Exhibit
10.2


 


CARDINAL
FINANCIAL CORPORATION


 


NON-EMPLOYEE
DIRECTORS


DEFERRED
INCOME PLAN


 


 


Effective
January 1, 2005


Amended
and Restated Effective February 25, 2009


 

















 


Cardinal
Financial Corporation


Non
Employee Directors Deferred Income Plan


Amended
and Restated Effective February 25, 2009


 


TABLE
OF CONTENTS


 


	
  ARTICLE I

  	
  INTRODUCTION

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  1.1

  	
  Name

  	
   

  	
  1

  
	
  1.2

  	
  Purpose

  	
   

  	
  1

  
	
  1.3

  	
  Interpretation

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  DEFINITIONS

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  2.1

  	
  Generally

  	
   

  	
  2

  
	
  2.2

  	
  Account

  	
   

  	
  2

  
	
  2.3

  	
  Balance

  	
   

  	
  2

  
	
  2.4

  	
  Board
  of Directors

  	
   

  	
  3

  
	
  2.5

  	
  Change
  of Control

  	
   

  	
  3

  
	
  2.6

  	
  Code

  	
   

  	
  3

  
	
  2.7

  	
  Committee

  	
   

  	
  3

  
	
  2.8

  	
  Company

  	
   

  	
  3

  
	
  2.9

  	
  Contributions

  	
   

  	
  3

  
	
  2.10

  	
  Custodian

  	
   

  	
  3

  
	
  2.11

  	
  Deemed
  Earnings

  	
   

  	
  4

  
	
  2.12

  	
  Deemed
  Crediting Options

  	
   

  	
  4

  
	
  2.13

  	
  Deferral
  Election Form

  	
   

  	
  4

  
	
  2.14

  	
  Designated
  Beneficiary

  	
   

  	
  4

  
	
  2.15

  	
  Disability

  	
   

  	
  4

  
	
  2.16

  	
  Effective
  Date

  	
   

  	
  5

  
	
  2.17

  	
  ERISA

  	
   

  	
  5

  
	
  2.18

  	
  Matching
  Contribution

  	
   

  	
  5

  
	
  2.19

  	
  Matching
  Contribution Account

  	
   

  	
  5

  
	
  2.20

  	
  Non
  Employee Director

  	
   

  	
  5

  
	
  2.21

  	
  Participant

  	
   

  	
  5

  
	
  2.22

  	
  Participant
  Deferral

  	
   

  	
  5

  
	
  2.23

  	
  Participant
  Deferral Account

  	
   

  	
  6

  
	
  2.24

  	
  Plan
  Year

  	
   

  	
  6

  
	
  2.25

  	
  Retainer
  and/or Meeting Fees

  	
   

  	
  6

  
	
  2.26

  	
  Separation
  from Service

  	
   

  	
  6

  
	
  2.27

  	
  Unforeseeable
  Emergency

  	
   

  	
  6

  
	
  2.28

  	
  Valuation
  Date

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  ELIGIBILITY &
  PARTICIPATION

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  3.1

  	
  Eligibility
  Requirements

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  ELECTIONS, DEFERRALS &
  MATCHING CONTRIBUITONS

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  4.1

  	
  Participant
  Election to Defer Compensation

  	
   

  	
  7

  
	
  4.2

  	
  Irrevocability,
  New Participants

  	
   

  	
  8

  
	
  4.3

  	
  Irrevocable
  Elections

  	
   

  	
  8

  
					



 


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  4.4

  	
  Matching
  Contributions

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  ACCOUNTS & ACCOUNT
  CREDITING

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
  Establishment
  of a Participant’s Account

  	
   

  	
  8

  
	
  5.2

  	
  Deemed
  Crediting Options

  	
   

  	
  9

  
	
  5.3

  	
  Allocation
  of Account Among Deemed Crediting Options

  	
   

  	
  10

  
	
  5.4

  	
  Valuation
  and Risk of Decrease in Value

  	
   

  	
  11

  
	
  5.5

  	
  Limited
  Function of Committee

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  VESTING

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  6.1

  	
  Vesting
  of Participant Deferrals

  	
   

  	
  11

  
	
  6.2

  	
  Vesting
  of Matching Contributions

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  DISTRIBUTIONS

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  7.1

  	
  Distributions
  Generally

  	
   

  	
  11

  
	
  7.2

  	
  Distributions
  

  	
   

  	
  12

  
	
  7.3

  	
  Timing
  and Method of Payment for Distributions

  	
   

  	
  13

  
	
  7.4

  	
  Distributions
  Resulting from Unforeseeable Emergency

  	
   

  	
  15

  
	
  7.5

  	
  Distributions
  of Small Accounts

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  ADMINISTRATION &
  CLAIMS PROCEDURES

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  8.1

  	
  Duties
  of the Committee

  	
   

  	
  16

  
	
  8.2

  	
  Organization
  of the Committee

  	
   

  	
  16

  
	
  8.3

  	
  Limitation
  of Liability

  	
   

  	
  17

  
	
  8.4

  	
  Committee
  Reliance on Records and Reports

  	
   

  	
  17

  
	
  8.5

  	
  Costs
  of the Plan

  	
   

  	
  17

  
	
  8.6

  	
  Claims
  Procedure

  	
   

  	
  18

  
	
  8.7

  	
  Litigation

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  AMENDMENT,
  TERMINATION & REORGANIZATION

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  9.1

  	
  Amendment

  	
   

  	
  19

  
	
  9.2

  	
  Amendment
  Required By Law

  	
   

  	
  19

  
	
  9.3

  	
  Termination

  	
   

  	
  19

  
	
  9.4

  	
  Consolidation/Merger

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
  GENERAL PROVISIONS

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  10.1

  	
  Applicable
  Law

  	
   

  	
  20

  
	
  10.2

  	
  Benefits
  Not Transferable or Assignable

  	
   

  	
  20

  
	
  10.3

  	
  Not
  a Retainer Contract

  	
   

  	
  21

  
	
  10.4

  	
  Notices

  	
   

  	
  21

  
	
  10.5

  	
  Severability

  	
   

  	
  21

  
	
  10.6

  	
  Participant
  is General Creditor with No Rights to Assets

  	
   

  	
  22

  
	
  10.7

  	
  No
  Trust Relationship Created

  	
   

  	
  23

  
	
  10.8

  	
  Limitations
  on Liability of the Company

  	
   

  	
  23

  
	
  10.9

  	
  Plan
  Establishes Agreement Between Company and Participant Only

  	
   

  	
  23

  
	
  10.10

  	
  Independence
  of Benefits

  	
   

  	
  23

  
					



 


ii

















 


	
  10.11

  	
  Unclaimed
  Property

  	
   

  	
  23

  
	
  10.12

  	
  Required
  Tax Withholding and Reporting

  	
   

  	
  24

  



 


iii
















 


ARTICLE
I


INTRODUCTION


 


1.1                               Name


 


The name of this Plan is the Cardinal
Financial Corporation Non-Employee Directors Deferred Income Plan (the
Plan).  The Plan was adopted effective January 1,
2005.  The Plan was amended and restated
effective April 21, 2006, and further amended and restated as set forth
herein effective January 1, 2008.


