Exhibit 10.7
EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
the 13th day of January, 2004 ("Commencement Date"), by and between EagleBank, a
Maryland corporation ("Eagle"), and Xxxxxx Xxxxxx-Xxxxx ("Tonat").
RECITAL
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Eagle desires to retain Tonat as Executive Vice President and Chief Lending
Officer of Eagle and Tonat 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 the date first written above.
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 "EBI" means Eagle Bancorp, Inc., a Maryland corporation.
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.
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2.1 Position. Eagle hereby employs Tonat to serve as Executive
Vice President and Chief Lending Officer of Eagle.
2.2 Term. The term of this Agreement and Tonat's employment
hereunder shall commence with the Commencement Date and continue
until December 31, 2006 (the "Term"), unless sooner terminated in
accordance with the provisions of this Agreement.
3. Duties of Tonat.
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3.1 Nature and Substance. Tonat shall report directly to and shall
be under the direction of the President and Chief Executive
Officer of Eagle. The specific powers and duties of Tonat shall be
established, determined and modified by and within the discretion
of the Board.
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3.2 Performance of Services. Tonat agrees to devote her full
business time and attention to the performance of her duties and
responsibilities under this Agreement, and shall use her best
efforts and discharge her duties to the best of her ability for
and on behalf of Eagle and toward its successful operation. Tonat
shall comply with all laws, statutes, ordinances, rules and
regulations relating to her employment and duties. During the Term
of this Agreement, Tonat 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. Tonat agrees that
while employed by Eagle she 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 Tonat's duties to Eagle, present a conflict of
interest with Eagle and/or EBI, breach Tonat's duty of loyalty or
fiduciary duties to Eagle and/or EBI, or otherwise conflict with
the provisions of this Agreement; provided, however, that Tonat
shall not be prevented from investing Tonat's assets in such form
or manner as would not require any services on the part of Tonat
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 and/or EBI. Tonat 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 Tonat the following:
4.1 Salary. Beginning on the Commencement Date, Tonat shall be
paid a salary ("Salary") of One Hundred Thirty Five Thousand
Dollars ($135,000.00) on an annualized basis. Effective January 1,
2004, Tonat's Salary shall be One Hundred Forty-Eight Thousand
Five Hundred Dollars ($148,500.00) on an annualized basis. Eagle
shall pay Tonat's Salary in equal installments in accordance with
Eagle's regular payroll periods as may be set by Eagle from time
to time. Tonat's salary shall be further increased from time to
time at the discretion of the Board. Tonat shall also be entitled
to certain incentive bonus payments as determined by the Board in
its sole discretion.
4.2 Withholding. Payments of Salary 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.
4.3 Vacation and Leave. Tonat 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.
4.4 Office Space. Eagle will provide customary office space and
office support to Tonat beginning on the Commencement Date.
4.5 Car Allowance. Eagle will pay Tonat a monthly car allowance of
Six Hundred Fifty Dollars ($650.00).
4.6 Non-Life Insurance. Eagle will provide Tonat with group
health, disability and other insurance as Eagle may determine
appropriate for all employees of Eagle.
4.7 Life Insurance.
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4.7.1 Eagle will obtain, and maintain at all times while this
Agreement is in effect, a term life insurance policy (the
"Policy") on Tonat in the amount of Six Hundred Thousand
($600,000.00), the particular product and carrier to be chosen by
Eagle in its discretion. Tonat shall have the right to designate
the beneficiary of the Policy. Eagle will pay the premium for the
Policy. In the event Tonat is rated and the premium exceeds the
standard rate, the Policy amount shall be lowered to the maximum
amount that can be purchased at the standard rate for a Six
Hundred Thousand ($600,000.00) policy. For example, if Tonat is
rated and the standard rate for a Six Hundred Thousand
($600,000.00) policy would acquire a Five Hundred Thousand
($500,000.00) policy, Eagle would only be required to purchase the
Five Hundred Thousand ($500,000.00) policy.
