Exhibit 10.9
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
the 3rd day of January, 2005 ("Commencement Date"), by and between EagleBank, a
Maryland corporation ("Eagle"), and Xxxxx X. Xxxxxxxx ("Xxxxxxxx").
RECITAL
Eagle desires to retain Langmead as Executive Vice President and Chief
Financial Officer of Eagle and Langmead 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.
2.1 Position. Eagle hereby employs Langmead to serve as
Executive Vice President and Chief Financial Officer of Eagle.
2.2 Term. The term of this Agreement and Langmead'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.
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3. Duties of Langmead.
3.1 Nature and Substance. Langmead 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
Langmead shall be established, determined and modified by and
within the discretion of the Board.
3.2 Performance of Services. Langmead 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. Langmead shall comply with all laws,
statutes, ordinances, rules and regulations relating to his
employment and duties. During the Term of his employment,
Langmead 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. Langmead 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 Langmead's
duties to Eagle, present a conflict of interest with Eagle
and/or EBI, breach Langmead's duty of loyalty or fiduciary
duties to Eagle and/or EBI, or otherwise conflict with the
provisions of this Agreement; provided, however, that Langmead
shall not be prevented from investing Langmead's assets in
such form or manner as would not require any services on the
part of Langmead 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. Langmead 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 Langmead the following:
4.1 Salary. Beginning on the Commencement Date, Langmead shall
be paid a salary ("Salary") of One Hundred Seventy Thousand
Dollars ($178,000.00) on an annualized basis. Eagle shall pay
Langmead's Salary in equal installments in accordance with
Eagle's regular payroll periods as may be set by Eagle from
time to time. Langmead's salary shall be further increased
from time to time at the discretion of the Board. Langmead
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. Langmead 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 Langmead beginning on the Commencement
Date.
4.5 Non-Life Insurance. Eagle will provide Langmead with group
health, disability and other insurance as Eagle may determine
appropriate for all employees of Eagle.
4.6 Life Insurance.
4.6.1 Eagle will obtain, and maintain at all times while this
Agreement is in effect, a term life insurance policy (the
"Policy") on Langmead in the amount of Six Hundred Thousand
($600,000.00), the particular product and carrier to be chosen
by Eagle in its discretion. Langmead shall have the right to
designate the beneficiary of the Policy. Eagle will pay the
premium for the Policy. In the event Langmead 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 Langmead 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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4.6.2 Parking. Will be provided by Eagle.
4.6.3 Eagle may, at its cost, obtain and maintain "key-man"
life insurance and/or Bank-owned life insurance on Langmead in
such amount as determined by the Board from time to time.
Langmead agrees to cooperate fully and to take all actions
reasonably required by Eagle in connection with such
insurance.
4.7 Expenses. Eagle shall promptly upon presentation of proper
expense reports therefore pay or reimburse Langmead, 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 and other out-of-pocket
expenses incurred by Langmead 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 seminars, meetings and conventions.
4.8 Retirement Plans. Langmead 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.
4.9 Other Benefits. While this Agreement is in effect,
Langmead 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.
4.10 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.
4.11 Warrants. Langmead 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 Langmead 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.
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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 Langmead in connection with or
associated with the services rendered by Langmead 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 Langmead as a result of his negligence, fraud,
malfeasance or misconduct;
(d) any of the following conduct on the part of Langmead
that Langmead 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 Langmead to an extent which materially
interferes with or prevents Langmead from
performing Langmead's duties under this
Agreement;
(ii) failure by or the inability of Langmead to
devote full time, attention and energy to the
performance of Langmead's duties pursuant to
this Agreement (other than by reason of his
death or disability);
(iii) intentional material failure by Langmead to
carry out the explicit lawful and reasonable
directions, instructions, policies, rules,
regulations or decisions of the Board which are
consistent with his position; or
(iv) willful or intentional misconduct on the part
of Langmead 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 Langmead's
employment for Cause immediately on written notice,
with Langmead's compensation and benefits ceasing as
of Langmead's last day of employment, provided,
however, that Langmead 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 Langmead's
employment at any time on written notice without
Cause for any or no reason, with Langmead's
compensation and benefits ceasing as of Langmead's
last day of employment, subject to the provisions of
Section 6.4. and Article 8.
