AMENDEDAND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.3

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 2^nd day of December, 2008, by and among Eagle Bancorp, Inc., a Maryland corporation (“Bancorp), EagleBank, a Maryland chartered commercial bank (the “Bank”), and Michael T. Flynn (“Flynn”).

RECITALS:

WHEREAS, the Bank and Flynn are parties to an Employment Agreement dated January 1, 2007 (the “Original Agreement”), pursuant to which Flynn serves as Executive Vice President and Chief Operating Officer of Bancorp and as Executive Vice President of the Bank; and

WHEREAS, the parties believe that amendment of the Original Agreement is appropriate in order to ensure that Section 409A(a)(1)(B) of the Internal Revenue Code does not impose additional tax and interest on payments to Flynn; and

WHEREAS, the parties believe that amendment of the Original Agreement is appropriate in order to ensure that the provisions thereof do not impede the ability of the Bank and its affiliates to receive funds from the U.S. Department of Treasury pursuant to the Troubled Assets Relief Plan Capital Purchase Program; and

WHEREAS, to accomplish the foregoing, the parties desire to hereby enter into this Agreement to supersede and replace the Original Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1.             Employment.  Bancorp agrees to employ Flynn, and Flynn agrees to be employed as Executive Vice President and Chief Operating Officer of Bancorp and as Executive Vice President of the Bank, subject to the terms and provisions of this Agreement.

2.             Certain Definitions.  As used in this Agreement, the following terms have the meanings set forth below:

2.1           “Affiliate” means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by or under common control with such Person, (ii) any Person owning or controlling fifty percent (50%) or more of the outstanding voting interests of such Person, (iii) any officer, director, general partner, managing member, or trustee of, or Person serving in a similar capacity with respect to, such Person, or (iv) any Person who is an officer, director, general partner, member, trustee, or holder of fifty percent (50%) or more of the voting interests of any Person described in clauses (i), (ii), or (iii) of this sentence. For purposes of this definition, the terms “controlling,” “controlled by,” or “under common control with” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

2.2           “Bancorp” is defined in the Recitals.

2.3           “Bancorp Board” means the Board of Directors of Bancorp.

2.4           “Bank” is defined in the Recitals.  If the Bank is merged into any other Entity, or transfers substantially all of its business operations or assets to another Entity, the term “Bank” shall be deemed to include such successor Entity for purposes of applying Article 8 of this Agreement.

2.5           “Bank Entities” means and includes any of the Bank, Bancorp and their Affiliates.

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2.6           “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 the Bank or any transaction contemplated, undertaken or proposed to be undertaken by the Bank, 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 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.

2.7           “Board” means the Board of Directors of the Bank.

2.8           “Code” means the Internal Revenue Code of 1986, as amended.

2.9           “Competitive Business” means the banking and financial services business, which includes, without limitation, consumer savings, commercial banking, the insurance and trust business, the savings and loan business and mortgage lending, or any other business in which any of the Bank Entities is engaged or has invested significant resources within the prior six (6) month period in preparation for becoming actively engaged.

2.10         “Competitive Products or Services” means, as of any time, those products or services of the type that any of the Bank Entities is providing, or is actively preparing to provide, to its customers.

2.11         “Disability” means a mental or physical condition which, in the good faith opinion of the Board, renders Flynn, with reasonable accommodation, unable or incompetent to carry out the material job responsibilities which Flynn held or the material duties to which Flynn was assigned at the time the disability was incurred, which has existed for at least three (3) months and which in the opinion of a physician mutually agreed upon by the Bank and Flynn (provided that neither party shall unreasonably withhold such agreement) is expected to be permanent or to last for an indefinite duration or a duration in excess of nine (9) months.

2.12         “Expiration Date” means December 31, 2009.

2.13         “Person” means any individual or Entity.

2.14         “Section 409A” means Section 409A of the Code and the regulations and administrative guidance promulgated thereunder.

