AMENDED AND RESTATED CHAIRMAN COMPENSATION AGREEMENT

Exhibit 10.3

THIS AMENDED AND RESTATED CHAIRMAN COMPENSATION AGREEMENT (“Agreement”) is made and entered into as of December 18, 2023 (the “Effective Date”), by and among Eagle Bancorp, Inc., a Maryland corporation (“Bancorp”), EagleBank, a Maryland chartered commercial bank and the wholly owned subsidiary of Bancorp (the “Bank”), and Xxxxxx X. Xxxxx (“Xx. Xxxxx”).

WHEREAS, Xx. Xxxxx serves as Executive Chairman of the Board of Directors of Bancorp and the Bank and is a party to an amended and restated chairman compensation agreement with Bancorp and Bank dated as of December 31, 2019 (the “Prior Agreement”); and

WHEREAS, Xx. Xxxxx’x service as Executive Chairman of the Board of Directors of Bancorp and the Bank involves a substantial time commitment; and

WHEREAS, Bancorp and the Bank desire to continue Xx. Xxxxx’x service as Executive Chairman of the Board of Directors of both entities; and

WHEREAS, Xx. Xxxxx desires to continue to serve in such capacities, in accordance with the terms and conditions of this Agreement; and

WHEREAS, this Agreement shall supersede and replace the Prior Agreement as of the Effective Date.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE 1

SERVICE AS EXECUTIVE CHAIRMAN

1.1. Position. Xx. Xxxxx hereby agrees to continue to serve as Executive Chairman of the Bancorp Board and Bank Board. Notwithstanding anything to the contrary contained herein, Xx. Xxxxx’x service as Executive Chairman of each Board of Directors shall be subject to: (i) his election or reelection, as the case may be, as a director by the shareholders of each entity or his appointment as a director by each Board of Directors; and (ii) his election or reelection, as the case may be, as Executive Chairman by the Bancorp Board and Bank Board. Nothing contained herein shall constitute any agreement, understanding or commitment of Bancorp or the Bank to nominate, appoint, elect or reelect Xx. Xxxxx, or cause Xx. Xxxxx to be nominated, appointed, elected or reelected to the Bancorp Board or Bank Board, or for Xx. Xxxxx to be elected or reelected as Chairman by the Bancorp Board or Bank Board.

1.2. Activities. Xx. Xxxxx and the Bank expressly acknowledge that (i) Xx. Xxxxx’x services hereunder shall be solely in his capacity as a member of the Bancorp Board and Bank Board and any committees thereof, and not as an officer or employee, and that he shall

have no management, supervisory or other authority, position, status or power as an officer or employee of Bancorp or Bank; (ii) no employment, partnership or joint venture relationship is created by this Agreement; and (iii) as an independent contractor hereunder, Xx. Xxxxx shall be responsible for the time and manner in which his services are performed.

ARTICLE 2

CERTAIN DEFINITIONS

As used in this Agreement, the following terms have the meanings set forth below:

2.1. “Affiliate” means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by or under common control with such Person, (ii) any Person owning or controlling fifty percent (50%) or more of the outstanding voting interests of such Person, (iii) any officer, director, general partner, managing member, or trustee of, or Person serving in a similar capacity with respect to, such Person, or (iv) any Person who is an officer, director, general partner, member, trustee, or holder of fifty percent (50%) or more of the voting interests of any Person described in clauses (i), (ii), or (iii) of this sentence. For purposes of this definition, the terms “controlling,” “controlled by,” or “under common control with” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

2.2. “Bancorp” is defined in introductory paragraph of this Agreement. If Bancorp is merged into any other Entity, or transfers substantially all of its business operations or assets to another Entity, the term “Bancorp” shall be deemed to include such successor Entity for purposes of applying Article 7 of this Agreement.

2.3. “Bank” is defined in introductory paragraph of this Agreement. If the Bank is merged into any other Entity, or transfers substantially all of its business operations or assets to another Entity, the term “Bank” shall be deemed to include such successor Entity for purposes of applying Article 7 of this Agreement.

2.4. “Bancorp Board” means the Board of Directors of Bancorp.

2.5. “Bank Board” means the Board of Directors of the Bank.

2.6. “Bank Entity” or “Bank Entities” means and includes any of the Bank, Bancorp and their Affiliates.

2.7. “Change in Control” means and shall be deemed to have occurred if:

(a) there shall be consummated (i) any consolidation, merger, share exchange, or similar transaction relating to Bancorp, or pursuant to which shares of Bancorp’s capital stock are converted into cash, securities of another entity and/or other property, other than a transaction in which the holders of Bancorp’s voting stock immediately before such transaction shall, upon consummation of such transaction, own at least fifty percent (50%) of the voting

power of the surviving entity, or (ii) any sale of all or substantially all of the assets of Bancorp, other than a transfer of assets to a related Person which is not treated as a change in control event under §1.409A-3(i)(5)(vii)(B) of the U.S. Treasury Regulations;

(b) any person, entity or group (each within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) shall become the beneficial owner (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of securities of Bancorp representing more than fifty percent (50%) of the voting power of all outstanding securities of Bancorp entitled to vote generally in the election of directors of Bancorp (including, without limitation, any securities of Bancorp 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) over a twelve (12) month period, a majority of the members of the Board of Directors of Bancorp are replaced by directors whose appointment or election was not endorsed by a majority of the members of the Board of Directors of Bancorp in office prior to such appointment or election.

