EGBN Eagle Bancorp Inc

UNITED STATES

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): November 2, 2015

Eagle Bancorp, Inc.

(Exact name of registrant as specified in its charter)

7830 Old Georgetown Road, Third Floor, 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):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.                                        Departure of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)           On November 2, 2015, David P. Summers, a director of Eagle Bancorp, Inc. (the “Company”) and its wholly owned subsidiary EagleBank, notified the Company and Bank that he intends to resign from the Board of Directors of the Company and Bank, and all committees of which he is a member, effective as of December 31, 2015.  Mr. Summer’s resignation is not because of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices. On November 3, 2015, the Company, EagleBank and Mr. Summers entered into a First Amendment to Mr. Summer’s Director Compensation Agreement (the “Amendment”), dated October 31, 2014, terminating that agreement effective December 31, 2015, and establishing certain matters relating to the Company’s, EagleBank’s and Mr. Summer’s’ continuing rights and obligations following his termination of service. A copy of the Amendment is included as Exhibit 10.1 to this filing.

Item 9.01                                           Financial Statement and Exhibits.

(d)                                                                                 Exhibits

10.1                        First Amendment to Director Compensation Agreement among Eagle Bancorp, Inc., EagleBank and David P. Summers

2

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.

Dated: November 4, 2015

3

Exhibit 10.1

FIRST AMENDMENT TO DIRECTOR COMPENSATION AGREEMENT

This FIRST AMENDMENT TO DIRECTOR COMPENSATION AGREEMENT is made and entered into as of November 3, 2015 by and among Eagle Bancorp, Inc., a Maryland corporation (“Bancorp”), EagleBank, a Maryland chartered commercial bank and the wholly owned subsidiary of Bancorp (“Bank”) and David P. Summers (“Summers”).

RECITALS:

R-1. Summers serves on the board of directors of Bancorp and Bank.

R-2. Bancorp, Bank and Summers are parties to that certain Director Compensation Agreement dated as of October 31, 2014 (the “Agreement”).

R-3. Summers informed Bancorp and Bank on November 2, 2015 that he intends to resign as a member of the respective boards of directors (collectively, the “Boards”), effective December 31, 2015 (the “Resignation Date”).

R-4. The parties desire to have the Agreement terminate as of the Resignation Date.

AGREEMENT

NOW, THEREFORE, for Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged the parties hereto agree as follows:

1.              Bancorp and Bank accept Summers’ resignations from the Boards, effective on the Resignation Date. Summers acknowledges and agrees that he did not resign as a result of any dispute with the Chairman or Vice Chairman of either Board or with Bancorp or Bank management over its operations, policies or practices.

2.              The Agreement shall terminate as of the Resignation Date. Any compensation that accrues on or prior to the Resignation Date but is payable after such date shall be paid to Summers in the ordinary course. Notwithstanding such termination, Summers shall remain obligated with respect to the provisions of the Agreement that survive termination, including but not limited to the confidentiality, nondisparagement and cooperation provisions thereof. Since compensation will cease as of the Resignation Date, the Non-Competition provisions of the Agreement shall not apply after the Resignation Date.

3.              Bancorp reserves the right, but not the obligation, to award one or more bonuses, in cash or in equity, to Summers after the Resignation Date with respect to his service in 2015 on the Boards.

4.              Nothing herein affects Summers’ independent obligations under that certain Non-Competition, Non-Solicitation and Non-Disparagement Agreement delivered by Summers in connection with the merger of Virginia Heritage Bank into Bank, dated as of June 9, 2014.

5.              This Agreement shall be binding up on and inure to the benefit of Bancorp and Bank, Summers, and their respective heirs, executors, successors and assigns.

IN WITNESS WHEREOF, the parties have signed this Amendment as of the date first above written.

2