Exhibit 10.1


 


CARDINAL FINANCIAL CORPORATION


 


Executive Deferred Income Plan


 


 


Effective January 1,
2005


Amended and
Restated Effective February 25, 2009


 

















 


Cardinal Financial
Corporation


Executive 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

  	
  Compensation

  	
  3

  
	
  2.10

  	
  Contributions

  	
  3

  
	
  2.11

  	
  Custodian

  	
  4

  
	
  2.12

  	
  Deemed Earnings

  	
  4

  
	
  2.13

  	
  Deemed Crediting Options

  	
  4

  
	
  2.14

  	
  Deferral Election Form

  	
  4

  
	
  2.15

  	
  Designated Beneficiary

  	
  4

  
	
  2.16

  	
  Disability

  	
  5

  
	
  2.17

  	
  Eligible Employee

  	
  5

  
	
  2.18

  	
  Employee

  	
  5

  
	
  2.19

  	
  ERISA

  	
  5

  
	
  2.20

  	
  Key Employee

  	
  5

  
	
  2.21

  	
  Leave of Absence

  	
  5

  
	
  2.22

  	
  Matching Contribution

  	
  6

  
	
  2.23

  	
  Matching Contribution Account

  	
  6

  
	
  2.24

  	
  Participant

  	
  6

  
	
  2.25

  	
  Participant Deferral

  	
  6

  
	
  2.26

  	
  Participant Deferral Account

  	
  6

  
	
  2.27

  	
  Performance Based Compensation

  	
  6

  
	
  2.28

  	
  Plan Year

  	
  7

  
	
  2.29

  	
  Retirement

  	
  7

  
	
  2.30

  	
  Separation from Service

  	
  7

  
	
  2.31

  	
  Unforeseeable Emergency

  	
  7

  
	
  2.32

  	
  Valuation Date

  	
  7

  
	
   

  	
   

  
	
  ARTICLE III

  	
  ELIGIBILITY &
  PARTICIPATION

  	
  7

  
	
   

  	
   

  
	
  3.1

  	
  Eligibility Requirements

  	
  7

  
				



 


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  3.2

  	
  Participation

  	
  8

  
	
   

  	
   

  
	
  ARTICLE IV

  	
  ELECTIONS, DEFERRALS &
  MATCHING CONTRIBUITONS

  	
  8

  
	
   

  	
   

  
	
  4.1

  	
  Participant Election to Defer Compensation

  	
  8

  
	
  4.2

  	
  Irrevocability, New Participants

  	
  9

  
	
  4.3

  	
  Matching Contributions

  	
  9

  
	
   

  	
   

  
	
  ARTICLE V

  	
  ACCOUNTS & ACCOUNT CREDITING

  	
  9

  
	
   

  	
   

  
	
  5.1

  	
  Establishment of a Participant’s Account

  	
  9

  
	
  5.2

  	
  Deemed Crediting Options

  	
  10

  
	
  5.3

  	
  Allocation of Account Among Deemed Crediting Options

  	
  11

  
	
  5.4

  	
  Valuation and Risk of Decrease in Value

  	
  11

  
	
  5.5

  	
  Limited Function of Committee

  	
  12

  
	
   

  	
   

  
	
  ARTICLE VI

  	
  VESTING

  	
  12

  
	
   

  	
   

  
	
  6.1

  	
  Vesting of Participant Deferrals

  	
  12

  
	
  6.2

  	
  Vesting of Matching Contributions

  	
  12

  
	
   

  	
   

  
	
  ARTICLE VII

  	
  DISTRIBUTIONS

  	
  12

  
	
   

  	
   

  
	
  7.1

  	
  Distributions Generally

  	
  12

  
	
  7.2

  	
  Distributions

  	
  12

  
	
  7.3

  	
  Timing and Method of Payment Not Specified in
  Section 7.2

  	
  14

  
	
  7.4

  	
  Distributions Resulting from Unforeseeable Emergency

  	
  16

  
	
  7.5

  	
  Distributions of Small Accounts

  	
  17

  
	
   

  	
   

  
	
  ARTICLE VIII

  	
  ADMINISTRATION &
  CLAIMS PROCEDURES

  	
  17

  
	
   

  	
   

  
	
  8.1

  	
  Duties of the Committee

  	
  17

  
	
  8.3

  	
  Organization of the Committee

  	
  17

  
	
  8.4

  	
  Limitation of Liability

  	
  18

  
	
