Exhibit 10.7
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement"), is made and entered into as of
the 31st day of August, 1998, by and between CARDINAL FINANCIAL CORPORATION, a
Virginia corporation with its principal offices at 00000 Xxx Xxxxxxx, Xxxxxxx,
Xxxxxxxx 00000 ("Company"), and XXXX X. XXXXXXXX ("Xxxxxxxx"), an individual
currently residing at 00000 Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000.
W I T N E S S E T H:
WHEREAS, the Company, a multi-bank holding company, has organized and
chartered a national bank subsidiary, known as Cardinal Bank, N.A.; and
WHEREAS, the Company intends to organize and charter a number of
banking institutions to provide financial and banking services throughout the
Northern Virginia region, including a local bank located in the Reston/Herndon
area of Fairfax County, Virginia ("Bank"); and
WHEREAS, the Company has retained Xxxxxxxx to provide services in an
executive capacity for the Company and the Bank, and the Company and Xxxxxxxx
("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
Company 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, and as Senior Vice President of Cardinal Bank, N.A. since August
31, 1998. Xxxxxxxx shall assume the title of President and Chief Executive
Officer of the Bank effective as of the date the Bank is chartered, or as soon
thereafter as all necessary regulatory approvals are obtained allowing Xxxxxxxx
to serve in that position. Xxxxxxxx shall continue as Executive Vice President
of the Company, but will no longer hold any position with Cardinal Bank, N.A.
after he becomes President and CEO of the Bank.
1.2. Duties and Responsibilities. As Executive Vice President of
the Company, Xxxxxxxx shall perform such duties as may be assigned to him
consistent with that position.
Upon becoming President and Chief Executive Officer of the Bank,
Xxxxxxxx will be responsible for the supervision of all Bank operations and
personnel, 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 Board of Directors of Cardinal Financial Corporation
and/or the Cardinal Financial Corporation CEO. Xxxxxxxx is also required to
perform such other duties consistent with his position as the Bank Board may
direct from time to time.
Prior to Xxxxxxxx becoming President and CEO of the Bank, the board of
directors of the Company ("Company Board"), and thereafter 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 Company and the Bank and shall use his best
efforts to promote their interests.
Xxxxxxxx' principal office shall be at a Northern Virginia 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 Company may offer him employment in another senior-level
position, but is under no obligation to do so. If Xxxxxxxx accepts employment by
the Company in an alternate position, Xxxxxxxx and the Company agree to
negotiate in good faith regarding a written contract for 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's 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 Company Board (prior to
becoming President and CEO of the Bank) or the Bank Board (after becoming the
Bank's President and CEO), which consent may be withheld in either Board's
absolute discretion, or except 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;
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(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 except when acting within approved loan authorities;
(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;
(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's CEO.
2.2. Board Action. Unless otherwise noted herein, whenever any
action by the Company's Board or the Bank'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.
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ARTICLE 3
COMPENSATION AND BENEFITS
3.1. Salary. The Company 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 Company Board, based upon its assessment of Xxxxxxxx' performance and the
Company'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
Company, including expenses for travel, entertainment, and other activities
associated with Xxxxxxxx' duties. Reasonable and necessary expenses, as
determined by the Company, incurred by Xxxxxxxx in connection with the
performance of his duties hereunder will be reimbursed provided that Xxxxxxxx
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. Special Expenses. In addition to the general expenses
authorized by Section 3.2, the Company agrees to pay, or reimburse, the
following specific items:
(i) Country club membership. The Company agrees to pay Xxxxxxxx'
initiation fee (up to an amount set by the President/CEO of the Company),
monthly dues, and reasonable food and entertainment expenses for business
purposes at Hidden Creek Country Club, or another club approved by the Company
as being comparable in cost to Hidden Creek Country Club ("Club"). In the event
Xxxxxxxx terminates his membership in the Club within five (5) years after
initial employment with the Company and this Agreement has not been terminated,
any proceeds that Xxxxxxxx receives from the sale of his membership interest or
equity in the Club shall be reimbursed by him to the Company.
(ii) Mobile telephone. The Company agrees to purchase a mobile phone
for Xxxxxxxx at its expense, which shall remain Company 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 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 Board. This includes eligibility to participate in the Company's
qualified retirement plans as permitted by the terms of such plans. Specific
benefits that Xxxxxxxx is eligible to receive include, but are not limited to:
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(i) Medical Insurance. So long as the Company provides health and
dental insurance, Xxxxxxxx (and his eligible family members, which include his
wife and children) 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 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 Company agrees to provide, at no
cost to Xxxxxxxx, one annual physical examination through a doctor of Xxxxxxxx'
choice.
(iv) Life insurance. The Company shall pay Xxxxxxxx' premiums, for his
purchase of a term life insurance policy providing a death benefit of $500,000,
through a carrier selected by the Company.
