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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On January 29, 2020,
EagleBank (“EagleBank” or the “Bank”), the wholly owned subsidiary of Eagle Bancorp, Inc. (the “Company”),
entered into Second Amended and Restated Employment Agreements with Antonio F. Marquez, Executive Vice President and Chief Lending
Officer – Real Estate, and Janice L. Williams, Executive Vice President and Chief Credit Officer, and an Amended and Restated
Employment Agreement with Charles D. Levingston, Executive Vice President and Chief Financial Officer (the “Amended Employment
Agreements“), and an Amended and Restated Non-Compete Agreement (the “Amended Non-Competes”) with each of Mr.
Levingston, Mr. Marquez and Ms. Williams (the “named executive officers”).
Under the Amended Employment
Agreements, each of the named executive officers will continue to serve in their respective current positions., until such time
as their respective Amended Employment Agreement is terminated in accordance with its terms. Under the Amended Employment Agreements,
Mr. Levingston, Mr. Marquez and Ms. Williams are entitled to annual base salaries of $383,040, $463,485 and $466,098, unchanged
from their respective current rates of salary, and participation in all health, welfare, benefit, stock, option and bonus plans,
if any, generally available to all officers and employees of the Bank or the Company. Mr. Levingston, Mr. Marquez and Ms. Williams
are entitled to receive car allowances of $9,000, $13,000 and $9,000, respectively, and are each entitled to a life insurance benefit
of $750,000.
The Amended Employment
Agreements provide that each of the named executive officers would be entitled to 1.99 times the sum of his or her (a) annual salary
at the highest rate in effect during the twelve month period immediately preceding his or her termination date and (b) cash bonus(es)
paid in the most recent twelve months, if his or her employment is terminated without cause (as defined) (i) within one hundred
twenty (120) days immediately prior to and in conjunction with a change in control or (ii) within twelve (12) months following
consummation of a change in control; or within twelve months following consummation of a change in control, his or her title, duties
and or position have been materially reduced such that he or she is not in comparable positions in the publicly traded holding
company and in the bank (with materially comparable compensation, benefits, contractual terms and conditions and responsibilities
and is located within twenty-five (25) miles of his or her primary worksite) to the position he or she held immediately prior to
the change in control, and within thirty (30) days after notification of such reduction he or she notifies the Bank that he or
she is terminating employment due to such change in his/her employment unless such change is cured within thirty (30) days of such
notice by providing him/her with a comparable position (including materially comparable compensation and benefits and is located
within twenty-five (25) miles of his/her primary worksite).
If the employment of
a named executive officer is terminated without cause for reasons other than death, disability or in connection with a change of
control (as defined), he or she would be entitled to payment of health insurance premiums under COBRA for one year, and to continued
health and life insurance benefits for three years if the termination is in connection with a change in control.
The Amended Employment
Agreements contains certain noncompetition, nonsolicitation and nondisparagement provisions.
The Amended Non-Competes
provide that in the event of termination of the employment by the Bank of a named executive officer without “cause”
as defined in his or her Amended Employment Agreement, including without limitation, in the event of a change in control”
as defined in the Amended Employment Agreements, or his or her resignation following a change in control as provided in the Amended
Employment Agreements (collectively, “Separation”), and subject to the timely signing and delivery to the Bank by the
named executive officer of (a) a General Release and Waiver and (b) continued compliance with the provisions of the Amended Non-Competes,
the Bank shall, for one (1) year following the date on which the release is executed and delivered to the Bank, continue to pay
such named executive officer, monthly in arrears, salary at the rate being paid as of the termination date, together with an additional
amount equal to one-twelfth of the most recent annual cash bonus (incentive plan and discretionary), if any, for each month of
the period during which he or she is in full compliance with the provisions of the agreement.
The Amended Non-Competes
require that for one year after termination of the Amended Employment Agreement, the named executive officer will not, 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) engage in employment or provide services to any financial services
enterprise (including but not limited to a savings and loan association, bank, credit union or insurance company) engaged in the
business of offering retail customer and commercial deposit accounts and/or loan products.
The foregoing description
of the terms of the Amended Employment Agreements and the Amended Non-Competes does not represent a complete description of all
provisions of such agreements. Copies of the Amended Employment Agreements and the Amended Non-Competes are included as Exhibits
10.1 through Exhibit 10.6 to this Form 8-K.