 


1.2                               Purpose


 


This plan is established for the members of
Cardinal Financial Corporation’s Board of Directors.  The purpose of the Plan is to offer
Participants the opportunity to defer voluntarily current Compensation for
retirement income and other significant future financial needs for themselves,
their families and other dependents.


 


1.3                               Interpretation


 


A.                                   Throughout the
Plan, certain words and phrases have meanings, which are specifically defined
for purposes of the Plan.  These words
and phrases can be identified in that the first letter of the word or words in
the phrase is capitalized.  The
definitions of these words and phrases are set forth in Article II and
elsewhere in the Plan document.  Wherever
appropriate, pronouns of any gender shall be deemed synonymous, as shall
singular and plural pronouns.  Headings
of Articles and Sections are for convenience or reference only, and are not to
be considered in the construction or interpretation of the Plan.  The Plan shall be interpreted and
administered to give effect to its purpose in Section 1.2 and to qualify
as a nonqualified, unfunded plan of deferred compensation.


 


B.                                     Any benefit,
payment or other right provided by the Plan shall be provided or made in a
manner, and at such time, in such form and subject to such election procedures
(if any), as complies with the applicable requirements of Code section 409A to
avoid a plan failure described in Code section 409A(a)(1), including without
limitation, deferring payment until the occurrence of a specified payment event
described in Code section 409A(a)(2). 
Notwithstanding any other provision hereof or document pertaining
hereto, the Plan shall be construed, interpreted and administered to meet the
applicable requirements of Code section 409A and Treasury Regulations
thereunder to avoid a plan failure described in Code section 409A(a)(1).


 

















 


C.                                     It is
specifically intended that all elections, consents and modifications thereto
under the Plan will comply with the requirements of Code section 409A
(including any transition or grandfather rules thereunder).  The Company is authorized to adopt rules or
regulations deemed necessary or appropriate in connection therewith to anticipate
and/or comply the requirements of Code section 409A (including any transition
or grandfather rules thereunder) and to declare any election, consent or
modification thereto void if non-compliant with Code section 409A.


 


D.                                    Pursuant to Section 3.02
of Internal Revenue Notice 2006-79 and Section 3.01(B)(1).02 of Internal
Revenue Notice 2007-86 (collectively, the “Transition Relief”), the Company
shall permit Participants to modify their existing deferral elections under the
Plan to reflect new deferral elections regarding the time and form of payment
of benefits under the Plan to the extent permitted by, and in accordance with,
the Transition Relief and Article 7.4 G of the Plan.


 


ARTICLE
II


DEFINITIONS


 


2.1                               Generally


 


Certain words and phrases are defined when
first used in later paragraphs of this Plan. 
Unless the context clearly indicates otherwise, the following words and
phrases when used in this Plan shall have the following respective meanings:


 


2.2                               Account


 


“Account” shall mean the interest of a Participant
in the Plan as represented by the hypothetical bookkeeping entries kept by the
Company for each Participant.  Each
Participant’s interest may be divided into one or more separate accounts or
sub-accounts, including the Participant Deferral Account and the Matching
Contribution Account, which reflect not only the Contributions into the Plan,
but also gains and losses, and income and expenses allocated thereto, as well
as distributions or any other withdrawals. 
The value of these accounts or sub-accounts shall be determined as of
the applicable Valuation Date.  The
existence of an account or bookkeeping entries for a Participant (or his
Designated Beneficiary) does not create, suggest or imply that a Participant,
Designated Beneficiary, or other person claiming through them under this Plan,
has a beneficial interest in any asset of the Company.


 


2.3                               Balance


 


“Balance” shall mean the total of
Contributions and Deemed Earnings credited to a Participant’s Account under Article V,
as adjusted for distributions or other withdrawals in accordance with the terms
of this Plan and the standard bookkeeping rules established by the
Company.


 


2

















 


2.4                               Board
of Directors


 


“Board of Directors” or “Board” shall mean the
Board of Directors of the Company.


 


2.5                               Change
of Control


 


“Change of Control” shall mean (i) the
date that any one person, or more than one person, acting as a group, acquires
ownership of stock of the Company that, together with stock held by such person
or group constitutes more than 50% of the total fair market value or total
voting power of the stock of the Company; or (ii) the date that any one
person, or more than one person, acting as a group, acquires assets from the
Company that have a total gross fair market value equal to or more than 50% of
the total gross fair market value of all the assets of the Company immediately
before such acquisition.  This definition
shall be interpreted in a manner that is consistent with Treasury Regulation
section 1.409A-3(i)(5).


 


2.6                               Code


 


“Code” shall mean the Internal Revenue Code
of 1986 and the Regulations thereto, as amended from time to time.


 


2.7                               Committee


 


“Committee” shall mean the Compensation
Committee of the Company’s Board of Directors, or such other committee to whom
the Board or Compensation Committee delegates the duty of determining
Participant eligibility or other administrative duties under the Plan.


 


2.8                               Company


 


“Company” shall mean Cardinal Financial
Corporation, its designated subsidiaries, and any corporate successors and
assigns, unless otherwise provided herein.


 


2.9                               Contributions


 


“Contributions” shall mean the total of
Participant Deferrals and Matching Contributions pursuant to Article IV,
which represent each Participant’s credits to his Account.


 


2.10                        Custodian


 


“Custodian” shall mean the Committee’s choice
of financial institution or designated person or persons that have charge or
custody of the assets and records of the plan and responsibility for the
overall recordkeeping for the plan participants.


 


3

















 


2.11                        Deemed
Earnings


 


“Deemed Earnings” shall mean the gains and
losses (realized and unrealized), and income and expenses credited or debited
to Contributions based upon the Deemed Crediting Options in a Participant’s
Account as of any Valuation Date.


 


2.12                        Deemed
Crediting Options


 


“Deemed Crediting Options” shall mean the
hypothetical options made available to Plan Participants by the Company for the
purposes of determining the proper crediting of gains and losses, and income
and expenses to each Participant’s Account, subject to procedures and
requirements established by the Committee. 
A Participant may reallocate his Account among such Deemed Crediting
Options periodically at such frequency and upon such terms as the Committee may
determine from time to time.


 


2.13                        Deferral
Election Form


 


“Deferral Election Form” or “Annual Deferral
Election Form” shall mean that written agreement of a Participant.  The Deferral Election Form shall be in
such form or forms as may be prescribed by the Committee, filed annually with
the Company, according to procedures and at such times as established by the
Committee.  Among other information the
Committee may require of the Participant for proper administration of the Plan,
such agreement shall establish the Participant’s election to defer Compensation
for a Plan Year under the Plan; the amount of the deferral into the Plan for
the Plan Year; the Participant’s elections as to distribution of his Account; the
allocation of his Accounts among the Deemed Crediting Options provided under
the Plan; and the Designated Beneficiary. 
“Deferral Election Form” shall also include a form on which special
elections are made pursuant to the Transition Relief under Code Section 409A
during 2008.