(d) Notwithstanding the foregoing, if the event purportedly constituting a Change in Control under Section 2.7(a), Section 2.7(b), or Section 2.7(c) does not also constitute a “change in ownership” of Bancorp, a “change in effective control” of Bancorp or a “change in the ownership of a substantial portion of the assets” of Bancorp within the meaning of Section 409A, then such event shall not constitute a “Change in Control” hereunder.

2.8. “Code” shall mean the Internal Revenue Code of 1986, as amended, and the Treasury regulations promulgated thereunder.

2.9. “Competitive Business” means the banking and financial services business, which includes, without limitation, consumer savings, commercial banking, the insurance and trust business, the savings and loan business and mortgage lending, or any other business in which any of the Bank Entities is engaged or has invested significant resources within the prior six (6) month period in preparation for becoming actively engaged; provided that after the Termination Date, such period shall be deemed to end on the Termination Date.

2.10. “Competitive Products or Services” means, as of any time during the Term, those products or services of the type that any of the Bank Entities is providing, or is actively preparing to provide, to its customers.

2.11. “Disability” means a mental or physical condition which, in the good faith opinion of the Board of Directors of Bancorp, renders Xx. Xxxxx, with reasonable accommodation, unable or incompetent to carry out the material responsibilities which Xx. Xxxxx performed, or the material duties to which Xx. Xxxxx was entrusted at the time the disability was incurred, which has existed for at least three (3) months and which in the opinion of a physician mutually agreed upon by Bancorp and Xx. Xxxxx (provided that neither party shall

unreasonably withhold such agreement) is expected to be permanent or to last for an indefinite duration or a duration in excess of nine (9) months.

2.12. “Entity” means any partnership, corporation, limited liability company, trust, joint venture, unincorporated association, or other entity or association.

2.13. “Good Reason” means, other than as consented to by Xx. Xxxxx, a:

(ii) material diminution in Xx. Xxxxx’x title, responsibilities, authority, or duties; or

(ii) material reduction in the Annual Retainer (except as provided in Section 4.1.1 of this Agreement); or

(iii) a material breach of this Agreement by the Bank or the Bancorp;

and within thirty (30) days after notification of such event Xx. Xxxxx notifies the Bank and the Bancorp that he is terminating service as a director due to Good Reason unless such change is cured within thirty (30) days of such notice. If Xx. Xxxxx is terminated for Good Reason, Xx. Xxxxx’x last day of employment shall be mutually agreed to by Xx. Xxxxx and the Bank, but shall be not more than sixty (60) days after such notice is given by Xx. Xxxxx.

2.14. “Person” means any individual or Entity.

2.15. “Section 409A” means Section 409A of the Code and the regulations and administrative guidance promulgated thereunder.

2.16. “Term” means the period commencing on the Effective Date and shall continue through December 31, 2024 (the “Term”). Commencing on January 1, 2025, and continuing on each January 1st thereafter (each, a “Renewal Date”), the Term shall automatically renew and extend for one additional year such that the remaining term of this Agreement shall be one (1) year from the immediately preceding Renewal Date; unless either the Bancorp Board or Xx. Xxxxx by written notice to the other given at least thirty (30) days prior to such Renewal Date notifies the other of its intent not to renew the Term (the “Notice of Non-Renewal”). In the event that a Notice of Non-Renewal is given by either the Bancorp Board or Xx. Xxxxx, this Agreement will terminate as of the last day of the then current term. For avoidance of doubt, any extension to the Term will become the “Term” for purposes of this Agreement. Notwithstanding the foregoing, in the event that the Bancorp or the Bank has entered into an agreement to effect a transaction which would be considered a Change in Control, then the term of this Agreement shall be extended and shall terminate twelve (12) months following the date on which the Change in Control occurs.

2.17. “Termination Date” means the date upon which Xx. Xxxxx ceases to provide services as a director of the Bank Board or the Bancorp Board.

Other terms are defined throughout this Agreement and have the meanings so given them.

ARTICLE 3

SERVICE

3.1. No Impediments. Xx. Xxxxx represents and warrants that he is not subject to any legal obligations or restrictions that would prevent or limit his entering into this Agreement and performing his services hereunder.

3.2. Nature and Substance. During the Term hereof, Xx. Xxxxx shall perform the duties, functions and obligations customarily associated with the Executive Chairman of a board of directors, and such duties, functions, services or obligations as may be reasonably requested from time to time by the Bancorp Board or the Bank Board.