2.15         “Termination Date” means the Expiration Date or such earlier date on which the Term expires pursuant to Section 3.1 or is terminated pursuant to Section 7.2, 7.3, 7.4, or 7.5, as applicable.

Other terms are defined throughout this Agreement and have the meanings so given them.

3.             Term; Position.

3.1           Term.  Flynn’s employment hereunder shall continue until the Expiration Date, unless extended in writing by both Bancorp and Flynn or sooner terminated in accordance with the provisions of this Agreement (the “Term”).

3.2           Position.  Bancorp shall employ Flynn to serve as Executive Vice President and Chief Operating Officer of Bancorp and as Executive Vice President of the Bank.

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3.3           No Restrictions.  Flynn represents and warrants to Bancorp that Flynn is not subject to any legal obligations or restrictions that would prevent or limit his entering into this Agreement and performing his responsibilities hereunder.

4.             Duties of Flynn.

4.1           Nature and Substance.  Flynn shall report directly to and shall be under the direction of the Chief Executive Officer of Bancorp. The specific powers and duties of Flynn shall be established, determined and modified by and within the discretion of the Bancorp Board.

4.2           Performance of Services.  Flynn 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 Bancorp and the Bank and toward their successful operation.  Flynn agrees that, without the prior written consent of the Board, he will not during the Term, directly or indirectly, perform services for or obtain a financial or ownership interest in any other Entity (an “Outside Arrangement”) if such Outside Arrangement would interfere with the satisfactory performance of his duties to Bancorp and/or the Bank, present a conflict of interest with Bancorp and/or the Bank, breach his duty of loyalty or fiduciary duties to the Bancorp and/or the Bank, or otherwise conflict with the provisions of this Agreement.  Flynn shall promptly notify the Bancorp Board of any Outside Arrangement, provide Bancorp with any written agreement in connection therewith and respond fully and promptly to any questions that the Bancorp Board may ask with respect to any Outside Arrangement.  If the Bancorp Board determines that Flynn’s participation in an Outside Arrangement would interfere with his satisfactory performance of his duties to Bancorp and/or the Bank, present a conflict of interest with Bancorp and/or the Bank, breach his duty of loyalty or fiduciary duties to Bancorp and/or the Bank, or otherwise conflict with the provisions of this Agreement, Flynn shall not undertake, or shall cease, such Outside Arrangement as soon as feasible after the Bancorp Board notifies him of such determination.  Notwithstanding any provision hereof to the contrary, this Section 4.2 does not restrict Flynn’s right to own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that his total ownership constitutes less than two percent (2%) of the outstanding securities of such company.

4.3           Compliance with Law.  Flynn shall comply with all laws, statutes, ordinances, rules and regulations relating to his employment and duties.

5.             Compensation; Benefits. As full compensation for all services rendered pursuant to this Agreement and the covenants contained herein, the Bank shall pay to Flynn the following:

5.1           Salary.  Through the end of the Term, Flynn shall be paid a salary (“Salary”) of Two Hundred Forty-three Thousand One Hundred One Dollars ($243,101.00) on an annualized basis.  The Bank shall pay Flynn’s Salary in equal installments in accordance with the Bank’s regular payroll periods as may be set by the Bank from time to time.  Flynn’s Salary may be further increased from time to time, at the discretion of the Bancorp Board. Flynn may also be entitled to certain incentive bonus payments as determined by Bancorp Board approved incentive plans.

5.2           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.

5.3           Vacation and Leave.  Flynn shall be entitled to such vacation and leave as may be provided for under the current and future leave and vacation policies of the Bank for executive officers.

5.4           Office Space.  The Bank will provide customary office space and office support to Flynn.

5.5           Parking.  Paid parking at Flynn’s regular worksite will be provided by the Bank at its expense.

5.6           Car Allowance.  The Bank will pay Flynn a monthly car allowance of Seven Hundred Fifty Dollars ($750.00).

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5.7           Non-Life Insurance.  The Bank will provide Flynn with group health, disability and other insurance as the Bank may determine appropriate for all employees of the Bank.

