Exhibit 10.6
EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
the 13th day of January, 2004 ("Commencement Date"), by and between EagleBank, a
Maryland corporation ("Eagle"), and ▇▇▇▇▇ ▇. ▇▇▇▇ ("▇▇▇▇").
RECITAL
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Eagle desires to retain ▇▇▇▇ as Executive Vice President and Senior
Operations Officer of Eagle and ▇▇▇▇ desires to accept such employment, all upon
the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the recital, the mutual covenants
and agreements herein contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties to this
Agreement, intending to be legally bound, agree as follows:
1. Certain Definitions. As used in this Agreement, the following terms
have the meanings set forth below:
1.1 "Commencement Date" means the date first written above.
1.2 "Bank Regulatory Agency" means any governmental authority,
regulatory agency, ministry, department, statutory
corporation, central bank or other body of the United States
or of any other country or of any state or other political
subdivision of any of them having jurisdiction over Eagle or
any transaction contemplated, undertaken or proposed to be
undertaken by Eagle, including, but not necessarily be limited
to:
(a) the Federal Deposit Insurance Corporation or any other
federal or state depository insurance organization or fund;
(b) the Federal Reserve System, the Comptroller of the
Currency, the Maryland Division of Financial Institutions, or
any other federal or state bank regulatory or commissioner's
office;
(c) any Person established, organized, owned (in whole or in
part) or controlled by any of the foregoing; and
(d) any predecessor, successor or assignee of any of the
foregoing.
1.3 "Board" means the Board of Directors of Eagle.
1.4 "Bylaws" means the Bylaws of Eagle as in effect from time
to time.
1.5 "EBI" means Eagle Bancorp, Inc., a Maryland corporation.
1.6 "Person" means any individual, firm, association,
partnership, corporation, limited liability company, group,
governmental agency or other authority, or other organization
or entity.
2. Employment; Term.
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2.1 Position. Eagle hereby employs ▇▇▇▇ to serve as Executive
Vice President and Senior Operations Officer of Eagle.
2.2 Term. The term of this Agreement and ▇▇▇▇'▇ employment
hereunder shall commence with the Commencement Date and
continue until December 31, 2006 (the "Term"), unless sooner
terminated in accordance with the provisions of this
Agreement.
3. Duties of ▇▇▇▇.
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3.1 Nature and Substance. ▇▇▇▇ shall report directly to and
shall be under the direction of the Executive Vice President
and Chief Administrative Officer of Eagle. The specific powers
and duties of ▇▇▇▇ shall be established, determined and
modified by and within the discretion of the Board.
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3.2 Performance of Services. ▇▇▇▇ agrees to devote her full
business time and attention to the performance of her duties
and responsibilities under this Agreement, and shall use her
best efforts and discharge her duties to the best of her
ability for and on behalf of Eagle and toward its successful
operation. ▇▇▇▇ shall comply with all laws, statutes,
ordinances, rules and regulations relating to her employment
and duties. During the Term of this Agreement, ▇▇▇▇ 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. ▇▇▇▇ agrees that while employed
by Eagle she will not without the prior written consent of the
Board, engage, or obtain a financial or ownership interest, in
any other business, employment, consulting or similar
arrangement, or other undertaking (an "Outside Arrangement")
if such Outside Arrangement would interfere with the
satisfactory performance of ▇▇▇▇'▇ duties to Eagle, present a
conflict of interest with Eagle and/or EBI, breach ▇▇▇▇'▇ duty
of loyalty or fiduciary duties to Eagle and/or EBI, or
otherwise conflict with the provisions of this Agreement;
provided, however, that ▇▇▇▇ shall not be prevented from
investing ▇▇▇▇'▇ assets in such form or manner as would not
require any services on the part of ▇▇▇▇ 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. ▇▇▇▇ 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 ▇▇▇▇ the following:
4.1 Salary. Beginning on the Commencement Date, ▇▇▇▇ shall be
paid a salary ("Salary") of One Hundred Thirty Five Thousand
Dollars ($135,000.00) on an annualized basis. Effective
January 1, 2004, ▇▇▇▇'▇ Salary shall be One Hundred
Forty-eight Thousand Five Hundred Dollars ($148,500.00) on an
annualized basis. Eagle shall pay ▇▇▇▇'▇ Salary in equal
installments in accordance with Eagle's regular payroll
periods as may be set by Eagle from time to time. ▇▇▇▇'▇
salary shall be further increased from time to time at the
discretion of the Board. ▇▇▇▇ 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. ▇▇▇▇ 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 ▇▇▇▇ beginning on the Commencement Date.
