Exhibit 10.2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement"), is made and entered into as of
the 13th day of October, 1998, by and between CARDINAL FINANCIAL CORPORATION, a
Virginia corporation with its principal offices at 00000 Xxx Xxxxxxx, Xxxxxxx,
Xxxxxxxx 00000 ("Company"), and XXXXXX X. XXXX ("Xxxx"), an individual residing
at 0000 Xxxxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxxx 00000.
W I T N E S S E T H:
WHEREAS, the Company has been formed as a multi-bank holding company
for the purpose of organizing or acquiring and owning banking institutions; and
WHEREAS, the Company intends to organize and charter an investment
institution to provide financial and brokerage services throughout the Northern
Virginia region ("Subsidiary"); and
WHEREAS, Xxxx has been retained to provide services in an executive
capacity for the Company and the Subsidiary, and the parties desire to
memorialize the terms and conditions of Xxxx'x continuing employment; and
NOW, THEREFORE, in consideration of the promises and obligations of the
Company and Xxxx under this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
ARTICLE 1
SCOPE OF EMPLOYMENT
1.1. Title. Initially, Xxxx shall assume the title of Senior Vice
President of the Company. Xxxx shall assume the title of President and Chief
Executive Officer of the Subsidiary effective as of the date the Subsidiary is
chartered, or as soon thereafter as all regulatory approvals are obtained
allowing Xxxx to serve in that position. Xxxx shall remain as Senior Vice
President of the Company.
1.2. Duties and Responsibilities. As Senior Vice President of the
Company, Xxxx shall perform such duties as may be assigned to him by the Company
consistent with that position. As President and Chief Executive Officer of the
Subsidiary, Xxxx will be responsible for the supervision of the all Subsidiary
operations, the development of recommendations to the board of directors of the
Subsidiary ("Subsidiary Board") of plans and policies for the Subsidiary, and
shall serve on professional or civic organizations to promote the interests of
the Subsidiary if so directed by the Subsidiary Board. Xxxx is also required to
perform such other duties consistent with his position as the Subsidiary Board
may direct from time to time.
Prior to Xxxx becoming President and CEO of the Subsidiary, the board
of directors of the Company ("Company Board"), and thereafter the Subsidiary
Board, may, in their sole discretion, increase, lessen, or limit the specific
duties and responsibilities of Xxxx. During the term of his employment, Xxxx is
required to devote his full time, attention, and efforts, with undivided
loyalty, to the business of the Company and the Subsidiary and shall use his
best effort to promote their interests.
Xxxx'x principal office shall be at a location determined by the
President and CEO of the Company.
1.3. Failure to Obtain Regulatory Approval. If the applicable
regulatory authorities refuse the necessary approvals for Xxxx to serve as
President and Chief Executive Officer of the Subsidiary, or otherwise
substantially limit the scope of duties he may perform in that capacity, this
Agreement shall terminate automatically and be of no further legal force or
effect.
1.4. Other Affairs. Notwithstanding anything in this Agreement to
the contrary, Xxxx may engage in charitable and community affairs and manage his
personal investments, provided that such activities are not inconsistent with
the purposes of the Company or the Subsidiary and do not unreasonably interfere
with the performance of his duties or responsibilities as set forth in this
Agreement, and provided that Xxxx shall not engage in any activities in
violation of Articles 7 and 8 of this Agreement. Xxxx may also serve as a member
of the board of directors of other organizations, subject to the advance
approval of the Company President and CEO.
