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): February 11, 2013

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

(e)On February 11, 2013, the Compensation Committee of the Board of Directors of Eagle Bancorp, Inc. (the “Company”), approved base salaries for calendar year 2013 (retroactive to January 1, 2013) and the award of shares of restricted stock under the Company’s 2006 Stock Plan to the Company’s named executive officers, as set forth in the table below. The Compensation Committee also approved the payment of cash bonus awards under the Company’s Senior Executive Incentive Plan and the award of discretionary cash bonuses.

Name	Title	Annual Salary		Bonus		Restricted Stock Awarded
James H. Langmead	EVP and CFO — Company and Bank	$	318,530	$	174,994	6,269
Thomas D. Murphy	President — Community Banking	$	297,876	$	157,745	2,898
Ronald D. Paul	President and CEO — Company and Bank	$	733,700	—		53,548	(1)
						250,000	(2)
Susan G. Riel	EVP — Company; SEVP & COO — Bank	$	402,050	$	303,353	9,251
Janice L. Williams	EVP & Chief Credit Officer — Bank	$	306,072	$	191,902	3,686

(1)Includes 32,400 shares awarded in lieu of cash bonus payment, based on a value of $22.695 per share.

(2)Represents award of shares of restricted stock in lieu of participation in supplemental retirement plan, discussed below.

The increases in base salary for the named executive officers range from 3% to 10.0%.  All awards of restricted stock vest in four substantially equal annual installments commencing on the first anniversary of grant, subject to the terms of the 2006 Stock Plan and the form of award certificate.

On February 11, 2012, the Compensation Committee of the Company also approved the Senior Executive Incentive Plan for 2013 performance. The Senior Executive Incentive Plan is a non-equity incentive compensation plan pursuant to which participating officers may earn cash incentive awards if certain pre-determined targets, including overall Company level performance and individual performance targets are met.  Awards under either Senior Executive Incentive Plan may also be paid in stock, through awards under the Company’s 2006 Stock Plan, in the discretion of the Compensation Committee.  A redacted version of the plan, which does not disclose certain target goals and compensation levels for which confidential treatment has been requested, is attached as Exhibit 10.1 hereto.

In addition, the Compensation Committee approved the grant of certain retirement benefits to executive officers.

The eight executive officers other than Mr. Paul, including each of the other named executive officers, will enter into Supplemental Executive Retirement and Death Benefit Agreements (the “SERP Agreements”) with the Bank that, upon the respective executive’s retirement, will provide for a stated monthly payment for such executive’s lifetime. The retirement benefit is tied to a percentage of such executive’s projected average base salary over the five years preceding retirement, assuming retirement at age 67. The SERP Agreements will provide that (a) the benefits vest ratably over six years of service to the Bank, with the executive receiving credit for years of service prior to entering into the SERP Agreement (b) death, disability and change-in-control shall be deemed to be retirement resulting in immediate vesting, and (c) the monthly amount will be reduced if retirement occurs earlier than age 67 for any reason other than death, disability or change-in-control. The SERP Agreements further provide for a death benefit in the event the retired executive has not received at least 180 monthly installments of supplemental retirement benefits; the death benefit will be based upon an election by the executive for either a lump sum payment or continued monthly installment payments, such that the executive and the executive’s beneficiary have received payment(s) sufficient to equate to a cumulative 180 monthly installments.

2

The benefits to the named executive officers are as set forth in the following table:

Name	Title	Percentage of Projected Salary
James H. Langmead	EVP and CFO — Company and Bank	30	%
Thomas D. Murphy	President — Community Banking	25	%
Susan G. Riel	EVP — Company; SEVP & COO — Bank	35	%
Janice L. Williams	EVP & Chief Credit Officer — Bank	30	%

The SERP Agreements are unfunded arrangements maintained primarily to provide supplemental retirement benefits and comply with Section 409A of the Internal Revenue Code.  However, the Bank has elected to finance the retirement benefits by purchasing annuities that have been designed to provide a future source of funds for the lifetime retirement benefits of the SERP Agreements.  The primary impetus for utilizing annuities is a substantial savings in compensation expense for the Bank as opposed to a traditional SERP.

The Compensation Committee approved a grant of 250,000 shares of restricted stock to Mr. Paul, in lieu of including him as a participant in the SERP Agreements. The shares vest in four substantially equal annual installments commencing on the first anniversary of grant, subject to the terms of the 2006 Stock Plan and the form of award certificate. The Compensation Committee believes that this provides Mr. Paul generally with the financial benefits of what he would have received pursuant to a SERP Agreement, at a lower cost to the Bank, and that providing for restricted stock rather than benefit installments better maintains the alignment between Mr. Paul’s interests and those of the shareholders.