5.8           Life Insurance.

5.8.1 Flynn may obtain a term life insurance policy (the “Policy”) on Flynn in the amount of Seven Hundred Fifty Thousand Dollars ($750,000.00), the particular product and carrier to be chosen by Flynn in his discretion.  Flynn shall have the right to designate the beneficiary of the Policy.  If the Policy is obtained, Flynn shall provide the Bank with a copy of the Policy, and the Bank will pay, during the Term of this Agreement, the premiums for the Policy upon submission by Flynn to the Bank of the invoices therefor.  In the event Flynn is rated and the premium exceeds the standard rate for a Seven Hundred Fifty Thousand Dollar ($750,000.00) policy, the Policy amount shall be lowered to the maximum amount that can be purchased at the standard rate for a Seven Hundred Fifty Thousand Dollar ($750,000.00) policy.  For example, if Flynn is rated and the standard rate for a Seven Hundred Fifty Thousand Dollar ($750,000.00) policy would acquire a Five Hundred Thousand Dollar ($500,000.00) policy, the Bank would only be required to pay the premium for a Five Hundred Thousand Dollar ($500,000.00) policy.  If a Policy is obtained and it is cancelled or terminated, Flynn shall immediately notify the Bank of such cancellation or termination.

5.8.2 Bancorp and/or the Bank may, at its/their cost, obtain and maintain “key-man” life insurance and/or Bancorp- and/or Bank-owned life insurance on Flynn in such amount as determined by the Bancorp Board from time to time. Flynn agrees to cooperate fully and to take all actions reasonably required by Bancorp and/or the Bank in connection with such insurance.

5.9           Expenses.  The Bank shall, promptly upon presentation of proper expense reports therefor, pay or reimburse Flynn, in accordance with the policies and procedures established from time to time by the Bank for its officers, for all reasonable and customary travel (other than local use of an automobile for which Flynn is being  provided the car allowance) and other out-of-pocket expenses incurred by Flynn in the performance of his duties and responsibilities under this Agreement and promoting the business of the Bank, including approved membership fees, dues and the cost of attending business related seminars, meetings and conventions.

5.10         Retirement Plans. Flynn shall be entitled to participate in any and all qualified pension or other retirement plans of the Bank which may be applicable to personnel of the Bank.

5.11         Other Benefits.  While this Agreement is in effect, Flynn shall be entitled to all other benefits that the Bank provides from time to time to its officers.

5.12         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.

5.13         Equity Compensation.  Flynn shall be eligible to receive awards of options, SARs and /or Restricted Stock under the 2006 Stock Plan of Bancorp, from time to time, at the discretion of the 2006 Plan Committee or Compensation Committee of the Bancorp Board.

6.             Conditions Subsequent to Continued Operation and Effect of Agreement.

6.1           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 Bancorp’s and the Bank’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 the Bank. 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

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Regulatory Agency be absent, this Agreement may be rescinded and terminated by Bancorp 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.

7.             Termination of Agreement.  Prior to the Expiration Date, the Term of this Agreement may be terminated as provided below in this Article 7.

7.1           Definition of Cause.  For purposes of this Agreement, “Cause” means:

(a) any act of theft, fraud, intentional misrepresentation, personal dishonesty or breach of fiduciary duty involving personal gain or similar conduct by Flynn with respect to the Bank Entities or the services to be rendered by him 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 6.1 within a reasonable period of time after written notice thereof;

(c) any Bank Regulatory Agency action or proceeding against Flynn as a result of his negligence, fraud, malfeasance or misconduct;

(d) indictment of Flynn, or Flynn’s conviction or plea of nolo contendere at the trial court level, of a felony, or any crime of moral turpitude, or involving dishonesty, deception or breach of trust;

(e) any of the following conduct on the part of Flynn that Flynn has not corrected or cured within thirty (30) days after having received written notice from Bancorp detailing and describing such conduct (provided, however, that Bancorp shall not be required to provide Flynn with notice and opportunity to cure more than two (2) times in any twelve (12) month period):

