Exhibit 10.3
EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT ("Agreement"), is made and entered into as of
---------
the 27/th/ day of August, 2001, by and between CARDINAL FINANCIAL CORPORATION, a
------ ------
Virginia corporation with its principal offices at 00000 Xxxx Xxxxxx, Xxxxxxx,
Xxxxxxxx 00000 ("Company"), and XXXXXX X. XXXX ("Xxxx"), an individual residing
-------
at 0000 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxx, Xxxxxxxx 00000. This Agreement supersedes
and replaces the earlier Agreement dated October 13, 1998.
WITNESSETH:
WHEREAS, the Company is a multi-bank holding company; and
WHEREAS, the Company has organized and chartered an investment
institution to provide financial and brokerage services throughout the Northern
Virginia region ("Subsidiary"); and
----------
WHEREAS, Xxxx has been retained to provide services in an executive
capacity for the Company and the Subsidiary, and the parties desire to
memorialize the terms and conditions of Xxxx'x continuing employment;
NOW, THEREFORE, in consideration of the promises and obligations of the
Company and Xxxx under this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
ARTICLE 1
SCOPE OF EMPLOYMENT
1.1. Title. Xxxx has been employed as Senior Vice President of the
-----
Company and President and Chief Executive Officer of the Subsidiary since
October 13, 1998. For the term of this Agreement, he will continue in these
capacities.
1.2. Duties and Responsibilities. As Senior Vice President of the
---------------------------
Company, Xxxx shall perform such duties as may be assigned to him by the Company
consistent with that position.
As President and Chief Executive Officer of the Subsidiary, Xxxx will
be responsible for the supervision of all of the Subsidiary operations, the
development of recommendations to the board of directors of the Subsidiary
("Subsidiary Board") of plans and policies for the Subsidiary, and shall serve
----------------
on professional or civic organizations to promote the interests of the
Subsidiary if so directed by the Subsidiary Board. Xxxx is also required to
perform such other duties consistent with his position as the Subsidiary Board
may direct from time to time.
During the term of his employment, Xxxx is required to devote his full
time, attention, and efforts, with undivided loyalty, to the business of the
Company and the Subsidiary and shall use his best effort to promote their
interests.
Xxxx'x principal office shall be at a location within the Metropolitan
Washington Area determined by the President and Chief Executive Officer ("CEO")
of the Company.
1.3. Failure to Maintain Regulatory Approval. If the applicable
---------------------------------------
regulatory Authorities revoke the necessary approvals for Xxxx to serve as
President and Chief Executive Officer of the Subsidiary or otherwise
substantially limit the operating authority of the Subsidiary or the scope of
duties he may perform in that capacity, this Agreement shall terminate
automatically and be of no further legal force or effect.
1.4. Other Affairs. Notwithstanding anything in this Agreement to the
-------------
contrary, Xxxx may engage in charitable and community affairs and manage his
personal investments, provided that such activities do not create a conflict of
interest, are not inconsistent with the interests and purposes of the Company or
the Subsidiary and do not unreasonably interfere with the performance of his
duties or responsibilities as set forth in this Agreement, and provided that
Xxxx shall not engage in any activities in violation of Articles 7 and 8 of this
Agreement. Xxxx may also serve as a member of the board of directors of other
organizations, subject to the same limitations, upon advance approval of the
Company President and CEO. For purposes of this section Xxxx will at no time own
in excess of 1% of the outstanding securities of any publicly traded company
entitled to vote for the election of directors (or other than of a corporation
in which Xxxx makes passive investments through a venture fund or similar
investment vehicle) that is a Competitor of the Company or Subsidiary.