The Committee also approved an increase in annual fees, a restricted stock award and a cash bonus for Robert Pincus, Vice Chairman of the Board of Directors, under his Director Fee Agreement.  For 2013 he will be entitled to receive a fee of $440,000.  He was awarded a cash bonus of $358,882, and 2,500 shares of restricted stock.  Each other nonemployee director of the Company was awarded 3,200 shares of restricted stock, and each other nonemployee member of the Board of Directors of the Bank was awarded 700 shares of restricted stock.

Item 9.01Financial Statements and Exhibits

(d)  Exhibits.

Number	Description
10.1	2013 Senior Executive Incentive Plan (redacted)

3

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: February 15, 2013

4

EX-10.1

Exhibit 10.1

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE INDICATED BY INCLUSION OF THE SYMBOL *.  A COMPLETE UNREDACTED VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Eagle Bancorp, Inc.

Senior Executive Annual Incentive Plan

Performance Year 2013

EagleBank Executive Annual Incentive Plan

Plan Document and Administrative Guidelines

This Annual Incentive Plan is for the Executive Management Team of EGBN.  The annual incentive plan is designed to compensate plan participants for the attainment of specified overall bank and individual goals.  The objective is to align the interests of senior executives with the interests of the Bank in obtaining superior financial results.

The Plan operates on a calendar year basis (January 1st to December 31st).  This same calendar year is the performance-period for determining the amount of incentive awards to be paid following year end.

PERFORMANCE CRITERIA

·              Bank Performance - For all plan participants, a significant portion of the annual incentive will be based on overall bank performance.  The Compensation Committee will approve bank wide goals for each senior staff member on an annual basis.  In addition, they will review the Bank’s annual incentive programs to ensure they do not encourage risky behavior.

·              Strategic Performance - All participants are encouraged to work towards our strategic plan and ten percent (10%) up to thirty percent (30%) of the annual incentive will be based on achievement of bank strategic goals.

·              Individual Performance - For all participants, individual performance as determined by annual performance evaluations will be used to determine at least twelve and a half percent (12.5%) of the plan participant’s incentive payout.

PERFORMANCE STANDARDS

For each performance factor (Overall Bank, and Individual), an appropriate standard of performance must be established with three essential performance points:

·              Threshold Performance:  That level of performance for each factor below which no award will be given.  Threshold performance will be 85% of target expectations.

·              Target Performance:  The level of performance for each factor at budgeted goals.  The budgeted, or expected, level of performance is based upon historical data, and management’s best judgment as to expected performance during the upcoming performance period.  The Compensation Committee will approve bank wide goals on an annual basis.

·              Target Plus Performance:  The level of performance for each factor at 115% of budgeted goals. In the event “target plus” performance is reached or exceeded, no maximum applies to the payout, and the bonus will be paid in proportion to the results achieved at or in excess of 15% above target.

PLAN PAYOUTS

The Net Operating Income, Threshold level, must be met for there to be any payment made for the Bank Performance and Strategic Performance categories.  Participants will still be eligible to receive a payout for Individual Performance.

After all performance results are available at year-end, the awards will be calculated for each Plan participant and approved by the CEO, and Compensation Committee.  The Compensation Committee will reserve the discretion to pay out annual incentives in cash or awards of restricted stock under the 2006 Stock Plan.

The actual award payouts will be calculated using a ratable approach, where award payouts are calculated as a proportion of minimum, target and target plus award opportunities.  If actual performance falls between a performance level, the payout will also fall between the pre-defined performance level on a pro-rated basis.  A Plan participant must be an employee at the time of the award payout in order to receive a payout.  The result of the performance criteria is calculated as a percent of base salary for participants during the current Plan year.  Plan payouts will be made no later than 75 days after the year end.

EGBN has the right to recover any incentive payments that were made based on material misstatements or inaccurate performance metrics.

PLAN ADMINISTRATION

Responsibilities of the Compensation Committee:  The Compensation Committee has the responsibility to approve, amend, or terminate the Plan as necessary.  The actions of the Compensation Committee shall be final and binding on all parties.  The Compensation Committee shall also review the operating rules of the Plan on an annual basis and revise these rules if necessary.  The Compensation Committee also has the sole ability to decide if an extraordinary event(1) totally outside of management’s influence, be it a windfall or a shortfall, has occurred during the current Plan year, and whether the figures should be adjusted to neutralize the effects of such events.  After approval by the Compensation Committee, management shall, as soon as practical, inform each of the Plan participants under the Plan of their potential award under the operating rules adopted for the Plan year.

