UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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) November
3,
2006
Eagle
Bancorp
|
(Exact
name of registrant as specified in its charter)
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United
States
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0-29687
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81-0531318
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
|
File
Number)
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Identification
No.)
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|
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1400
Prospect Avenue, Helena, MT
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59601
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(Address
of principal executive offices)
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(Zip
Code)
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|
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Registrant’s
telephone number, including area code (406)
442-3080
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|
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(Former
name or former address, if changed since last
report)
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o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry Into A Definitive Material Agreement
On
November 3, 2006, American Federal Savings Bank (the “Bank”), a federally
chartered stock
savings bank, whose stock is 100% owned by Eagle Bancorp, entered into an
Executive Employment Agreement (the “Agreement”) with Peter J. Johnson, the
Executive Vice President and Chief Financial Officer of the Bank. The Agreement
will continue in effect until September 30, 2008, unless extended by the board
of directors of the Bank for an additional two year term.
The
Agreement provides for an annual base salary of $112,000 per year, which
may
be increased from time to time (but not reduced). Under the Agreement Mr.
Johnson generally will be entitled to participate
in all employee benefit
plans including, but not limited to, retirement plans, profit-sharing plans,
health-and-accident plans, medical coverage or any other employee benefit plan
or arrangement made available by the Bank in the future to its senior executives
and key management employees.
The
Agreement provides that if Mr. Johnson’s employment is terminated other than for
cause, or Mr. Johnson terminates his employment due to either (i) a diminishing
of his duties and responsibilities, (ii) a relocation of his place of employment
by more than 50 miles, (iii) the liquidation or dissolution of the Bank, or
(iv)
any breach of the Agreement by the Bank (each an “Event of Termination”), he
will be entitled to receive certain payments from the Bank. These payments
will
be a sum equal to the payments due to Mr. Johnson for the remaining term of
the
Agreement, including base salary, bonuses, and any other cash or deferred
compensation paid or to be paid (including the value of employer contributions
that would have been made on his behalf over the remaining term of the agreement
to any tax-qualified retirement plan), subject to certain restrictions.
The
Agreement contains provisions requiring non-disclosure of confidential
information regarding the business and activities of the Bank and contains
provisions restricting Mr. Johnson’s ability to compete with the Bank for a
one-year term after termination of his employment for due to any Event of
Termination.
The
foregoing summary is qualified in its entirety by reference to the complete
text
of the Agreement, a copy of which is attached hereto as Exhibit
1.01.
Item
9.01. Financial Statements and Exhibits
A
copy of
the Agreement is attached as Exhibit 1.01.
(d)
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Exhibits
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Number
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1.01
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Executive
Employment Agreement with Peter J.
Johnson
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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.
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EAGLE
BANCORP |
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(Registrant)
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Dated: November
3,
2006 |
By: |
/s/ Larry
A.
Dreyer |
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Name:
Larry A. Dreyer |
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Title:
President and Chief
Executive Officer
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