ARTICLE 2
RELATIONSHIP WITH BOARD
2.1. Prior Authorization of Significant Actions Required. Unless
---------------------------------------------------
otherwise specifically permitted by Company or Subsidiary policy, Xxxx agrees
not to undertake, or authorize any other employee of the Company or Subsidiary
to undertake, any of the following actions, except with the prior written
consent of the Subsidiary Board, which consent may be withheld in the Board's
absolute discretion (or except as authorized by the Company's CEO in certain
instances noted below):
(a) guarantee by the Company or the Subsidiary of any loans or
indebtedness of any kind;
(b) acquisition or disposition of stock, securities, properties, or
material assets of any corporation, company, or other entity by the Company or
the Subsidiary;
-2-
(c) amendment, change, extension, renewal, waiver, or modification of
any agreement that exceeds $50,000 or involves payment exceeding $50,000 to
which the Company, the Subsidiary, or affiliates are or may be a party, or any
rights or obligations of the parties under any of the foregoing;
(d) change or engage in business activities not within the scope of
the corporate purpose of the Company or Subsidiary, or the Company's or
Subsidiary's Articles of Incorporation, Bylaws, or other organizational
documents;
(e) sale, assignment, pledge, mortgage, encumbrance or other transfer
affecting assets or real or personal property of the Company or Subsidiary
except in the ordinary course of business;
(f) enter into any contract or commitment, or series of contracts or
commitments, written or oral, which in the aggregate, requires the Company or
Subsidiary to expend or incur liability or debt substantially in excess of the
approved Company or Subsidiary budgets for such expenditure;
(g) compromise or settle any material claim asserted by or against the
Company or Subsidiary;
(h) change the Company's or Subsidiary's certified public accountants,
law firms, or other professionals currently retained or utilized by the Company
or Subsidiary;
(i) change location of the principal office, or other facilities of
the Company or Subsidiary;
(j) lend money on behalf of the Company or Subsidiary; or
(k) add a position or personnel function, hire an officer, or
terminate Company or Subsidiary employees, or enter into employment contracts or
commitments other than on an at-will basis and in accordance with standard
Company terms and conditions 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 Subsidiary's Board is required or permitted under
this Agreement, the Chairman of the respective Board, or his designee, may
decide and take such action without approval or involvement of the full Board or
a majority of the Board. To the extent required, a vote of the full Board shall
occur at a meeting duly called and held with a quorum acting throughout in
accordance with the applicable Articles of Incorporation and bylaws, and such
action must be evidenced in writing before being effective. Meetings held by the
Board in accordance with this Agreement may be conducted by teleconference, and
in executive session.
-3-
2.3. Indemnification. Xxxx will be subject to indemnification for
---------------
action taken within this authority as President and CEO in accordance with
Company's existing D&O liability policy.
ARTICLE 3
COMPENSATION AND BENEFITS
3.1. Salary. The Company agrees to pay Xxxx, for services rendered
------
hereunder, salary at the annual rate of ONE HUNDRED AND EIGHTY TWO THOUSAND
DOLLARS ($182,000). Such salary shall be payable in equal periodic installments,
not less frequently than monthly, less any sums which may be required to be
deducted or withheld under the provisions of law. Xxxx'x salary may not be
adjusted downward at any time during the term of this Agreement without his
express consent. Xxxx'x salary may be adjusted upward annually at the discretion
of the Company's Board, based upon the Board's assessment of Xxxx'x performance
and the Company's and/or Subsidiary's performance and financial circumstances.
Xxxx will be considered for his next annual salary raise at the time of his
performance review in March 2002, and will be considered for further raises at
each one-year anniversary thereafter during the term of this Agreement. As
referred to hereinafter, "Salary" means the compensation described in this
------
Section 3.1.
3.2. General Expenses. Xxxx is expected from time to time to incur
----------------
reasonable and necessary expenses for promoting the business of the Company,
including expenses for travel, entertainment, and other activities associated
with Xxxx'x duties. Reasonable and necessary expenses, as determined by the
Company, incurred by Xxxx in connection with the performance of his duties
hereunder will be reimbursed provided that Xxxx follows Company procedures for
the reimbursement of such expenses, including submission of reasonably detailed
verification of the nature and amount of such expenses.
