Exhibit 10.3
THIS EMPLOYMENT AGREEMENT ("Agreement"), is made and entered into as of
the 17th day of December, 1998, by and between CARDINAL FINANCIAL CORPORATION, a
Virginia corporation with its principal offices at 00000 Xxx Xxxxxxx, Xxxxxxx,
Xxxxxxxx 00000 ("Company"), and XXXXX X. XXXXXXX, III ("Xxxxxxx"), an individual
residing at 0000 Xxxxxx Xxxx Xxxx, Xxxxxxxxxx, 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 Alexandria, Virginia
("Bank"); and
WHEREAS, Xxxxxxx 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 Xxxxxxx' continuing employment; and
NOW, THEREFORE, in consideration of the promises and obligations of the
Company and Xxxxxxx 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. Xxxxxxx shall be employed as Executive Vice President
of the Company after the effective date of this Agreement, but no later than
October 31, 1998. Xxxxxxx 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
Xxxxxxx to serve in that position. Xxxxxxx 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, Xxxxxxx shall perform such duties as may be
assigned to him consistent with that position.
Upon becoming President and Chief Executive Officer of the Bank,
Xxxxxxx 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.
Xxxxxxx is also required to perform such other duties consistent with his
position as the Bank Board may direct from time to time.
Prior to Xxxxxxx 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 Xxxxxxx. During the term of his employment, Xxxxxxx 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.
Xxxxxxx' 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 Xxxxxxx
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 Xxxxxxx accepts employment by
the Company in an alternate position, Xxxxxxx and the Company 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, Xxxxxxx 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 Xxxxxxx shall not engage in any activities in
violation of Articles 7 and 8 of this Agreement. Xxxxxxx 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, Xxxxxxx 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;
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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;
(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.
ARTICLE 3
COMPENSATION AND BENEFITS
3.1. Salary. The Company agrees to pay Xxxxxxx, for services
rendered hereunder, salary at the annual rate of ONE HUNDRED THOUSAND DOLLARS
($100,000). Such salary shall be
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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. Xxxxxxx' salary may not be adjusted downward at any time during the term
of this Agreement without his express consent. Xxxxxxx' salary may be adjusted
upward annually at the discretion of the Company Board, based upon its
assessment of Xxxxxxx' performance and the Company's financial circumstances.
Xxxxxxx 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. Xxxxxxx 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 Xxxxxxx' duties. Reasonable and necessary expenses, as
determined by the Company, incurred by Xxxxxxx in connection with the
performance of his duties hereunder will be reimbursed provided that Xxxxxxx
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 Xxxxxxx'
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 Xxxxxxx desires membership in a
Club, while the Company is under no obligation to do so. In the event the
Company provides this benefit, and Xxxxxxx subsequently terminates his
membership in the Club, any proceeds that Xxxxxxx 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 Xxxxxxx at its expense, which shall remain Company property, and shall
reimburse Xxxxxxx 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,
Xxxxxxx 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 Xxxxxxx is eligible to receive include:
(i) Medical Insurance. So long as the Company provides health and
dental insurance, Xxxxxxx (and his eligible family members) shall have the
opportunity to participate in the same manner and on the same terms as other
officers and employees of the Company.
(ii) Long-term disability. The Company shall pay Xxxxxxx' full premiums
for long-term disability insurance coverage, providing a disability benefit of
up to 60% of Xxxxxxx' salary (as defined
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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 Xxxxxxx, one annual physical examination through a doctor of Xxxxxxx'
choice.
(iv) Life insurance. The Company shall pay Xxxxxxx' 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
Xxxxxxx, 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 Xxxxxxx' existing automobile. Xxxxxxx may select the
automobile of his choice, subject to these restrictions. Alternatively, the
Company may lease an automobile on behalf of Xxxxxxx, if he so elects, with
monthly payments not to exceed $600, or may provide a monthly transportation
allowance to Xxxxxxx not to exceed $600.
(vi) Vacation. Xxxxxxx 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,
Xxxxxxx 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 Xxxxxxx from receiving any additional discretionary bonus or
compensation specifically approved in writing for Xxxxxxx in advance by the
Company's Board.