 


2.14                        Designated
Beneficiary


 


“Designated Beneficiary” or “Beneficiary”
shall mean the person, persons or trust specifically named to be a direct or
contingent recipient of all or a portion of a Participant’s benefits under the
Plan in the event of the Participant’s death prior to the distribution of his
full Account Balance.  Such designation
of a recipient or recipients may be made and amended, at the Participant’s
discretion, on the Deferral Election Form and according to procedures
established by the Committee.  No
beneficiary designation or change of Beneficiary shall become effective until
received and acknowledged by the Committee. 
In the event a Participant does not have a beneficiary properly
designated, the beneficiary under this Plan shall be the Participant’s estate.


 


2.15                        Disability


 


“Disability” shall mean that a Participant (i) is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than
twelve months, or (ii) is, by reason of any medically determinable
physical or mental impairment 


 


4

















 


which can be expected to result in death or
can be expected to last for a continuous period of not less than twelve months,
receiving income replacement benefits for a period of not less than three
months under an accident and health plan covering employees of the Participant’s
Company.


 


2.16                        Effective
Date


 


“Effective Date” of the Plan is January 1,
2005.  The Effective Date of the amended
and restated Plan is January 1, 2008.


 


2.17                        ERISA


 


“ERISA” shall mean the Employee Retirement
Income Security Act of 1974, as amended from time to time.


 


2.18                        Matching
Contribution


 


“Matching Contribution” shall mean an amount
credited to a Participant’s Account in accordance with Article 4.4.


 


2.19                        Matching
Contribution Account


 


“Matching Contribution Account” shall mean
that portion of a Participant’s Account established to record Matching
Contributions on behalf of a Participant. 
Matching Contributions shall be deemed to be invested in the Company
stock, and a Participant shall not be permitted to elect a different Deemed
Crediting Option for such Matching Contributions.


 


2.20                        Non-Employee
Director


 


“Non-Employee Director” shall mean a member
of the Board who is not an employee of the Company.


 


2.21                        Participant


 


“Participant” shall mean a Non-Employee
Director who participates in the Plan under Article III; a former
Non-Employee Director who has participated in the Plan and continues to be
entitled to a benefit (in the form of an undistributed Account Balance) under
the Plan.


 


2.22                        Participant
Deferral


 


“Participant Deferral” shall mean voluntary
Participant deferral amounts, which could have been received currently but for
the election to defer and are credited to his Account for later distribution,
subject to the terms of the Plan.


 


5

















 


2.23                        Participant
Deferral Account


 


“Participant Deferral Account” shall mean
that portion of a Participant’s Account established to record Participant
Deferrals on behalf of a Participant.


 


2.24                        Plan
Year


 


“Plan Year” shall mean the twelve (12)
consecutive month period constituting a calendar year, beginning on January 1
and ending on December 31.  However,
in any partial year of the Plan that does not begin on January 1, “Plan
Year” shall also mean the remaining partial year ending on December 31.


 


2.25                        Retainer
and/or Meeting Fees


 


“Retainer and/or Meeting Fees” means, for a
given Plan Year, a Participant’s annual retainer and meeting fees received from
the Company for services performed during that Plan Year.


 


2.26                        Separation
from Service


 


“Separation from Service” means a
Participant’s separation from service as a director of the Company within the
meaning of Treasury Regulations under Code Section 409A, other than for
death or Disability.


 


2.27                        Unforeseeable
Emergency


 


“Unforeseeable emergency” shall mean a severe
financial hardship to the Participant, the Participant’s spouse, or a dependent
(as defined in Section 152(a) of the Code) of the participant, loss
of the Participant’s property due to casualty, or other similar extraordinary
and unforeseeable circumstances arising as a result of events beyond the
control of the Participant.


 


2.28                        Valuation
Date


 


“Valuation Date” shall mean each business
day, or such other date(s) as established and amended from time to time by
guidelines and procedures of the Committee in its sole and exclusive
discretion.


 


6

















 


ARTICLE
III


ELIGIBILITY &
PARTICIPATION


 


3.1                               Eligibility
Requirements


 


Each Non-Employee Director shall become a
Participant under the Plan by filing the written Election Form described
in Article IV below, or by such other procedure, including electronic
communications, as the Committee may prescribe, with the Committee with respect
to the Retainer and/or Meeting Fees payable to the Non-Employee Director for his
services as a member of the Board.


 


ARTICLE
IV


ELECTIONS,
DEFERRALS & MATCHING CONTRIBUTIONS


 


4.1                               Participant
Election to Defer Compensation


 


A.                                   Prior to December 31
or an earlier date set by the Committee, a Participant may elect to defer
Compensation for services to be performed in the next following Plan Year by
the execution and timely filing, and the Committee’s acceptance of, a Deferral
Election Form in such form and according to such procedures as the
Committee may prescribe from time to time. 
Each such Deferral Election Form shall be effective for the Plan
Year to which the Deferral Election Form pertains.


 


B.                                     Each
Participant may elect to defer receipt of his entire Retainer and/or Meeting
Fees until his service on the Board terminates for any reason and have the cash
value of such Retainer/Meeting Fees credited to the Participant Account
established for him under the Plan, pursuant to the provisions of Article V
below.


 


C.                                     On each such
Deferral Election Form, a Participant shall indicate the amount of his or her
Participant Deferral; designate and allocate such Participant Deferral in or
among the elective distribution Account option(s); and, allocate such Accounts
among the various Deemed Crediting Options; provided, however, that Matching Contributions
and earnings thereon must remain in the Company stock Deemed Crediting
Option.  Each Deferral Election Form shall
also permit a Participant to elect to receive a distribution of the portion of
his or her Account attributable to Participant Deferrals elected on that
Deferral Election Form in the event of a Change of Control.  The Deferral Election Form may also
request other information, such as a Participant’s Designated Beneficiary, as
may be required or useful for the administration of the Plan.


 


7

















 


4.2                               Irrevocability,
New Participants


 


Any Election Form delivered by a
Participant shall be irrevocable with respect to any Retainer and/or Meeting
Fees covered by the elections set forth therein after the last date for making
an effective election for such Retainer and/or Meeting Fees in accordance with
Code section 409A, or after any earlier date prescribed by the Committee.


 


Notwithstanding the provisions of paragraph
immediately above, an election made by a Participant in the calendar year in
which he first becomes eligible to participate in the Plan may be made pursuant
to an Election Form delivered to the Committee within 30 days after
the date on which he initially becomes eligible to participate, and such
Election Form shall be effective with respect to Retainers and Meeting
Fees earned from the date such Election Form is delivered to the Committee
through the end of that calendar year.


 


4.3                               Irrevocable
Elections


 


An election in a Deferral Election Form to
defer Compensation for a Plan Year, once made by a Participant, shall be
irrevocable.  The Committee, however, may
reduce or eliminate Participant Deferrals upon granting a Participant’s request
for a distribution based upon an Unforeseeable Emergency.


