Exhibit 10.8
EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
the 12th day of January, 2004 ("Commencement Date"), by and between EagleBank, a
Maryland corporation ("Eagle"), and Wilmer L. Tinley ("Tinley").
RECITAL
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Eagle desires to retain Tinley as Executive Vice President and Chief
Financial Officer of Eagle and Tinley 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 first date 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.
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2.1 Position. Eagle hereby employs Tinley to serve as Executive Vice
President and Chief Financial Officer of Eagle.
2.2 Term. The term of this Agreement and Tinley's employment
hereunder shall commence with the Commencement Date and continue
until December 31, 2006 (the "Term"), unless sooner terminated in
accordance with the provisions of this Agreement.
3. Duties of Tinley.
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3.1 Nature and Substance. Tinley shall report directly to and shall
be under the direction of the President and Chief Executive Officer
of Eagle. The specific powers and duties of Tinley shall be
established, determined and modified by and within the discretion of
the Board.
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3.2 Performance of Services. Tinley agrees to devote his full
business time and attention to the performance of his duties and
responsibilities under this Agreement, and shall use his best
efforts and discharge his duties to the best of his ability for and
on behalf of Eagle and toward its successful operation. Tinley shall
comply with all laws, statutes, ordinances, rules and regulations
relating to his employment and duties. During the Term of this
Agreement, Tinley 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. Tinley agrees that while employed
by Eagle he 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
Tinley's duties to Eagle, present a conflict of interest with Eagle
and/or EBI, breach Tinley's duty of loyalty or fiduciary duties to
Eagle and/or EBI, or otherwise conflict with the provisions of this
Agreement; provided, however, that Tinley shall not be prevented
from investing Tinley's assets in such form or manner as would not
require any services on the part of Tinley 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. Tinley 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 Tinley the following:
4.1 Salary. Beginning on the Commencement Date, Tinley shall be paid
a salary ("Salary") of One Hundred Seventeen Thousand Dollars
($117,000.00) on an annualized basis. Effective January 1, 2004,
Tinley's Salary shall be One Hundred Thirty-Four Thousand Five
Hundred Dollars ($134,500.00) on an annualized basis. Eagle shall
pay Tinley's Salary in equal installments in accordance with Eagle's
regular payroll periods as may be set by Eagle from time to time.
Tinley's salary shall be further increased from time to time at the
discretion of the Board. Tinley shall also be entitled to certain
incentive bonus payments as determined by the Board in its sole
discretion.
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. Tinley 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 executive officers.
4.4 Office Space. Eagle will provide customary office space and
office support to Tinley beginning on the Commencement Date.
4.5 Non-Life Insurance. Eagle will provide Tinley with group health,
disability and other insurance as Eagle may determine appropriate
for all employees of Eagle.
4.6 Life Insurance.
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4.6.1 Eagle will obtain, and maintain at all times while this
Agreement is in effect, a term life insurance policy (the "Policy")
on Tinley in the amount of Six Hundred Thousand ($600,000.00), the
particular product and carrier to be chosen by Eagle in its
discretion. Tinley shall have the right to designate the beneficiary
of the Policy. Eagle will pay the premium for the Policy. In the
event Tinley 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 Six Hundred Thousand
($600,000.00) policy. For example, if Tinley is rated and the
standard rate for a Six Hundred Thousand ($600,000.00) 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.
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4.6.2 Eagle may, at its cost, obtain and maintain "key-man" life
insurance and/or Bank-owned life insurance on Tinley in such amount
as determined by the Board from time to time. Tinley agrees to
cooperate fully and to take all actions reasonably required by Eagle
in connection with such insurance.
4.7 Expenses. Eagle shall promptly upon presentation of proper
expense reports therefor reimburse Tinley, in accordance with the
policies and procedures established from time to time by Eagle for
its senior executive officers, for all reasonable and customary
travel and other out-of-pocket expenses incurred by Tinley in the
performance of his duties and responsibilities under this Agreement
and promoting the business of Eagle, including appropriate
membership fees, dues and the cost of attending meetings and
conventions.
4.8 Retirement Plans. Tinley shall be entitled to participate in any
and all qualified pension or other retirement plans of Eagle which
may be applicable to executive personnel of Eagle.