ARTICLE 2
RELATIONSHIP WITH BOARD
2.1. Significant Actions. Unless otherwise specifically permitted
by Company or Subsidiary policy, Xxxx agrees not to undertake, or authorize any
other employee of the Company or Subsidiary to undertake, any of the following
actions, except with the prior written consent of the Company's Board (prior to
becoming President and CEO of the Subsidiary), or the written consent of the
Subsidiary Board (after becoming the Subsidiary's President and CEO), which
consent may be withheld in the Board's absolute discretion (or except as
authorized by the Company's CEO in certain instances noted below):
(a) guarantee by the Company or the Subsidiary of any
loans or indebtedness of any kind;
(b) acquisition or disposition of stock, securities,
properties, or material assets of any corporation, company, or other entity by
the Company or the Subsidiary;
(c) amendment, change, extension, renewal, waiver, or
modification of any material agreement to which the Company, the Subsidiary, or
affiliates are or may be a party, or any rights or obligations of the parties
under any of the foregoing;
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(d) change corporate purpose of the Company or
Subsidiary, or the Company's or Subsidiary's Articles of Incorporation, ByLaws,
or other organizational documents;
(e) sale, assignment, pledge, mortgage, encumbrance or
other transfer affecting assets or real or personal property of the Company or
Subsidiary except in the ordinary course of business;
(f) enter into any contract or commitment, or series of
contracts or commitments, written or oral, which singularly or in the aggregate,
requires the Company or Subsidiary to expend or incur liability or debt in
excess of the approved Company or Subsidiary budgets for such expenditure;
(g) compromise or settle any material claim asserted by
or against the Company or Subsidiary;
(h) change the Company's or Subsidiary's certified public
accountants, law firms, or other professionals currently retained or utilized by
the Company or Subsidiary;
(i) change location of the principal office, or other
facilities of the Company or Subsidiary;
(j) lend money on behalf of the Company or Subsidiary; or
(k) add a position or personnel function, hire an
officer, or terminate Company employees without the prior consent of the Company
President and CEO.
2.2. Board Action. Unless otherwise noted herein, whenever any
action by the Company's Board or the Subsidiary's Board is required or permitted
under this Agreement, the Chairman of the respective Board, or his designee, may
decide and take such action without approval or involvement of the full Board or
a majority of the Board. To the extent required, a vote of the full Board shall
occur at a meeting duly called and held with a quorum acting throughout in
accordance with the applicable Articles of Incorporation and ByLaws, and such
action must be evidenced in writing before being effective. Meetings held by the
Board in accordance with this Agreement may be conducted by teleconference, and
in executive session.
ARTICLE 3
COMPENSATION AND BENEFITS
3.1. Salary. The Company agrees to pay Xxxx, for services rendered
hereunder, salary at the annual rate of ONE HUNDRED AND SEVENTY-FIVE THOUSAND
DOLLARS ($175,000). Such salary shall be payable in equal periodic installments,
not less frequently than monthly, less any sums which may be required to be
deducted or withheld under the provisions of law. Xxxx'x salary may not be
adjusted downward at any time during the term of this Agreement without his
express consent. Xxxx'x salary may be adjusted upward annually at the discretion
of the Company's Board,
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based upon the Board's assessment of Xxxx'x performance and the Company's
financial circumstances. Xxxx will be considered for his first annual salary
raise at the time of his initial performance review in March 2000, and will be
considered for further raises at each one-year anniversary thereafter during the
term of this Agreement. As referred to hereinafter, "Salary" means the
compensation described in this Section 3.1.
3.2. General Expenses. Xxxx is expected from time to time to incur
reasonable and necessary expenses for promoting the business of the Company,
including expenses for travel, entertainment, and other activities associated
with Xxxx'x duties. Reasonable and necessary expenses, as determined by the
Company, incurred by Xxxx in connection with the performance of his duties
hereunder will be reimbursed provided that Xxxx follows Company procedures for
the reimbursement of such expenses, including submission of reasonably detailed
verification of the nature and amount of such expenses.
3.3. Benefits. Except as otherwise provided in this Agreement, Xxxx
will be entitled to participate in the same manner as other executive and
managerial employees of the Company in all retirement, health and welfare, and
other fringe benefit programs applicable to other managerial employees of the
Company generally which may be authorized, adopted and amended from time to time
by the Company Board. This includes eligibility to participate in the Company's
qualified retirement plans as permitted by the terms of such plans. Specific
benefits that Xxxx is eligible to receive include:
(i) Medical Insurance. So long as the Company provides health and
dental insurance, Xxxx (and his eligible family members) shall have the
opportunity to participate in the same manner and on the same terms as other
officers and employees of the Company.
(ii) Long-term disability. The Company shall pay Xxxx'x full premiums
for long-term disability insurance coverage, providing a disability benefit of
up to 60% of Xxxx'x salary (as defined by the applicable plan or policy), up to
a maximum of $10,000 per month, so long as the Company offers group long-term
disability insurance coverage for its employees.
(iii) Annual physical examination. The Company agrees to provide, at no
cost to Xxxx, one annual physical examination through a doctor of Xxxx'x choice.
(iv) Life insurance. The Company shall pay Xxxx'x premiums for his
purchase of a term life insurance policy, providing a death benefit of $500,000,
through a Company-approved carrier.