 


4.4                               Matching
Contributions


 


The Company may, but shall
not be required to, provide a deemed match, in such amounts as it may determine
from time to time, to the Participant Account. 
Such Matching Contributions, if any, shall be credited to the Matching
Contribution Account of the Participant’s Account and shall be subject to the
vesting requirements set forth in Section 6.2.  Such Matching Contributions shall not exceed
the greatest of 50% of the Participant’s deferral or $10,000 annually.  Such Matching Contributions shall be credited
on the Valuation Date(s) determined by the Company in its sole discretion.


 


ARTICLE
V


ACCOUNTS &
ACCOUNT CREDITING


 


5.1                               Establishment
of a Participant’s Account


 


A.                                    Bookkeeping
Account. The Committee shall cause a deemed bookkeeping
Account and appropriate sub-accounts, based upon the primary elective
distribution option(s) to be established and maintained in the name of
each Participant, according to his annual Deferral Election Form for the
Plan Year.  This Account shall reflect
the amount of Participant Deferrals, Matching Contributions and Deemed Earnings
credited on behalf of each Participant under this Plan. The existence of an
account or bookkeeping entries for a Participant (or his Designated
Beneficiary) does not create, suggest or imply that a Participant, 


 


8

















 


Designated Beneficiary, or
other person claiming through them under this Plan, has a beneficial interest
in any asset of the Company.


 


B.                                    Bookkeeping
Activity.  Participant
Deferrals shall be credited to a Participant’s Account on the business day they
would otherwise have been made available as cash to the Participant.  Matching Contributions shall be credited to a
Participant’s Account on the Valuation Date(s) the Company designates, in
its sole discretion.  Deemed Earnings
shall be credited or debited to each Participant’s Account, as well as any
distributions and any other withdrawals under this Plan, as of each Valuation
Date.  Accounts shall continue to be
credited and debited with earnings and losses on each Valuation Date through
the first to occur of (i) the last day of the payroll period in which
Participant Separates from Service or (ii) such earlier date as
established by the Committee with respect to amounts subject to a distribution
on a Change of Control.  Notwithstanding
the foregoing, the portion of an Account allocated to the Company Stock Deemed
Crediting Option shall continue to be credited and debited with earnings and
losses on each Valuation Date until such portion is fully distributed under the
terms of the Plan.


 


5.2                               Deemed
Crediting Options


 


A.                                    General.  The Committee shall establish a portfolio of
two or more Deemed Crediting Options, among which a Participant may allocate
amounts credited to his Account, which are subject to Participant direction
under this Plan.  The Committee reserves
the right, in its sole and exclusive discretion, to substitute, eliminate and
otherwise change this portfolio of Deemed Crediting Options, as well as the
right to establish rules and procedures for the selection and offering of
these Deemed Crediting Options. 
Notwithstanding any other provision of this Plan, amounts allocated to
the Company Stock Deemed Crediting Option may not be reallocated, on or after February 25,
2009, to another Deemed Crediting Option.


 


9
















 


B.            Company Stock Deemed Crediting. 
One of the Deemed Crediting Options shall be Company Stock.  A Participant’s election shall specify the
percentage of his Account (in any whole percentage) to be deemed to be invested
in any Deemed Crediting Option; provided, however, that a Participant’s
Matching Contribution Account must be fully allocated to the Company Stock
Deemed Crediting Option and provided, further, no portion of a Participant’s
Account allocated to the Company Stock Deemed Crediting Option may be
reallocated, on or after February 25, 2009, to another Deemed Crediting
Option.   Amounts credited to this option
shall be deemed to be invested in shares of common stock of the Company.  A Participant’s Account will be credited with
deemed distributions if and when dividends are declared and paid with respect
to Company common stock, and such deemed dividends will be deemed to have been
reinvested in Company common stock as of the first business day following the
deemed payment.  Fair market value of Company
common stock means, as of any day, the average of the closing prices of sales
of shares of common stock on all national securities exchanges on which the
common stock may be listed.  If there
have been no sales on such day, the average of the highest bid and lowest asked
prices on all such exchanges at the end of such day shall be used.  If such common stock is not listed on any
national exchange, then the average of the representative bid and asked prices
quoted in the National Association of Securities Dealers, Inc.  Automated Quotation System for such date or
the next preceding date that the common stock was traded on such market shall
be used.


 


5.3          Allocation of Account Among Deemed Crediting
Options


 


A.            Each Participant shall elect the manner in which his
Account is divided among the Deemed Crediting Options by giving allocation
written instructions in a Deferral Election Form supplied by and filed
with the Committee, or by such other procedure, including electronic
communications, as the Committee may prescribe. 
A Participant’s election shall specify the percentage of his Account (in
any whole percentage) to be deemed to be invested in any Deemed Crediting
Option; provided, however, that a Participant Matching Contribution Account
must be fully allocated to the Company Stock Deemed Crediting Option and
provided, further, no portion of a Participant’s Account allocated to the
Company stock Deemed Crediting Option may be reallocated, on or after February 25,
2009, to another Deemed Crediting Option. Such election shall remain in effect
until a new election is made.


 


B.            Amounts credited to a Participant’s Account shall be
deemed to be invested in accordance with the most recent effective Deemed
Crediting Option election.  As of the
effective date of any new Deemed Crediting Option election, all or a portion of
the Participant’s Account shall be reallocated among the designated Deemed
Crediting Options and according to the percentages specified in the new
instructions, until and unless subsequent instructions shall be filed and
become effective.  If the Custodian
receives a Deemed Crediting Option election, which is unclear, incomplete or
improper, the Deemed Crediting Option election then in effect shall remain in effect
until the subsequent instruction is clarified, completed or otherwise made
acceptable to the Custodian.  The
effective date of a Deemed 


 


10

















 


Crediting Option election
shall be the date such election is implemented by the Custodian.  Such election shall be implemented the day a
clear and complete election is received and accepted by the Custodian.


 


5.4          Valuation and Risk of Decrease in Value


 


The Participant’s Account
will be valued on the applicable Valuation Date at fair market value.  On such date, Deemed Earnings will be
allocated to each Participant’s Account. 
Each Participant and Designated Beneficiary assumes the risk in
connection with any decrease in the fair market value of his Account.


 


5.5          Limited Function of Committee


 


By deferring compensation
pursuant to the Plan, each Participant hereby agrees that the Company and
Committee are in no way responsible for or guarantor of the investment results
of the Participant’s Account.  The
Committee shall have no duty to review, or to advise the Participant on, the
investment of the Participant’s Account; and in fact, shall not review or
advise the Participant thereon. 
Furthermore, the Committee shall have no power to direct the investment
of the Participant’s Account other than promptly to carry out the Participant’s
deemed investment instructions when properly completed and transmitted to the
Committee and accepted according to its rules and procedures.


 


ARTICLE
VI


VESTING


 


6.1          Vesting of Participant Deferrals


 


A Participant shall be fully
vested at all times in Participant Deferrals, as well as Deemed Earnings upon
Participant Deferrals, credited to his Participant Deferral Account.


 


6.2          Vesting of Matching Contributions


 


A Participant shall vest
in Matching Contributions immediately.