3.3. Benefits. Except as otherwise provided in this Agreement, Xxxx
--------
will be entitled to participate in the same manner as other executive and
managerial employees of the Company in all retirement, health and welfare, and
other fringe benefit programs applicable to other managerial employees of the
Company generally which may be authorized, adopted and amended from time to time
by the Company Board. This includes eligibility to participate in the Company's
qualified retirement plans as permitted by the terms of such plans. Specific
benefits that Xxxx is eligible to receive include:
(i) Medical Insurance. So long as the Company provides health and
dental insurance, Xxxx (and his eligible family members) shall have the
opportunity to participate in the same manner and on the same terms as other
officers and employees of the Company.
(ii) Long-term disability. The Company shall pay Xxxx'x full premiums
for long-term disability insurance coverage, providing a disability benefit of
up to 60% of Xxxx'x salary (as defined by the
-4-
applicable plan or policy), up to a maximum of $10,000 per month, so long as the
Company offers group long-term disability insurance coverage for its employees.
(iii) Thrift and Profit Sharing Plan. Xxxx is eligible to participate
in the Company Thrift and Profit Sharing in accordance with the terms and
provisions of the Plan.
(iv) Annual physical examination. The Company agrees to provide, at
no cost to Xxxx, one annual physical examination through a doctor of Xxxx'x
choice.
(v) Life insurance. The Company shall pay Xxxx'x premiums for his
purchase of a term life insurance policy, providing a death benefit of $500,000,
through a Company-approved carrier.
(vi) Vacation. Xxxx shall be entitled to receive four weeks of
vacation leave each calendar year. Provisions regarding the accrual and
carry-over of any unused vacation time will be governed by the Company's
standard policies.
3.4. No Other Compensation. Except as provided in Article 4 hereof,
---------------------
Xxxx shall receive no compensation or remuneration in addition to that set forth
in this Article 3 for any services by him in any capacity to the Company, the
Subsidiary, or any affiliated corporation. Nothing contained herein shall,
however, preclude Xxxx from receiving any additional discretionary bonus or
compensation specifically approved in writing for Xxxx in advance by the
Company's Board.
3.5. Tax Consequences. Xxxx acknowledges that, to the extent the
----------------
value of any of the benefits provided to him under this Article 3 constitute
taxable income to him, he shall be responsible for the payment of such taxes and
the Company may withhold or deduct to satisfy his tax liability as permitted by
applicable law.
ARTICLE 4
VARIABLE AND EQUITY COMPENSATION
4.1. Incentive Pay. Xxxx shall be paid a managerial commission/
-------------
override as provided in this paragraph. In each calendar year, the Company will
pay Xxxx an override of 2.5% of gross revenues generated by the Subsidiary
(comprised of fees and commissions paid by customers to the Subsidiary for
brokerage services) until the Subsidiary has reached its target by: (1)
generating a total of $100,000 in gross profit in the calendar year and (2)
achieving two consecutive quarters of profitability in that calendar year. After
the Subsidiary has reached its target for a calendar year, the Company will pay
to Xxxx all profit generated by the Subsidiary until the total override paid by
the Company to Xxxx for the calendar year equals 5% of total gross revenues
generated by the Subsidiary to date in that calendar year. If the
-5-
difference between the 2.5% override and 5% override is fully restored within
the calendar year, the Company will pay Xxxx an override of 5% of gross revenues
generated by the Subsidiary for any remaining portion of the calendar year. If
by the beginning of the second fiscal year, Xxxx has not recouped the full 2.5%
reduction, the restoration of those amounts will begin when the Subsidiary has
generated $100,000 in gross profit. Once the full 2.5% has been restored and the
Subsidiary is deemed profitable, Xxxx will resume earning the original 5%
override of gross revenues generated by the Subsidiary. These override amounts
will be paid to Xxxx on a monthly basis, 30 days in arrears, following the month
in which the revenues are earned by the Subsidiary.