(v) Automobile. The Company agrees to purchase an automobile for use by
Xxxxxxxx, which will be owned by the Company, with a retail purchase cost not to
exceed $35,000 taking into account all taxes, fees, charges and the trade-in or
resale value received for Xxxxxxxx' existing automobile. Xxxxxxxx may select the
automobile of his choice, subject to these restrictions. Alternatively, the
Company may lease an automobile on behalf of Xxxxxxxx, if he so elects, with
monthly payments not to exceed $600.
(vi) Vacation. Xxxxxxxx shall be entitled to receive four weeks of paid
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.
3.5. 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 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
Company'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 Company 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
Company-approved bonus/performance plan. This maximum bonus opportunity may not
be decreased below 30% of his Salary for the period in
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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. As soon as practicable, but in no event
later than 30 days, after the execution of this Agreement, Xxxxxxxx shall be
granted a non-qualified option to buy 750 shares of the Company's common stock,
at an exercise price of $10.00 per share. This option will contain a three-year
vesting schedule, and shall expire ten years after the option is fully
exercisable. The parties agree to execute a separate stock option agreement
memorializing the terms of the option.
Each year Xxxxxxxx shall be considered for a non-qualified stock option
grant to buy stock of the Company on the date the Company Board determines that
he has achieved certain annual performance objectives established under a
Company-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 Company-approved
bonus/performance plan. This maximum grant opportunity may not be decreased
below 20% of Xxxxxxxx' Salary for the period in question. The Company 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.
ARTICLE 5
TERM; RENEWAL
5.1. Term. Xxxxxxxx' employment, pursuant to this Agreement, shall
commence on August 31, 1998 and shall continue until August 31, 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 August 31, 2001, the Company and Xxxxxxxx agree to discuss in good
faith whether to extend the terms of the Agreement for an additional two-year
period, through August 31, 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 Xxxxxxxx prior to the expiration of the initial
term.
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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 Company.
General. The Company shall have the right to terminate this Agreement,
with or without cause, by at least a two-thirds vote of the Company'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.
(a) 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 its reputation; (iii) any felony conviction of
Xxxxxxxx; (iv) any willful act of gross misconduct which is materially and
demonstrably injurious to the Company; (v) material violation by Xxxxxxxx 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 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, 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 the 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 Company Board, this Agreement may be terminated
by the Company, 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 Company. Any
such termination shall
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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) 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 Company 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 Company benefit plans to the extent he remains eligible to do
so; (iv) Xxxxxxxx agrees to return his Company-owned automobile, if he elected
this option under Section 3.4(v) under this Agreement, and mobile telephone to
the Company (unless he purchases the automobile as provided below); and (v)
Xxxxxxxx shall become solely responsible for the payment of any outstanding Club
initiation fees, and all 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 Company 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
Company's Board. Such Performance Bonus will not be available to Xxxxxxxx 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." Xxxxxxxx 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 Xxxxxxxx' 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 date; (ii) the right to purchase his Company automobile
at current book value, as determined by the Company; (iii) 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 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.
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ARTICLE 7
NONCOMPETITION
7.1. Noncompetition.
(a) Xxxxxxxx agrees that, during his employment
hereunder, and for a period of one (1) year after the effective date of
termination of this Agreement, he will not:
(1) Compete (as defined below) with the Company
or the Bank; or
(2) assist a Competitor (as defined below) of
the Company or the 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 or Bank's "Business" means the
provision 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 or Bank'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 ($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 or Bank.
(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 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 Company or Bank.
(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.
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(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 its 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 and 8 of this Agreement, may result in irreparable
injury and damage to the Company which will not be adequately compensable in
monetary damages, that the Company will have no adequate remedy at law therefor,
and that the Company may obtain, if warranted in the discretion of a competent
court, such preliminary, temporary or permanent mandatory or restraining
injunctions, orders or decrees as may be necessary to protect the company
against, or on account of, any breach by Xxxxxxxx of the provisions contained in
Articles 7 or 8.
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, if applicable to such new employment or
association, and that the Company may give such notice to such firm, corporation
or other person if the Company deems those Articles applicable as described in
this Agreement.
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ARTICLE 9
MISCELLANEOUS
9.1. Severability. The Company 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 Company 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. 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 Bank's charter and Xxxxxxxx'
approval as President and CEO, the Company may assign this Agreement to the
Bank. In that event, all references to the "Company" in this Agreement are
deemed to be references to the "Bank," (and references to the Company Board are
deemed to refer to the Bank Board), except that any provision of this Agreement
which refers to both the "Company" and the "Bank" separately shall continue to
be effective with respect to the Company after such an assignment (and will also
be effective as to the Bank). Upon an assignment of the Agreement by the
Company, any obligations owed by Xxxxxxxx to the Company under this Agreement
shall be owed to the Bank (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 personally 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 Xxxxxxxx, to:
Xx. Xxxx X. Xxxxxxxx
00000 Xxxxxxx Xxxxx
Xxxxxxx, 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
Xxxxxxxx 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:
--------------------------------
Xxxx X. Xxxxxxxx
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