8-K

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 7, 2010

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):

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

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

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

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

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

On January 7, 2010, Eagle Bancorp, Inc. (the “Company”), EagleBank, the Company’s wholly owned subsidiary, and Michael T. Flynn, Executive Vice President and Chief Operating Officer of the Company, entered into an amendment, dated as of December 31, 2009, to the Mr. Flynn’s employment agreement, which expired on December 31, 2009 (the (“Amendment”).  The Amendment extends the term of Mr. Flynn’s employment agreement to August 31, 2011.  The Amendment did not change any other term or condition of Mr. Flynn’s employment agreement, as described in the Company’s definitive proxy materials for the annual meeting of shareholders held on May 21, 2009.

Item 9.01Financial Statements and Exhibits

(a)  Financial Statements of Business Acquired.  Not applicable.

(b)  Pro Forma Financial Information.  Not applicable.

(c)  Shell Company Transactions.  Not applicable.

(d)  Exhibits.

10.1         Amendment, dated as of December 31, 2009, to Employment Agreement of Michael T. Flynn

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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 7, 2010

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EX-10.1

Exhibit 10.1

AMENDMENT

THIS AMENDMENT is made and entered into as of December, 31, 2009, by and between 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, Bancorp, the Bank and Flynn are parties to an Amended and Restated Agreement dated as of December 2, 2008 (the “2008 Agreement”); and

WHEREAS, the parties have mutually agreed to certain amendments to the 2008 Agreement, which the parties desire to set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1.              Section 2.12 of the 2008 Agreement is amended by replacing “December 31, 2009” with “August 31, 2011.”

2.              In all other respects, the provisions of the 2008 Agreement are reaffirmed and ratified.

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

EAGLE BANCORP, INC.
By:	/s/ Ronald D. Paul
Name:	Ronald D. Paul
Title:	Chief Executive Officer
EAGLEBANK
By:	/s/ Ronald D. Paul
Name.	Ronald D. Paul
Title:	Chief Executive Officer
MICHAEL T. FLYNN
	/s/ Michael T. Flynn