 


ARTICLE
VII


DISTRIBUTIONS


 


7.1          Distributions Generally


 


A Participant’s Account
shall be distributed only in accordance with the provisions of this Article VII.  Distributions from the Plan shall be made in
cash; provided, however, that to the extent that all or a portion of a
Participant’s Account is deemed to be invested in common stock of Cardinal
Financial Corporation (“Common Stock”), such amounts shall be paid in shares of
Common Stock in an amount equal to the number of whole shares of Common Stock credited
to 


 


11

















 


the Participant’s Account
as of the date of distribution.  Any
fractional share shall be paid in cash.


 


7.2          Distributions


 


A Participant shall
become entitled to receive a distribution from his Account at such time or
times and by such method of payment as elected and specified in the
Participant’s applicable annual Deferral Election Form, and/or as may be
mandated by the provisions of this Article VII based upon the following
distribution options:


 


A.            Distribution upon Separation from
Service.  If a Participant elects in his annual
Deferral Election Form, he can receive upon his Separation from Service with
the Company a distribution of the portion of his Account attributable to
contributions deferred on such Deferral Election Form (i.e., Participant Deferrals and any related Matching
Contributions and Deemed Earnings), which shall be distributed according to the
method of payment elected in his applicable Deferral Election Form.  The election is made on an annual basis,
applies only to the Participant’s current Plan Year contributions, is
irrevocable and is payable according to the method of payment elected in the
Participant’s applicable annual Deferral Election Form.  If the Participant dies while receiving
installment payments, his Designated Beneficiary shall continue to receive the
remaining installments.  If subsequently,
the Designated Beneficiary dies, any remaining installments will be paid to the
Designated Beneficiary’s estate.


 


B.            Distribution on a Specific Date. 
If a Participant elects in his annual Deferral Election Form, he can
receive, as soon as three (3) years after the end of the deferral Plan
Year, a distribution of the portion of the Participant’s Account attributable
to contributions deferred on such Deferral Election Form (i.e., Participant Deferrals and any related Matching
Contributions and Deemed Earnings), which shall be distributed according to the
method of payment elected in his applicable Deferral Election Form.  The election is made on an annual basis,
applies only to the Participant’s current Plan Year contributions, is
irrevocable and is payable according to the method of payment elected in the
Participant’s applicable annual Deferral Election Form.  If the Participant dies while receiving
In-Service installment payments, his Designated Beneficiary shall continue to
receive the remaining installments.  If
subsequently, the Designated Beneficiary dies; any remaining installments will
be paid to the Designated Beneficiary’s estate.


 


C.            Change of Control Distribution. 
If a Participant shall so elect in his annual Deferral Election Form,
the portion of a Participant’s Account attributable to contributions deferred
on such Deferral Election Form (i.e.,
Participant Deferrals and any related Matching Contributions and Deemed
Earnings) shall be 


 


12

















 


distributed to him as set
forth in Section 7.3 C upon the occurrence of a Change of Control.


 


D.            Distribution upon Participant’s
Death.  If a Participant dies while serving as a
Non-Employee Director, the portion of his Account attributable to contributions
deferred on a Deferral Election Form (i.e.,
Participant Deferrals and any related Matching Contributions and Deemed
Earnings) shall be valued as of the Valuation Date next following his date of
death and shall be distributed in lump sum or installments, as designated on
such Deferral Election Form, to his Designated Beneficiary within (or
commencing within) sixty (60) days of the date of death; provided, however,
that this sentence shall not apply if distribution of such portion of the
Participant’s Account has commenced prior to the Participant’s death.


 


E.             Distribution upon Participant’s
Disability.  If a Participant is determined by the
Committee to be Disabled, the portion of such Participant’s Account
attributable to contributions deferred on a Deferral Election Form (i.e., Participant Deferrals and any related Matching
Contributions and Deemed Earnings) shall be valued as of the Valuation Date
next following such Disability determination and shall be distributed in a lump
sum or installments, as designated in his Deferral Election Form, within (or
commencing within) sixty (60) days of the Disability determination.


 


F.             Distribution without Applicable
Election.  If a Participant experiences a Separation
from Service and distribution of all or a portion of his Account is not
governed by an applicable Deferral Election Form, his Account or such portion
shall be distributed to him in a lump sum within sixty (60) days after such
Separation from Service.


 


7.3          Timing and Method of Payment for Distributions


 


A.            Distribution upon Separation from
Service.  At the election of a Participant in the
applicable Deferral Election Form, a Participant may receive a distribution
upon Separation from Service in a lump sum or in payments of up to ten (10) annual
installments (10 years) with the first installment to begin within ten (10) days
of the first business day on or after January 1 in the calendar year
following the Participant’s date of Retirement and each subsequent installment
to be paid thereafter within ten (10) days of the first business day on or
after January 1 of each calendar year until the Account has been fully
distributed


 


B.            Distribution on a Specific Date. 
At the election of a Participant in the applicable Deferral Election
Form, a specific distribution date may be selected for payment, which date may
be as soon as three (3) years after the end of the deferral Plan
Year.  Distribution will be either in the
form of a lump-sum, occurring no later than thirty (30) days following the
distribution date elected on the Deferral 


 


13

















 


Election Form, or in up
to ten (10) annual installment payments beginning with the first business
day on or after the distribution commencement date selected by the Participant
in his annual Deferral Election Form and continuing to be paid thereafter
within ten (10) days of the anniversary of the distribution date of each
calendar year until the applicable portion of the Participant’s Account has
been fully distributed.  A Participant’s
Account shall be valued as of such distribution (or distribution commencement)
date elected on the Deferral Election Form.


 


C.            Change of Control. 
If so elected by the Participant in the applicable Deferral Election
Form, a distribution of the portion of a Participant’s Account attributable to
deferral elections made on such Deferral Election Form (i.e., Participant Deferrals and any related Matching
Contributions and Deemed Earnings) shall be made to him, according to the
method of payment elected in his applicable Deferral Election Form, in the
event of a Change of Control.  Such
distribution shall override any other Participant election(s) (e.g., Retirement, Specified Date) for distribution of that
portion of Participant’s Account if distribution has not yet commenced on the
date of the Change of Control.  If such
an overriding election is made, amounts will be distributed, or begin to be
distributed, within 60 days of the date of the Change of Control.  Notwithstanding the foregoing provision, no
distribution shall be made to any Participant until the earliest date and upon
such conditions as may be set forth under Treasury Regulations issued pursuant
to Code Section 409A.  A
Participant’s Account shall be valued as of such effective date of the Change
of Control.  If no such election was made
by the Participant in his Annual Deferral Election Form, his distribution
election(s) will not be overridden.


 


D.            Installment Payments. 
In any distribution in which a Participant has elected or will receive
distribution in periodic installments, the amount of each periodic installment
shall be determined by applying a formula to the Account in which the numerator
is the number one and the denominator is the number of remaining installments
to be paid.  For example, if a
Participant elects ten (10) annual installments for a Retirement
distribution, the first payment will be 1/10 of the Account, the second will be
1/9, the third will be 1/8; the fourth will be 1/7 and so on until the Account
is entirely distributed.


 


E.             Failure to Designate a Method of
Payment.  In any situation in which the Committee is
unable to determine the method of payment because of incomplete, unclear, or
uncertain instructions in a Participant’s Deferral Election Form, the
Participant will be deemed to have elected a lump sum distribution.