4.5 Car Allowance. Eagle will pay ▇▇▇▇ a monthly car allowance
of Six Hundred Fifty Dollars ($650.00).
4.6 Non-Life Insurance. Eagle will provide ▇▇▇▇ with group
health, disability and other insurance as Eagle may determine
appropriate for all employees of Eagle.
4.7 Life Insurance.
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4.7.1 Eagle will obtain, and maintain at all times while this
Agreement is in effect, a term life insurance policy (the
"Policy") on ▇▇▇▇ in the amount of Six Hundred Thousand
($600,000.00), the particular product and carrier to be chosen
by Eagle in its discretion. ▇▇▇▇ shall have the right to
designate the beneficiary of the Policy. Eagle will pay the
premium for the Policy. In the event ▇▇▇▇ 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 ▇▇▇▇ is rated and the standard rate for a Six
Hundred Thousand ($600,000.00) policy would acquire a Five
Hundred Thousand ($500,000.00) policy, Eagle would only be
required to purchase the Five Hundred Thousand ($500,000.00)
policy.
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4.7.2 Eagle may, at its cost, obtain and maintain "key-man"
life insurance and/or Bank-owned life insurance on ▇▇▇▇ in
such amount as determined by the Board from time to time. ▇▇▇▇
agrees to cooperate fully and to take all actions reasonably
required by Eagle in connection with such insurance.
4.8 Expenses. Eagle shall promptly upon presentation of proper
expense reports therefor reimburse ▇▇▇▇, 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 ▇▇▇▇ is being provided the car allowance) and other
out-of-pocket expenses incurred by ▇▇▇▇ in the performance of
her duties and responsibilities under this Agreement and
promoting the business of Eagle, including appropriate
membership fees, dues and the cost of attending meetings and
conventions.
4.9 Retirement Plans. ▇▇▇▇ shall be entitled to participate in
any and all qualified pension or other retirement plans of
Eagle which may be applicable to executive personnel of Eagle.
4.10 Other Benefits. While this Agreement is in effect, ▇▇▇▇
shall be entitled to all other benefits that Eagle provides
from time to time to its senior executive officers, including,
but not limited to, any stock option plan and other incentive
plans.
4.11 Eligibility. Participation in any health, life, accident,
disability, medical expense or similar insurance plan or any
qualified pension or other retirement plan shall be subject to
the terms and conditions contained in such plan. All matters
of eligibility for benefits under any insurance plans shall be
determined in accordance with the provisions of the applicable
insurance policy issued by the applicable insurance company.
4.12 Warrants. ▇▇▇▇ 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 ▇▇▇▇ 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
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Agreement.
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5.1 Continued Approval by Bank Regulatory Agencies. This
Agreement and all of its terms and conditions, and the
continued operation and effect of this Agreement and Eagle's
continuing obligations hereunder, shall at all times be
subject to the continuing approval of any and all Bank
Regulatory Agencies whose approval is a necessary prerequisite
to the continued operation of Eagle. Should any term or
condition of this Agreement, upon review by any Bank
Regulatory Agency, be found to violate or not be in compliance
with any then-applicable statute or any rule, regulation,
order or understanding promulgated by any Bank Regulatory
Agency, or should any term or condition required to be
included herein by any such Bank Regulatory Agency be absent,
this Agreement may be rescinded and terminated by Eagle if the
parties hereto cannot in good faith agree upon such additions,
deletions, or modifications as may be deemed necessary or
appropriate to bring this Agreement into compliance.
6. Termination of Agreement. This Agreement may be terminated
prior to expiration of the Term as provided below.