(vi) Vacation. Xxxx shall be entitled to receive four weeks of vacation
leave each calendar year. Provisions regarding the accrual and carry-over of any
unused vacation time will be governed by the Company's standard policies.
3.4. No Other Compensation. Except as provided in Article 4 hereof,
Xxxx shall receive no compensation or remuneration in addition to that set forth
in this Article 3 for any services by him in any capacity to the Company, the
Subsidiary, or any affiliated corporation. Nothing contained herein shall,
however, preclude Xxxx from receiving any additional discretionary bonus or
compensation specifically approved in writing for Xxxx in advance by the
Company's Board.
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3.5. Tax Consequences. Xxxx acknowledges that, to the extent the
value of any of the benefits provided to him under this Article 3 constitute
taxable income to him, he shall be responsible for the payment of such taxes and
the Company may withhold or deduct to satisfy his tax liability as permitted by
applicable law.
ARTICLE 4
VARIABLE AND EQUITY COMPENSATION
4.1. Incentive Pay. Xxxx shall be paid a 5% override of gross
revenues generated by the Subsidiary, including fees and commissions. These
amounts will be paid on a monthly basis, 30 days in arrears, following the
period in which the commissions or fees are earned.
4.2. Equity Bonus. Xxxx will be granted 9,375 shares of the
Company's common stock (having a per share price of $8 and an aggregate value of
$75,000 as of October 1998), subject to a forfeiture provision if the stock does
not become vested. The stock shall vest in equal one-third increments beginning
on the first anniversary of the date of grant, and each one-year anniversary
thereafter, if Xxxx is employed by the Company at that time and has met certain
performance objectives for that one-year period as established for him by the
Company.
For his initial performance goal, Xxxx shall be required to
satisfactorily complete (as determined by the Company's CEO) by December 31,
1998, (i) an acceptable budget, (ii) operating plan, (iii) proper regulatory
filings, (iv) hiring plan, and (v) incorporation of the Subsidiary, unless he
cannot complete these tasks through no fault on his part, or because the Company
management has changed his assignment and goals. Additional or different
performance criteria may be established by the Company as it sees fit each year.
In a situation where Xxxx has satisfactorily and timely completed some, but not
all, of his assigned performance goals, as determined by the Company CEO, the
stock will vest with respect to the shares on a pro-rata basis according to the
percentage of tasks he has successfully completed.
For calendar year 1999, and each subsequent calendar year thereafter,
Xxxx, if he achieves certain performance parameters established by the Company
in early 1999, will be granted: (i) an option to buy Company stock up to a value
of $37,500 on the date of grant, and (ii) up to a lump-sum cash payment of
$37,500, less applicable deductions or withholding. These performance goals
include (a) the achievement of budgeted profitability, (b) achievement and
stability of an annual 25% XXX minimum, (c) net income growth of 10% per year or
greater, (d) satisfactory regulatory exams; and (e) other performance standards
established by the Company. The lump-sum cash incentive payment, if earned,
shall be payable in March 2000, and each subsequent March thereafter. The stock
option, if earned, shall be granted and immediately exercisable in March 2000,
and each subsequent March thereafter. The specific terms and conditions of the
Company stock and option grant under this provision shall be contained in a
separate stock and option agreement, executed by the parties.
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ARTICLE 5
TERM; RENEWAL
5.1. Term. Xxxx'x employment pursuant to this Agreement shall
commence on October 15, 1998 and shall continue until October 15, 2001, at which
time this Agreement shall expire unless extended as provided in Section 5.2, or
unless earlier terminated under Article 6.
5.2. Renewal. In October 2001, the Company and Xxxx agree to
discuss whether to extend the terms of the Agreement for an additional two-year
period, through October 15, 2003. Neither party is under any obligation to renew
or extend the terms of this Agreement. There shall be no extension or renewal of
this Agreement (except Articles 7 and 8, each of which shall continue in effect
as provided in this Agreement, unless and until modified in writing by the
parties), by operation of law or otherwise unless by the written agreement or
consent of both the Company and Xxxx prior to the expiration of the initial
term.
ARTICLE 6
EVENTS OF TERMINATION
6.1. Termination for Failure to Obtain Regulatory Approval. If the
applicable regulatory authorities refuse the necessary approvals for Xxxx to
serve as President and CEO of the Subsidiary, or otherwise substantially limit
the scope of duties he may perform in that capacity, this Agreement shall
terminate automatically and be of not further legal force or effect.
