Exhibit 10.3
EMPLOYMENT AGREEMENT
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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 Xxxxxx X. Xxxxxx ("Xxxxxx").
RECITAL
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Eagle desires to hire Xxxxxx as the Executive Vice President and Chief
Operating Executive Officer of Eagle, and Xxxxxx 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 "Person" means any individual, firm, association,
partnership, corporation, limited liability company, group, governmental agency
or other authority, or other organization or entity.
1.6 "President" means the President of Eagle.
2. Employment; Term.
2.1 Position. Eagle hereby employs Xxxxxx to serve as the
Executive Vice President and Chief Operating Officer of Eagle. Xxxxxx 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 Xxxxxx'x employment
hereunder shall commence with the Commencement Date and continue for a period of
three (3) years ending on October 20, 2000 (the "Term"), unless sooner
terminated in accordance with the provisions of this Agreement.
3. Duties of Xxxxxx.
3.1 Nature and Substance. Xxxxxx shall report directly to the
President and shall be under the direction of the President. The specific powers
and duties of Xxxxxx 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 Executive Vice President
and Chief Operating Officer as may be enumerated in the Bylaws; and
(k) such other duties and responsibilities as are
normally incident to the position of Executive Vice President and Chief
Operating 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. Xxxxxx 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. Xxxxxx shall comply with all laws, statutes,
ordinances, rules and regulations relating to his employment and duties. During
the Term of this Agreement, Xxxxxx 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.
Xxxxxx 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 Xxxxxx'x duties to Eagle,
present a conflict of interest with Eagle, breach Xxxxxx'x duty of loyalty or
fiduciary duties to Eagle, or otherwise conflict with the provisions of this
Agreement; provided, however, that Xxxxxx shall not be prevented from investing
Xxxxxx'x assets in such form or manner as would not require any services on the
part of Xxxxxx 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. Xxxxxx 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 Xxxxxx the following:
4.1 Salary. Beginning on the Commencement Date, Xxxxxx shall
be paid a salary ("Salary") of One Hundred Twenty Thousand Dollars ($120,000.00)
on an annualized basis. Upon the opening of Eagle's first location, Xxxxxx'x
Salary shall be increased to One Hundred Thirty Thousand Dollars ($130,000) on
an annualized basis. Eagle shall pay Xxxxxx'x Salary in equal installments in
accordance with Eagle's regular payroll periods as may be set by Eagle from time
to time. Xxxxxx'x Salary shall be further increased from time to time at the
discretion of the Board.
4.2 Bonus. During the Term, Xxxxxx shall be paid a bonus ("COO
Bonus") totaling Thirty Thousand 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 Xxxxxx'x option the COO 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 COO 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 COO 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 COO 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. Xxxxxx 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 Xxxxxx beginning on the Commencement Date.
4.6 Car Allowance. Eagle will pay Xxxxxx a monthly car
allowance of Five Hundred Dollars ($500.00).
4.7 Non-Life Insurance. Eagle will provide Xxxxxx 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 Xxxxxx in the amount of Six Hundred Thousand Dollars ($600,000.00), the
particular product and carrier to be chosen by Eagle in its discretion. Xxxxxx
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 Xxxxxx 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 Dollar ($600,000.00) policy. For example, if Xxxxxx is rated and the
standard rate for a Six Hundred Thousand Dollar ($600,000.00) policy would
acquire a Five Hundred Thousand Dollar ($500,000.00) policy, Eagle would only be
required to purchase the Five Hundred Thousand Dollar ($500,000.00) policy.
4.8.2 Eagle may, at its cost, obtain and maintain
"key-man" life insurance on Xxxxxx in such amount as determined by the Board
from time to time. Xxxxxx 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 Xxxxxx, 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 Xxxxxx is being provided the car allowance) and other
out-of-pocket expenses incurred by Xxxxxx 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. Xxxxxx 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. Xxxxxx shall be issued warrants to acquire six
thousand (6,000) 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, Xxxxxx
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 Xxxxxx, 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
Xxxxxx for the position of Executive Vice President and Chief Operating 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 Xxxxxx in connection with or associated
with the services rendered by Xxxxxx 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 Xxxxxx 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 Xxxxxx; or
(e) any of the following conduct on the part of
Xxxxxx that Xxxxxx 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 Xxxxxx to an extent which materially interferes with or prevents
Xxxxxx from performing Xxxxxx'x duties under this Agreement;
(ii) failure by or the inability of Xxxxxx
to devote full time, attention and energy to the performance of Xxxxxx'x duties
pursuant to this Agreement (other than by reason of his death or disability);
(iii) intentional material failure by
Xxxxxx to carry out the explicit lawful and reasonable directions, instructions,
policies, rules, regulations or decisions of the Board or the President which
are consistent with his position as Executive Vice President and Chief Executive
Officer; or
(iv) willful or intentional misconduct on
the part of Xxxxxx 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 Xxxxxx'x employment for Cause immediately on
written notice. If Xxxxxx is terminated for Cause, all rights to compensation
and benefits shall cease as of the date of termination, provided, however, that
Xxxxxx shall be entitled to accrued compensation and benefits through the date
of termination.