4.9 Other Benefits. While this Agreement is in effect, Tinley shall
be entitled to all other benefits that Eagle provides from time to
time to its senior executive officers, including, but not limited
to, any stock option plan and other incentive plans.
4.10 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.
4.11 Warrants. Tinley 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. In that
regard, it is acknowledged that concurrent with the execution of
this Agreement Tinley will be granted stock options for five
thousand (5,000) shares in accordance with the EBI 1998 Stock Option
Plan under a vesting schedule as determined by EBI. Additional
options may be granted during the term of this Agreement.
5. Conditions Subsequent to Continued Operation and Effect of
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Agreement.
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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 Tinley in connection with or associated with
the services rendered by Tinley 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
Tinley as a result of his negligence, fraud, malfeasance or
misconduct;
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(d) any of the following conduct on the part of Tinley that
Tinley has not been 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 Tinley to an extent which
materially interferes with or prevents
Tinley from performing Tinley's duties under
this Agreement;
(ii) failure by or the inability of Tinley to
devote full time, attention and energy to
the performance of Tinley's duties pursuant
to this Agreement (other than by reason of
his death or disability);
(iii) intentional material failure by Tinley to
carry out the explicit lawful and reasonable
directions, instructions, policies, rules,
regulations or decisions of the Board which
are consistent with his position; or
(iv) willful or intentional misconduct on the
part of Tinley that results in substantial
injury to Eagle or any of its parent,
subsidiaries or affiliates.
6.2 Termination by Eagle.
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6.2.1 For Cause. Eagle shall have the right to cancel and terminate
this Agreement and Tinley's employment for Cause immediately on
written notice, with Tinley's compensation and benefits ceasing as
of Tinley's last day of employment, provided, however, that Tinley
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 Tinley's employment at any time on
written notice without Cause for any or no reason, with Tinley's
compensation and benefits ceasing as of Tinley's last day of
employment, subject to the provisions of Section 6.4. and Article 8.
6.3 Termination by Tinley. Tinley shall have the right to cancel and
terminate this Agreement and his employment at any time on sixty (60)
days prior written notice to the Board, with Tinley's compensation and
benefits ceasing as of Tinley's last day of employment, provided,
however, that Tinley 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 Tinley'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 Tinley,
in the manner set forth below, Tinley's Salary at the rate being paid as
of the date of termination; provided, however, that Tinley shall not be
entitled to any such payments of Salary if (i) his employment is
terminated due to his 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 Tinley pursuant to this Section 6.4 shall be paid to
Tinley in installments on the same schedule as Tinley was paid
immediately prior to the date of termination, each installment to be the
same amount Tinley would have been paid under this Agreement if he had
not been terminated. In the event Tinley breaches any provision of
Article 7 of this Agreement, Tinley'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. Tinley, 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
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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 affect its status as part of the Confidential Information subject to
the terms of this Agreement.
7.2 Nondisclosure. Tinley hereby covenants and agrees that Tinley shall
not at any time, directly or indirectly, disclose, divulge, reveal,
report, publish, or transfer any Confidential Information to any Person,
or use Confidential Information in any way or for any purpose, except as
required in the course of Tinley's employment by Eagle. The covenant set
forth in this Section 7.2 shall not apply to information now known by
the public or which becomes known generally to the public (other than as
a result of a breach of this Article 7 by Tinley) or information that is
customarily shown or disclosed. Tinley further covenants and agrees that
Tinely shall not at any time, directly or indirectly, disclose to any
Person, including but not limited to any other employee of EBI or Eagle,
any of the terms of this Agreement.
7.3 Documents. All files, papers, records, documents, compilations,
summaries, lists, reports, notes, databases, tapes, sketches, drawings,
memoranda, and similar items (collectively, "Documents"), whether
prepared by Tinley, or otherwise provided to or coming into the
possession of Tinley, that contain any proprietary information about or
pertaining or relating to Eagle, its parent, subsidiaries and/or
affiliates and/or their businesses ("Eagle Information") shall at all
times remain their exclusive property. Promptly after a request by Eagle
or the termination of Tinley's employment, Tinley shall take reasonable
efforts to (i) return to Eagle all Documents in any tangible form
(whether originals, copies or reproductions) and all computer disks
containing or embodying any Document or Eagle Information and (ii) purge
and destroy all Documents and Eagle Information in any intangible form
(including computerized, digital or other electronic format) as may be
requested by in writing by the Chairman of the Board of Eagle, and
Tinley shall not retain in any tangible form any such Document or any
summary, compilation, synopsis or abstract of any Document or Eagle
Information.