6.1 Definition of Cause. For purposes of this Agreement,
"Cause" means:
(a) any act of theft, fraud, intentional misrepresentation
or similar conduct by ▇▇▇▇ in connection with or
associated with the services rendered by ▇▇▇▇ 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 ▇▇▇▇ as a result of her negligence, fraud,
malfeasance or misconduct;
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(d) any of the following conduct on the part of ▇▇▇▇ that
▇▇▇▇ has not been corrected or cured within thirty (30)
days after having received written notice from Eagle
detailing and describing such conduct:
(i) the use of drugs, alcohol or other substances by
▇▇▇▇ to an extent which materially interferes
with or prevents ▇▇▇▇ from performing ▇▇▇▇'▇
duties under this Agreement;
(ii) failure by or the inability of ▇▇▇▇ to devote
full time, attention and energy to the
performance of ▇▇▇▇'▇ duties pursuant to this
Agreement (other than by reason of her death or
disability);
(iii) intentional material failure by ▇▇▇▇ to
carry out the explicit lawful and reasonable
directions, instructions, policies, rules,
regulations or decisions of the Board which are
consistent with her position; or
(iv) willful or intentional misconduct on the part of
▇▇▇▇ that results in substantial injury to Eagle
or any of its parent, subsidiaries or affiliates.
6.2 Termination by Eagle.
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6.2.1 For Cause. Eagle shall have the right to cancel
and terminate this Agreement and ▇▇▇▇'▇ employment
for Cause immediately on written notice, with ▇▇▇▇'▇
compensation and benefits ceasing as of ▇▇▇▇'▇ last
day of employment, provided, however, that ▇▇▇▇ 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 ▇▇▇▇'▇
employment at any time on written notice without
Cause for any or no reason, with ▇▇▇▇'▇ compensation
and benefits ceasing as of ▇▇▇▇'▇ last day of
employment, subject to the provisions of Section 6.4.
and Article 8.
6.3 Termination by ▇▇▇▇. ▇▇▇▇ shall have the right to cancel
and terminate this Agreement and her employment at any time on
sixty (60) days prior written notice to the Board, with ▇▇▇▇'▇
compensation and benefits ceasing as of ▇▇▇▇'▇ last day of
employment, provided, however, that ▇▇▇▇ 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 ▇▇▇▇'▇ 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 ▇▇▇▇, in the manner set forth below, ▇▇▇▇'▇
Salary at the rate being paid as of the date of termination;
provided, however, that ▇▇▇▇ shall not be entitled to any such
payments of Salary if (i) her employment is terminated due to
her death or long-term disability, or (ii) this Agreement is
rendered null and void pursuant to Section 5.1, or (iii) there
is a Change in Control Termination (as defined in Section
8.2). Any Salary due ▇▇▇▇ pursuant to this Section 6.4 shall
be paid to ▇▇▇▇ in installments on the same schedule as ▇▇▇▇
was paid immediately prior to the date of termination, each
installment to be the same amount ▇▇▇▇ would have been paid
under this Agreement if she had not been terminated. In the
event ▇▇▇▇ breaches any provision of Article 7 of this
Agreement, ▇▇▇▇'▇ entitlement to any Salary payable pursuant
to this Section 6.4, if and to the extent not yet paid, shall
thereupon immediately cease and terminate.
7. Confidentiality; Non-Competition; Non-Interference.
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7.1 Confidential Information. ▇▇▇▇, 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 ▇▇▇▇ any Confidential
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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. ▇▇▇▇ hereby covenants and agrees that ▇▇▇▇
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 ▇▇▇▇'▇ 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 ▇▇▇▇) or
information that is customarily shown or disclosed. ▇▇▇▇
further covenants and agrees that ▇▇▇▇ 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 ▇▇▇▇, or
otherwise provided to or coming into the possession of ▇▇▇▇,
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 ▇▇▇▇'▇ employment, ▇▇▇▇
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 ▇▇▇▇ shall not retain in any tangible form any such
Document or any summary, compilation, synopsis or abstract of
any Document or Eagle Information.