3.3. Performance of Services. Xx. Xxxxx agrees to devote appropriate attention, skill and efforts to the performance of his services under this Agreement, and shall use his best efforts and discharge his obligations hereunder to the best of his ability for and on behalf of the Bank Entities. Xx. Xxxxx agrees that, except for (i) his current activities that have been previously permitted by the Bancorp Board and/or Bank Board and (ii) charitable or civic activities that do not interfere with the performance of his services hereunder, he will not during the Term, directly or indirectly, perform services for or obtain a financial or ownership interest in any other Entity (an “Outside Arrangement”), unless the Bancorp Board and/or Bank Board grant him prior approval for such activities, which approval shall not be unreasonably withheld. Notwithstanding any provision hereof to the contrary, this Section 3.3 does not restrict Xx. Xxxxx’x right to own securities of any entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, provided that his total ownership constitutes less than two percent (2%) of the outstanding securities of such company.

3.4. Compliance with Law. Xx. Xxxxx shall comply with all laws, statutes, ordinances, rules and regulations relating to his retention and duties.

ARTICLE 4

COMPENSATION

4.1. Full Compensation. As full compensation for all services rendered to Bancorp and the Bank, and in lieu of any compensation or benefits (other than those described in Section 4.4 herein) to which other members of the Bank Board or Bancorp Board may be entitled, Xx. Xxxxx shall be paid the amounts set forth in this Article 4 during the Term. Xx. Xxxxx shall not participate in any consideration by the Bank Board or Bancorp Board of Xx. Xxxxx’x compensation under this Agreement.

4.1.1. Annual Retainer. Xx. Xxxxx shall be paid an annual retainer during the Term (“Annual Retainer”) of One Million Three Hundred Twenty Thousand Dollars ($1,320,000). The Bank Entities shall pay Xx. Xxxxx’x Annual Retainer in equal installments monthly, consistent with the frequency of payments to other non-employee members of the Bancorp Board and Bank Board. The Annual Retainer may be further increased from time to time, at the discretion of the Bancorp Board and the Bank Board, but not decreased except for

any reduction that is part of a reduction in pay by the Bancorp or Bank as part of a good faith, overall reduction and in the same proportion to all senior executives; provided, that such reduction shall not exceed 5% of Xx. Xxxxx’x then-current Annual Retainer and shall not occur more than once during the Term (which, for the avoidance of doubt, includes any extension thereof).

4.1.2. Equity Compensation. Xx. Xxxxx shall be eligible to receive equity awards as determined by the Compensation Committee of the Bancorp Board in its sole discretion, and such grants shall be subject to such terms and conditions as it may determine at the time of grant.

4.1.3. Expenses. Bancorp and Bank shall, promptly upon presentation of proper expense reports therefor, pay or reimburse Xx. Xxxxx, in accordance with the policies and procedures established from time to time by Bancorp and Bank for their directors, for all reasonable and customary travel (other than local use of an automobile) and other out-of-pocket expenses incurred by Xx. Xxxxx in performing his duties as Executive Chairman.

4.2. Independent Contractor. In all matters relating to the performance of Xx. Xxxxx’x services, Xx. Xxxxx shall be acting as an independent contractor. Xx. Xxxxx understands that he will be treated by Bancorp and the Bank as an independent contractor for purposes of all taxes (including without limitation for local, state and federal withholding, employment and payroll tax purposes). As an independent contractor, Xx. Xxxxx acknowledges that he will not be entitled to receive unemployment benefits in the event this Agreement terminates, or workers’ compensation benefits in the event that he is injured in any manner while performing obligations under this Agreement. Xx. Xxxxx will be solely responsible to pay any and all applicable local, state and/or federal income and social security and unemployment taxes. The parties hereby acknowledge and agree that neither Bancorp nor Bank has the right to control the manner, means, or method by which Xx. Xxxxx provides services to the Bancorp and Bank.

4.3. Life Insurance. The Bank Entities may, at their cost, obtain and maintain “key-man” life insurance and/or company-owned life insurance on Xx. Xxxxx in such amount as determined by the Bancorp Board or Bank Board from time to time. Xx. Xxxxx agrees to cooperate fully and to take all actions reasonably required by the Bank Entities in connection with such insurance.

4.4. Other Benefits. Xx. Xxxxx shall be eligible to participate in any other life, disability, health or other insurance benefit as may from time to time be generally available to non-employee directors of Bancorp or the Bank, if any, on the same terms and conditions as other non-employee directors may participate.

ARTICLE 5

CONDITIONS SUBSEQUENT TO CONTINUED OPERATION

AND EFFECT OF AGREEMENT

5.1. Regulatory Requirement. Notwithstanding anything herein contained to the contrary, any payments to Xx. Xxxxx by the Bank or the Bancorp, whether pursuant to this

Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359. For the avoidance of doubt, nothing in this Agreement shall prohibit the Bancorp Board or the Bank Board’s ability to exercise its fiduciary duties to remove Xx. Xxxxx as a member of the Bancorp Board or the Bank Board and in such event, the parties acknowledge that Xx. Xxxxx shall be entitled to the payments provided in this Agreement pursuant to the terms and conditions of the Agreement.

ARTICLE 6

TERMINATION

The Term of this Agreement may be terminated as provided below in this Article 6.