6.2. Termination by the Company.
(a) General. The Company shall have the right to
terminate this Agreement, with or without cause, upon the vote of at least
two-thirds of a quorum of the Company Board, at any time during the term of this
Agreement by giving written notice to Xxxx. The termination shall become
effective on the date specified in the notice, which termination date shall not
be a date prior to the date fourteen (14) days following the date of the notice
of termination itself.
(b) Cause Defined. For purposes of this Section 6,
"cause" shall mean (i) a material breach by Xxxx of any covenant or condition
under this Agreement; (ii) the commission by Xxxx of any willful act
constituting dishonesty, fraud, immoral or disreputable conduct which is harmful
to the Company, or the Bank, or their reputation; (iii) any felony conviction of
Xxxx; (iv) any willful act of gross misconduct which is materially and
demonstrably injurious to the Company; (v) material violation by Xxxx of the
Company's policies as set forth in the Company's personnel handbook, if one has
been adopted, or announced by Company management from time to time; (vi)
violation of the Company's drug and alcohol policy as set forth in the Company's
personnel handbook, if one has been adopted, or announced by Company management
from time to time; or (vii) any conduct that renders Xxxx unsuitable for duty as
determined by any regulatory authority that oversees banking or financial
institutions. Prior to termination for cause
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under subparagraph (i) above, Xxxx shall be notified of the cause for
termination and given sixty (60) days from the date of such notice to cure his
breach.
6.3. Termination by Death or Disability of the Employee.
(a) General. In the event of Xxxx'x death during the term
of this Agreement, all obligations of the parties hereunder shall terminate
immediately.
(b) Disability. If the Xxxx is unable to perform his
duties hereunder, with or without any reasonable accommodation (if such
accommodation is legally required), due to mental, physical or other disability
for a period of ninety (90) consecutive days in any 180-day period, as
determined in good faith by the Company Board, this Agreement may be terminated
by the Company, at its option, by written notice to Xxxx, effective on the
termination date specified in such notice, provided that such termination date
shall not be a date prior to the date of the notice of termination itself.
6.4. Termination by Xxxx. Xxxx may terminate this Agreement at any
time, with or without cause, by giving written notice to the Company. Any such
termination shall become effective on the date specified in such notice,
provided that the Company may elect to have such termination become effective on
a date after, but not more than, fourteen (14) days after the date of the
notice.
6.5. Effect of Expiration or Termination.
(a) General. In the event this Agreement expires or is
terminated for any reason, then both parties' obligations hereunder shall
immediately cease (including any right to compensation and benefits under
Articles 3 and 4), except that: (i) Xxxx or his estate or personal
representative shall be entitled to receive the Salary owed to him through the
effective date of such expiration or termination; (ii) the Company will pay, or
reimburse, Xxxx'x reasonable and necessary business expenses incurred prior to
the date this Agreement expires or terminates; and (iii) Xxxx may continue to
participate in any Company benefit plans to the extent he remains eligible to do
so.
(b) Treatment of Incentive Pay and Equity Bonus.
Notwithstanding the above, if this Agreement expires by its terms pursuant to
Article 5, Xxxx shall receive any Incentive Pay and Equity Bonus he has earned
for the period at issue. Additionally, if the Agreement is terminated by the
Company for any reason other than cause (including Xxxx'x death or disability),
Xxxx may be considered for his Incentive Pay and Equity Bonus, on a pro-rata
basis, in the sole discretion of the Company's Board. Such Incentive Pay and
Equity Bonus will not be available to Xxxx if he terminates the Agreement or if
the Company terminates the Agreement for cause.
(c) Special payments in the event of termination for
other than "cause". Xxxx also shall be entitled to the following additional
payments, or rights, if the Agreement is terminated without cause by the Company
for a reason other than Xxxx' death or disability: (i) severance in an amount
equal to his annual base Salary, less any applicable deductions or withholding,
by a lump-sum payment made within thirty (30) days of the Agreement's
termination
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date; (ii) the right, for a 90-day period after the date of termination, to
exercise the option under the stock option agreement referenced in Paragraph 4.2
to the extent the option is exercisable (vested) at the time of termination.
Neither the option nor any stock granted under Section 4.2 will continue to vest
with respect to any additional shares during this 90-day period.