7.4 Non-Competition.
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7.4.1 Tinley hereby acknowledges and agrees that, during the course
of employment by Eagle, Tinley will become familiar with and
involved in all aspects of the business and operations of Eagle.
Tinley hereby covenants and agrees that from the Commencement Date
until the earlier to occur of (a) the date one hundred eighty (180)
days after Tinley's last day of employment with Eagle or (b)
December 31, 2006, Tinley will not at any time (except for Eagle),
directly or indirectly, in any capacity (whether as a proprietor,
owner, agent, officer, director, shareholder, partner, principal,
member, employee, contractor, consultant or otherwise) render any
services to a bank or savings and loan or a holding company of a
bank or savings and loan (in any case, a "Bank") with respect to
any Bank office, branch or other facility (in any case, a "Branch")
that is located within a thirty-five (35) mile radius of the
location of Eagle's headquarters on the date hereof (including,
without limitation, being involved in any manner in the operations
of or having any responsibilities with respect to any Branch).
7.4.2 This Section 7.4 shall not apply if prior to December 31,
2006, there is a (i) merger or consolidation of Eagle with a third
party in which Eagle is not the survivor, (ii) sale of a
controlling interest in Eagle to a third party or (iii) a sale of
all or substantially all of the business or assets of Eagle to a
third party, and this Agreement is not assigned to such third party
or Tinley's employment hereunder is otherwise terminated by such
third party in connection with such merger, consolidation or sale.
Further, mere ownership of less than two percent (2%) of the
securities of any publicly held corporation shall not constitute a
violation of this Section.
7.5 Non-Interference. Tinley hereby covenants and agrees that during his
employment and for a period of twelve (12) months after Tinley's last
date of employment with Eagle, Tinley will not, directly or indirectly,
for himself or any other Person (whether as a proprietor, owner, agent,
officer, director, shareholder, partner, principal, member, employee,
contractor, consultant or any other capacity), induce or attempt to
induce any customers, suppliers, officers, employees, contractors,
consultants, agents or representatives of, or any other person that has
a business relationship with, Eagle or any of its parent, subsidiaries
and affiliates to discontinue, terminate or reduce the extent of their
relationship with Eagle and/or any such parent, subsidiary or affiliate
or to take any action that would disrupt or otherwise be disadvantageous
to any such relationship,
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nor will Tinley otherwise solicit any customer or employee of Eagle on
behalf of himself or any other Person or entity.
7.6 Injunction. In the event of any breach or threatened or attempted
breach of any such provision by Tinley, Eagle shall, in addition to and
not to the exclusion of any other rights and remedies at law or in
equity, be entitled to seek and receive from any court of competent
jurisdiction (i) full temporary and permanent injunctive relief
enjoining and restraining Tinley and each and every other Person
concerned therein from the continuation of such volatile acts and (ii) a
decree for specific performance of the applicable provisions of this
Agreement, without being required to furnish any bond or other security.
7.7 Reasonableness.
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7.7.1 Tinley has carefully read and considered the provisions of
this Article 7 and, having done so, agrees that the restrictions and
agreements set forth in this Article 7 are fair and reasonable and
are reasonably required for the protection of the interests of Eagle
and its business, shareholders, directors, officers and employees.
Tinley further agrees that the restrictions set forth in this
Agreement will not impair or unreasonably restrain Tinley's ability
to earn a livelihood.
7.7.2 If any court of competent jurisdiction should determine that
the duration, geographical area or scope of any provision or
restriction' set forth in this Article 7 exceeds the maximum
duration, geographic area or scope that is reasonable and
enforceable under applicable law, the parties agree that said
provision shall automatically be modified and shall be deemed to
extend only over the maximum duration, geographical area and/or
scope as to which such provision or restriction said court
determines to be valid and enforceable under applicable law, which
determination the parties direct the court to make, and the parties
agree to be bound by such modified provision or restriction.