Responsibilities of the CEO:  The CEO of the Company administers the program directly and provides liaison to the Compensation Committee, including the following specific responsibilities: recommend the Plan participants to be included in the Plan each year.  This includes determining if additional employees should be added to the Plan and if any Plan participants should be removed from participating in the Plan. Provide recommendations for the award opportunity amounts at threshold, target and target plus for tiers II and below.  The CEO will review the objectives and evaluations, adjust guideline awards for performance and recommend final awards to the Compensation Committee.  Provide other appropriate recommendations that may become necessary during the life of the plan.  This could include such items as changes to Plan provisions.

Amendments and Plan Termination:  The Company has developed the Plan on the basis of existing business, market and economic conditions, current services, and staff assignments.  If substantial changes occur that affect these conditions, services, assignments, or forecasts, the Company may add to, amend, modify or discontinue any of the terms or conditions of the Plan at any time with approval from the Compensation Committee.  The Compensation Committee may, at its sole discretion, terminate, change or amend any of the Plan as it deems appropriate.

MISCELLANEOUS

Reorganization:  If the Company shall merge into or consolidate with another company, or reorganize, or sell substantially all of its assets to another company, firm, or person such succeeding or continuing company, firm, or person shall succeed to, assume and discharge the obligations of the Company under this Plan.  Upon the occurrence of such event, the term “Company” as used in this Plan shall be deemed to refer to the successor or survivor company.

Tax Withholding:  The Company shall withhold any taxes that are required to be withheld from the benefits provided under this Plan.

Designated Fiduciary:  The Company shall be the named fiduciary and Plan Administrator under the Plan.  The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the Plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.

No Guarantee of Employment:  This Plan is not an employment policy or contract.  It does not give the Plan participant the right to remain an employee of the Company, nor does it interfere with the Company’s right to discharge the Plan participant.

(1) An extraordinary event may include a merger, acquisition or divestiture that was not outlined in strategic plan, investment gains or losses, changes in capital cost structure, unplanned branch openings, unexpected and strong sales oriented addition to staff, and increase of 50% or more of collection expenses.

INCENTIVE RANGES AND AWARD OBJECTIVES

Eagle Bancorp, Inc.

			Proposed Incentive Ranges			Award Objectives
Tier	Name	Position	Threshold	Target	Target Plus	Bank		Strategic		Dept/Ind*
I	Ron Paul	Chairman and CEO	*	*	*	35	%	25	%	40	%
II	Susan Riel	Sr. EVP & COO of the Bank	*	*	*	50	%	25	%	25	%
III	Antonio Marquez	Chief Lending Officer — CRE	*	*	*	77.5	%	10	%	12.5	%
	Virginia Heine	Chief Lending Officer C&I	*	*	*	77.5	%	10	%	12.5	%
III	James Langmead	EVP & Chief Financial Officer	*	*	*	60	%	15	%	25	%
III	Janice Williams	EVP & Chief Credit Officer	*	*	*	70	%	10	%	20	%
IV	Michael Flynn	EVP & COO of Eagle Bancorp	*	*	*	35	%	25	%	40	%
IV	Thomas Murphy	President Community Banking	*	*	*	45	%	20	%	25	%
IV	Larry Bensignor	EVP & General Counsel	*	*	*	75	%	10	%	15	%
			Percent of Salary			Weighting of Award

NOTE:Threshold, target and target plus payout thresholds have been established for each tier in order to ensure competitive payouts and budget costs associated with this program.

2013 Senior Staff Incentive Goals

	Paul		Riel		Murphy		Flynn		Marquez/ Heine		Langmead		Williams		Bensignor		Target
Net Operating Income	35	%	15	%	15	%	15	%	7.5	%	20	%	10	%	15	%	*
NPAs									10	%			25	%			*
Strategic Alignment	25	%	25	%	10	%	20	%	10	%	15	%	10	%	10	%	*
Total Loan Growth (Average Balance)(1)									20	%							*
Average Core Deposit Growth									25	%							*
DDA Deposit Growth					15	%											*
MMA Deposit Growth					10	%											*
Efficiency Ratio			20	%							20	%	10	%			*
Non Traditional Fee Income (aggregate)															30	%	*
Expenses (Salaries, Benefits, Other Expenses)			15	%													*
NIM									15	%	20	%					*
Average Annual Individual Deposits					20	%	25	%							15	%	*
Average Annual Individual Loans					5	%	15	%							15	%	*
Charge Offs													25	%			*
Dept/Individual Performance	40	%	25	%	25	%	25	%	12.5	%	25	%	20	%	15	%	*
	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%

(1)  Excludes loans held for sale.