  8.5

  	
  Committee Reliance on Records and Reports

  	
  18

  
	
  8.6

  	
  Costs of the Plan

  	
  19

  
	
  8.7

  	
  Claims Procedure

  	
  19

  
	
  8.8

  	
  Litigation

  	
  20

  
	
   

  	
   

  
	
  ARTICLE IX

  	
  AMENDMENT,
  TERMINATION & REORGANIZATION

  	
  20

  
	
   

  	
   

  
	
  9.1

  	
  Amendment

  	
  20

  
	
  9.2

  	
  Amendment Required By Law

  	
  20

  
	
  9.3

  	
  Termination

  	
  20

  
	
  9.4

  	
  Consolidation/Merger

  	
  21

  
	
   

  	
   

  
	
  ARTICLE X

  	
  GENERAL PROVISIONS

  	
  21

  
	
   

  	
   

  
	
  10.1

  	
  Applicable Law

  	
  21

  
	
  10.2

  	
  Benefits Not Transferable or Assignable

  	
  21

  
	
  10.3

  	
  Not an Employment Contract

  	
  22

  
	
  10.4

  	
  Notices

  	
  22

  
	
  10.5

  	
  Severability

  	
  23

  
				



 


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  10.6

  	
  Participant is General Creditor with No Rights to
  Assets

  	
  23

  
	
  10.7

  	
  No Trust Relationship Created

  	
  24

  
	
  10.8

  	
  Limitations on Liability of the Company

  	
  24

  
	
  10.9

  	
  Plan Establishes Agreement Between Employer and
  Participant Only

  	
  24

  
	
  10.10

  	
  Independence of Benefits

  	
  24

  
	
  10.11

  	
  Unclaimed Property

  	
  25

  
	
  10.12

  	
  Required Tax Withholding and Reporting

  	
  25

  



 


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ARTICLE I


INTRODUCTION


 


1.1                               Name


 


The name of this Plan is
the Cardinal Financial Corporation Executive 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 October 21, 2008.


 


1.2                               Purpose


 


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, and to provide the
Company, if appropriate, a vehicle to address limitations on its contributions
under any tax-qualified defined contribution plan.  This Plan is intended to be a nonqualified “top-hat”
plan; that is, an unfunded plan of deferred compensation maintained for a
select group of management or highly compensated employees pursuant to Sections
201(2), 301(a)(3), and 401(a)(1) of ERISA, and an unfunded plan of
deferred compensation under the Code.


 


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 Section 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 Treasury Regulations thereunder, 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                               Compensation


 


“Compensation” shall mean
the base or regular cash salary payable to an Employee by the Company, as well
as incentives or bonuses payable to an Employee by the Company, and commissions
payable to an Employee by the Company, including any such amounts which are not
includible in the Participant’s gross income under Sections 125, 40 1(k), 402(h) or
403(b) of the Internal Revenue Code of 1986, as amended.


 


2.10                        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.


 


3

















 


2.11                        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.


 


2.12                        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.


 


2.13                        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.


 


2.14                        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.


 


2.15                        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.


 


4

















 


2.16                        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 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.


 


2.17                        Eligible
Employee


 


“Eligible Employee” shall
mean a person who (for any Plan Year or portion thereof) is: (1) an
Employee of the Company; (2) a member of a select group of management or a
highly compensated employee of the Company; and (3) selected by the
Committee to participate in the Plan.


 


2.18                        Employee


 


“Employee” shall mean a
full time common law employee of the Company.


 


2.19                        ERISA


 


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


 


2.20                        Key
Employee


 


“Key Employee” shall mean
a Participant who, as of December 31 of a given year, meets the
requirements of Code section 416(i)(1)(A)(i), (ii), or (iii) applied in
accordance with the regulations thereunder and disregarding Code section
416(i)(5).  A Participant who meets the
criteria set forth in the preceding sentence will be considered a Key Employee
for purposes of the Plan for the 12-month period commencing on the next following
April 1.  In general, a Participant
will meet these criteria if he or she is (i) one of the top-fifty most
highly compensated officers with annual compensation in excess of $130,000 (as
adjusted from time to time by Treasury regulations); (ii) a five percent
owner of the Company; or (iii) a one percent owner of the Company with
annual compensation in excess of $150,000 (as adjusted from time to time by
Treasury Regulations).


