Exhibit 10.4
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement"), is made and entered into as of
the 3rd day of November, 2000, by and between CARDINAL FINANCIAL CORPORATION, a
Virginia corporation with its principal offices at 00000 Xxxx Xxxxxx, Xxxxxxx,
Xxxxxxxx 00000 ("Company"), and XXXX X. XXXXXX ("Xxxxxx"), an individual
residing at 0000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, 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, Potomac; and
WHEREAS, Xxxxxx has been retained to provide services in an executive
capacity for the Company and the Bank, and the parties desire to memorialize the
terms and conditions of Xxxxxx'x' continuing employment; and
NOW, THEREFORE, in consideration of the promises and obligations of the
Company and Xxxxxx 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. Xxxxxx shall be employed as Executive Vice President of
the Company after the effective date of this Agreement, but no later than
January 2, 2001 2000. Xxxxxx shall assume the title of President and Chief
Executive Officer of the Bank effective as of the date the Bank is acquired, or
as soon thereafter as all necessary regulatory approvals are obtained allowing
Xxxxxx to serve in that position. Xxxxxx shall continue as Executive Vice
President of the Company.
1.2. Duties and Responsibilities. During the period he is Executive
Vice President of the Company, Xxxxxx shall perform such duties as may be
assigned to him consistent with that position.
Upon becoming President and Chief Executive Officer of the Bank, Xxxxxx
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. Xxxxxx is
also required to perform such other duties consistent with his position as the
Bank Board may direct from time to time.
Prior to Xxxxxx 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 Xxxxxx. During the term of his employment, Xxxxxx 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.
Xxxxxx'x principal office shall be at a location determined by the
President and CEO of the Company.
1.3. Other Affairs. Notwithstanding anything in this Agreement to
the contrary, Xxxxxx 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 Xxxxxx shall not engage in any activities in
violation of Articles 7 and 8 of this Agreement. Xxxxxx 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, Xxxxxx 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's Board (prior to
becoming President and CEO of the Bank) or the written consent of 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;
(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, By Laws, or other
organizational documents;
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(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 By Laws, 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 Xxxxxx, for services
rendered hereunder, salary at the annual rate of ONE HUNDRED AND SIX THOUSAND
DOLLARS ($106,000). 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. Xxxxxx'x salary may not be
adjusted downward at
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any time during the term of this Agreement without his express consent. Xxxxxx'x
salary may be adjusted upward annually at the discretion of the Company Board,
based upon its assessment of Xxxxxx'x performance and the Company's financial
circumstances. Xxxxxx will be considered for his first annual salary raise at
the time of his initial performance review in March 2001, 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. Xxxxxx 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 Xxxxxx'x duties. Reasonable and necessary expenses, as
determined by the Company, incurred by Xxxxxx in connection with the performance
of his duties hereunder will be reimbursed provided that Xxxxxx 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 will consider paying
Xxxxxx'x initiation fee (up to an amount set by the Company's President/CEO),
monthly dues, and reasonable food and entertainment expenses for business
purposes at a country club approved by the Company ("Club") if Xxxxxx desires
membership in a Club, while the Company is under no obligation to do so. In the
event the Company provides this benefit, and Xxxxxx subsequently terminates his
membership in the Club, any proceeds that Xxxxxx 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 Xxxxxx at its expense, which shall remain Company property, and shall
reimburse Xxxxxx 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,
Xxxxxx 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 Xxxxxx is eligible to receive include:
(i) Medical Insurance. So long as the Company provides health and
dental insurance, Xxxxxx (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.
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(ii) Long-term disability. The Company shall pay Xxxxxx'x full
premiums for long-term disability insurance coverage, providing a disability
benefit of up to 60% of Xxxxxx'x 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 Xxxxxx, one annual physical examination through a doctor of Xxxxxx'x
choice.
(iv) Life insurance. The Company shall pay Xxxxxx'x 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 Xxxxxx, which will be owned by the Company, with a retail purchase cost
not to exceed $30,000 taking into account all taxes, fees, charges and the
trade-in or resale value received for Xxxxxx'x existing automobile. Xxxxxx may
select the automobile of his choice, subject to these restrictions.
Alternatively, the Company may lease an automobile on behalf of Xxxxxx, if he so
elects, with monthly payments not to exceed $600, or may provide a monthly
transportation allowance to Xxxxxx not to exceed $600.