 


F.             Subsequent Elections.  A
Participant who has made a Specific Date distribution or a Separation from
Service distribution election may make one or more subsequent elections to
postpone the distribution date or to change the form of payment to another form
permitted by the Plan and in accordance with Code Section 409A.  Such Subsequent Election shall be made in
writing in such form as 


 


14

















 


is acceptable to the
Committee or by such other procedure, including electronic communications, as
the Committee may prescribe and (i) is made at least twelve months prior
to the original distribution date (in the case of an Specified Date
distribution election); (ii) provides for an effective date at least
twelve months following the Subsequent Election; and (iii) postpones the
commencement of payment for a period of not less than five years from the
previous distribution date.


 


G.            2008 Transition Elections. 
Pursuant to the Transition Relief, a Participant may make a special
distribution election in 2008 that shall override any prior election.  Such special election shall not be effective
to the extent it would (i) cause an amount not otherwise payable in 2008
to become payable in 2008 or (ii) defer an amount scheduled to be paid in
2008 into a future year.  Such special
election shall be made in accordance with the terms and distribution choices
set forth under Section 7.3, and such election may apply to all or a
portion of the Participant’s Account attributable to amounts deferred for 2008
or earlier years (“pre-2009 Account”). 
Such special election shall occur in accordance with procedures
established by the Committee and shall be irrevocable when submitted to the
Committee.


 


7.4          Distributions Resulting from Unforeseeable
Emergency


 


A Participant may request
that all or a portion of his Account be distributed at any time prior to
separation from service from the Company by submitting a written request to the
Committee, in such form or by such other procedure, including electronic
communications, as the Committee may prescribe, provided that the Participant
has incurred an Unforeseeable Emergency, and the distribution is necessary to
alleviate such Unforeseeable Emergency.


 


Such distribution shall
be limited to an amount that does not exceed the amount necessary to satisfy
such emergency, plus amounts necessary to pay taxes reasonably anticipated as a
result of the distribution, after taking into account the extent to which such
hardship is or may be relieved through reimbursement or compensation by
insurance or otherwise or by liquidation of the Participant’s assets (to the
extent the liquidation of such assets would not itself cause severe financial
hardship).  Such distribution shall be
made as soon as administratively practicable, but no later than sixty (60) days
following the Committee’s determination of an Unforeseeable Emergency.  Valuation date shall be the same day as the
day of receipt of the written request by the Custodian in such form or by such
other procedure, including electronic communications, as the Committee may
prescribe.  The Balance not distributed
from the Participant’s Account shall remain in the Plan.


 


7.5          Distributions of Small Accounts


 


If at any time the value
of the Participant’s Account is less than the applicable dollar amount under
Code section 402(g)(1)(B) (or such other greater or lesser amount as may
be permitted under Code section 409A and Treasury Regulations thereunder), the
Committee, in its sole and 


 


15

















 


exclusive discretion, may
make a distribution in lump sum of the value of the entire Account.  If the value of a Participant’s Account is
zero upon the Valuation Date of any distribution, the Participant shall be
deemed to have received a distribution of such Account and his participation in
the Plan terminates.  A distribution
under this Section 7.6 shall be carried out in accordance with Code
section 409A and Treasury Regulations thereunder, including the requirement
that the distribution results in termination and liquidation of a Participant’s
interest in all plans required to be aggregated for purposes of Code section
409A; and the requirement that the Committee evidence the exercise of its
discretion in writing no later than the date of the payment.


 


ARTICLE
VIII


ADMINISTRATION &
CLAIMS PROCEDURE


 


8.1          Duties of the Committee


 


The Committee shall be
responsible for the general operation and administration of the Plan, and shall
have such powers as are necessary to discharge its duties under the Plan,
including, without limitation, the following:


 


A.            With the advice of the general counsel of the Company,
to construe and interpret the Plan, to decide all questions of eligibility, to
determine the amount, manner and time of payment of any benefits hereunder, in
each case in its discretion, to prescribe rules and procedures to be
followed by Participants and their beneficiaries under the Plan, and to
otherwise carry out the purposes of the Plan; and


 


B.            To appoint or employ individuals to assist in the
administration of the Plan and any other agents deemed advisable.


 


C.            All decisions of the Committee shall be binding and
conclusive upon all Participants, beneficiaries and other persons.


 


8.2          Organization of the Committee


 


The Committee shall act
by a majority of its members at the time in office.  Committee action may be taken either by a
vote at a meeting or by written consent without a meeting.  The Committee may authorize any one or more
of its members to execute any document or documents on behalf of the Committee.  The Committee shall notify the Company, in
writing, of such authorization and the name or names of its member or members
so designated in such cases.  The Company
thereafter shall accept and rely on any documents executed by said member of
the Committee or members as representing action by the Committee until the
Committee shall file with the Company a written revocation of such
designation.  With the permission of the
Company, the Committee may employ and appropriately compensate accountants,
legal counsel, benefit specialists, actuaries, plan administrators and record
keepers and any other persons as it deems necessary or desirable in connection
with the administration 


 


16

















 


and maintenance of the
Plan.  Such professionals and advisors
shall not be considered members of the Committee for any purpose.


 


8.3          Limitation of Liability


 


A.            No member of the Board of Directors, no officer or
Employee of the Company, nor the Company shall be liable to any Employee,
Participant, Designated Beneficiary or any other person for any action taken or
act of omission in connection with the administration or operation of this Plan
unless attributable to his own fraud or willful misconduct.  Nor shall the Company be liable to any
Employee, Participant, Designated Beneficiary or any other person for any such
action taken or act of omission unless attributable to fraud, gross negligence
or willful misconduct on the part of a director, officer or Employee of the
Company.  Moreover, each Participant, Designated
Beneficiary, and any other person claiming a right to payment under the Plan
shall only be entitled to look to the Company for payment, and shall not have
the right, claim or demand against the Committee (or any member thereof), any
director, officer or Employee of the Company.


 


B.            To the fullest extent permitted by the law and subject
to the Company’s Certificate of Incorporation and By-laws, the Company shall
indemnify the Committee, each of its members, and the Company’s officers and
Directors (and any Employee involved in carrying out the functions of the
Company under the Plan) for part or all expenses, costs, or liabilities arising
out of the performance of duties required by the terms of the Plan, except for
those expenses, costs, or liabilities arising out of a member’s fraud, willful
misconduct or gross negligence.


 


8.4          Committee Reliance on Records and Reports


 


The Committee shall be
entitled to rely upon certificates, reports, and opinions provided by an
accountant, tax or pension advisor, actuary or legal counsel employed by the
Company or Committee.  The Committee
shall keep a record of all its proceedings and acts, and shall keep all such
books of account, records, and other data as may be necessary for the proper
administration of the Plan.  The
regularly kept records of the Committee and the Company shall be conclusive
evidence of the service of a Participant, Compensation, age, marital status,
status as an Employee, and all other matters contained therein and relevant to
this Plan.  The Committee, in any of its
dealings with Participants hereunder, may conclusively rely on any Deferral
Election Form, written statement, representation, or documents made or provided
by such Participants.