(i)            habitual absenteeism, or the failure by or the inability of Flynn to devote full time attention and energy to the performance of Flynn’s duties pursuant to this Agreement (other than by reason of his death or Disability);

(ii)           intentional material failure by Flynn to carry out the explicit lawful and reasonable directions, instructions, policies, rules, regulations or decisions of the Bancorp Board which are consistent with his position;

(iii)          willful or intentional misconduct on the part of Flynn that results, or that the Bancorp Board in good faith determines may result, in substantial injury to any Bank Entity; or

(iv)          any action (including any failure to act) or conduct by Flynn in violation of a material provision of this Agreement (including but not limited to the provisions of Article 8 hereof, which shall be deemed to be material); or

(f)            the use of drugs, alcohol or other substances by Flynn to an extent which materially interferes with or prevents Flynn from performing his duties under this Agreement;

(g)           the determination by the Bancorp Board, in the exercise of its reasonable judgment and in good faith, that Flynn’s job performance is substantially unsatisfactory and that he has failed to cure such performance within a reasonable period (but in no event more than thirty (30) days) after written notice specifying in reasonable detail the nature of the unsatisfactory performance; or

(h)           Flynn’s commission of unethical business practices, acts of moral turpitude, financial impropriety, fraud or dishonesty in any material matter which the Bancorp Board in good faith determines could adversely affect the reputation, standing or financial prospects of any Bank Entity.

7.2           Termination by Bancorp for Cause.  After the occurrence of any of the conditions specified in Section 7.1, Bancorp shall have the right to terminate the Term for Cause immediately on written notice to Flynn.

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7.3           Termination by Bancorp without Cause.  Bancorp shall have the right to terminate the Term at any time on written notice without Cause, for any or no reason, such termination to be effective on the date on which Bancorp gives such notice to Flynn or such later date as may be specified in such notice.

7.4           Termination for Death or Disability.  The Term shall automatically terminate upon the death of Flynn or upon the Bancorp Board’s determination that Flynn is suffering from a Disability.

7.5           Termination by Flynn.  Flynn shall have the right to terminate the Term at any time, such termination to be effective on the date ninety (90) days after the date on which Flynn gives such notice to Bancorp unless Flynn and the Bank agree in writing to a later date on which such termination is to be effective.  After receiving notice of termination, Bancorp may require Flynn to devote his good faith energies to transitioning his duties to his successor and to otherwise helping to minimize the adverse impact of his resignation upon the operations of Bancorp and the Bank.  If Flynn fails or refuses to fully cooperate with such transition, Bancorp may immediately terminate Flynn, in which case the Bank shall no longer have any obligation to pay any Salary or provide any benefits to him, but solely for purposes of Sections 8.5 and 8.6 below, the Termination Date shall be the date ninety (90) days after the date on which Flynn gives notice of termination to Bancorp pursuant to the first sentence of this Section 7.5, or the later date referred to therein, whichever is later.

7.6           Pre-Termination Salary and Expenses.  Without regard to the reason for, or the timing of, the termination or expiration of the Term:  (a) the Bank shall pay Flynn any unpaid Salary due for the period prior to the Termination Date; and (b) following submission of proper expense reports by Flynn, the Bank shall reimburse Flynn for all expenses incurred prior to the Termination Date and subject to reimbursement pursuant to Section 5.9 hereof.  These payments shall be made promptly upon termination and within the period of time mandated by law.

