This Employee Retention Agreement involves
Title: EMPLOYMENT AGREEMENT
Governing Law: Maryland Date: 8/11/2008
Industry: Regional Banks Sector: Financial
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 1st day of January 2007 (“Commencement Date”), by and between EagleBank, a Maryland corporation (“Eagle”), and Janice Williams (“Williams”).
Eagle desires to retain Williams as Senior Vice President, Chief Credit Officer of Eagle and Williams 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 Williams to serve as Senior Vice President and Chief Credit Officer of Eagle.
2.2 Term. The term of this Agreement and Williams’s employment hereunder shall commence with the Commencement Date and continue until December 31, 2009 (the “Term”), unless sooner terminated in accordance with the provisions of this Agreement.
3. Duties of Williams .
3.1 Nature and Substance. Williams shall report directly to and shall be under the direction of the Chief Executive Officer of Eagle. The specific powers and duties of Williams shall be established, determined and modified by and within the discretion of the Board.
3.2 Performance of Services. Williams 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. Williams shall comply with all laws, statutes, ordinances, rules and regulations relating to her employment and duties. During the Term of her employment, Williams 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. Williams 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 Williams’s duties to Eagle, present a conflict of interest with Eagle and/or EBI, breach Williams’s duty of loyalty or fiduciary duties to Eagle and/or EBI, or otherwise conflict with the provisions of this Agreement; provided, however, that Williams shall not be prevented from investing Williams’s assets in such form or manner as would not require any services on the part of Williams 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. Williams 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 Williams the following:
4.1 Salary. Beginning on the Commencement Date, Williams shall be paid a salary (“Salary”) of One Hundred Forty-Five Thousand Dollars ($145,000.00) on an annualized basis. Eagle shall pay Williams’s Salary in equal installments in accordance with Eagle’s regular payroll periods as may be set by Eagle from time to time. Williams’s salary shall be further increased from time to time at the discretion of the Board. Williams shall also be entitled to certain incentive bonus payments as determined by Board approved incentive plans.
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. Williams 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 senior officers.
4.4 Office Space. Eagle will provide customary office space and office support to Williams beginning on the Commencement Date.
4.5 Car Allowance . Eagle will pay William an annual car allowance of Six Thousand Dollars ($6,000).
4.6 Non-Life Insurance. Eagle will provide Williams with group health, disability and other insurance as Eagle may determine appropriate for all employees of Eagle.
4.7 Life Insurance.
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 Williams in the amount of Seven Hundred Fifty Thousand ($750,000.00), the particular product and carrier to be chosen by Eagle in its discretion. Williams shall have the right to designate the beneficiary of the Policy. Eagle will pay the premium for the Policy. In the event Williams 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 Seven Hundred Fifty Thousand ($750,000.00) policy. For example, if Williams is rated and the standard rate for a Seven Hundred Fifty Thousand ($750,000.00) 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.
4.8 Parking . Will be provided by Eagle.
4.9 Expenses. Eagle shall promptly upon presentation of proper expense reports therefore pay or reimburse Williams, in accordance with the policies and procedures established from time to time by Eagle for its officers, for all reasonable and customary travel and other out-of-pocket expenses incurred by Williams 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 seminars, meetings and conventions.
4.10 Retirement Plans. Williams shall be entitled to participate in any and all qualified pension or other retirement plans of Eagle which may be applicable to senior personnel of Eagle.
4.11 Other Benefits. While this Agreement is in effect, Williams shall be entitled to all other benefits that Eagle provides from time to time to its officers, including, but not limited to, any stock option plan and other incentive plans.
4.12 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.
4.13 Warrants. Williams 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.
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.
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 Williams in connection with or associated with the services rendered by Williams 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 Williams as a result of her negligence, fraud, malfeasance or misconduct;
(d) any of the following conduct on the part of Williams that Williams 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 Williams to an extent which materially interferes with or prevents Williams from performing Williams’s duties under this Agreement;
(ii) failure by or the inability of Williams to devote full time, attention and energy to the performance of Williams’s duties pursuant to this Agreement (other than by reason of her death or disability);
(iii) intentional material failure by Williams 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 Williams 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 Williams’s employment for Cause immediately on written notice, with Williams’s compensation and benefits ceasing as of Williams’s last day of employment, provided, however, that Williams 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 Williams’s employment at any time on written notice without Cause for any or no reason, with Williams’s compensation and benefits ceasing as of Williams’s last day of employment, subject to the provisions of Section 6.4. and Article 8.
6.3 Termination by Williams. Williams 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 Williams’s compensation and benefits ceasing as of Williams’s last day of employment, provided, however, that Williams 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 Williams’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 Williams, in the manner set forth below, Williams’s Salary and benefits at the rate being paid as of the date of termination; provided, however, that Williams 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 Williams pursuant to this Section 6.4 shall be paid to Williams in installments on the same schedule as Williams was paid immediately prior to the date of termination, each installment to be the same amount Williams would have been paid under this Agreement if she had not been terminated. In the event Williams breaches any provision of Article 7 of this Agreement, Williams’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.
7 . Confidentiality; Non-Competition; Non-Interference .
7.1 Confidential Information. Williams, 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 mark any Confidential Information as confidential, proprietary or protected information shall not aff