8. Change in Control.
8.1 Definition. "Change in Control" means and shall be deemed to have
occurred if:
(a) there shall be consummated any consolidation or merger of EBI in
which EBI is not the continuing or surviving corporation or pursuant to
which shares of EBI's capital stock are converted into cash, securities
or other property other than a consolidation or merger of EBI in which
the holders of EBI's voting stock immediately before the consolidation
or merger shall, upon consummation of the consolidation or merger, own
at least 50% of the voting stock of the surviving corporation, or any
sale of all or substantially all of the assets of EBI;
(b) any person (within the meaning of Sections 13(d) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) shall
after the Commencement Date become the beneficial owner (within the
meaning of Rules 13d-3 and 13d-5 under the Exchange Act), directly or
indirectly, of securities of EBI representing fifty-one percent (51%) or
more of the voting power of then all outstanding securities of EBI
entitled to vote generally in the election of directors of EBI
(including, without limitation, any securities of EBI that any such
person has the right to acquire pursuant to any agreement, or upon
exercise of conversion rights, warrants or options, or otherwise, which
shall be deemed beneficially owned by such person); or
(c) individuals who at the Commencement Date constitute the entire Board
of Directors of EBI and any new directors whose election by the Board of
Directors of EBI, or whose nomination for election by EBI's
stockholders, shall have been approved by a vote of at least a majority
of the directors then in office who either were directors at the
Commencement Date or whose election or nomination for election shall
have been so approved, shall cease for any reason to constitute at least
a majority of the Board of Directors of EBI.
8.2 Change in Control Termination. For purposes of this Agreement, a
"Change in Control Termination" means that while this Agreement is in
effect:
(a) Tinley's employment with Eagle is terminated without Cause within
one hundred twenty (120) days immediately (i) prior to and in
conjunction with a Change in Control or (ii) following consummation of a
Change in Control; or
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(b) Tinley is notified within one hundred twenty (120) days immediately
prior to or immediately following consummation of a Change in Control
that, as a result of the Change in Control, he will not be continued in
a comparable position (with comparable compensation and benefits) with
Eagle to the position Tinley holds at the time such notice is given if
the notice is given prior to the Change in Control or, if the notice is
given after a Change in Control, to the position Tinley held immediately
prior to the Change in Control, and within fifteen (15) days after
receiving such notification Tinley notifies Eagle that he is terminating
his employment due to such change in his employment, with his last day
of employment to be mutually agreed to by Eagle and Tinley but which
shall be not more than sixty (60) days after such notice is given by
Tinley; or
(c) If at the expiration of the one hundred twenty (120) day period
immediately following consummation of a Change in Control (the "Action
Period") none of the events described in Sections 8.2(a) and 8.2(b)
above have occurred, Tinley, within the thirty (30) day period
immediately following the last day of the Action Period, notifies Eagle
that he is terminating his employment due to the Change in Control, with
his last day of employment to be mutually agreed to by Eagle and Tinley
but which shall be not more than sixty (60) days after such notice is
given by Tinley.
8.3 Change in Control Payment. If there is a Change in Control
Termination, Tinley shall be paid a lump-sum cash payment (the "Change
Payment") equal to 2.99 times Tinley's Salary at the highest rate in
effect during the twelve (12) month period immediately preceding his
last day of employment, such Change Payment to be made to Tinley within
forty-five (45) days after his last day of employment.
8.4 Adjustment.
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(a) Notwithstanding anything in this Agreement to the contrary, if the
Determining Firm (as defined in Section 8.4(b)) determines that any
portion of the Change Payment and/or the portions, if any, of other
payments or distributions in the nature of compensation by Eagle to or
for the benefit of Tinley (including, but not limited to, the value of
the acceleration in vesting of restricted stock, options or any other
stock-based compensation) whether or not paid or payable or distributed
or distributable pursuant to the terms of this Agreement (collectively
with the Change Payment, the "Aggregate Payment"), would cause any
portion of the Aggregate Payment to be subject to the excise tax imposed
by Code Section 4999 or would be nondeductible by Eagle pursuant to Code
Section 280G (such portion subject to the excise tax or being
nondeductible, the "Parachute Payment"), the Aggregate Payment will be
reduced, beginning with the Change Payment, to an amount which will not
cause any portion of the Aggregate Payment to constitute a Parachute
Payment.
