Exhibit 10.6
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement"), is made and entered into as of
the 12th day of February, 1999, by and between CARDINAL BANK, N.A., a Virginia
corporation with its principal offices at 00000 Xxx Xxxxxxx, Xxxxxxx, Xxxxxxxx
00000 ("Bank"), and F. XXXXX XXXXXXXX ("Xxxxxxxx"), an individual residing at
0000 Xxxxx Xxxxx Xxxxx, Xxxxxx, Xxxxxxxx 00000.
W I T N E S S E T H:
WHEREAS, Cardinal Financial Corporation, a multi-bank holding company
("Company"), has organized and chartered a national bank subsidiary, known as
Cardinal Bank, N.A.; and
WHEREAS, Xxxxxxxx has been retained to provide services in an executive
capacity for the Bank and the Company and the parties desire to memorialize the
terms and conditions of Xxxxxxxx' continuing employment; and
NOW, THEREFORE, in consideration of the promises and obligations of the
Bank and Xxxxxxxx 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. Xxxxxxxx has been employed as Executive Vice President
of the Company since January 19, 1998, and as Executive Vice President of the
Bank since June 8, 1998. Xxxxxxxx shall assume the title of President and Chief
Executive Officer of the Bank effective as of the date all necessary regulatory
approvals are obtained allowing Xxxxxxxx to serve in that position. Xxxxxxxx
shall continue as Executive Vice President of the Company.
1.2. Duties and Responsibilities. As Executive Vice President of
the Company and Executive Vice President of the Bank, Xxxxxxxx shall perform
such duties as may be assigned to him consistent with those positions.
Upon becoming President and Chief Executive Officer of the Bank,
Xxxxxxxx will be responsible for the supervision of all Bank operations, the
development of recommendations to the board of directors of the Bank ("Bank
Board") of plans and policies for the Bank, and shall serve on professional or
civic organizations to promote the interests of the Bank if so directed by the
Bank Board. Xxxxxxxx is also required to perform such other duties consistent
with his position as the Bank Board may direct from time to time. The Bank Board
may, in its sole discretion, increase, lessen, or limit the specific duties and
responsibilities of Xxxxxxxx. During the term of his employment, Xxxxxxxx is
required to devote his full time, attention, and efforts, with undivided
loyalty, to the business of the Bank and the Company and shall use his best
efforts to promote their interests.
Xxxxxxxx' principal office shall be at a location determined by the
President and CEO of the Company.
1.3. Failure to Obtain Regulatory Approval. In the event Xxxxxxxx
does not receive regulatory approval to hold the position of President and CEO
of the Bank, the Bank may offer him employment in another senior-level position
with the Bank or another banking subsidiary of the Company, but is under no
obligation to do so. If Xxxxxxxx accepts employment by the Bank in an alternate
position, Xxxxxxxx and the Bank agree to negotiate in good faith regarding an
equitable compensation and benefits package based on the position he holds.
1.4. Other Affairs. Notwithstanding anything in this Agreement to
the contrary, Xxxxxxxx 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 Bank and do not unreasonably interfere
with the performance of his duties or responsibilities as set forth in this
Agreement, and provided that Xxxxxxxx shall not engage in any activities in
violation of Articles 7 and 8 of this Agreement. Xxxxxxxx may also serve as a
member of the board of directors of other organizations, subject to the advance
approval of the Company CEO.
ARTICLE 2
RELATIONSHIP WITH BOARD
2.1. Significant Actions. Unless otherwise specifically permitted
by Company or Bank policy, Xxxxxxxx agrees not to undertake, or authorize any
other employee of the Company or Bank to undertake, any of the following
actions, except with the prior written consent of the Bank's Board or the
Board's designee, which consent may be withheld in the Board's absolute
discretion, or as authorized by the Company's CEO in certain instances noted
below:
(a) guarantee by the Company or Bank 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 Bank;
(c) amendment, change, extension, renewal, waiver, or
modification of any material agreement to which the Company, Bank or their
affiliates are or may be a party, or any rights or obligations of the parties
under any of the foregoing;
(d) change corporate purpose of the Company or Bank, or
the Company's or Bank'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
Bank except in the ordinary course of business;
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(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 Bank to expend or incur liability or debt in excess of
the approved Company or Bank budgets for such expenditure.