 


2.21                        Leave
of Absence


 


“Leave of Absence” shall
mean a period of time, not to exceed twelve (12) consecutive calendar months
during which time a Participant shall not be an active Employee of the Company,
but shall be treated for purposes of this Plan as in continuous service with
the Company.  A Leave of 


 


5

















 


Absence may be either
paid or unpaid, but must be agreed to in writing by both the Company and the
Participant.  A Leave of Absence that
continues beyond the twelve (12) consecutive months shall be treated as a
Separation from Service as of the first business day of the thirteenth month
for purposes of the Plan. 
Notwithstanding the foregoing, for a Leave of Absence that exceeds six (6) months,
if the Participant is not guaranteed a right to reemployment by statute or
contract, the Leave of Absence shall be treated as a Separation from Service on
the first date immediately following the six (6)-month period.


 


2.22                        Matching
Contribution


 


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


 


2.23                        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.


 


2.24                        Participant


 


“Participant” shall mean
an Eligible Employee who participates in the Plan under Article III; a
former Eligible Employee 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, and any former Eligible Employee who has participated in the Plan
under Article III and has not yet exceeded any Leave of Absence.


 


2.25                        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.


 


2.26                        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.


 


2.27                        Performance
Based Compensation


 


“Performance-based
compensation” shall mean compensation that (i) is variable and contingent
on the satisfaction of written, pre-established organizational or individual
performance criteria, where the outcome of such criteria is substantially
uncertain at the time the criteria are established; (ii) is based on
services performed over a period of at least twelve months; and (iii) 


 


6

















 


otherwise constitutes
performance-based compensation within the meaning of Treasury Regulations under
Code Section 409A.


 


2.28                        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.


 


2.29                        Retirement


 


“Retirement” shall mean a
Participant’s actual Separation from Service from the Company after having
attained age sixty-two (62).


 


2.30                        Separation
from Service


 


“Separation from Service”
shall mean a Participant’s separation from service as an Employee with the
Company within the meaning of Treasury Regulations under Code Section 409A,
other than for Death, Disability, or Leave of Absence.  A transfer of employment within and among the
Company and any member of a controlled group, as provided in Code Section 409A
(d)(6), shall not be deemed a Separation from Service.


 


2.31                        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.


 


2.32                        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.


 


ARTICLE
III


ELIGIBILITY &
PARTICIPATION


 


3.1                               Eligibility
Requirements


 


Only an Eligible Employee
selected by the Committee may become a Participant in this Plan.  Moreover, a Participant shall not be
permitted to make new Participant Deferrals to the Plan, if he ceases to be an
Eligible Employee because he is no longer a member a select group of management
or highly compensated employees, or otherwise. 
The Committee shall notify an 


 


7

















 


Eligible Employee of his
eligibility for a Plan Year in such form as it may determine most
appropriate.  Current Participants remain
eligible until notified otherwise.


 


3.2                               Participation


 


An Eligible Employee
shall become a Participant in the Plan by the completion and timely filing with
and subsequent acceptance by the Committee of the Deferral Election Form, in
such form and according to the terms and conditions established by the
Committee.  A Participant (or any
Designated Beneficiary who becomes entitled to a benefit under the Plan)
remains a Participant as to his Account until his Account Balance is fully
distributed under the terms of the Plan.


 


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 annually to have his Compensation earned during the Plan
Year reduced by a whole percentage that is not less than five percent (5%)
($2,000 minimum), and up to one hundred percent (100%), by timely filing, and
the acceptance by the Committee of, his Deferral Election Form detailing
such deferral.  The amount of this
Participant Deferral shall be deferred into the Plan and credited to the
Participant’s Account as provided in Article V.


 


C.                                     An
election to defer Performance-Based Compensation may be made at such time and
in such manner as the Committee may specify, but in any event not later than
six months before the end of the period of service for which it is earned.


 


D.                                    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.


 


8

















 


4.2                               Irrevocability,
New Participants


 


Any Election Form delivered
by a Participant shall be irrevocable with respect to any Compensation or
Performance Based Compensation covered by the elections set forth therein after
the last date for making an effective election for such Compensation or
Performance Based Compensation in accordance with Code section 409A, or after
any earlier date prescribed by the Committee. 
The Committee, however, may reduce or eliminate Participant Deferrals
upon granting a Participant’s request for a distribution based upon an
Unforeseeable Emergency.