(b) All determinations required to be made under this Section 8.4, will
be made by a reputable law or accounting firm (the "Determining Firm")
selected by Eagle. All fees and expenses of the Determining Firm will be
obligations solely of Eagle. The determination of the Determining Firm
will be binding upon Eagle and Tinley.
9. Assignability. Tinley shall have no right to assign this Agreement or
any of Tinley's rights or obligations hereunder to another party or
parties.
10. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Maryland applicable to contracts
executed and to be performed therein, without giving to the choice of law
rules thereof.
11. Notices. All notices, requests, demands and other communications
required to be given or permitted to be given under this Agreement shall be
in writing and shall be conclusively deemed to have been given (1) when
hand delivered to the other party, or (2) when received when by facsimile
at the address a number set forth below provided however, that notices
given by facsimile shall no be effective unless either a duplicate copy of
such facsimile notice is promptly given by depositing same in a States post
office first-class postage prepaid and addressed to the parties as set
forth below, or the receiving party delivers a written confirmation of
receipt for by facsimile shall be deemed received on the next business day
if such notice is received after 5:00 p.m. (recipient's time) or on a
non-business day); or three (3) business days after the same have been
deposited in a United States post office with first-class certified mail,
return receipt, postage prepaid and addressed to the parties as set forth
below; or (4) the next business day after same have been deposited with a
national overnight delivery service reasonably approved by the parties
(Federal Express and DHL
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WorldWide Express being deemed approved by the parties), postage prepaid,
addressed to the parties as set forth below with next-business-day delivery
guaranteed, provided that the sending party received a confirmation of
delivery from the delivery service provider. The address of a party set
forth below may be changed by that party by written notice to the other
from time to time pursuant to this Article.
To: Wilmer L. Tinley
3829 N. Upland Street
Arlington, VA 22207
To: EagleBank
C/O Ronald D. Paul
7815 Woodmont Avenue
Bethesda, MD 20814
cc: Fred S. Sommer, Esquire
Shulman, Rogers, Gandal, Pordy & Ecker, P.A.
11921 Rockville Pike, Third Floor
Rockville, MD 20852
12. Entire Agreement. This Agreement contains all of the agreements and
understandings between the parties hereto with respect to the employment of
Tinley by Eagle, and supersedes all prior agreements, arrangements and
understandings related to the subject matter hereof. No oral agreements or
written correspondence shall be held to affect the provisions hereof. No
representation, promise, inducement or statement of intention has been made
by either party that is not set forth in this Agreement, and neither party
shall be bound by or liable for any alleged representation, promise,
inducement or statement of intention not so set forth.
13. Headings. The Article and Section headings contained in this Agreement
are for reference purposes only and shall not in any way affect the meaning
or interpretation of this Agreement.
14. Severability. Should any part of this Agreement for any reason be
declared or held illegal, invalid or unenforceable, such determination
shall not affect the legality, validity or enforceability of any remaining
portion or provision of this Agreement, which remaining portions and
provisions shall remain in force and effect as if this Agreement has been
executed with the illegal, invalid or unenforceable portion thereof
eliminated.
15. Amendment: Waiver. Neither this Agreement nor any provision hereof may
be amended, modified, changed, waived, discharged or terminated except by
an instrument in writing signed by the party against which enforcement of
the amendment, modification, change, waiver, discharge or termination is
sought. The failure of either party at any time or times to require
performance of any provision hereof shall not in any manner affect the
right at a later time to enforce the same. No waiver by either party of the
breach of any term, provision or covenant contained in this Agreement,
whether by conduct or otherwise, in any one or more instances, shall be
deemed to be, or construed as, a further or continuing waiver of any such
breach, or a waiver of the breach of any other term, provision or covenant
contained in this Agreement.
16. Gender and Tense. As used in this Agreement, the masculine, feminine
and neuter gender, and the singular or plural number, shall each be deemed
to include the other or others whenever the context so indicates.
17. Binding Effect. This Agreement is and shall be binding upon, and inures
to the benefit of, Eagle, its successors and assigns, and Tinley and his
heirs, executors, administrators, and personal and legal representatives.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
EagleBank
By:
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Title:
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/s/ WILMER L. TINLEY
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Wilmer L. Tinley
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Date