3.6. Tax Consequences. Xxxxxxx 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. Xxxxxxx 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. Xxxxxxx 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 Xxxxxxx shall be considered for
a non-qualified stock option grant to buy stock of the Company on the date the
Company Board determines that
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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 Xxxxxxx' Salary for the period in question. The Company Board
reserves the right to modify the performance goals established for Xxxxxxx 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. Xxxxxxx 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. Xxxxxxx' employment, pursuant to this Agreement, shall
commence no later than October 31, 1998 and shall continue until October 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 October 31, 2001, the Company and Xxxxxxx agree to discuss whether
to extend the terms of the Agreement for an additional two-year period, through
October 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 Xxxxxxx 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 Xxxxxxx 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
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Agreement by giving written notice to Xxxxxxx. 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 Xxxxxxx of any covenant or condition
under this Agreement; (ii) the commission by Xxxxxxx 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
Xxxxxxx; (iv) any willful act of gross misconduct which is materially and
demonstrably injurious to the Company or the Bank; (v) material violation by
Xxxxxxx 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 Xxxxxxx unsuitable for duty
as determined by any regulatory authority that oversees banking or financial
institutions. Prior to termination for cause under subparagraph (i) above,
Xxxxxxx 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 Xxxxxxx' death during the
term of this Agreement, all obligations of the parties hereunder shall terminate
immediately.
(b) Disability. If the Xxxxxxx 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 Xxxxxxx, 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 Xxxxxxx. Xxxxxxx may terminate this Agreement
at any time, with or without cause, by giving written notice to the Company. Any
such termination shall become effective on the date specified in such notice,
provided that the Company may elect to have such termination become effective on
a date after, but not more than, fourteen (14) days after the date of the
notice.
6.5. Effect of Expiration or Termination.
(a) General. In the event this Agreement expires or is
terminated for any reason, then both parties' obligations hereunder shall
immediately cease (including any right to compensation and benefits under
Articles 3 and 4), except that: (i) Xxxxxxx 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, Xxxxxxx' reasonable and necessary business expenses incurred prior to
the date this Agreement expires or
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terminates; (iii) Xxxxxxx may continue to participate in any Company benefit
plans to the extent he remains eligible to do so; (iv) Xxxxxxx 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) Xxxxxxx
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, Xxxxxxx
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 Xxxxxxx' death or disability), Xxxxxxx 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 Xxxxxxx 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." Xxxxxxx 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 Xxxxxxx' 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, Xxxxxxx shall fully
cooperate with the Company in all matters related to the handing over and
transitioning of his pending work to other employees of the Company as may be
designated by the Company's Board.
ARTICLE 7
NONCOMPETITION
7.1. Noncompetition.
(a) Xxxxxxx 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.
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(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.
(c) Xxxxxxx 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) Xxxxxxx 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. Xxxxxxx 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 Xxxxxxx 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. Xxxxxxx 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
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Bank and of its subsidiaries and affiliates, and that Xxxxxxx 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. Xxxxxxx further acknowledges that the Company's or Bank's
products and titles may consist of copyrighted material, and Xxxxxxx 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. Xxxxxxx 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 Xxxxxxx of the
provisions contained in Articles 7 or 8.
8.3. Xxxxxxx 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 Xxxxxxx 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 Xxxxxxx 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 Xxxxxxx
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 Xxxxxxx'
approval as President and CEO, the Company may assign this Agreement to the
Bank. In the event of an assignment of
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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 Xxxxxxx 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 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 Xxx Xxxxxxx
Xxxxxxx, Xxxxxxxx 00000
If to Xxxxxxx, to:
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Xx. Xxxxx X. Xxxxxxx, III
0000 Xxxxxx Xxxx Xxxx
Xxxxxxxxxx, 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
Xxxxxxx 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.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
COMPANY:
CARDINAL FINANCIAL CORPORATION
By:
--------------------------------
Title:
--------------------------------
EMPLOYEE:
--------------------------------
Xxxxx X. Xxxxxxx, III
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