Additionally, if the Subsidiary generates $100,000 in profit between
the effective date of this Agreement and June 30, 2002, the Company will award
Xxxx an option to purchase up to 10,000 shares of Common Stock of the Company at
market price on the date of grant, which will vest on the third anniversary of
the date of the grant, provided that Xxxx is still employed as President and CEO
of the Subsidiary at that time. If the Subsidiary generates $100,000 in profit
between July 1, 2002 and December 31, 2002, the Company will award Xxxx an
option to purchase up to 5,000 shares of Common Stock of the Company under the
same terms. The terms of any such option grants will be expressed in a separate
document which will control the terms of such grants.
4.2. Equity Bonus. For calendar year 2001, and each subsequent
------------
calendar year thereafter, Xxxx, if he achieves certain performance parameters
established by the Company, will be granted: (i) an option to buy Company stock
up to a value of $37,500 on the date of grant at market price, and (ii) up to a
lump-sum cash payment of $37,500, less applicable deductions or withholding.
These performance goals include (a) the achievement of budgeted profitability,
(b) achievement and stability of an annual 25% XXX minimum, (c) net income
growth of 10% per year or greater, (d) satisfactory regulatory exams; and ( e )
other performance standards established by the Company. The lump-sum cash
incentive payment, if earned, shall be payable in March of each year. The stock
option, if earned, shall be granted and immediately exercisable. The specific
terms and conditions of the Company stock and option grant under this provision
shall be contained in a separate stock and option agreement, executed by the
parties.
ARTICLE 5
TERM; RENEWAL
5.1. Term. Xxxx'x employment pursuant to this Agreement shall
----
commence on July l, 2001 and expire on June, 2004, 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. At least six (6) months before the expiration of the
-------
initial term of this Agreement on June 30, 2004, the Company and Xxxx agree to
discuss whether to extend the terms of
-6-
the Agreement for an additional two-year period, through June 30, 2006. Unless
Xxxx is notified by the Company within six (6) months prior to the expiration of
this Agreement that the Company has decided against renewing the Agreement, the
Agreement will be automatically renewed under the existing terms for the stated
two-year period.
ARTICLE 6
EVENTS OF TERMINATION
6.1. Termination for Failure to Maintain Regulatory Approval. If the
-------------------------------------------------------
applicable regulatory authorities revoke the necessary approvals for Xxxx to
serve as President and CEO of the Subsidiary, or otherwise substantially limit
the scope of duties he may perform in that capacity, or limit or curtail the
authority of the Subsidiary, this Agreement shall terminate automatically and be
of no further legal force or effect.
6.2. Termination by the Company.
--------------------------
(a) General. The Company shall have the right to terminate this
-------
Agreement, with or without cause, upon the vote of at least two-thirds of a
quorum of the Company Board, at any time during the tem of this Agreement by
giving written notice to Xxxx. The termination shall become effective on the
date specified in the notice, which terminiation date shall not be a date prior
to the date fourteen (14) days following the date of the notice of termination
itself. Upon notice of termination, Xxxx shall cease to exercise authority on
behalf of the Company or Subsidiary without prior approval of their respective
Chairmen, and shall be removed from any seat which he may hold at that time on
either Board of Directors.
(b) Cause Defined. For purposes of this Section 6, "cause" shall
------------- -----
mean (i) a breach by Xxxx of any covenant or condition of the Agreement; (ii)
the commission by Xxxx of any act constituting dishonesty, fraud, immoral or
disreputable conduct which is harmful to the Company, or the Subsidiary, or
their reputations; (iii) any felony conviction of Xxxx; (iv) insubordination or
any act of gross misconduct; (v) material violation by Xxxx of the Company's or
Subsidiary's policies as set forth in the Company's personnel handbook, if one
has been adopted, or announced by management or the respective Board 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 in writing; or (vii) any conduct that
renders Xxxx unsuitable for duty as determined by any regulatory authority that
oversees banking or financial institutions. Prior to termination for cause under
subparagraphs (i) and (v) above, Xxxx shall be notified of the cause for
termination and given sixty (60) days from the date of such notice to cure his
breach.