7.4 Non-Competition.
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7.4.1 ▇▇▇▇ hereby acknowledges and agrees that,
during the course of employment by Eagle, ▇▇▇▇ will
become familiar with and involved in all aspects of
the business and operations of Eagle. ▇▇▇▇ hereby
covenants and agrees that from the Commencement Date
until the earlier to occur of (a) the date one
hundred eighty (180) days after ▇▇▇▇'▇ last day of
employment with Eagle or (b) December 31, 2006, ▇▇▇▇
will not at any time (except for Eagle), directly or
indirectly, in any capacity (whether as a proprietor,
owner, agent, officer, director, shareholder,
partner, principal, member, employee, contractor,
consultant or otherwise) render any services to a
bank or savings and loan or a holding company of a
bank or savings and loan (in any case, a "Bank") with
respect to any Bank office, branch or other facility
(in any case, a "Branch") that is located within a
thirty-five (35) mile radius of the location of
Eagle's headquarters on the date hereof (including,
without limitation, being involved in any manner in
the operations of or having any responsibilities with
respect to any Branch).
7.4.2 This Section 7.4 shall not apply if prior to
December 31, 2006, there is a (i) merger or
consolidation of Eagle with a third party in which
Eagle is not the survivor, (ii) sale of a controlling
interest in Eagle to a third party or (iii) a sale of
all or substantially all of the business or assets of
Eagle to a third party, and this Agreement is not
assigned to such third party or ▇▇▇▇'▇ employment
hereunder is otherwise terminated by such third party
in connection with such merger, consolidation or
sale. Further, mere ownership of less than two
percent (2%) of the securities of any publicly held
corporation shall not constitute a violation of this
Section.
7.5 Non-Interference. ▇▇▇▇ hereby covenants and agrees that
during her employment and for a period of twelve (12) months
after ▇▇▇▇'▇ last date of employment with Eagle, ▇▇▇▇ will
not, directly or indirectly, for herself or any other Person
(whether as a proprietor, owner, agent, officer, director,
shareholder, partner, principal, member, employee, contractor,
consultant or any other capacity), induce or attempt to induce
any customers, suppliers, officers, employees, contractors,
consultants, agents or representatives of, or any other person
that has a business relationship with, Eagle or any of its
parent, subsidiaries and affiliates to discontinue, terminate
or reduce the extent of their relationship with Eagle and/or
any such parent, subsidiary or affiliate or to take any action
that would disrupt or otherwise be disadvantageous to any such
relationship, nor will ▇▇▇▇ otherwise solicit any customer or
employee of Eagle on behalf of herself or any other Person or
entity.
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7.6 Injunction. In the event of any breach or threatened or
attempted breach of any such provision by ▇▇▇▇, 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 ▇▇▇▇ and each and every other Person concerned
therein from the continuation of such volatile acts and (ii) a
decree for specific performance of the applicable provisions
of this Agreement, without being required to furnish any bond
or other security.
7.7 Reasonableness.
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7.7.1 ▇▇▇▇ 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. ▇▇▇▇ further
agrees that the restrictions set forth in this
Agreement will not impair or unreasonably restrain
▇▇▇▇'▇ ability to earn a livelihood.
7.7.2 If any court of competent jurisdiction should
determine that the duration, geographical area or
scope of any provision or restriction' set forth in
this Article 7 exceeds the maximum duration,
geographic area or scope that is reasonable and
enforceable under applicable law, the parties agree
that said provision shall automatically be modified
and shall be deemed to extend only over the maximum
duration, geographical area and/or scope as to which
such provision or restriction said court determines
to be valid and enforceable under applicable law,
which determination the parties direct the court to
make, and the parties agree to be bound by such
modified provision or restriction.
8. Change in Control.
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8.1 Definition. "Change in Control" means and shall be
deemed to have occurred if:
(a) there shall be consummated any consolidation or merger of
EBI in which EBI is not the continuing or surviving
corporation or pursuant to which shares of EBI's capital stock
are converted into cash, securities or other property other
than a consolidation or merger of EBI in which the holders of
EBI's voting stock immediately before the consolidation or
merger shall, upon consummation of the consolidation or
merger, own at least 50% of the voting stock of the surviving
corporation, or any sale of all or substantially all of the
assets of EBI;
(b) any person (within the meaning of Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) shall after the Commencement Date become
the beneficial owner (within the meaning of Rules 13d-3 and
13d-5 under the Exchange Act), directly or indirectly, of
securities of EBI representing fifty-one percent (51%) or more
of the voting power of then all outstanding securities of EBI
entitled to vote generally in the election of directors of EBI
(including, without limitation, any securities of EBI that any
such person has the right to acquire pursuant to any
agreement, or upon exercise of conversion rights, warrants or
options, or otherwise, which shall be deemed beneficially
owned by such person); or
(c) individuals who at the Commencement Date constitute the
entire Board of Directors of EBI and any new directors whose
election by the Board of Directors of EBI, or whose nomination
for election by EBI's stockholders, shall have been approved
by a vote of at least a majority of the directors then in
office who either were directors at the Commencement Date or
whose election or nomination for election shall have been so
approved, shall cease for any reason to constitute at least a
majority of the Board of Directors of EBI.