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4.7.2 Eagle may, at its cost, obtain and maintain "key-man" life
insurance and/or Bank-owned life insurance on Tonat in such amount
as determined by the Board from time to time. Tonat agrees to
cooperate fully and to take all actions reasonably required by
Eagle in connection with such insurance.
4.8 Expenses. Eagle shall promptly upon presentation of proper
expense reports therefor reimburse Tonat, 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 Tonat will
be provided a car allowance) and other out-of-pocket expenses
incurred by Tonat in the performance of her 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.
4.9 Retirement Plans. Tonat 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.
4.10 Other Benefits. While this Agreement is in effect, Tonat
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.
4.11 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.
4.12 Warrants. Tonat shall be issued warrants or options to
acquire shares of EBI stock from time to time at the discretion of
the Board of Directors of EBI following a recommendation by the
Board. In that regard, it is acknowledged that concurrent with the
execution of this Agreement Tonat will be granted stock options
for five thousand (5,000) shares in accordance with the EBI 1998
Stock Option Plan under a vesting schedule as determined by EBI.
Additional options may be granted during the term of this
Agreement.
5. Conditions Subsequent to Continued Operation and Effect of
Agreement.
5.1 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 Tonat in connection with or associated
with the services rendered by Tonat 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 5.1 within a reasonable period of
time after written notice thereof;
(c) any Bank Regulatory Agency action or proceeding against
Tonat as a result of her negligence, fraud, malfeasance or
misconduct;
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(d) any of the following conduct on the part of Tonat that
Tonat has not been 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 Tonat to an extent which
materially interferes with or prevents Tonat
from performing Tonat's duties under this
Agreement;
(ii) failure by or the inability of Tonat to
devote full time, attention and energy to
the performance of Tonat's duties pursuant
to this Agreement (other than by reason of
her death or disability);
(iii) intentional material failure by Tonat to
carry out the explicit lawful and reasonable
directions, instructions, policies, rules,
regulations or decisions of the Board which
are consistent with her position; or
(iv) willful or intentional misconduct on the
part of Tonat 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 Tonat's employment for Cause
immediately on written notice, with Tonat's compensation and
benefits ceasing as of Tonat's last day of employment,
provided, however, that Tonat shall be entitled to benefits
through the last day of employment and accrued compensation to
that date.
6.2.2 Without Cause. Eagle shall have the right to cancel and
terminate this Agreement and Tonat's employment at any time on
written notice without Cause for any or no reason, with
Tonat's compensation and benefits ceasing as of Tonat's last
day of employment, subject to the provisions of Section 6.4.
and Article 8.
6.3 Termination by Tonat. Tonat shall have the right to cancel and
terminate this Agreement and her employment at any time on sixty
(60) days prior written notice to the Board, with Tonat's
compensation and benefits ceasing as of Tonat's last day of
employment, provided, however, that Tonat shall be entitled to
benefits through the last day of employment and accrued
compensation to that date.
6.4 Severance. Except as set forth below, if Tonat's 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 Tonat, in the manner set forth below, Tonat's
Salary at the rate being paid as of the date of termination;
provided, however, that Tonat shall not be entitled to any such
payments of Salary if (i) her employment is terminated due to her
death or long-term disability, or (ii) this Agreement is rendered
null and void pursuant to Section 5.1, or (iii) there is a Change
in Control Termination (as defined in Section 8.2). Any Salary due
Tonat to this Section 6.4 shall be paid to Tonat in installments
on the same schedule as Tonat was paid immediately prior to the
date of termination, each installment to be the same amount Tonat
would have been paid under this Agreement if she had not been
terminated. In the event Tonat breaches any provision of Article 7
of this Agreement, Tonat's entitlement to any Salary 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.
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7.1 Confidential Information. Tonat, 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
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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. Tonat hereby covenants and agrees that Tonat
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 Tonat's
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 Tonat) or information that is
customarily shown or disclosed. Tonat further covenants and agrees
that Tonat shall not at any time, directly or indirectly, disclose
to any Person, including but not limited to any other employee of
EBI or Eagle, any of the terms of this Agreement.
