SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 10, 2005
Eagle Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Maryland 0-25923 52-2061461
(State or other jurisdiction (Commission file number) (IRS Employer
of incorporation) Number)
7815 Woodmont Avenue, Bethesda, Maryland 20814
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 301.986.1800
Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (See General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry Into a Material Definitive Agreement
Item 5.02 Departure of Director or Principal Officers; Election of Directors;
Appointment of Principal Officers
Item 7.01 Regulation FD Disclosure
On January 10, 2005, James H. Langmead was appointed as Executive Vice
President and Chief Financial Officer of EagleBank (the "Bank"), the primary
subsidiary of Eagle Bancorp, Inc. Wilmer L. Tinley, will continue to serve as
Chief Financial Officer of Eagle Bancorp, Inc.
Mr. Langmead and EagleBank have entered into an employment agreement,
effective as of January 3, 2005, pursuant to which Mr. Langmead will serve as
Chief Financial Officer of the Bank. Under the employment agreement, which
expires December 31, 2006, Mr. Langmead is entitled to an annual base salary of
$178,000, $600,000 of Bank paid life insurance (at standard rates), and
participation in all other health, welfare, benefit, stock, option and bonus
plans, if any, generally available to officers or employees of the Bank or the
Company. In connection with the execution of his employment agreement, Mr.
Langmead was granted options to purchase 5,000 shares, vesting in two
installments, at a price of $20.57 per share. If Mr. Langmead's employment is
terminated without cause for reasons other than death, disability or in
connection with a change in control (as defined), he would be entitled to
receive continued payment of base salary through the end of the term of his
agreement, subject to his compliance with certain confidentiality and
noninterference provisions of the employment agreement. In the event of
termination of Mr. Langmead's employment, or reduction in his compensation or
position or responsibilities within 120 days before or after a change in
control, or the voluntary termination of employment within the 30 day period
following 120 days after a change in control, Mr. Langmead would be entitled to
receive a lump sum payment equal to 2.99 times his base salary, subject to
adjustment to avoid adverse tax consequences resulting from characterization of
such amount for tax purposes as a "parachute payment."
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EAGLE BANCORP, INC.
By: /s/ Ronald D. Paul
-----------------------------------------
Ronald D. Paul, President, Chief Executive
Officer
Dated: January 21, 2005