(g) compromise or settle any material claim asserted by
or against the Company or Bank;
(h) change the Company's or Bank's certified public
accountants, law firms, or other professionals currently retained or utilized by
the Company or Bank;
(i) change location of the principal office, or other
facilities of the Company or Bank;
(j) lend money on behalf of the Company or Bank, except
routine transactions in the ordinary course of business; or
(k) add a position or personnel function, hire an
officer, or terminate Company employees without the prior consent of the Company
CEO.
2.2. Board Action. Unless otherwise noted herein, whenever any
action by the Bank Board is required or permitted under this Agreement, the
Chairman of the 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 Bank's Articles
of Incorporation and ByLaws, and such action must be evidenced in writing before
being effective. Meetings held by such Board in accordance with this Agreement
may be conducted by teleconference, and in executive session.
ARTICLE 3
COMPENSATION AND BENEFITS
3.1. Salary. The Bank agrees to pay Xxxxxxxx, for services rendered
hereunder, salary at the annual rate of ONE HUNDRED THOUSAND DOLLARS ($100,000).
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. Xxxxxxxx' salary may not be adjusted downward at
any time during the term of this Agreement without his express consent.
Xxxxxxxx' salary may be adjusted upward annually at the discretion of the Bank
Board, based upon the Board's assessment of Xxxxxxxx' performance and the Bank's
financial circumstances. Xxxxxxxx will be considered for his first annual salary
raise at the time of his initial performance review in March 1999, 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. Xxxxxxxx is expected from time to time to
incur reasonable and necessary expenses for promoting the business of the Bank,
including expenses for travel,
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entertainment, and other activities associated with Xxxxxxxx' duties. Reasonable
and necessary expenses, as determined by the Bank, incurred by Xxxxxxxx in
connection with the performance of his duties hereunder will be reimbursed
provided that Xxxxxxxx follows Bank procedures for the reimbursement of such
expenses, including submission of reasonably detailed verification of the nature
and amount of such expenses.
3.3. Special Expenses. In addition to the general expenses
authorized by Section 3.2, the Bank agrees to pay, or reimburse, the following
specific items:
(i) Country club dues. The Bank agrees to pay Xxxxxxxx' monthly dues,
and reasonable food and entertainment expenses for business purposes at Westwood
Country Club ("Club").
(ii) Mobile telephone. The Bank agrees to purchase a mobile phone for
Xxxxxxxx at its expense, which shall remain Bank property, and shall reimburse
Xxxxxxxx for reasonable and necessary fees and charges related to the use of
such phone for business purposes.
3.4. Benefits. Except as otherwise provided in this Agreement,
Xxxxxxxx will be entitled to participate in the same manner as other executive
and managerial employees in all retirement, health and welfare, and other fringe
benefit programs applicable to other managerial employees of the Bank generally
which may be authorized, adopted and amended from time to time by the Bank
Board. This includes eligibility to participate in the Bank's qualified
retirement plans as permitted by the terms of such plans. Specific benefits that
Xxxxxxxx is eligible to receive include:
(i) Medical Insurance. So long as the Bank provides health and dental
insurance, Xxxxxxxx (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 Bank.
(ii) Long-term disability. The Bank shall pay Xxxxxxxx' full premiums
for long-term disability insurance coverage, providing a disability benefit of
up to 60% of Xxxxxxxx' salary (as defined by the applicable plan or policy), so
long as the Company offers group long-term disability insurance coverage for its
employees.
(iii) Annual physical examination. The Bank agrees to provide, at no
cost to Xxxxxxxx, one annual physical examination through a doctor of Xxxxxxxx'
choice.
(iv) Life insurance. The Bank shall pay Xxxxxxxx' premiums for his
purchase of a term life insurance policy, providing a death benefit of $500,000,
through a Bank-approved carrier.
(v) Automobile. The Bank agrees to pay Xxxxxxxx $600 per month, as an
automobile or personal transportation allowance.
(vi) Vacation. Xxxxxxxx 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 Bank's standard
policies.
3.5. No Other Compensation. Except as provided in Article 4 hereof,
Xxxxxxxx shall receive no compensation or remuneration in addition to that set
forth in this Article 3 for any services
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by him in any capacity to the Company, the Bank, or any affiliated corporation.
Nothing contained herein shall, however, preclude Xxxxxxxx from receiving any
additional discretionary bonus or compensation specifically approved in writing
for Xxxxxxxx in advance by the Bank's Board.
3.6. Tax Consequences. Xxxxxxxx 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 Bank may withhold or deduct to satisfy his tax liability as permitted by
applicable law.