6.3. Termination by Death of Disability of the Employee.
--------------------------------------------------
-7-
(a) General. In the event of Xxxx'x death during the term of
-------
this Agreement, all obligations of the parties hereunder shall terminate
immediately.
(b) Disability. If the Xxxx is unable to perform his duties
----------
hereunder, with or without any reasonable accommodation (if such accommodation
is legally required), due to mental, physical or other disability for a period
of ninety (90) consecutive days in any 180-day period, as determined in good
faith by the Company Board, this Agreement may be terminated by the Company, at
its option, by written notice to Xxxx, effective on the termination date
specified in such notice, provided that such termination date shall not be a
date prior to the date of the notice of termination itself.
6.4. Termination by Xxxx. Xxxx may terminate this Agreement at any
-------------------
time, with or without cause, by giving written notice to the Company. Any such
termination shall become effective on the date specified in such notice,
provided that the Company may elect to have such termination become effective on
a date after, but not more than, fourteen (14) days after the date of the
notice.
6.5. Effect of Expiration or Termination.
-----------------------------------
(a) General. In the event this Agreement expires or is
-------
terminated for any reason, then both parties' obligations hereunder shall
immediately cease (including any right to compensation and benefits under
Articles 3 and 4 ), except that: (i) Xxxx or his estate or personal
representative shall be entitled to receive the Salary owed to him through the
effective date of such expiration or termination and incentive pay, if earned
pursuant to paragraph 4.1; (ii) the Company will pay, or reimburse, Xxxx'x
reasonable and necessary business expenses incurred prior to the date this
Agreement expires or terminates; and (iii) Xxxx may continue to participate in
any Company benefit plans to the extent he remains eligible to do so.
(b) Treatment of Incentive Pay and Equity Bonus.
-------------------------------------------
Notwithstanding the above, if this Agreement expires by its terms pursuant to
Article 5, Xxxx shall receive any Incentive Pay and Equity Bonus he has earned
for the period at issue. Additionally, if the Agreement is terminated by the
Company for any reason other than Cause (including Xxxx'x death or disability),
Xxxx will be paid his Equity Bonus, if earned, on a pro-rata basis. Such Equity
Bonus will not be available to Xxxx if he terminates the Agreement or if the
Company terminates the Agreement for Cause.
(c) Special payments in the event of termination for other
------------------------------------------------------
than "Cause". Xxxx also shall be entitled to the following additional payments,
------------
or rights, if the Agreement is terminated without cause by the Company for a
reason other than Xxxx' death or disability: (i) severance in an amount equal to
six (6) months of his 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, for a 90-day period after the date
of termination, to exercise the option under the stock option agreement
referenced in Paragraph 4.2 to the extent the option is exercisable (vested) at
the time of termination. Neither the option
-8-
nor any stock granted under Section 4.2 will continue to vest with respect to
any additional shares during this 90-day period.
6.6. Cooperation. Following any termination, Xxxx shall fully
-----------
cooperate with the Company in all matters in which he was involved and in all
matters related to the handing over and transitioning of his pending work to
other employees of the Company as may be designated by the Company's Board.
ARTICLE 7
NONCOMPETITION
7.1. Noncompetition.
--------------
(a) Xxxx agrees that, during his employment hereunder, and
for a period of six (6) months after the effective date of termination of this
Agreement for any reason, he will not:
(1) Compete (as defined below) with the Company or the
Subsidiary; or
(2) Assist a Competitor (as defined below) of the Company or
the Subsidiary by providing consulting or other advisory services to
that Competitor.
(b) The following terms, as used in this Article 7 shall have
the meanings set forth below:
(1) The term "Business" in the case of the Subsidiary means
--------
the provision of investment management services, investment sales, and
purchase and sale of securities on behalf of the customers of the
Subsidiary, the Company or their affiliates. In the case of the
Company, the term means the provision of banking and financial
services, and other businesses or services that the Company may
establish from time to time during the term of this Agreement.