6.1. Termination for Death or Disability. The Agreement shall automatically terminate upon the death of Xx. Xxxxx or upon the determination by the Bancorp Board or the Bank Board that Xx. Xxxxx is suffering from a Disability.

6.2. Termination by Xx. Xxxxx. Xx. Xxxxx shall have the right to terminate his service at any time by tendering his resignation as a member of the Bancorp Board and Bank Board and all committees thereof, such termination to be effective on the date ninety (90) days after the date on which Xx. Xxxxx gives such notice to Bancorp and the Bank. In the event that Xx. Xxxxx terminates service as a director for Good Reason, Xx. Xxxxx shall be entitled to a payment under the Amended and Restated Non-Compete Agreement, as such term is defined below.

6.3. Automatic Termination upon Termination of Status as a Director. This Agreement shall automatically terminate if (i) Xx. Xxxxx is not reelected as a member of both the Bancorp Board and Bank Board, unless within 15 days thereafter, he is appointed to the board(s) to which he was not reelected by action of the Bancorp Board and/or Bank Board; or (ii) Xx. Xxxxx is removed as a member of the Bancorp Board and/or Bank Board.

6.4. Termination by Bancorp and the Bank. This Agreement shall automatically terminate if (i) the Bancorp Board and Bank Board fail to reappoint Xx. Xxxxx as Executive Chairman at the organizational or first regular meeting of the Bancorp Board and Bank Board following the Annual Meeting of Shareholders of Bancorp; (ii) the Bancorp Board or Bank Board remove Xx. Xxxxx as Executive Chairman, or elect another director as Executive Chairman; in each case whether or not Xx. Xxxxx remains a member of the Bancorp Board or Bank Board; or (iii) the Bancorp Board does not renew the Agreement pursuant to Section 2.16 above. In the event the Agreement is terminated pursuant to this Section 6.4 for reasons other than: (a) Xx. Xxxxx’x refusal to stand for election as Executive Chairman, (b) shareholders of Bancorp do not elect Xx. Xxxxx as a Director, (c) Bancorp Board or Bank Board remove Xx. Xxxxx as Executive Chairman for Cause (as defined below), or (d) Xx. Xxxxx is not eligible to continue to serve as a member of the Bancorp Board and Bank Board due to any term or age limitations that may be implemented by the Bancorp Board and Bank Board, Xx. Xxxxx shall be entitled to a payment under the Amended and Restated Non-Compete Agreement, as such term is defined below. For purposes of this Section 6.4, Cause means (i) material misconduct by Xx. Xxxxx in connection with his duties, which is reasonably expected to cause material injury or

material reputation harm to the Bank Entities if Xx. Xxxxx is retained in his position, (ii) Xx. Xxxxx’x misappropriation of funds or property of the Bank Entities other than occasional customary and de minimis use of Bank Entity property for personal purposes, or (iii) the conviction of Xx. Xxxxx for a felony or act of fraud; provided that (i) shall be subject to a thirty (30) day cure period.

6.5. Accrued Obligations. Following termination under the provisions of Section 6.1, Section 6.2, Section 6.3 or Section 6.4, Xx. Xxxxx (or his estate) shall not be entitled to any further payment except as follows: (a) the Bank Entities shall pay any unpaid Annual Retainer due for the period prior to the Termination Date; and (b) following submission of proper expense reports, the Bank Entities shall reimburse expenses incurred prior to the Termination Date and subject to reimbursement pursuant to Section 4.1.3 hereof. These payments shall be made promptly upon termination and within the period of time mandated by law. Additionally, any such termination shall not have any effect on unvested awards of restricted stock, if Xx. Xxxxx shall remain in service to the Bank Entities as a continuing member of the Board of Directors of Bancorp or Bank.

6.5.1. Termination Following a Change in Control. In the event that:

(a) Xx. Xxxxx’x service under this Agreement is terminated by Bancorp and/or Bank pursuant to Section 6.3 or Section 6.4 or Xx. Xxxxx terminates for Good Reason within 12 months following a Change on Control, or

(b) (i) Bancorp and/or Bank is not the successor, surviving or resulting company or institution following a Change in Control, and (ii) Xx. Xxxxx is not, from and after the effectiveness of such Change in Control, the duly elected or appointed Executive Chairman of such successor, surviving or resulting company or institution, then within forty-five (45) days thereafter, Xx. Xxxxx shall be paid a lump sum cash payment equal to 1.99 times the sum of (i) the Annual Retainer and (ii) a bonus equivalent in the amount of $1,148,653 (such sum, the “Change in Control Payment”), provided that Xx. Xxxxx shall be entitled to receive only one Change in Control Payment. The Change in Control Payment shall be contingent upon Xx. Xxxxx’x signing and delivering to the Bank Entities no later than twenty-one (21) days after the Termination Date, a General Release and Waiver substantially in the form attached as Exhibit A to the Non-Compete Agreement, and such release becoming irrevocable in accordance with its terms (the “Release Requirement”). The Change in Control Payment shall be subject to any delay in payment required under Section 6.5.3 hereunder.