6.6. Cooperation. Following any termination, Xxxx shall fully
cooperate with the Company in all matters related to the handing over and
transitioning of his pending work to other employees of the Company as may be
designated by the Company's Board.
ARTICLE 7
NONCOMPETITION
7.1. Noncompetition.
(a) Xxxx agrees that, during his employment hereunder,
and for a period of one (1) year after the effective date of termination of this
Agreement for any reason, he will not:
(1) Compete (as defined below) with the Company or the
Subsidiary; or
(2) assist a Competitor (as defined below) of the Company
or the Subsidiary by providing consulting or other advisory
services to that Competitor.
(b) The following terms, as used in this Article 7 shall
have the meanings set forth below:
(1) The term "Business" in the case of the
Subsidiary means the provision of investment management
services, investment sales, and purchase and sale of
securities on behalf of the customers of the Subsidiary, the
Company or their affiliates. In the case of the Company, the
term means the provision of banking and financial services,
and other businesses or services that the Company may
establish from time to time during the term of this
Agreement..
(2) The term "Competitor" means any firm,
corporation or entity that is engaged in business
substantially similar to the Company's or the Subsidiary's
Business and that has a facility within five (5) miles of any
financial institution or office owned by the Company or
Subsidiary.
(3) The term "Compete" means to engage in direct
competition with the Company or the Subsidiary by serving as
an employee, consultant, officer, director, proprietor,
partner, stockholder or other security holder (other than a
holder of securities of a corporation listed on a national
securities exchange or the securities of which are regularly
traded in the over-the-counter market, provided that the
Employee at no time owns in excess of 1% of the outstanding
securities of such corporation entitled to vote for the
election of directors or other than of a corporation in which
the Employee makes passive investments through a venture
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fund or similar investment vehicle) of any firm, corporation
or entity that is a Competitor of the Company or Subsidiary.
(c) Xxxx further acknowledges that this Article 7 is an
independent covenant within this Agreement, and that this
covenant shall survive any termination of Agreement and shall
be treated as an independent covenant for the purposes of
enforcement.
(d) Xxxx shall, during the term of this Agreement and
thereafter, notify any prospective employer of the terms and
conditions of this Agreement regarding confidentiality,
nondisclosure and noncompetition.
ARTICLE 8
CONFIDENTIALITY AND NON-DISCLOSURE
8.1. Xxxx shall hold in strict confidence and shall not, either
during the term of this Agreement or after the termination hereof, disclose,
directly or indirectly, to any third party, person, firm, corporation or other
entity, irrespective of whether such person or entity is a competitor of the
Company or is engaged in a business similar to that of the Company or
Subsidiary, any trade secrets or other proprietary or confidential information
of the Company or any Subsidiary or affiliate of the Company or Subsidiary
(collectively, "Proprietary Information") obtained by Xxxx from or through his
employment hereunder. Such Proprietary Information includes but is not limited
to marketing plans, product plans, business strategies, financial information,
forecasts, personnel information and customer lists. Xxxx hereby acknowledges
and agrees that all Proprietary Information referred to in this Article 8 shall
not be used for any purpose other than his duties hereunder and shall be deemed
trade secrets of the Company or the Subsidiary and of its subsidiaries and
affiliates, and that Xxxx shall take such steps, undertake such actions and
refrain from taking such other actions, as mandated by the provisions hereof and
by the provisions of the Virginia Uniform Trade Secret Act. Xxxx further
acknowledges that the Company's or Subsidiary's products and titles may consist
of copyrighted material, and Xxxx shall exercise his best efforts to prevent the
use of such copyrighted material by any person or entity which has not prior
thereto been authorized to use such information by the Company or Subsidiary.
8.2. Xxxx further hereby agrees and acknowledges that any
disclosure of any Proprietary Information prohibited herein, or any breach of
the provisions of Articles 7 or 8 of this Agreement, may result in irreparable
injury and damage to the Company or Subsidiary which will not be adequately
compensable in monetary damages, that the Company or Subsidiary will have no
adequate remedy at law therefor, and that the Company or Subsidiary may obtain
such preliminary, temporary or permanent mandatory or restraining injunctions,
orders or decrees as may be necessary to protect the Company or Subsidiary
against, or on account of, any breach by Xxxx of the provisions contained in
Articles 7 and 8.
8.3. Xxxx further agrees that, upon termination of this Agreement,
whether voluntary or involuntary or with or without cause, he shall notify any
new employer, partner, associate or
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any other firm or corporation with whom Xxxx shall become associated in any
capacity whatsoever of the provisions of Articles 7 and 8, and that the Company
may give such notice to such firm, corporation or other person.
