EAGLE BANCORP INC

Agreements with the Paul Saltzman, Executive Vice President, Chief Legal Officer

On February 21, 2024, the Bank and Paul Saltzman, Executive Vice President and Chief Legal Officer of the Bank and the Company, entered into an amended and restated employment agreement (the “Amended Employment Agreement”) and an amended and restated non-compete agreement (the “Amended Non-Compete”), each of which superseded and replaced his prior agreements.

Under the Amended Employment Agreement, Mr. Saltzman is entitled to an annual base salary of $419,247, which can be increased but not decreased without the consent of Mr. Saltzman other than as part of a salary reduction applicable to all senior executives of the Bank. In addition, Mr. Saltzman is eligible to participate in benefit plans generally available to similarly situated officers and employees of the Bank. The Amended Employment Agreement also includes an annual car allowance of $9,000 payable in equal installments in accordance with the Bank’s regular payroll practices and a housing allowance of up to $2,246.83 per month for a maximum of 24 months from the effective date of the Amended Employment Agreement. In addition, if Mr. Saltzman obtains a life insurance policy with a benefit of up to $750,000, then during the term of the Amended Employment Agreement, the Bank will reimburse Mr. Saltzman the cost of the premiums on the life insurance policy.

If Mr. Saltzman’s employment is terminated by the Bank without cause (as defined in the agreement), he is entitled to a lump sum cash payment equal to 12 times his total monthly premium (i.e., his portion and the Bank’s portion) of his health, dental and vision insurance premiums, payable within 60 days following his date of termination, provided that he timely executes, and does not revoke, a general release of claims.

In the event that Mr. Saltzman’s employment is terminated by the Bank without cause within 120 days immediately prior to and in conjunction with a change in control (as defined in the Amended Employment Agreement) or within 12 months following the consummation of a change in control, or if, within 12 months following the consummation of a change in control, Mr. Saltzman terminates his employment following (i) a material reduction in his title, duties, and/or position, (ii) a material reduction in in his compensation, benefits, contractual terms, or responsibilities, or (iii) a relocation of his primary worksite or more than 25 miles (items (i) through (iii) are referred to as a “good reason”), the Amended Employment Agreement provides that Mr. Saltzman would be entitled to a lump sum cash payment equal to (i) 0.99 times the sum of (a) his annual salary at the highest rate in effect during the 12-month period immediately preceding his termination date, plus (b) his annual incentive cash bonuses paid in the most recent 12-month period, and (ii) 36 times the total monthly premium (i.e., his portion and the Bank’s portion) of his health, dental and vision insurance premiums. The lump sum cash payment will be payable within 60 days following the later of Mr. Saltzman’s date of termination of employment or the effective date of the change in control, subject to Mr. Saltzman executing, and not revoking, a general release of claims. The payment will be reduced by an amount necessary to avoid any excise tax or penalties under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), only if such reduction results in a greater after-tax benefit to Mr. Saltzman.

The Amended Employment Agreement contains non-competition and non-solicitation restrictions that apply during the term and for one year following Mr. Saltzman’s termination of employment. The Amended Employment Agreement also contains confidentiality, cooperation, and non-disparagement provisions.

The Amended Non-Compete provides that if the Bank terminates Mr. Saltzman’s employment without cause (as defined in the Amended Employment Agreement), or within 12 months following the consummation of a change in control, Mr. Saltzman terminates his employment for good reason (as set forth above), the Bank will continue to pay Mr. Saltzman the sum of (i) one-twelfth of his annual salary at the highest rate in effect during the 12-month period immediately preceding his termination date, plus (ii) one-twelfth his annual incentive cash bonuses paid in the most recent 12-month period, payable in equal monthly installments for one year contingent on and following the date on which the general release of claims is executed and delivered to the Bank. The payments are also contingent on Mr. Saltzman’s compliance with the conditions and requirements set forth in the Amended Non-Compete. The Amended Non-Compete requires that for a period of one year after termination of employment, Mr. Saltzman 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.

Retirement Announcement of Lindsey Rheaume, Executive Vice President & Chief Lending Officer – Commercial and Industrial

On February 23, 2024, Lindsey Rheaume, currently Executive Vice President & Chief Lending Officer – Commercial and Industrial, announced his retirement from the Company and the Bank effective July 15, 2024, and entered into a Transition Agreement with General Release of Claims (the “Transition Agreement”) with the Company and the Bank as of the same date. The Transition Agreement , which memorializes a negotiated severance arrangement, provides for Mr. Rheaume’s continued employment with the Company in his current capacity until July 15, 2024 (the “Termination Date”). In exchange for Mr. Rheaume’s continued services through the Termination Date, the Company will treat Mr. Rheaume as eligible for Normal Retirement Benefits for purposes of his Supplemental Executive Retirement Plan and reimburse Mr. Rheaume for his COBRA payments for 12 months following the Termination Date. In addition, the Transition Agreement provides that, in connection with his retirement, Mr. Rheaume will forfeit his outstanding performance-based restricted stock awards and continue to vest in his time-based retirement stock awards. The Transition Agreement supersedes Mr. Rheaume’s existing Employment Agreement and Non-Compete Agreement except with respect for certain surviving non-financial provisions, including restrictive covenant obligations.

The foregoing summary of Mr. Rheaume’s Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the Transition Agreement, which is filed herewith as Exhibit 10.32 and incorporated by reference herein in its entirety.

Resignation Announcement of Jay Namputhiripad, Executive Vice President and Chief Risk Officer of EagleBank

On February 27, 2024, Jay Namputhiripad, Executive Vice President and Chief Risk Officer of EagleBank resigned effective immediately. Jay Namputhiripad was not an executive officer of the Company. Chief Risk Officer responsibilities will be temporarily assumed by Eric Newell, Executive Vice President and Chief Financial Officer of the Company until a replacement Chief Risk Officer is appointed. The Bank is actively recruiting for a new Chief Risk Officer.

Replacement of Clawback Policy

In October 2023, the Board of Directors adopted the Eagle Bancorp, Inc. Clawback Policy, replacing our former Clawback Policy.

The Clawback Policy is consistent with the SEC's adoption of new rules to implement Section 954 of the Dodd-Frank Act and corresponding Nasdaq listing standards and generally provides for the recoupment of erroneously awarded incentive-based compensation received by current and former executive officers (as defined in Rule 10D-1 of the Exchange Act), including our NEOs, during the three completed fiscal years immediately preceding the date that the Company is required to prepare an accounting restatement.

(b)Director and Officer Trading Arrangements:

During the three months ended December 31, 2023, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.