8.2 Change in Control Termination. For purposes of this
Agreement, a "Change in Control Termination" means that while
this Agreement is in effect:
(a) ▇▇▇▇'▇ 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) ▇▇▇▇ is notified within one hundred twenty (120) days
immediately prior to or immediately following consummation of
a Change in Control that, as a result of the Change in
Control, she will not be continued in a
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comparable position (with comparable compensation and
benefits) with Eagle to the position ▇▇▇▇ 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 ▇▇▇▇ held immediately prior to the
Change in Control, and within fifteen (15) days after
receiving such notification ▇▇▇▇ notifies Eagle that she is
terminating her employment due to such change in her
employment, with her last day of employment to be mutually
agreed to by Eagle and ▇▇▇▇ but which shall be not more than
sixty (60) days after such notice is given by ▇▇▇▇; 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, ▇▇▇▇, within
the thirty (30) day period immediately following the last day
of the Action Period, notifies Eagle that she is terminating
her employment due to the Change in Control, with her last day
of employment to be mutually agreed to by Eagle and ▇▇▇▇ but
which shall be not more than sixty (60) days after such notice
is given by ▇▇▇▇.
8.3 Change in Control Payment. If there is a Change in Control
Termination, ▇▇▇▇ shall be paid a lump-sum cash payment (the
"Change Payment") equal to 2.99 times ▇▇▇▇'▇ Salary at the
highest rate in effect during the twelve (12) month period
immediately preceding her last day of employment, such Change
Payment to be made to ▇▇▇▇ within forty-five (45) days after
her last day of employment.
8.4 Adjustment.
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(a) Notwithstanding anything in this Agreement to the
contrary, if the Determining Firm (as defined in Section
8.4(b)) determines that any portion of the Change Payment
and/or the portions, if any, of other payments or
distributions in the nature of compensation by Eagle to or for
the benefit of ▇▇▇▇ (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 ▇▇▇▇.
9. Assignability. ▇▇▇▇ shall have no right to assign this Agreement or
any of ▇▇▇▇'▇ rights or obligations hereunder to another party or
parties.
10. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Maryland applicable to
contracts executed and to be performed therein, without giving to the
choice of law rules thereof.
11. Notices. All notices, requests, demands and other communications
required to be given or permitted to be given under this Agreement
shall be in writing and shall be conclusively deemed to have been given
(1) when hand delivered to the other party, or (2) when received when
by facsimile at the address a number set forth below provided however,
that notices given by facsimile shall no be effective unless either a
duplicate copy of such facsimile notice is promptly given by depositing
same in a States post office first-class postage prepaid and addressed
to the parties as set forth below, or the receiving party delivers a
written confirmation of receipt for such notice either by facsimile or
any other method permitted under this sub additionally, any notice
given by facsimile shall be deemed received on the next business day if
such notice is received after 5:00 p.m. (recipient's time) or on a
non-business day); or three (3) business days after the same have been
deposited in a United States post office with first-class certified
mail, return receipt, postage prepaid and addressed to the parties as
set forth below; or (4) the next business day after same have been
deposited with a national overnight delivery service reasonably
approved by the parties (Federal Express and DHL 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
7
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: ▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇.
▇▇. ▇▇▇▇, ▇▇ ▇▇▇▇▇
To: EagleBank
C/O ▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
cc: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esquire
Shulman, Rogers, Gandal, Pordy & ▇▇▇▇▇, P.A.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
12. Entire Agreement. This Agreement contains all of the agreements and
understandings between the parties hereto with respect to the
employment of ▇▇▇▇ 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 ▇▇▇▇
and her heirs, executors, administrators, and personal and legal
representatives.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
8
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
EAGLEBANK
By:
--------------------------------
Title:
-----------------------------
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------
Date