6.3 Termination by Langmead. Langmead 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,
with Langmead's compensation and benefits ceasing as of
Langmead's last day of employment, provided, however, that
Langmead 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 Langmead'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 Langmead, in the manner set forth
below, Langmead's Salary and benefits at the rate being paid
as of the date of termination; provided, however, that
Langmead shall not be entitled to any such payments of Salary
if (i) his employment is terminated due to his 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 Langmead pursuant to this Section 6.4 shall be paid to
Langmead in installments on the same schedule as Langmead was
paid immediately prior to the date of termination, each
installment to be the same amount Langmead would have been
paid under this Agreement if he had not been terminated. In
the event Langmead breaches any provision of Article 7 of this
Agreement, Langmead'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.
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7. Confidentiality; Non-Interference.
7.1 Confidential Information. Langmead, during employment by
Eagle, will have access to and become familiar with various
confidential and proprietary information of Eagle, its parent,
subsidiaries and/or affiliates and/or relating to the business
of Eagle, its parent, subsidiaries and/or affiliates
("Confidential Information"), including, but not limited to:
business plans; operating results; financial statements and
financial information; contracts; mailing lists; purchasing
information; customer data (including lists, names and
requirements); feasibility studies; personnel related
information (including compensation, compensation plans, and
staffing plans); internal working documents and
communications; and other materials related to the businesses
or activities of Eagle, its parent, subsidiaries and/or
affiliates which is made available only to employees with a
need to know or which is not generally made available to the
public. Failure to xxxx any Confidential Information as
confidential, proprietary or protected information shall not
affect its status as part of the Confidential Information
subject to the terms of this Agreement.
7.2 Nondisclosure. Langmead hereby covenants and agrees that
Langmead 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 Langmead'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 Langmead) or information that is customarily shown or
disclosed. Langmead further covenants and agrees that Langmead
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 Langmead, or
otherwise provided to or coming into the possession of
Langmead, 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 Langmead's employment, Langmead 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 Langmead
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-Interference. Langmead hereby covenants and agrees
that during his employment and for a period of twelve (12)
months after Langmead's last date of employment with Eagle,
Langmead 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, nor
will Langmead otherwise solicit any customer or employee of
Eagle on behalf of himself or any other Person or entity.
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7.5 Injunction. In the event of any breach or threatened or
attempted breach of any such provision by Langmead, 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 Langmead 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.
7.6 Reasonableness.
Langmead 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. Langmead
further agrees that the restrictions set forth in this
Agreement will not impair or unreasonably restrain Langmead's
ability to earn a livelihood.
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; or
(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:
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(a) Langmead'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
(b) Langmead 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, he will not be continued in a comparable position
(with comparable compensation and benefits) with Eagle to the
position Langmead 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
Langmead held immediately prior to the Change in Control, and
within fifteen (15) days after receiving such notification
Langmead notifies Eagle that he is terminating his employment
due to such change in his employment, with his last day of
employment to be mutually agreed to by Eagle and Langmead but
which shall be not more than sixty (60) days after such notice
is given by Langmead; 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, Langmead,
within the thirty (30) day period immediately following the
last day of the Action Period, notifies Eagle that he is
terminating his employment due to the Change in Control, with
his last day of employment to be mutually agreed to by Eagle
and Langmead but which shall be not more than sixty (60) days
after such notice is given by Langmead.
8.3 Change in Control Payment. If there is a Change in Control
Termination, Langmead shall be paid a lump-sum cash payment
(the "Change Payment") equal to 2.99 times Langmead's Salary
at the highest rate in effect during the twelve (12) month
period immediately preceding his last day of employment, such
Change Payment to be made to Langmead within forty-five (45)
days after his last day of employment.
8.4 Adjustment.
(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 Langmead (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 Langmead.
9. Assignability. Langmead shall have no right to assign this Agreement
or any of Langmead's rights or obligations hereunder to another party
or parties.
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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 not be effective unless either a
duplicate copy of such facsimile notice is promptly given by depositing
same in a United 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 subject,
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
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: Xxxxx X. Xxxxxxxx
0000 Xxxxxxx Xxxxx
Xxxxxxxxxxx, 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 Langmead 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.
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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
Langmead 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.
EAGLEBANK
By: ______________________
Title: ______________________
XXXXX X. XXXXXXXX
----------------------------
Xxxxx X. Xxxxxxxx
----------------------------
Date
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