 


The initial Deferral
Election Form of a new Participant shall be filed with the Company on a
date established by the Committee, but in any event not later than 30 days
following the date the Participant becomes eligible to participate in the Plan
and shall be effective only with respect to compensation for services to be
performed subsequent to the initial election through the end of that calendar
year.  Such first Deferral Election Form shall
be applicable to a Participant’s Compensation beginning with the first payroll
in the month after such Form is filed and accepted by the Company.


 


4.3                               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, for Participant Deferrals.  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 greater of 50% of the Participant’s deferral or $50,000 per Participant per
year. 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, Designated
Beneficiary, or other person claiming through them under this Plan, has a
beneficial interest in any asset of the Company.


 


9
















 


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.


 


B.            Company Stock Deemed Crediting. 
One of the Deemed Crediting Options shall be Company Stock.  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


 


10

















 


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’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. 
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 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.


 


11

















 


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, as well as Deemed Earnings upon Matching
Contributions which are credited to his Matching Contribution Account, on the
fourth anniversary of the date of the Matching Contribution.


 


Notwithstanding the
above, a Participant shall become fully vested in his Matching Contribution
Account upon Death, Disability, Change of Control or Retirement.  Upon other Separation from Service, a
Participant shall be entitled to the vested portion of his Matching
Contribution Account, and any non-vested portion shall be forfeited.


 


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 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 


 


12

















 


annual Deferral Election
Form, and/or as may be mandated by the provisions of this Article VII
based upon the following distribution options:


 


A.            Retirement Distribution. 
If a Participant elects in his annual Deferral Election Form, he can
receive upon his Retirement from the Company 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
Retirement 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 distributed to him as set forth in Section 7.3 C upon
the occurrence of a Change of Control.


 


13

















 


D.            Distribution Upon Participant’s
Death.  If a Participant dies while employed by the
Company, 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 his date of
death and shall be distributed in lump sum or installments, as designated in
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 lump
sum or installments, as designated in his Deferral Election Form, within (or
commencing within, as applicable) sixty (60) days of such Disability
determination; provided, however, that this sentence shall not apply if
distribution of such portion of the Participant’s Account has commenced prior
to such determination.


 


F.             Other Circumstances. 
If a Participant incurs a Separation from Service due to a cause other
than identified above, his vested Account shall be valued as of the Valuation
Date next following such Separation from Service and shall be distributed in
lump sum to him within sixty (60) days after such Separation from Service,
regardless of any elections the Participant has made with respect to
distribution of his Account.  If a Participant
experiences a Separation from Service or Retirement 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 or Retirement.  Notwithstanding the foregoing, the Account of
a Key Employee distributed under this Section 7.2.E shall be distributed
on the first business day following the six-month anniversary of his or her
Separation from Service or Retirement.


 


7.3          Timing and Method of Payment Not Specified in Section 7.2


 


A.            Retirement Distribution. 
At the election of a Participant in the applicable Deferral Election
Form, a Participant may receive a Retirement distribution 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


 


14

















 


been fully distributed;
provided, however, the lump sum payment or initial installment payable to a
Participant who is a Key Employee shall be paid on the earlier of the
commencement date described above in this Section or the first business
day following the six-month anniversary of his Retirement.


 


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 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 a 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) applicable to 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.


 


15

















 


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 an Specific Date distribution or a Retirement
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 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 a Specific 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 Sections 7.2 and 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 


 


16

















 


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 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


 


17

















 


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 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


 


18

















 


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
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.


 


19
















 


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.


 


8.7          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 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 tinder 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.


 


20

















 


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.


 


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 effect 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


 


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(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


 


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


 


10.3        Not an Employment Contract


 


The Plan is not and shall
not be deemed to constitute a contract between the Company and any Employee, or
to be a consideration for, or an inducement to, or a condition of, the
employment of any Employee.  Nothing
contained in the Plan shall give or be deemed to give an Employee the right to
remain in the employment of the Company or to interfere with the right to be
retained in the employ of the Company, any legal or equitable right against the
Company, or to interfere with the right of the Company to discharge any
Employee at any time.  It is expressly
understood by the parties hereto that this Plan relates to the payment of
deferred compensation for the Employee’s services, generally payable after
separation from employment with the Company, and is not intended to be an
employment contract.


 


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.


 


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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.


 


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


 


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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.


 


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


 


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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;


 


(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, 2009.


 


 


CARDINAL FINANCIAL
CORPORATION


 


 


	
  By:

  	
  /s/ Mark A. Wendel

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  EVP and CFO

  	
   

  



 


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