ARTICLE 9
MISCELLANEOUS
9.1. Severability. The Company and Xxxx recognize that the laws and
public policies of the Commonwealth of Virginia are subject to varying
interpretations and change. It is the intention of the Company and of Xxxx that
the provisions of this Agreement shall be enforced to the fullest extent
permissible under the laws and public policies of Virginia, but that the
unenforceability (or the modification to conform to such laws or public
policies) of any provision or provisions hereof shall not render unenforceable,
or impair, the remainder of this Agreement. Accordingly, if any provisions of
this Agreement shall be determined to be invalid or unenforceable, either in
whole or in part, this Agreement shall be deemed amended to delete or modify, as
necessary, the offending provision or provisions and to alter the balance of
this Agreement in order to render it valid and enforceable.
9.2. Assignment. Except as provided below, neither the rights nor
obligations under this Agreement may be assigned by either party, in whole or in
part, by operation of law or otherwise, except that it shall be binding upon and
inure to the benefit of any successor of the Company and its subsidiaries and
affiliates, whether by merger, reorganization or otherwise, or any purchaser of
all or substantially all of the assets of the Company.
Notwithstanding the above, upon the Subsidiary's charter and Xxxx'x
approval as President and CEO, the Company may assign this Agreement to the
Subsidiary. In that event, all references to the "Company" in this Agreement are
deemed to be references to the "Subsidiary," (and references to the Company
Board are deemed to refer to the Subsidiary Board), except that any provision of
this Agreement which refers to both the "Company" and the "Subsidiary"
separately shall continue to be effective with respect to the Company after such
an assignment (and will also be effective as to the Subsidiary). Upon an
assignment of the Agreement by the Company, any obligations owed by Xxxx to the
Company under this Agreement shall be owed to the Subsidiary (except, as noted
above, in those instances where specific references have been made, and
obligations are owed, to both entities). Additionally, any references to the
Company's CEO or President shall remain unchanged after such an assignment, and
the rights and duties of the Company's CEO under this Agreement shall continue
in effect after any assignment.
9.3. Notices. Any notice expressly provided for under this
Agreement shall be in writing, shall be given either manually or by mail and
shall be deemed sufficiently given when actually received by the party to be
notified or when mailed, if mailed by certified or registered mail, postage
prepaid, addressed to such party at their addresses as set forth below. Either
party may, by notice to the other party, given in the manner provided for
herein, change their address for receiving such notices.
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If to the Company, to:
X. Xxxxxxx Xxxx
President & CEO
Cardinal Financial Corporation
00000 Xxx Xxxxxxx
Xxxxxxx, Xxxxxxxx 00000
If to Xxxx, to:
Xx. Xxxxxx X. Xxxx
0000 Xxxxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxxxxxxx 00000
9.4. Governing Law. This Agreement shall be executed, construed and
performed in accordance with the laws of the Commonwealth of Virginia without
reference to conflict of laws principles. The parties agree that the venue for
any dispute hereunder will be the state or federal courts sitting in Virginia
and the parties hereby agree to the exclusive jurisdiction thereof.
9.5. Headings. The section headings contained in this Agreement are
for reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.
9.6. Entire Agreement; Amendments. This Agreement constitutes and
embodies the entire agreement between the parties in connection with the subject
matter hereof and supersedes all prior and contemporaneous agreements and
understandings in connection with such subject matter. No covenant or condition
not expressed in this Agreement shall affect or be effective to interpret,
change or restrict this Agreement. In the event of a conflict or inconsistency
between the terms of this Agreement and the Company's policies regarding
employees, the terms of this Agreement shall supersede the conflicting or
inconsistent Company policies. No change, termination or attempted waiver of any
of the provisions of this Agreement shall be binding unless in writing signed by
Xxxx and on behalf of the Company by an officer thereunto duly authorized by the
Company's Board of Directors. No modification, waiver, termination, rescission,
discharge or cancellation of this Agreement shall affect the right of any party
to enforce any other provision or to exercise any right or remedy in the event
of any other default.
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IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
COMPANY:
CARDINAL FINANCIAL CORPORATION
By:
--------------------------------
Title:
--------------------------------
EMPLOYEE:
--------------------------------
Xxxxxx X. Xxxx
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