ARTICLE 4
VARIABLE AND EQUITY COMPENSATION
4.1. Performance Bonus. Xxxxxxxx shall be considered annually for a
cash bonus, up to, but not to exceed, thirty percent (30%) of his annual Salary,
based on the attainment of certain performance objectives established in a
Bank-approved bonus/performance plan. This maximum bonus opportunity may not be
decreased below 30% of his Salary for the period in question. Xxxxxxxx shall be
considered for his initial Performance Bonus in March 1999 and each March
thereafter for the term of this Agreement. If awarded, payment of the bonus will
occur as soon as practicable after March 1 of each year.
4.2. Stock Option Grant. Each year Xxxxxxxx shall be considered for
a non-qualified stock option grant to buy stock of the Company on the date the
Bank Board determines that he has achieved certain annual performance objectives
established under a Bank-approved bonus/performance plan. This grant will be up
to, but will not exceed twenty percent (20%) of his annual Salary, based on the
attainment of certain performance objectives established in a Bank-approved
bonus/performance plan. This maximum grant opportunity may not be decreased
below 20% of Xxxxxxxx' Salary for the period in question. The Bank Board
reserves the right to modify the performance goals established for Xxxxxxxx from
year to year. The other specific terms and conditions of the option will be
memorialized in a separate stock option agreement, executed by the parties on
the date of grant of the option. The parties agree generally, however, that the
exercise price of the option shall be the fair market value of the stock on the
date of grant, and that the option will vest and become exercisable in equal
installment over a three-year period. Xxxxxxxx shall be considered for an
initial stock option grant in March 1999 and each March hereafter for the term
of this Agreement. The option, if earned, shall be granted as soon as
practicable after March 1 of each year.
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ARTICLE 5
TERM; RENEWAL
5.1. Term. Xxxxxxxx' employment pursuant to this Agreement shall
commence on February 12, 1999 and shall continue until January 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. Before the expiration of the initial term of this
Agreement on January 15, 2001, the Bank and Xxxxxxxx agree to discuss whether to
extend the terms of the Agreement for an additional two-year period, through
January 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 Bank and Xxxxxxxx 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 Xxxxxxxx to
serve as President and CEO of the Bank, 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.
6.2. Termination by the Bank.
(a) General. The Bank shall have the right to terminate
this Agreement, with or without cause, by at least a two-thirds vote of
the Bank's Board, at any time during the term of this Agreement by
giving written notice to Xxxxxxxx. 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 Xxxxxxxx of any covenant or
condition under this Agreement; (ii) the commission by Xxxxxxxx of any
willful act constituting dishonesty, fraud, immoral or disreputable
conduct which is harmful to the Company or the Bank, or its reputation;
(iii) any felony conviction of Xxxxxxxx; (iv) any willful act of gross
misconduct which is materially and demonstrably injurious to the
Company or the Bank; (v) material violation by Xxxxxxxx of the
Company's or Bank's policies as set forth in the personnel handbook, if
one has been adopted, or announced by Company or Bank management from
time to time; (vi) violation of the Company's or Bank's drug and
alcohol policy as set forth in the personnel handbook, if one has been
adopted, or announced by Company or Bank management from time to time;
or (vii) any conduct that renders Xxxxxxxx unsuitable for duty as
determined by any regulatory authority that oversees banking or
financial institutions. Prior to termination for cause under
subparagraph (i) above,
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Xxxxxxxx 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 Xxxxxxxx' death during the
term of this Agreement, all obligations of the parties hereunder shall
terminate immediately.
(b) Disability. If Xxxxxxxx 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 Bank Board, this Agreement
may be terminated by the Bank, at its option, by written notice to
Xxxxxxxx, 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 Xxxxxxxx. Xxxxxxxx may terminate this Agreement
at any time, with or without cause, by giving written notice to the Bank. Any
such termination shall become effective on the date specified in such notice,
provided that the Bank 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) Xxxxxxxx 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 Bank will pay, or reimburse, Xxxxxxxx' reasonable
and necessary business expenses incurred prior to the date this
Agreement expires or terminates; (iii) Xxxxxxxx may continue to
participate in any Bank benefit plans to the extent he remains eligible
to do so; (iv) Xxxxxxxx agrees to return his mobile telephone to the
Bank; and (v) Xxxxxxxx shall become solely responsible for the payment
of any outstanding Club dues and expenses thereafter.