6.5.2. Limitation on Payment. (a) Notwithstanding anything in this Agreement to the contrary, if Xx. Xxxxx’x service under this Agreement is terminated following a Change in Control, the non-competition and non-solicitation restrictions set forth in Sections 7.4 and 7.5 of this Agreement shall apply for the period of time mutually agreed to by the parties, and in no event shall the time period be less than six months or exceed two years. The Bank and Xx. Xxxxx hereby recognize that: (i) the non-solicitation restriction and non-competition restriction under Sections 7.4 and 7.5 of this Agreement have value, and (ii) the value shall be recognized in any calculations the Bank and Xx. Xxxxx perform with respect to determining the affect, if any,

of the parachute payment provisions of Section 280G of the Code (“Section 280G”), by allocating a portion of any payments, benefits or distributions in the nature of compensation (within the meaning of Section 280G(b)(2)), including the payments under Section 6.5.1 of this Agreement, to the fair value of the non-solicitation and non-competition restriction under Sections 7.4 and 7.5 of this Agreement (the “Appraised Value”). The Bank, at the Bank’s expense, shall obtain an independent appraisal to determine the Appraised Value no later than forty-five (45) days after entering into an agreement, that if completed, would constitute a Change in Control as defined in Section 2.8. The Appraised Value will be considered reasonable compensation for post change in control services within the meaning of Q&A-40 of the regulations under Section 280G; and accordingly, any aggregate parachute payments, as defined in Section 280G, will be reduced by the Appraised Value.

(b) After taking into account the Appraised Value, in the event the receipt of all payments, benefits or distributions in the nature of compensation (within the meaning of Section 280G(b)(2)), whether paid or payable pursuant to this Agreement or otherwise (the “Change in Control Benefits”) would subject Xx. Xxxxx to an excise tax imposed by Code Sections 280G and 4999, then the payments and/or benefits payable under this Agreement (the “Payments”) shall be reduced by the minimum amount necessary so that no portion of the Payments under this Agreement are non-deductible to the Bank pursuant to Code Section 280G and subject to the excise tax imposed under Code Section 4999 (the “Reduced Amount”). Notwithstanding the foregoing, the Payments will not be reduced if it is determined that without such reduction, the Change in Control Benefits received by Xx. Xxxxx on a net after-tax basis (including without limitation, any excise taxes payable under Code Section 4999) is greater than the Change in Control Benefits that Xx. Xxxxx would receive, on a net after-tax benefit, if Xx. Xxxxx is paid the Reduced Amount under the Agreement.

(c) Unless otherwise agreed in writing by the parties, all calculations with respect to Sections 280G and 4999 of the Code required under this Section 6.5.2 shall be determined by a nationally recognized firm with appropriate expertise mutually agreeable to the Bank and Xx. Xxxxx (the “Firm”) whose determination will be conclusive and binding on all parties. The Bank shall pay all fees charged by the Firm for this purpose. The Bank and Xx. Xxxxx shall provide the Firm with all information or documents it reasonably requests, and the Firm will be entitled to rely on such information and on reasonable estimates and assumptions and interpretations of the provisions of Sections 280G and 4999 of the Code. If it is determined that the Payments should be reduced as a result of the Section 280G calculations performed by the Firm, the Bank shall promptly give (or cause the Firm to give) Xx. Xxxxx notice to that effect (and a copy of the detailed calculations thereof) and, to the extent consistent with Section 409A of the Code, Xx. Xxxxx may determine which benefits are to be reduced. All determinations made under this Section 6.5.2 shall be made as soon as reasonably practicable and in no event later than ten (10) days prior to the date of Xx. Xxxxx’x termination of employment.

6.5.3. Compliance with Section 409A.

(a) It is the intention of the parties hereto that this Agreement and the payments provided for hereunder shall not be subject to, or shall be in accordance with, Section

409A, and thus avoid the imposition of any tax and interest on Xx. Xxxxx pursuant to Section 409A(a)(1)(B) of the Code, and this Agreement shall be interpreted and construed consistent with this intent. Xx. Xxxxx acknowledges and agrees that he shall be solely responsible for the payment of any tax or penalty which may be imposed or to which he may become subject as a result of the payment of any amounts under this Agreement.

(b) Notwithstanding any provision of this Agreement to the contrary, if Xx. Xxxxx is a “specified employee” at the time of his “separation from service”, any payment of “nonqualified deferred compensation” (in each case as determined pursuant to Section 409A) that is otherwise to be paid to Xx. Xxxxx within six (6) months following his separation from service, then to the extent that such payment would otherwise be subject to interest and additional tax under Section 409A(a)(l)(B) of the Code, such payment shall be delayed and shall be paid, without interest, on the first business day of the seventh calendar month following Xx. Xxxxx’x separation from service, or, if earlier, upon Xx. Xxxxx’x death. Any deferral of payments pursuant to the foregoing sentence shall have no effect on any payments that are scheduled to be paid more than six (6) months after the date of separation from service.