(2) The term "Competitor" means any firm, corporation or
----------
entity that is engaged in business substantially similar to the
Company's or the Subsidiary's Business (as defined above) that has a
facility within five (5) miles of any financial institution or office
owned by the Company or Subsidiary.
(3) The term "Compete" means to engage in direct competition
-------
with the Company or the Subsidiary by serving as an employee,
consultant, officer, director, proprietor, partner, stockholder or
other security holder (other than a holder of securities of a
corporation listed on a
-9-
national securities exchange or the securities of which are regularly
traded in the over-the-counter market, provided that Xxxx 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 Xxxx 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 Subsidiary.
(c) Xxxx further acknowledges that this Article 7 is material
to the parties' agreement and constitutes an independent covenant within this
Agreement, and that this covenant shall survive any termination of Agreement and
shall be treated as an independent covenant for the purposes of enforcement.
(d) Xxxx shall, during the term of this Agreement and
thereafter, notify any prospective employer of the terms and conditions of this
Agreement regarding confidentiality, nondisclosure and noncompetition.
ARTICLE 8
CONFIDENTIALITY AND NON-DISCLOSURE
8.1. Xxxx shall hold in strict confidence and shall not, except in
the proper performance of his duties while employed by the Company and/or the
Subsidiary, either during the term of this Agreement or after the termination
hereof, use or disclose, directly or indirectly, to or for any third party,
person, firm, corporation or other entity, or for his own benefit, irrespective
of whether such person or entity is a competitor of the Company or is engaged in
a business similar to that of the Company or Subsidiary, any trade secrets or
other proprietary or confidential information of the Company or any Subsidiary
or affiliate of the Company or Subsidiary (collectively, "Proprietary
-----------
Information") obtained by Xxxx from or through his employment hereunder. Such
-----------
Proprietary Information includes but is not limited to marketing plans, product
plans, business strategies, financial information, forecasts, personnel
information, customer account information and other sensitive or confidential
customer information, and customer lists. Xxxx hereby acknowledges and agrees
that all Proprietary Information referred to in this Article 8 shall not be used
for any purpose other than his duties hereunder and shall be deemed trade
secrets of the Company or the Subsidiary and of its subsidiaries and affiliates,
and that Xxxx shall undertake reasonable measures to preserve the
confidentiality of such information at all times and shall take such other
actions and refrain from taking such other actions, as mandated by the
provisions hereof and by the provisions of the Virginia Uniform Trade Secret
Act. Xxxx further acknowledges that the Company's or Subsidiary's products and
titles may consist of copyrighted material, and Xxxx shall exercise his best
efforts to prevent the use of such copyrighted material by any person or entity
which has not prior thereto been authorized to use such information by the
Company or Subsidiary. Upon termination of this Agreement, Xxxx agrees to return
immediately all property and all information, including all copies, in any form,
pertaining to the
-10-
Company, the Subsidiary, their affiliates and their customers and prospective
customers acquired by him during the term of his employment, except information
which is readily available to the general public.
8.2. Xxxx further hereby agrees and acknowledges that any disclosure
of any Proprietary Information prohibited herein, or any breach of the
provisions of Articles 7 or 8 of this Agreement, may result in irreparable
injury and damage to the Company or Subsidiary which will not be adequately
compensable in monetary damages, that the Company or Subsidiary will have no
adequate remedy at law therefor, and that the Company or Subsidiary may obtain
such preliminary, temporary or permanent mandatory or restraining injunctions,
orders or decrees as may be necessary to protect the Company or Subsidiary
against, or on account of, any breach by Xxxx of the provisions contained in
Articles 7 and 8.
8.3. Xxxx further agrees that, upon termination of this Agreement,
whether voluntary or involuntary or with or without cause, he shall notify any
new employer, partner, associate or any other firm or corporation with whom Xxxx
shall become associated in any capacity whatsoever of the provisions of Articles
7 and 8, and that the Company may give such notice to such firm, corporation or
other person.