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 Tonat, or otherwise provided to
or coming into the possession of Tonat, 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
Tonat's employment, Tonat 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 in writing by the Chairman
of the Board of Eagle, and Tonat 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.
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7.4.1 Tonat hereby acknowledges and agrees that, during the
course of employment by Eagle, Tonat will become familiar
with and involved in all aspects of the business and
operations of Eagle. Tonat hereby covenants and agrees that
from the Commencement Date until the earlier to occur of (a)
the date one hundred eighty (180) days after Tonat's last day
of employment with Eagle or (b) December 31, 2006, Tonat will
not at any time (except for Eagle), directly or indirectly,
in any capacity (whether as a proprietor, owner, agent,
officer, director, shareholder, partner, principal, member,
employee, contractor, consultant or otherwise) render any
services to a bank or savings and loan or a holding company
of a bank or savings and loan (in any case, a "Bank") with
respect to any Bank office, branch or other facility (in any
case, a "Branch") that is located within a thirty-five (35)
mile radius of the location of Eagle's headquarters on the
date hereof (including, without limitation, being involved in
any manner in the operations of or having any
responsibilities with respect to any Branch).
7.4.2 This Section 7.4 shall not apply if prior to December
31, 2006, there is a (i) merger or consolidation of Eagle
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 Tonat's employment hereunder
is otherwise terminated by such third party in connection
with such merger, consolidation or sale. Further, mere
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. Tonat hereby covenants and agrees that
during her employment and for a period of twelve (12) months after
Tonat's last date of employment with, Tonat will not, directly or
indirectly, for herself 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, nor will Tonat otherwise
solicit any customer or employee of Eagle on behalf of himself or
any other Person or entity.
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7.6 Injunction. In the event of any breach or threatened or
attempted breach of any such provision by Tonat, 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 Tonat and
each and every other Person concerned therein from the
continuation of such volatile 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.
7.7 Reasonableness.
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7.7.1 Tonat 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. Tonat further
agrees that the restrictions set forth in this Agreement will
not impair or unreasonably restrain Tonat's 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. Change in Control.
8.1 Definition. "Change in Control" means and shall be deemed
to have occurred if:
(a) there shall be consummated any consolidation or merger of
EBI in which EBI is not the continuing or surviving
corporation or pursuant to which shares of EBI's capital stock
are converted into cash, securities or other property other
than a consolidation or merger of EBI in which the holders of
EBI's voting stock immediately before the consolidation or
merger shall, upon consummation of the consolidation or
merger, own at least 50% of the voting stock of the surviving
corporation, or any sale of all or substantially all of the
assets of EBI;
(b) any person (within the meaning of Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) shall after the Commencement Date become
the beneficial owner (within the meaning of Rules 13d-3 and
13d-5 under the Exchange Act), directly or indirectly, of
securities of EBI representing fifty-one percent (51%) or more
of the voting power of then all outstanding securities of EBI
entitled to vote generally in the election of directors of EBI
(including, without limitation, any securities of EBI that any
such person has the right to acquire pursuant to any
agreement, or upon exercise of conversion rights, warrants or
options, or otherwise, which shall be deemed beneficially
owned by such person); or
(c) individuals who at the Commencement Date constitute the
entire Board of Directors of EBI and any new directors whose
election by the Board of Directors of EBI, or whose nomination
for election by EBI's stockholders, shall have been approved
by a vote of at least a majority of the directors then in
office who either were directors at the Commencement Date or
whose election or nomination for election shall have been so
approved, shall cease for any reason to constitute at least a
majority of the Board of Directors of EBI.