 


8.5          Costs of the Plan


 


All the costs and
expenses for maintaining the administration and operation of the Plan shall be
borne by the Company unless the Company shall give notice (that Plan
Participants bear this expense, in whole or in part) to: (a) Eligible
Participants at the time they become a Participant by completion and filing of
a Deferral Election Form; or (b) to existing Participants during annual re



 


17

















 


enrollment.  Such notice shall detail the administrative
expense to be assessed a Plan Participant, how that expense will be assessed and
allocated to the Participant Accounts, and any other important information
concerning the imposition of this administrative expense.  This administration charge, if any, shall
operate as a reduction to the bookkeeping Account of a Participant or his designated
Beneficiary, and in the absence of specification otherwise shall reduce the
Account, and be charged annually during the month of January.


 


8.6          Claims Procedure


 


A.            Claim. 
Benefits shall be paid in accordance with the terms of this Plan, as
interpreted and determined by the Committee in its sole discretion.  A Participant, Designated Beneficiary or any
person who believes that he is being denied a benefit to which he is entitled
under the Plan (hereinafter referred to as a “Claimant”) may file a written
request in such form or by such other procedure, including electronic
communications, as the Committee may prescribe, for such benefit with the
Committee setting forth his claim.


 


The Committee shall be responsible for deciding
whether such claim is within the scope provided by the Plan (a “Covered Claim”)
and for providing full and fair review of the decision with respect to such
claim.  In addition, the Company shall
provide a full and fair review to the extent required by ERISA.  No Claimant shall be entitled to a benefit
hereunder unless the Committee determines in its sole discretion that he or she
is entitled to it.


 


Each Claimant or other interested person shall file
with the Committee such pertinent information as the Committee may specify, and
in such manner and form as the Committee may specify and provide, and such
person shall not have any rights or be entitled to any benefits or further
benefits hereunder, as the case may be, unless such information is filed by the
Claimant or on behalf of the Claimant. 
Each Claimant shall supply at such times and in such manner as may be
required, written proof that the benefit is covered under the Plan.  If it is determined that a Claimant has not
incurred a Covered Claim or if the Claimant shall fail to furnish such proof as
is requested, no benefits or no further benefits hereunder, as the case may be,
shall be payable to such Claimant.


 


B.            Claim Decision. 
For all purposes under the Plan, the Committee’s decision with respect
to a claim if no review is requested and the decision with respect to a claim
if review is requested shall be final, binding and conclusive on all interested
parties as to matters relating to the Plan.


 


8.8          Litigation


 


It shall only be
necessary to join the Company as a party in any action or judicial proceeding
affecting the Plan.  No Participant or
Designated Beneficiary or any other person claiming under the Plan shall be
entitled to service of process or notice of such action or proceeding, except
as 


 


18

















 


may be expressly required
by law.  Any final judgment in such
action or proceeding shall be binding on all Participants, Designated
Beneficiaries or persons claiming under the Plan.


 


ARTICLE
IX


AMENDMENT,
TERMINATION & REORGANIZATION


 


9.1          Amendment


 


The Company reserves the
right to amend the Plan, by resolution of the Company, to the extent permitted
under the Code and ERISA.  However, no
amendment to the Plan shall be effective to the extent that it has the effect
of decreasing a Participant’s (or Designated Beneficiary’s) accrued benefit
prior to the date of the amendment.  The
Company may act through its Board of Directors, or the Board of Directors may
delegate its authority to amend the Plan to the Committee.


 


9.2          Amendment Required By Law


 


Notwithstanding Section 9.1,
the Plan may be amended at any time, if in the opinion of the Company, such
amendment is necessary to ensure the Plan is treated as a nonqualified plan of
deferred compensation under the Code and ERISA, or to bring it into conformance
with the Code or Treasury or SEC regulations or requirements for such
plans.  This includes the right to amend
this Plan, so that any Trust, if applicable, created in conjunction with this
Plan, will be treated as a grantor Trust under Sections 671 through 679 of the
Code, and to otherwise conform the Plan provisions and such Trust, if
applicable, to the requirements of any applicable law.


 


9.3          Termination


 


The Company intends to
continue the Plan indefinitely.  However,
the Company by action of its Board of Directors reserves the right to terminate
the Plan at any time.  However, no such
termination shall deprive any participant or Designated Beneficiary of a right
accrued under the Plan prior to the date of termination.  Any such termination shall be carried out in
accordance with Code Section 409A and Treasury Regulations thereunder.


 


9.4          Consolidation/Merger


 


The Company shall not
enter into any consolidation or merger without the guarantee and assurance of
the successor or surviving company or companies to the obligations contained
under the Plan.  Should such
consolidation or merger occur, the term “Company” as defined and used in this
Plan shall refer to the successor or surviving company.


 


19

















 


ARTICLE X


GENERAL
PROVISIONS


 


10.1        Applicable Law


 


Except insofar as the law
has been superseded by Federal law, Virginia law shall govern the construction,
validity and administration of this Plan as created by this Plan.  The parties to this Plan intend that this
Plan shall be a nonqualified unfunded plan of deferred compensation without
plan assets and any ambiguities in its construction shall be resolved in favor
of an interpretation which will affect this intention.


 


10.2        Benefits Not Transferable or Assignable


 


A.            Benefits under the Plan shall not be subject to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or
charge and any attempt to anticipate, alienate, sell, transfer, assign, pledge,
encumber or charge such benefits shall be void, nor shall any such benefits be
in any way liable for or subject to the debts, contracts, liabilities,
engagements or torts of any person entitled to them.  However, a Participant may name a recipient
for any benefits payable or which would become payable to a Participant upon
his death.  This Section shall also
apply to the creation, assignment or recognition of a right to any benefit
payable with respect to a Participant pursuant to a domestic relations order,
including a qualified domestic relations order under Section 414 of the
Code.  In addition, the following actions
shall not be treated or construed as an assignment or alienation: (a) Plan
Contribution or distribution tax withholding; (b) recovery of distribution
overpayments to a Participant or Designated Beneficiary; (c) direct
deposit of a distribution to a Participant’s or Designated Beneficiary’s
banking institution account; or (d) transfer of Participant rights from
one Plan to another Plan, if applicable.


 


B.            The Company may bring an action for a declaratory
judgment if a Participant’s, Designated Beneficiary’s or any Beneficiary’s
benefits hereunder are attached by an order from any court.  The Company may seek such declaratory judgment
in any court of competent jurisdiction to:


 


(1)           determine the proper recipient or recipients of the
benefits to be paid under the Plan;


 


(2)           protect the operation and consequences of the Plan for
the Company and all Participants; and


 


(3)           request any other equitable relief the Company in its
sole and exclusive judgment may feel appropriate.


 


Benefits which may become
payable during the pendency of such an action shall, at the sole discretion of
the Company, either be:


 


(1)           paid into the court as they become payable or


 


20

















 


(2)           held in the Participant’s or Designated Beneficiary’s
Account subject to the court’s final distribution order.


 


10.3        Not a Retainer Contract


 


Establishment of the Plan
shall not be construed to give any Participant the right to be retained as a
member of the Board.


