Exhibit 10.11
EMPLOYMENT
AGREEMENT
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”).
RECITAL
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.
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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:
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(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
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Change in Control Termination (as
defined in Secti