6.2.2 Without Cause. Eagle shall have the right to
cancel and terminate this Agreement and Xxxxxx'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 Xxxxxx. Xxxxxx 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 Xxxxxx'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 Xxxxxx,
in the manner set forth below, Xxxxxx'x Salary at the rate being paid as of the
date of termination plus the unpaid portion of the COO Bonus; provided, however,
that Xxxxxx shall not be entitled to any such payments of Salary and COO 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 COO
Bonus due Xxxxxx pursuant to this Section 6.4 shall be paid to Xxxxxx in
installments on the same schedule as Xxxxxx was paid immediately prior to the
date of termination, each installment to be the same amount Xxxxxx would have
been paid under this Agreement if he had not been terminated. In the event
Xxxxxx breaches any provision of Article 7 of this Agreement, Xxxxxx'x
entitlement to any Salary or COO 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. Xxxxxx, during employment by
Eagle, will have access to and become familiar with various trade secrets and
other 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; marketing and business strategies and techniques;
contracts; mailing lists; purchasing information; internal structure; customer
data (including lists, names and requirements); feasibility studies; vendor data
(including names, lists, and contract terms); operating methods and procedures;
personnel related information (including compensation, compensation plans, and
staffing plans); internal working documents and communications; and all other
materials and information 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. Xxxxxx hereby covenants and agrees that
Xxxxxx 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 Xxxxxx' 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 Xxxxxx).
7.3 Documents. All files, papers, records, documents,
compilations, summaries, lists, reports, notes, data, databases, tapes,
sketches, drawings, memoranda, and similar items (collectively, "Documents"), in
any form (including, without limitation, in hard copy, computerized, digital or
other format and whether an original, duplicate, copy, recompilation, abstract
or other version) and whether prepared by Xxxxxx, or otherwise provided to or
coming into the possession of Xxxxxx, that contain any 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
Xxxxxx' employment, Xxxxxx 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 Xxxxxx shall not retain in any form (whether tangible or
intangible) any such Document or any summary, compilation, synopsis or abstract
of any Document or Eagle Information.
7.4 Non-Competition.
7.4.1 Xxxxxx hereby acknowledges and agrees that,
during the course of his employment by Eagle, Xxxxxx
will become familiar with and involved in all aspects of the business and
operations of Eagle. Xxxxxx hereby covenants and agrees that during the one (1)
year period immediately following any termination or cessation of such
employment Xxxxxx 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 Xxxxxx 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, Xxxxxx 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 Xxxxxx'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 7.4.
7.5 Non-Interference. Xxxxxx hereby covenants and agrees that,
at no time during the period of Xxxxxx'x employment by Eagle and for a period of
one (1) year immediately following any termination of such employment, Xxxxxx
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 Xxxxxx, 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 Xxxxxx
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, Xxxxxx shall not plead in defense thereto that there
would be an adequate remedy at law.
7.7 Reasonableness.
7.7.1 Xxxxxx 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. Xxxxxx further agrees
that the restrictions set forth in this Agreement will not impair or
unreasonably restrain Xxxxxx'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. Xxxxxx shall have no right to assign this
Agreement or any of Xxxxxx'x rights or obligations hereunder to another party or
parties. Xxxxxx acknowledges and agrees that Eagle may assign this Agreement and
its rights and obligations hereunder without the consent of Xxxxxx 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 Xxxxxx 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: Xxxxxx X. Xxxxxx
00000 Xxxxx Xxxx
Xxxxxx Xxxxxx, Xxxxxxxx 00000
Fax:
To: Eagle Bancorp, Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Fax:
12. Entire Agreement. This Agreement contains all of the agreements and
understandings between the parties hereto with respect to the employment of
Xxxxxx 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 Xxxxxx 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:
XXXXXX:
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Xxxxxx X. Xxxxxx
