, agents or
representatives of, or any other person that has a business relationship with,
Eagle or any of its parent, subsidiaries and affiliates to discontinue,
terminate or reduce the extent of their relationship with Eagle and/or any such
parent, subsidiary or affiliate or to take any action that would disrupt or
otherwise be disadvantageous to any such relationship.
7.6 Injunction. In the event of any breach or threatened or
attempted breach of any such provision by Xxxx, Eagle 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 Xxxx 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. Further, Xxxx shall not plead in defense thereto that there
would be an adequate remedy at law.
7.7 Reasonableness.
7.7.1 Xxxx has carefully read and considered the
provisions of this Article 7 and, having done so, agrees that the restrictions
and agreements set forth in this Article 7 are fair and reasonable and are
reasonably required for the protection of the interests of Eagle and its
business, shareholders, directors, officers and employees. Xxxx further agrees
that the restrictions set forth in this Agreement will not impair or
unreasonably restrain Xxxx'x ability to earn a livelihood.
7.7.2 If any court of competent jurisdiction should
determine that the duration, geographical area or scope of any provision or
restriction set forth in this Article 7 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.
8. Survival. Section 6.4 and Article 7 of this Agreement expressly
survive any termination of this Agreement.
9. Assignability. Xxxx shall have no right to assign this Agreement or
any of Xxxx'x rights or obligations hereunder to another party or parties. Xxxx
acknowledges and agrees that Eagle may assign this Agreement and its rights and
obligations hereunder without the consent of Xxxx to EagleBank, a Maryland
corporation, the entity established and controlled by Eagle to serve as the bank
operating entity for the bank proposed to be established by Eagle (the
"Operating Entity"). At such time as this Agreement is assigned to the Operating
Entity the term "Eagle," for all purposes of this Agreement, shall mean and
refer only to the Operating Entity, and Xxxx acknowledges and agrees that, upon
such assignment, Eagle Bancorp, Inc. shall be relieved of any further duties and
obligations under this Agreement.
10. Governing Law. 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.
11. Notices. All notices, requests, demands and other communications
required or permitted to be given under this Agreement shall be in writing and
shall be conclusively deemed to have been duly given (1) when hand delivered to
the other party, or (2) when received when sent by facsimile at the address and
number set forth below (provided, however, that notices given by facsimile shall
not be effective unless either (a) a duplicate copy of such facsimile notice is
promptly given by depositing same in a United States post office with
first-class postage prepaid and addressed to the parties as set forth below, or
the receiving party delivers a written confirmation of receipt for such notice
either by facsimile or any other method permitted under this subparagraph,
additionally, any notice given by facsimile shall be deemed received on the next
business day if such notice is received after 5:00 p.m. (recipient's time) or on
a nonbusiness day); or (3) three (3) business days after the same have been
deposited in a United States post office with first-class certified mail, return
receipt, postage prepaid and addressed to the parties as set forth below; or (4)
the next business day after same have been 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 parties as set forth below with next-business-day delivery
guaranteed, provided that the sending party received a confirmation of delivery
from the delivery service provider. 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: X.X. Xxxx
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Fax:
To: Eagle
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Fax:
12. Entire Agreement. This Agreement contains all of the agreements and
understandings between the parties hereto with respect to the employment of Xxxx
by Eagle, 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.
13. 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.
14. Severability. Should any part of this Agreement for any reason be
declared or held illegal, invalid or unenforceable, such determination shall not
affect the legality, validity or enforceability of any remaining portion or
provision of this Agreement, which remaining portions and provisions shall
remain in force and effect as if this Agreement has been executed with the
illegal, invalid or unenforceable portion thereof eliminated.
15. Amendment; Waiver. Neither this Agreement nor any provision hereof
may be amended, modified, changed, waived, discharged or terminated except by an
instrument in writing signed by the party against which enforcement of the
amendment, modification, change, waiver, discharge or termination is sought. The
failure of either party at any time or times to require performance of any
provision hereof shall not in any manner affect the right at a later time to
enforce the same. No waiver by either party of the breach of any term, provision
or covenant contained in this Agreement, whether by conduct or otherwise, in any
one or more instances, shall be deemed to be, or construed as, a further or
continuing waiver of any such breach, or a waiver of the breach of any other
term, provision or covenant contained in this Agreement.
16. Gender and Tense. 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.
17. Binding Effect. This Agreement is and shall be binding upon, and
inures to the benefit of, Eagle, its successors and assigns, and Xxxx and his
heirs, executors, administrators, and personal and legal representatives.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
EAGLE:
Eagle Bancorp, Inc. or assigns
By:
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Title:
XXXX:
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X.X. Xxxx