7.7           Severance if Termination by Bancorp without Cause.  Provided that Flynn signs and delivers to Bancorp no later than twenty-one (21) days after the Termination Date a General Release and Waiver in the form attached to this Agreement as Exhibit A, and except as set forth below, if the Term is terminated by Bancorp during the Term without Cause, the Bank shall, for a period of one (1) year following the Termination Date, (i) continue to pay Flynn, in the manner set forth below, Flynn’s Salary at the rate being paid as of the Termination Date, and (ii) if Flynn timely elects to continue his health insurance benefits under COBRA, pay to the insurer Flynn’s premiums for health insurance benefits continuation (for so long as Flynn remains qualified for such continuation under COBRA); provided, however, that Flynn shall not be entitled to any such payments if he is otherwise entitled to payments pursuant to Section 9.4 in relation to a Change in Control.   Any payments due Flynn pursuant to this Section 7.7 shall be paid to Flynn in installments on the same schedule as Flynn was paid immediately prior to the Termination Date, each installment to be the same amount Flynn would have been paid under this Agreement if he had not been terminated. In the event Flynn breaches any provision of Article 8 of this Agreement, Flynn’s entitlement to any payments payable pursuant to this Section 7.7, if and to the extent not yet paid, shall thereupon immediately cease and terminate as of the date of such breach, with Flynn having the obligation to repay to the Bank any payments that were paid to him and any payments for health insurance benefits continuation pursuant to this Section 7.7 with respect to the period after such breach occurred and before such breach became known to either Bancorp or the Bank.  Furthermore, if termination was initially not for Cause but Bancorp thereafter determines in good faith that, during the Term, Flynn had engaged in conduct that would have constituted Cause, Flynn’s entitlement to any payments pursuant to this Section 7.7 shall terminate retroactively to the Termination Date, with Flynn having the obligation to repay to the Bank all payments that were paid to him and any payments for health insurance benefits continuation pursuant to this Section 7.7, and, upon the return of all such payments, said General Release and Waiver shall be deemed rescinded and of no force or effect.   Notwithstanding anything to the contrary in this Section 7.7, any payment pursuant to this Section shall be subject to (i) any delay in payment required by Section 10.3 hereof and (ii) any reduction required pursuant to Section 10.2 hereof.

7.8           Termination After Change in Control.  Sections 9.2 and 9.3 set out provisions applicable to certain circumstances in which the Term may be terminated after Change in Control.

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8.             Confidentiality; Non-Competition; Non-Interference.

8.1           Confidential Information.  Flynn, during employment, will have, and has had, access to and become familiar with various confidential and proprietary information of the Bank Entities and/or relating to the business of the Bank Entities (“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 activities of the Bank Entities 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.

8.2           Nondisclosure.  Flynn hereby covenants and agrees that he shall not, directly or indirectly, disclose or use, or authorize any Person to disclose or use, any Confidential Information (whether or not any of the Confidential Information is novel or known by any other Person); provided however, that this restriction shall not apply to the use or disclosure of Confidential Information (i) to any governmental entity to the extent required by law, (ii) which is or becomes publicly known and available through no wrongful act of Flynn or any Affiliate of Flynn or (iii) in connection with the performance of Flynn’s duties under this Agreement.

8.3           Nondisclosure of this Agreement.  The terms, conditions and fact of this Agreement are strictly confidential.  From and after the date of execution of this Agreement, Flynn agrees not to disclose, directly or indirectly, the existence of this Agreement or any of the terms and conditions herein to any Person except that Flynn may disclose the existence of this Agreement or the terms and conditions herein to Flynn’s immediate family, tax, financial or legal advisers, prospective employers (with whom Flynn’s employment is not prohibited by Section 8.5), any taxing authority, or as required by law.  If Flynn is asked about the existence and/or terms and conditions of this Agreement, Flynn is permitted to state only that “the terms of my employment are a confidential matter that I am not able to disclose.”  Flynn acknowledges that the terms of this Section 8.3 are a material inducement for the Bancorp and the Bank to enter into this Agreement.  Notwithstanding the foregoing, Flynn may disclose such information regarding this Agreement as may be disclosed by the Bank Entities in any document filed with the Securities and Exchange Commission.