ARTICLE 9
MISCELLANEOUS
9.1. Severability. The Company and Xxxx recognize that the laws and
------------
public policies of the Commonwealth of Virginia are subject to varying
interpretations and change. It is the intention of the Company and of Xxxx that
the provisions of this Agreement shall be enforced to the fullest extent
permissible under the laws and public policies of Virginia, but that the
unenforceability (or the modification to conform to such laws or public
policies) of any provision or provisions hereof shall not render unenforceable,
or impair, the remainder of this Agreement. Accordingly, if any provisions of
this Agreement shall be determined to be invalid or unenforceable, either in
whole or in part, this Agreement shall be deemed amended to delete or modify, as
necessary, the offending provision or provisions and to alter the balance of
this Agreement in order to render it valid and enforceable
9.2. Assignment. Except as provided below, neither the rights nor
----------
obligations under this Agreement may be assigned by either party, in whole or in
part, by operation of law or otherwise, except that it shall be binding upon and
inure to the benefit of any successor of the Company and its subsidiaries and
affiliates, whether by merger, reorganization or otherwise, or any purchaser of
all or substantially all of the assets of the Company.
Notwithstanding the above, the Company may assign this Agreement to the
Subsidiary. In that event, all references to the "Company" in this Agreement are
deemed to be references to the "Subsidiary," (and references to the Company
Board are deemed to refer to the Subsidiary Board), except
-11-
that any provision of this Agreement which refers to both the "Company" and the
"Subsidiary" separately shall continue to be effective with respect to the
Company after such an assignment (and will also be effective as to the
Subsidiary). Upon an assignment of the Agreement by the Company, any obligations
owed by Xxxx to the Company under this Agreement shall be owed to the Subsidiary
(except, as noted above, in those instances where specific references have been
made, and obligations are owed, to both entities). Additionally, any references
to the Company's CEO or President shall remain unchanged after such an
assignment, and the rights and duties of the Company's CEO under this Agreement
shall continue in effect after any assignment.
9.3. Notices. Any notice expressly provided for under this
-------
Agreement shall be in writing, shall be given either manually or by mail and
shall be deemed sufficiently given when actually received by the party to be
notified or when mailed, if mailed by certified or registered mail, postage
prepaid, addressed to such party at their addresses as set forth below. Either
party may, by notice to the other party, given in the manner provided for
herein, change their address for receiving such notices.
If to the Company, to:
X. Xxxxxxx Xxxx
President & CEO
Cardinal Financial Corporation
00000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
If to Xxxx, to:
Xxxxxx X. Xxxx
0000 Xxxxxxx Xxxx
Xxxxxxx 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 promises,
discussions, agreements and understandings in connection with such
-12-
subject matter. No covenant or condition not expressed in this Agreement shall
affect or be effective to interpret, change or restrict this Agreement. In the
event of a conflict or inconsistency between the terms of this Agreement and the
Company's policies regarding employees, the terms of this Agreement shall
supersede the conflicting or inconsistent Company policies. No change,
termination or attempted waiver of any of the provisions of this Agreement shall
be binding unless in writing signed by Xxxx and on behalf of the Company by an
officer thereunto duly authorized by the Company's Board of Directors. No
modification, waiver, termination, rescission, discharge or cancellation of this
Agreement shall affect the right of any party to enforce any other provision or
to exercise any right or remedy in the event of any other default.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
COMPANY:
--------
CARDINAL FINANCIAL CORPORATION
By: /s/ X. Xxxxxxx Xxxx
-------------------------------------
Title: President
EMPLOYEE;
/s/ Xxxxxx X. Xxxx 8/27/01
------------------------------------------
Xxxxxx X. Xxxx Date
/s/ Xxxx Xxxxxxxx 8/27/01
------------------------------------------
Witnessed Date
Xxxx Xxxxxxxx 8/27/01
------------------------------------------
(name)
-13-