(c) If any of the payments hereunder are subject to the Release Requirement, and the period in which Xx. Xxxxx may consider executing the release begins in one calendar year and ends in the following calendar year, the date on which such payments will be made shall be no earlier than the first day of the second calendar year within such period.

(d) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during Xx. Xxxxx’x lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit.

ARTICLE 7

CONFIDENTIALITY; NON-COMPETITION; NON-INTERFERENCE

7.1. Confidential Information. Xx. Xxxxx, during his service as a member of the Bancorp Board and Bank Board, has had and will have access to and become familiar with, various confidential and proprietary information of the Bank Entities (“Confidential Information”), including, but not limited to: business plans; operating results; customer data; internal working documents and communications; relationships with and supervision by the Bank’s and Bancorp’s federal and state regulators, and other materials related to the businesses or activities of the Bank Entities which is not generally made available to the public. Failure to mark any Confidential Information as confidential, proprietary or protected information shall not affect its status as part of the Confidential Information subject to the terms of this Agreement.

7.2. Nondisclosure. Xx. Xxxxx hereby covenants and agrees that he shall not, directly or indirectly, disclose or use, or authorize any person to disclose or use, any Confidential Information (whether or not any of the Confidential Information is novel or known by any other person); provided however, that this restriction shall not apply to the use or disclosure of Confidential Information (i) to any governmental entity to the extent required by law, or (ii) which is or becomes publicly known and available through no wrongful act of Xx. Xxxxx or any affiliate of Xx. Xxxxx. Notwithstanding the foregoing, Xx. Xxxxx, Bancorp and Bank acknowledge and agree that nothing contained in this Article 7 shall be interpreted, construed, asserted or enforced by Bancorp or Bank to prohibit Xx. Xxxxx from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Further, nothing contained in this Agreement or any Release and Waiver shall be interpreted, construed, asserted or enforced by the Bank or Bancorp to (i) prohibit or disqualify Xx. Xxxxx from being awarded, receiving and/or enjoying the benefit of, any award, reward, emolument or payment, or other relief of any kind whatsoever, from any agency, which is provided based upon Xx. Xxxxx’x providing information to any such agency as a whistleblower under applicable law or regulation, or (ii) require notification or prior approval by the Bank or Bancorp of any such report; provided that, Xx. Xxxxx is not authorized to disclose communications with counsel that were made for the purpose of receiving legal advice or that contain legal advice or that are protected by the attorney work product or similar privilege. Bancorp and the Bank hereby waive any right to assert or enforce the provisions of this Agreement in a manner which would impede any whistleblower activity in accordance with applicable law or regulation. Furthermore, Xx. Xxxxx shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, in each case, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or proceeding, if such filings are made under seal.

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 Xx. Xxxxx, or otherwise provided to or coming into the possession of Xx. Xxxxx, that contain any Confidential Information about or pertaining or relating to the Bank Entities (the “Company Information”) shall at all times remain the exclusive property of the Bank Entities. Promptly after a request by the Bank Entities or automatically upon the date on which Xx. Xxxxx’x service to the Bank Entities ceases, Xx. Xxxxx shall take reasonable efforts to (i) return to the Bank and Bancorp all Documents in any tangible form (whether originals, copies or reproductions) and all computer disks or other media containing or embodying any Document or Company Information; and (ii) purge and destroy all Documents and Company Information in any intangible form (including computerized, digital or other electronic format).

7.4. Non-Competition. Xx. Xxxxx hereby acknowledges and agrees that, during the course of his service to the Bank Entities, in addition to his access to Confidential Information,

Xx. Xxxxx has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Xx. Xxxxx hereby covenants and agrees that during the Term until the date twelve (12) months after the Termination Date (the “Restricted Period”), Xx. Xxxxx will not at any time (except for the Bank Entities), directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise):

(a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any Branch of the Bank Entities and (ii) such Branch competes or will compete with the products or services offered or planned to be offered by the Bank Entities during the Restricted Period; or

(b) sell or solicit sales of Competitive Products or Services to Persons within such 50 mile radius, or assist any Competitor in such sales activities.

Notwithstanding any provision hereof to the contrary, this Section 7.4 does not restrict Xx. Xxxxx’x right to (i) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that his total ownership constitutes less than two percent (2%) of the outstanding securities of such company and that such ownership does not violate: (A) the Code of Conduct or any other policy of Bancorp or the Bank, including any policy related to inside information; (B) any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of Bancorp or the Bank. The parties acknowledge that they have also entered into and agree to be bound by the terms of that certain Xxxxxxx and Restated Non-Compete Agreement as of December 18, 2023, as may be amended from time to time, which is in addition to and not in lieu of any of the restrictions hereunder (the “Amended and Restated Non-Compete Agreement”). For the avoidance of doubt, in the event Xx. Xxxxx’x service as a director is terminated under the circumstances set forth in Section 6.2 for Good Reason, Section 6.4, Section 6.5.1(a) or Section 6.5.1(b), Xx. Xxxxx shall be entitled to the payments under Section 3.1. of the Amended and Restated Non-Compete Agreement, in accordance with the terms in such agreement.