8.4           Documents.  All files, papers, records, documents, compilations, summaries, lists, reports, notes, databases, tapes, sketches, drawings, memoranda, and similar items (collectively, “Documents”), whether prepared by Flynn, or otherwise provided to or coming into the possession of Flynn, that contain any proprietary information about or pertaining or relating to the Bank Entities (the “Bank Information”) shall at all times remain the exclusive property of the Bank Entities. Promptly after a request by Bancorp or the Bank or the Termination Date, Flynn shall take reasonable efforts to (i) return to Bancorp and/or the Bank all Documents in any tangible form (whether originals, copies or reproductions) and all computer disks or other media containing or embodying any Document or Bank Information and (ii) purge and destroy all Documents and Bank Information in any intangible form (including computerized, digital or other electronic format) as may be requested in writing by the Chief Executive Officer  of Bancorp or the Chairman of the Board of Bancorp, and Flynn shall not retain in any form any such Document or any summary, compilation, synopsis or abstract of any Document or Bank Information.

8.5           Non-Competition.  Flynn hereby acknowledges and agrees that, during the course of employment, Flynn has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Flynn hereby covenants and agrees that from the Commencement Date until the later to occur of (a) the date one (1) year after the Termination Date, or (b) the Expiration Date (the “Restricted Period”), Flynn will not at any time (except for the Bank Entities), 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) provide any advice, assistance or services to any Competitive Business or to any Person that is attempting to form or acquire a Competitive Business if such Competitive Business operates, or is planning to operate, any office, branch or other facility (in any case, a “Branch”) that is (or is proposed to be) located within a thirty-five (35) mile radius of Bancorp’s headquarters or any Branch of the Bank Entities.  Notwithstanding any provision hereof to the contrary, this Section 8.5 does not restrict Flynn’s right to (i) own securities of any Entity

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that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that his total ownership constitutes less than two percent (2%) of the outstanding securities of such company.

8.6           Non-Interference. Flynn hereby covenants and agrees that during the Restricted Period, he will not, directly or indirectly, for himself or any other Person (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, member, manager, employee, contractor, consultant or any other capacity):

(a)           induce or attempt to induce any customer, supplier, officer, director, employee, contractor, consultant, agent or representative of, or any other Person that has a business relationship with any Bank Entity, to discontinue, terminate or reduce the extent of its, his or her relationship with any Bank Entity or to take any action that would disrupt or otherwise be disadvantageous to any such relationship;

(b)           solicit any customer of any of the Bank Entities for the purpose of providing any Competitive Products or Services to such customer (other than any solicitation to the general public that is not disproportionately directed at customers of any Bank Entity); or

(c)           solicit any employee of any of the Bank Entities to commence employment with, become a consultant or independent contractor to or otherwise provide services for the benefit of any other Competitive Business

In applying this Section 8.6:

(i)            the term “customer” shall be deemed to include, at any time, any Person to which any of the Bank Entities had, during the six (6) month period immediately prior to such time, (A) sold any products or provided any services or (B) submitted, or been in the process of submitting or negotiating, a proposal for the sale of any product or the provision of any services;

(ii)           the term “supplier” shall be deemed to include, at any time, any Person which, during the six (6) month period immediately prior to such time, (A) had sold any products or services to any of the Bank Entities or (B) had submitted to any of the Bank Entities a proposal for the sale of any products  or services;

(iii)          for purposes of clause (c), the term “employee” shall be deemed to include, at any time, any Person who was employed by any of the Bank Entities within the prior six (6) month period (thereby prohibiting Flynn from soliciting any Person who had been employed by any of the Bank Entities until six (6) months after the date on which such Person ceased to be so employed); and

(iv)          If during the Restricted Period any employee of any of the Bank Entities accepts employment with or is otherwise retained by any Competitive Business of which Flynn is an owner, director, officer, manager, member, employee, partner or employee, or to which Flynn provides material services, it shall be presumed that such employee was hired in violation of the restriction set forth in clause (c) of this Section 8.6, with such presumption to be overcome only upon Flynn’s showing by a preponderance of the evidence that he was not directly or indirectly involved in the hiring, soliciting or encouraging such employee to leave employment with the Bank Entities.