(b) Treatment of Performance Bonus. Notwithstanding the
above, if this Agreement expires by its terms pursuant to Article 5,
Xxxxxxxx shall receive any Performance Bonus he has earned for the
period at issue. Additionally, if the Agreement is terminated by the
Bank for any reason other than cause (including Xxxxxxxx' death or
disability), Xxxxxxxx may be considered for his Performance Bonus, on a
pro-rata basis, in the sole discretion of the Bank Board. Such
Performance Bonus will not be available to Xxxxxxxx if he terminates
the Agreement or if the Bank terminates the Agreement for cause.
(c) Special payments in the event of termination for
other than "cause". Xxxxxxxx also shall be entitled to the following
additional payments, or rights, if the Agreement is terminated without
cause by the Bank for a reason other than Xxxxxxxx' death or
disability: (i)
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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 date; and (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. The option will not continue to vest with respect to any
additional shares during this 90-day period.
6.6. Cooperation. Following any termination, Xxxxxxxx shall fully
cooperate with the Bank in all matters related to the handing over and
transitioning of his pending work to other employees of the Bank as may be
designated by the Bank's Board.
ARTICLE 7
NONCOMPETITION
7.1. Noncompetition.
(a) Xxxxxxxx agrees that, during his employment
hereunder, and for a period of six (6) months after the effective date of
termination of this Agreement, he will not:
(1) Compete (as defined below) with the Company
or Bank; or
(2) assist a Competitor (as defined below) of
the Company or Bank 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 Company's and Bank's "Business" means
the provisions of banking and financial services and other
businesses or services that the Company or Bank 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 Business that: (i) is
in the process of starting up operations or which has been
chartered and operating for fewer than five (5) years; (ii)
has assets of five hundred million dollars ($500,000,000) or
less; and (iii) has a facility within five (5) miles of the
Company or Bank or any banking institution owned by the
Company.
(3) The term "Compete" means to engage in direct
competition with the Company or Bank 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
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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 fund or similar
investment vehicle) of any firm, corporation or entity that is
a Competitor of the Bank or the Company.
(c) Xxxxxxxx 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) Xxxxxxxx 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. Xxxxxxxx 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 Bank or is engaged in a business similar to that of the Company or
Bank, any trade secrets or other proprietary or confidential information of the
Company or Bank or any subsidiary or affiliate of the Company or Bank
(collectively, "Proprietary Information") obtained by Xxxxxxxx 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. Xxxxxxxx
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 Bank and of their
subsidiaries and affiliates, and that Xxxxxxxx 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. Xxxxxxxx further acknowledges that the Company's or Bank's products and
titles may consist of copyrighted material, and Xxxxxxxx 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 Bank.
8.2. Xxxxxxxx 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 Bank which will not be adequately
compensable in monetary damages, that the Company and Bank will have no adequate
remedy at law therefor, and that the Company or Bank may obtain such
preliminary, temporary or permanent mandatory or restraining injunctions, orders
or decrees as may be necessary to protect the Company and Bank against, or on
account of, any breach by Xxxxxxxx of the provisions contained in Articles 7 and
8.
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8.3. Xxxxxxxx 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 any other firm or corporation
with whom Xxxxxxxx shall become associated in any capacity whatsoever of the
provisions of Articles 7 and 8, and that the Company or Bank may give such
notice to such firm, corporation or other person.
ARTICLE 9
MISCELLANEOUS
9.1. Severability. The Bank and Xxxxxxxx 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 Bank and of Xxxxxxxx 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. The rights and obligations under this Agreement
may be assigned by the Bank, in whole or in part, by operation of law or
otherwise, and those rights and obligations shall be binding upon and inure to
the benefit of any successor of the Bank and its subsidiaries and affiliates,
whether by merger, reorganization or otherwise, or any purchaser of all or
substantially all of the assets of the Bank. No rights or obligations under this
Agreement may be assigned by Xxxxxxxx.
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.
If to the Bank, to:
X. Xxxxxxx Xxxx
President & CEO
Cardinal Financial Corporation
00000 Xxx Xxxxxxx
Xxxxxxx, Xxxxxxxx 00000
If to Xxxxxxxx, to:
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Mr. F. Xxxxx Xxxxxxxx
0000 Xxxxx Xxxxx 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 Bank's policies regarding employees,
the terms of this Agreement shall supersede the conflicting or inconsistent Bank
policies. No change, termination or attempted waiver of any of the provisions of
this Agreement shall be binding unless in writing signed by Xxxxxxxx and on
behalf of the Bank by an officer thereunto duly authorized by the Bank'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:
--------------------------------
F. Xxxxx Xxxxxxxx
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