7.5. Non-Interference. Xx. Xxxxx hereby covenants and agrees that during the Restricted Period, he will not, directly or indirectly, for himself or any other Person (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, member, manager, employee, contractor, consultant or any other capacity):

(a) induce or attempt to induce any customer, supplier, officer, director, employee, contractor, consultant, agent or representative of, or any other Person that has a business relationship with any Bank Entity, to discontinue, terminate or reduce the extent of its, his or her

relationship with any Bank Entity or to take any action that would disrupt or otherwise damage any such relationship;

(b) solicit any customer of any of the Bank Entities for the purpose of providing any Competitive Products or Services to such customer (other than any solicitation to the general public that is not disproportionately directed at customers of any Bank Entity); or

(c) solicit any employee of any of the Bank Entities to commence employment with, become a consultant or independent contractor to or otherwise provide services for the benefit of any other Competitive Business.

In applying this Section 7.5:

(i) the term “customer” shall be deemed to include, at any time, any Person to which any of the Bank Entities had, during the six (6) month period immediately prior to such time, (A) sold any products or provided any services or (B) submitted, or been in the process of submitting or negotiating, a proposal for the sale of any product or the provision of any services;

(ii) the term “supplier” shall be deemed to include, at any time, any Person which, during the six (6) month period immediately prior to such time, (A) had sold any products or services to any of the Bank Entities or (B) had submitted to any of the Bank Entities a proposal for the sale of any products or services;

(iii) for purposes of clause (c), the term “employee” shall be deemed to include, at any time, any Person who was employed by any of the Bank Entities within the prior six (6) month period (thereby prohibiting Xx. Xxxxx from soliciting any Person who had been employed by any of the Bank Entities until six (6) months after the date on which such Person ceased to be so employed); and

(iv) If during the Restricted Period any employee of any of the Bank Entities accepts employment with or is otherwise retained by any Competitive Business of which Xx. Xxxxx is an owner, director, officer, manager, member, employee, partner or employee, or to which Xx. Xxxxx provides material services, it shall be presumed that such employee was hired in violation of the restriction set forth in clause (c) of this Section 7.5, with such presumption to be overcome only upon Xx. Xxxxx’x showing by a preponderance of the evidence that he was not directly or indirectly involved in the hiring, soliciting or encouraging such employee to leave employment with the Bank Entities.

7.6. Mutual Nondisparagement. The Executive Chairman shall not, directly or indirectly, orally or in writing, in any forum, or by means of any medium (including, but not limited to, television or radio, newspapers, newsletters, magazines, circulars, blogs, computer networks or bulletin boards, or any other form of communication), make to any third party (including but not limited to any customer, former customer or potential customer of the Bank or Bancorp or any Bank Entity), any employee or other representative of any bank regulatory agency, or any employee of the Bank or Bancorp or any Bank entity, any disparaging or defamatory statements about the Bank or Bancorp or Bank entity. The Bancorp Board and Bank

Board shall not, directly or indirectly, orally or in writing, in any forum, or by means of any medium (including, but not limited to, television or radio, newspapers, newsletters, magazines, circulars, blogs, computer networks or bulletin boards, or any other form of communication), make to any third party (including but not limited to any customer, former customer or potential customer of the Bank or Bancorp or any Bank Entity), any employee or other representative of any bank regulatory agency, or any employee of the Bank or Bancorp or any Bank entity, any disparaging or defamatory statements about the Executive Chairman. Nothing in this Section 7.6 shall apply to any communication with any governmental entity to the extent required by law.

7.7. Injunction. In the event of any breach or threatened or attempted breach of any provision of this Article 7 by Xx. Xxxxx, Bancorp and Bank 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 Xx. Xxxxx 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, in each case without being required to furnish any bond or other security.

7.8. Reasonableness.

7.8.1. Fairness of Restrictions. Xx. Xxxxx has carefully read and considered the provisions of this Article 7 and, having done so, acknowledges that he fully understands them, that he has had the opportunity to consult with counsel of his own choosing regarding the meaning and effect of such provisions at his election, and he 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 the Bank Entities and their respective businesses, shareholders, directors, officers and employees. Xx. Xxxxx further agrees that the restrictions set forth in this Agreement will not impair or unreasonably restrain his ability to earn a livelihood. Xx. Xxxxx further acknowledges that his services as a Executive Chairman of the Bancorp Board and Bank Board has been and shall continue to be of special, unique and extraordinary value to the Bank Entities.