 


10.4        Notices


 


A.            Any notices required or permitted hereunder shall be
in writing and shall be deemed to be sufficiently given at the time when
delivered personally or when mailed by certified or registered first class
mail, postage prepaid, addressed to either party hereto as follows:


 


If to the Company or the
Committee:


 


Cardinal Financial
Corporation


8270 Greensboro Drive


Suite 500


McLean, Virginia  22102


 


If to the Participant:


 


At his last known
address, as indicated by the records of the Company.


 


or to such changed
address as such parties may have fixed by notice.  However, any notice of change of address
shall be effective only upon receipt.


 


B.            Any communication, benefit payment, statement of
notice addressed to a Participant or Designated Beneficiary at the last post
office address as shown on the Company’s records shall be binding on the
Participant or Designated Beneficiary for all purposes of the Plan.  The Company shall not be obligated to search
for any Participant or Designated Beneficiary beyond sending a registered
letter to such last known address.


 


10.5        Severability


 


If any provision or
provisions of the Plan shall for any reason be invalid or unenforceable, the
remaining provisions of the Plan shall be carried into effect, unless the
effect thereof would be to materially alter or defeat the purposes of the
Plan.  All terms of the Plan and all
discretion granted hereunder shall be uniformly and consistently applied to all
the Employees, Participants and Designated Beneficiaries.


 


21
















 


10.6        Participant is General Creditor with No Rights to
Assets


 


A.            The payments to the Participant or his Designated
Beneficiary or any other beneficiary hereunder shall be made from assets which
shall continue, for all purposes, to be a part of the general, unrestricted
assets of the Company; no person shall have any interest in any such assets by
virtue of the provisions of this Plan. 
The Company’s obligation hereunder shall be an unfunded and unsecured
promise to pay money in the future.  To
the extent that any person acquires a right to receive payments from the
Company under the provisions hereof, such right shall be no greater than the
right of any unsecured general creditor of the Company; no such person shall
have nor require any legal or equitable right, or claim in or to any property
or assets of the Company.  The Company
shall not be obligated under any circumstances to fund obligations under this
Plan.


 


B.            The Company at its sole discretion and exclusive
option, may acquire and/or set-aside assets or funds, in a trust or otherwise,
to support its financial obligations under this Plan.  No such trust established for this purpose
shall be established in or transferred to a location that would cause it to be
deemed to be an “offshore trust” for purposes of Code Section 409A
(b)(1).  No such acquisition or set-aside
shall impair or derogate from the Company’s direct obligation to a Participant
or Designated Beneficiary under this Plan. 
However, no Participant or Designated Beneficiary shall be entitled to
receive duplicate payments of any Accounts provided under the Plan because of
the existence of such assets or funds.


 


C.            In the event that, in its discretion, the Company
purchases an asset(s) or insurance policy or policies insuring the life of
the Participant to allow the Company to recover the cost of providing benefits,
in whole or in part hereunder, neither the Participant, Designated Beneficiary
nor any other beneficiary shall have any rights whatsoever therein in such
assets or in the proceeds therefrom.  The
Company shall be the sole owner and beneficiary of any such assets or insurance
policy and shall possess and may exercise all incidents of ownership
therein.  No such asset or policy,
policies or other property shall be held in any trust for the Participant or
any other person nor as collateral security for any obligation of the Company
hereunder.  Nor shall any Participant’s
participation in the acquisition of such assets or policy or policies be a representation
to the Participant, Designated Beneficiary or any other beneficiary of any
beneficial interest or ownership in such assets, policy or policies.  A Participant may be required to submit to
medical examinations, supply such information and to execute such documents as
may be required by an insurance carrier or carriers (to whom the Company may
apply from time to time) as a precondition to participate in the Plan.


 


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10.7        No Trust Relationship Created


 


Nothing contained in this
Plan shall be deemed to create a trust of any kind or create any fiduciary
relationship between the Company and the Participant, Designated Beneficiary,
other beneficiaries of the Participant, or any other person claiming through
the Participant.  Funds allocated
hereunder shall continue for all purposes to be part of the general assets and
funds of the Company and no person other than the Company shall, by virtue of
the provisions of this Plan, have any beneficial interest in such assets and
funds.  The creation of a grantor Trust
(so called “Rabbi Trust”) under the Code (owned by and for the benefit of the
Company) to hold such assets or funds for the administrative convenience of the
Company shall not give nor be a representation to a Participant, Designated Beneficiary,
or any other person, of a property or beneficial ownership interest in such
Trust assets or funds even though the incidental advantages or benefits of the
Trust to Plan Participants may be communicated to them.


 


10.8        Limitations on Liability of the Company


 


Neither the establishment
of the Plan nor any modification hereof nor the creation of any Account under
the Plan nor the payment of any benefits under the Plan shall be construed as
giving to any Participant or any other person any legal or equitable right
against the Company or any Director, officer or Employee thereof except as
provided by law or by any Plan provision.


 


10.9        Plan Establishes Agreement Between Company and
Participant Only


 


The Participant,
Designated Beneficiary, estate or any other person claiming through the
Participant, shall only have recourse against the Company for enforcement of
this Plan.  This Plan shall be binding
upon and inure to the benefit of the Company and its successors and assigns,
and the Participant, successors, heirs, executors, administrators and
beneficiaries.


 


10.10      Independence of Benefits


 


The benefits payable
under this Plan are for services already rendered and shall be independent of,
and in addition to, any other benefits or compensation, whether by salary,
bonus, fees or otherwise, payable to the Participant under any compensation
and/or benefit arrangements or plans, incentive cash compensations and stock
plans and other retirement or welfare benefit plans, that now exist or may
hereafter exist from time to time.


 


10.11      Unclaimed Property


 


Except as may be required
by law, the Committee may take any of the following actions if it gives notice
to a Participant or Designated Beneficiary of an entitlement to benefits under
the Plan, and the Participant or Designated Beneficiary fails to claim such
benefit or fails to provide their location to the Company within three (3) calendar
years of such notice:


 


(1)           Direct distribution of such benefits, in such
proportions as the Committee may determine, to one or more or all, of a
Participant’s next of kin, if their location is known to the Committee;


 


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(2)           Deem this benefit to be a forfeiture and paid to the
Company if the location of a Participant’s next of kin is not known.  However, the Committee shall pay the benefit,
unadjusted for gains or losses from the date of such forfeiture, to a
Participant or Designated Beneficiary who subsequently makes proper claim to
the benefit.


 


The Company shall not be
liable to any person for payment pursuant to applicable state unclaimed
property laws.


 


10.12      Required Tax Withholding and Reporting


 


The Company shall
withhold and report Federal, state and local income and payroll tax amounts on
all Contributions to and distributions and withdrawals from a Participant’s
Account as may be required by law from time to time.


 


IN WITNESS WHEREOF, the
Plan has been executed on behalf of the Company on this 25th day of February 25,
2009.


 


CARDINAL FINANCIAL
CORPORATION


 


 


	
  By:

  	
  /s/ Mark A. Wendel

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  EVP and CFO

  	
   

  



 


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