8.2 Change in Control Termination. For purposes of this
Agreement, a "Change in Control Termination" means that while
this Agreement is in effect:
(a) Tonat's employment with Eagle is terminated without Cause
within one hundred twenty (120) days immediately (i) prior to
and in conjunction with a Change in Control or (ii) following
consummation of a Change in Control; or
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(b) Tonat is notified within one hundred twenty (120) days
immediately prior to or immediately following consummation of
a Change in Control that, as a result of the Change in
Control, she will not be continued in a comparable position
(with comparable compensation and benefits) with Eagle to the
position Tonat holds at the time such notice is given if the
notice is given prior to the Change in Control or, if the
notice is given after a Change in Control, to the position
Tonat held immediately prior to the Change in Control, and
within fifteen (15) days after receiving such notification
Tonat notifies Eagle that she is terminating her employment
due to such change in her employment, with her last day of
employment to be mutually agreed to by Eagle and Tonat but
which shall be not more than sixty (60) days after such notice
is given by Tonat; or
(c) If at the expiration of the one hundred twenty (120) day
period immediately following consummation of a Change in
Control (the "Action Period") none of the events described in
Sections 8.2(a) and 8.2(b) above have occurred, Tonat, within
the thirty (30) day period immediately following the last day
of the Action Period, notifies Eagle that she is terminating
her employment due to the Change in Control, with her last day
of employment to be mutually agreed to by Eagle and Tonat but
which shall be not more than sixty (60) days after such notice
is given by Tonat.
8.3 Change in Control Payment. If there is a Change in Control
Termination, Tonat shall be paid a lump-sum cash payment (the
"Change Payment") equal to 2.99 times Tonat's Salary at the
highest rate in effect during the twelve (12) month period
immediately preceding her last day of employment, such Change
Payment to be made to Tonat within forty-five (45) days after
her last day of employment.
8.4 Adjustment.
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(a) Notwithstanding anything in this Agreement to the
contrary, if the Determining Firm (as defined in Section
8.4(b)) determines that any portion of the Change Payment
and/or the portions, if any, of other payments or
distributions in the nature of compensation by Eagle to or for
the benefit of Tonat (including, but not limited to, the value
of the acceleration in vesting of restricted stock, options or
any other stock-based compensation) whether or not paid or
payable or distributed or distributable pursuant to the terms
of this Agreement (collectively with the Change Payment, the
"Aggregate Payment"), would cause any portion of the Aggregate
Payment to be subject to the excise tax imposed by Code
Section 4999 or would be nondeductible by Eagle pursuant to
Code Section 280G (such portion subject to the excise tax or
being nondeductible, the "Parachute Payment"), the Aggregate
Payment will be reduced, beginning with the Change Payment, to
an amount which will not cause any portion of the Aggregate
Payment to constitute a Parachute Payment.
(b) All determinations required to be made under this Section
8.4, will be made by a reputable law or accounting firm (the
"Determining Firm") selected by Eagle. All fees and expenses
of the Determining Firm will be obligations solely of Eagle.
The determination of the Determining Firm will be binding upon
Eagle and Tonat.
9. Assignability. Tonat shall have no right to assign this Agreement or
any of Tonat's rights or obligations hereunder to another party or
parties.
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 to the
choice of law rules thereof.
11. Notices. All notices, requests, demands and other communications
required to be given or permitted to be given under this Agreement
shall be in writing and shall be conclusively deemed to have been given
(1) when hand delivered to the other party, or (2) when received when
by facsimile at the address a number set forth below provided however,
that notices given by facsimile shall no be effective unless either a
duplicate copy of such facsimile notice is promptly given by depositing
same in a States post office 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 sub 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
non-business day); or 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
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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: Xxxxxx Xxxxxx-Xxxxx
000 Xxxxxx Xxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
To: EagleBank
C/O Xxxxxx X. Xxxx
0000 Xxxxxxxx Xxx.
Xxxxxxxx, XX 00000
cc: Xxxx X. Xxxxxx, Esquire
Shulman, Rogers, Gandal, Pordy & Xxxxx, P.A.
00000 Xxxxxxxxx Xxxx, Xxxxx Xxxxx
Xxxxxxxxx, XX 00000
12. Entire Agreement. This Agreement contains all of the agreements and
understandings between the parties hereto with respect to the
employment of Tonat 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 Tonat
and her heirs, executors, administrators, and personal and legal
representatives.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
EAGLEBANK
By:
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Title:
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/s/ XXXXXX XXXXXX-XXXXX
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Xxxxxx Xxxxxx-Xxxxx
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Date
9