8.7           Injunction. In the event of any breach or threatened or attempted breach of any provision of this Article 8 by Flynn, Bancorp and/or the Bank 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 Flynn and each and every other Person concerned therein from the continuation of such violative 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.

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8.8           Reasonableness.

8.8.1 Flynn has carefully read and considered the provisions of this Article 8 and, having done so, agrees that the restrictions and agreements set forth in this Article 8 are fair and reasonable and are reasonably required for the protection of the interests of the Bank Entities and their respective businesses, shareholders, directors, officers and employees. Flynn further agrees that the restrictions set forth in this Agreement will not impair or unreasonably restrain his ability to earn a livelihood.

8.8.2 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 8 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.

9.             Change in Control.

9.1           Definition.  “Change in Control” means and shall be deemed to have occurred if:

(a)  there shall be consummated (i) any consolidation, merger, share exchange, or similar transaction relating to Bancorp, or pursuant to which shares of Bancorp’s capital stock are converted into cash, securities of another Entity and/or other property, other than a transaction in which the holders of Bancorp’s voting stock immediately before such transaction shall, upon consummation of such transaction, own at least fifty percent (50%) of the voting power of the surviving Entity, or (ii) any sale of all or substantially all of the assets of Bancorp, other than a transfer of assets to a related Person which is not treated as a change in control event under §1.409A-3(i)(5)(vii)(B) of the U.S. Treasury Regulations;

(b)  any person, entity or group (each within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) shall become the beneficial owner (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of securities of Bancorp representing more than fifty percent (50%) of the voting power of all outstanding securities of Bancorp entitled to vote generally in the election of directors of Bancorp (including, without limitation, any securities of Bancorp 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)  over a twelve (12) month period, a majority of the members of the Board of Directors of Bancorp are replaced by directors whose appointment or election was not endorsed by a majority of the members of the Board of Directors of Bancorp in office prior to such appointment or election.

Notwithstanding the foregoing, if the event purportedly constituting a Change in Control under Section 9.1(a), Section 9.1(b), or Section 9.1(c) does not also constitute a “change in ownership” of Bancorp, a “change in effective control” of Bancorp, or a “change in the ownership of a substantial portion of the assets” of Bancorp within the meaning of Section 409A, then such event shall not constitute a “Change in Control” hereunder.

9.2           Change in Control Termination.  For purposes of this Agreement, a “Change in Control Termination” means that while this Agreement is in effect:

(a)           Flynn’s employment with Bancorp and the Bank is terminated without Cause (i) within one hundred twenty (120) days immediately prior to and in conjunction with a Change in Control or (ii) within twelve (12) months following consummation of a Change in Control; or

(b)           Within twelve (12) months following consummation of a Change in Control, Flynn’s title, duties and or position have been materially reduced such that Flynn is not in a comparable position (with materially comparable compensation, benefits and responsibilities and is located within twenty-five (25) miles of Flynn’s primary worksite) to the position he held immediately prior to the Change in Control, and within thirty (30) days

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after notification of such reduction he notifies Bancorp that he is terminating his employment due to such change in his employment unless such change is cured within thirty (30) days of such notice by providing him with a comparable position (including materially comparable compensation and benefits and is located within twenty-five (25) miles of Flynn’s primary worksite).  If Flynn’s employment is terminated under this Section, his last day of employment shall be mutually agreed to by Flynn and the Bank, but shall be not more than sixty (60) days after such notice is given by Flynn.

9.3           Window Period Resignation After Change in Control.  If at the expiration of the twelve (12) month period following consummation of a Change in Control (the “Action Period”), Flynn’s employment by Bancorp and the Bank has not been terminated, Flynn may, by giving written notice to Bancorp within the thirty (30) day period immediately following the last day of the Action Period, elect to terminate the Term, in which event his last day of employment will be as mutually agreed to by Bancorp and Flynn but which shall be not more than sixty (60) days after such notice is given by Flynn.