(vi) Vacation. Xxxxxx 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.
3.5. No Other Compensation. Except as provided in Article 4 hereof,
Xxxxxx 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 Xxxxxx from receiving any additional discretionary bonus or
compensation specifically approved in writing for Xxxxxx in advance by the
Company's Board.
3.6. Tax Consequences. Xxxxxx 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. Xxxxxx 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 question. Xxxxxx shall be
considered for his
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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 Xxxxxx 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 Xxxxxx'x Salary for the period in question. The
Company Board reserves the right to modify the performance goals established for
Xxxxxx 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. Xxxxxx shall be
considered for an initial stock option grant in September, 2000 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. The term of this Agreement, shall commence no later than
September 1, 2000 and shall continue until August 31, 2003, 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, 2003, the Company and Xxxxxx agree to discuss whether to
extend the terms of the Agreement for an additional two-year period, through
August 31, 2005. 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 Xxxxxx prior to the expiration of the initial
term.
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ARTICLE 6
EVENTS OF TERMINATION
6.1. 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 Xxxxxx.
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 Xxxxxx of any covenant or condition
under this Agreement; (ii) the commission by Xxxxxx 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
Xxxxxx; (iv) any willful act of gross misconduct which is materially and
demonstrably injurious to the Company or the Bank; (v) material violation by
Xxxxxx of the Company's or Bank's policies as set forth in the Company's or
Bank's 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 Company's or Bank's personnel
handbook, if one has been adopted, or announced by Company or Bank management
from time to time; or (vii) any conduct that renders Xxxxxx unsuitable for duty
as determined by any regulatory authority that oversees banking or financial
institutions. Prior to termination for cause under subparagraph (i) above,
Xxxxxx shall be notified of the cause for termination and given sixty (60) days
from the date of such notice to cure his breach.
6.2. Termination by Death or Disability of the Employee.
(a) General. In the event of Xxxxxx'x death during the
term of this Agreement, all obligations of the parties hereunder shall terminate
immediately.
(b) Disability. If the Xxxxxx 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 Xxxxxx, 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.
6.3. Termination by Xxxxxx. Xxxxxx may terminate this Agreement at
any time, with or without cause, by giving written notice to the Company. Any
such
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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.
6.4. 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) Xxxxxx 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, Xxxxxx'x reasonable and necessary business expenses incurred prior to
the date this Agreement expires or terminates; (iii) Xxxxxx may continue to
participate in any Company benefit plans to the extent he remains eligible to do
so; (iv) Xxxxxx agrees to return his Company-owned or Company-leased automobile
and mobile telephone to the Company (unless he purchases the automobile as
provided below); and (v) Xxxxxx 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, Xxxxxx
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 Xxxxxx'x death or disability), Xxxxxx 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 Xxxxxx 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." Xxxxxx 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 Xxxxxx'x 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.
6.5. Cooperation. Following any termination, Xxxxxx 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) Xxxxxx 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 and
that 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.
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(c) Xxxxxx 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) Xxxxxx 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. Xxxxxx 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 Xxxxxx 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. Xxxxxx 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 Xxxxxx 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. Xxxxxx further acknowledges
that the Company's or Bank's products and titles may consist of copyrighted
material, and Xxxxxx 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. Xxxxxx 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 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 Xxxxxx of the
provisions contained in Articles 7 or 8.
8.3. Xxxxxx further agrees that, upon termination of this
Agreement, whether voluntary or involuntary or with or without cause, he shall
notify any new employer,
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partner, associate or any other firm or corporation with whom Xxxxxx 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 Xxxxxx 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 Xxxxxx
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 Xxxxxx'x
approval as President and CEO, the Company may assign this Agreement to the
Bank. In the event of an assignment of this Agreement by the Company to the
Bank, 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" 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 Xxxxxx 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 manually or by mail and
shall be deemed sufficiently
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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 Company, to:
X. Xxxxxxx Xxxx
President & CEO
Cardinal Financial Corporation
00000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
If to Xxxxxx, to:
Xx. Xxxx X. Xxxxxx
0000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, 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
Xxxxxx 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: /s/
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Title:
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EMPLOYEE:
/s/ Xxxx X. Xxxxxx
----------------------------------------
Xxxx X. Xxxxxx
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