EGBN Eagle Bancorp Inc

(e)       Named Executive Officer Compensation Decisions. On February 10, 2020, the Compensation Committee of the Board of Directors of Eagle Bancorp, Inc. (the “Company”) approved base salaries for calendar year 2020 (retroactive to January 1, 2020), cash bonus awards under the Company’s Senior Executive Incentive Plan (the “SEIP”) for 2019 performance, retention bonus awards for certain named executive officers, the award of shares of time-vested restricted stock and performance based restricted stock units (“PRSUs”) under the Company’s 2020 Long Term Incentive Plan and 2016 Stock Plan, to the persons expected to be designated as the Company’s named executive officers for 2020, as set forth below.

All awards of time-vested restricted stock vest in three substantially equal installments commencing on the first anniversary of the date of grant, subject to the terms of the 2016 Stock Plan and the form of award certificate. PRSUs are awards of the right to receive shares of common stock based upon the Company’s achievement in respect of specified performance measures over a three year performance period, 2020-2022, based upon the Company’s return on average assets and total shareholder return as compared to the companies comprising the KBW Regional Bank Index (the “Index”). PRSUs are awarded at target, meaning the number of shares which would vest if the Company met the target level of performance for each performance metric. The actual number of PRSUs vested will be determined by interpolating the Company’s performance in respect of each metric on a straight-line basis between threshold, target and stretch/maximum award levels. The table below establishes the performance goals and payment ranges for the 2020-2022 performance period. A copy of the Company’s 2020-2022 Long Term Incentive Plan, as amended to reflect a change in one of the metrics for vesting of PRSUs from tangible book value total shareholder return, is included as Exhibit 10.1 to this report. The retention bonus for Ms. Williams vests in two equal annual installments commencing on the date of award.

Director Awards. On February 10, 2020, the Compensation Committee of the Board of Directors of the Company approved awards of shares of restricted stock under the 2016 Stock Plan to non-employee members of the Board of Directors of the Company for service on the Boards of Directors of the Company and the Bank, as follows:

All such awards of time-vested restricted stock vest in three substantially equal installments commencing on the first anniversary of the date of grant, subject to the terms of the 2016 Stock Plan and the form of award certificate.