7.8.2. Scope. 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.

7.9. Cooperation. During and after Xx. Xxxxx’x service, Xx. Xxxxx shall fully cooperate with the reasonable requests of Bancorp and the Bank, including providing information, with regard to any matter that Xx. Xxxxx has knowledge of as a result of Xx. Xxxxx’x service as a director or Executive Chairman of the Bancorp Board and Bank Board. Xx. Xxxxx further agrees to comply with any reasonable request by Xxxxxxx and the Bank to assist in

relation to any investigation into any actual or potential irregularities, including without limitation assisting with any threatened or actual litigation concerning the Bank Entities, giving statements/affidavits, meeting with legal and/or other professional advisors, and attending any legal hearing and giving evidence; provided that the Bank Entities shall reimburse Xx. Xxxxx for any reasonable out-of-pocket expenses reasonably incurred by Xx. Xxxxx in giving such assistance. Xx. Xxxxx agrees to notify Bancorp and the Bank immediately if Xx. Xxxxx is contacted by any third parties for information or assistance with any matter concerning the Bank Entities and agrees to co-operate with the Bank Entities with regard to responding to such requests.

ARTICLE 8

MISCELLANEOUS

8.1. Assignability. Xx. Xxxxx shall have no right to assign this Agreement or any of his rights or obligations hereunder to another party or parties. Bancorp and Bank may assign this Agreement to any of its Affiliates or to any Person that acquires a substantial portion of the operating assets of Bancorp or Bank. Upon any such assignment by Bancorp or Bank, references in this Agreement to Bancorp, Bank or the Bank Entities shall automatically be deemed to refer to such assignee instead of, or in addition to, Bancorp, Bank, or the Bank Entities, as appropriate in the context.

8.2. Governing Law; Venue. 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. Any action to enforce any provision of this Agreement may be brought only in a court of the State of Maryland within Montgomery County or in the United States District Court for the District of Maryland. Accordingly, each party (a) agrees to submit to the jurisdiction of such courts and to accept service of process at its address for notices and in the manner provided in Section 8.3 for the giving of notices in any such action or proceeding brought in any such court and (b) irrevocably waives any objection to the laying of venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient or inappropriate forum.

8.3. 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 as follows: (a) when hand delivered to the other party; (b) when received by facsimile at the facsimile number set forth below, provided, however, that any notice given by facsimile shall not be effective unless either (i) a duplicate copy of such facsimile notice is promptly given by depositing the same in a United States post office first-class postage prepaid and addressed to the applicable party as set forth below or (ii) the receiving party delivers a written confirmation of receipt for such notice either by facsimile or by any other method permitted under this section; or (c) when deposited in a United States post office with first-class certified mail, return receipt requested, postage prepaid and addressed to the applicable party as set forth below; or (d) when 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 applicable party as set forth below with next-business day delivery guaranteed; provided that the sending party receives a confirmation of delivery from the delivery service provider. Any notice given by facsimile shall be deemed received on the date on which notice is received except that if such notice is received after 5:00 p.m. (recipient’s time) or on a nonbusiness day, notice shall be deemed given the next business day). Any notice sent by Untied States mail shall be deemed given three (3) business days after the same has been deposited in the United States mail. Any notice given by national overnight delivery service shall be deemed given on the first business day following deposit with such delivery service. For purposes of this Agreement, the term “business day” shall mean any day other than a Saturday, Sunday or day that is a legal holiday in Montgomery County, Maryland. 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:						Board of Directors of Bancorp and Bank
						0000 Xxx Xxxxxxxxxx Xxxx
						Bethesda, MD 20814
						Fax No.: 000-000-0000

CC:						Bancorp or Bank
						c/o Xxxxx X. Xxxx, CEO
						0000 Xxx Xxxxxxxxxx Xxxx
						Bethesda, MD 20814
						Fax No.: 000-000-0000
						Email: xxxxx@xxxxxxxxxxxxx.xxx

						Copy to: Xxxx Xxxxxxxx, EVP and Chief Legal Officer
						0000 Xxx Xxxxxxxxxx Xxxx
						Bethesda, Maryland 20814
						Fax: 000-000-0000

To:						Xx. Xxxxx
						At the address last appearing on
						the personnel records of the Bank.

8.4. Entire Agreement. This Agreement and the Amended and Restated Non-Compete Agreement contain all of the agreements and understandings between the parties hereto with respect to Xx. Xxxxx’x service as Executive Chairman of the Bancorp Board and Bank Board and the subject matter hereof, and supersede all prior agreements, arrangements and understandings related to such service and the subject matter hereof, including the Prior Agreement.

8.5. 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.

8.6. Severability. Should any party of this Agreement for any reason be declared or held illegal, invalid or unenforceable, such provisions or portion of such provision shall be deemed severed herefrom, and 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.

8.7. 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, which expressly states an intention to amend, modify, change, waive, discharge or terminate this Agreement. 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.

8.8. Gender and Number. As used in this Agreement, the masculine, feminine and neuter gender, and the singular or plural number, shall each be deemed to include the other or others whenever the context so indicates.

8.9. Binding Effect. This Agreement is and shall be binding upon, and inures to the benefit of, Bancorp and the Bank, their respective successors and assigns, and Xx. Xxxxx 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 BANCORP, INC.



By:			/s/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: President and Chief Executive Officer


EAGLEBANK



By:			/s/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: President and Chief Executive Officer


EXECUTIVE CHAIRMAN


/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx

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AMENDED AND RESTATED CHAIRMAN COMPENSATION AGREEMENT

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