**Exhibit 10.6**

**EMPLOYMENTAGREEMENT**

THIS EMPLOYMENT AGREEMENT(the “Employment Agreement” or the “Agreement”) is made and entered into as ofthe 8th day of June, 2005 by and between **CARDINALFINANCIAL CORPORATION**, a Virginia corporation, hereinafter called the“Corporation” or “Cardinal”, and **JOHN W. FISHER**,hereinafter called the “Employee”, and provides as follows:

***RECITALS***

**WHEREAS,**the Corporation desires to retain the services ofEmployee on the terms and conditions set forth herein and, for purpose of effectingthe same, the Board of Directors of the Corporation (the “Board of Directors”)has approved this Employment Agreement and authorized its execution anddelivery on the Corporation’s behalf to the Employee; and

**WHEREAS,**theEmployee is presently the duly elected President and Chief Executive Officer ofthe Corporation and, as such, is a key Employee officer of the Corporationwhose continued dedication, availability, advice and counsel to the Corporationis deemed important to the Board of Directors, the Corporation and itsstockholders; and

**WHEREAS,**the services of the Employee, his experience and knowledge of the affairs ofthe Corporation, and his reputation and contacts in the industry are valuableto the Corporation; and

**WHEREAS,**the Corporation wishes to attract and retain such well-qualified Employees andit is in the best interests of the Corporation and of the Employee to securethe continued services of the Employee; and

**WHEREAS,**The Employee owns 90% of the Corporation’s issued and outstanding common stock;and

**WHEREAS,**contemporaneously with the execution of this Employment Agreement theCorporation is entering into an Amended and Restated Agreement and Plan ofShare Exchange, dated May 26, 2005, (the “Share Exchange Agreement”) withCardinal Financial Corporation, a Virginia corporation (“Cardinal”) pursuant towhich the Corporation will become a wholly-owned subsidiary of Cardinal (the “ShareExchange”); and

**WHEREAS,**if the Share Exchange is consummated, Employee, in his capacity as a shareholderof the Corporation, shall receive consideration with a value of $5,940,000.00;and

**WHEREAS,****  **the Corporation and Employee understand andacknowledge that the execution of this Agreement is a material inducement forCardinal to enter into the Share Exchange Agreement;

**NOW, THEREFORE,**to assure the Corporation of the Employee’s continued dedication, theavailability of his advice and counsel to the Board of Directors, and to inducethe Employee to remain and continue in the employ of the Corporation and forother good and valuable consideration, the receipt and adequacy whereof eachparty hereby acknowledges, the Corporation and the Employee hereby agree asfollows:

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***TERMS OFAGREEMENT***

Section 1.*Employment*. (a)  TheCorporation and Employee agree that Employee shall be employed to perform suchservices for the Corporation as may be assigned to Employee by the Corporationfrom time to time upon the terms and conditions herein provided. Employee’sservices shall be rendered in an executive capacity and shall be of a type forwhich Employee is suited by background and training; provided that Employeeshall serve as the President and Chief Executive Officer of Wilson/BennettCapital Management, Inc., a wholly-owned subsidiary of the Corporation.

(b)   References inthis Agreement to services rendered for the Corporation and compensation andbenefits payable or provided by the Corporation shall include services renderedfor and compensation and benefits payable or provided by any Affiliate. Referencesin this Agreement to the “Corporation” also shall mean and refer to eachAffiliate for which Employee performs services. References in this Agreement to“Affiliate” shall mean any business entity that, directly or indirectly,through one or more intermediaries, is controlled by the Corporation.

(c)    Employeeacknowledges that he is entering into this Agreement on his own free will andthat he has had the benefit of the advice of, and is relying solely upon,independent counsel of his own choice.

Section 2. *Term*.   Theterm of this Agreement shall commence on the date hereof and continue until April 30,2008 (the “Employment Period”) unless sooner terminated under the terms of thisAgreement. Beginning on April 30, 2008 and each April 30 thereafter,the Employment Period and this Agreement and all its terms and provisions shallbe automatically extended for one additional year, unless prior notice ofnon-renewal is provided by the Corporation or Employee or employment under thisAgreement is otherwise terminated in accordance with the provisions of Section 9.

Section 3. *Exclusive Service*.   Employeeshall devote his best efforts and full time to rendering services on behalf ofthe Corporation in furtherance of its best interests. Employee shall complywith all policies, standards and regulations of the Corporation now orhereafter promulgated, and shall perform his duties under this Agreement to thebest of his abilities and in accordance with standards of conduct appropriatefor the chief executive officer of a registered investment adviser.

Section 4. *Cash Compensation*.   (a)  Ascompensation while employed hereunder, Employee shall receive a salary at therate of  $200,000 per year, payable twicemonthly.

(b)   For eachcalendar year, or part thereof, Employee shall be entitled to a bonus equal to10% of the net income of Wilson/Bennett Capital Management, Inc. if suchnet income does not exceed $1,000,000. If such net income exceeds $1,000,000,Employee’s bonus shall be $100,000, plus 20% of the amount by which net incomeexceeds $1,000,000.

For 2005 the bonus formula will be annualized. Forexample, if the Effective Date is July 1, 2005, the bonus will be 10% ofthe net income of the Corporation for the period from July 1, 2005 to December 31,2005 if such net income doe not exceed $500,000. If such net income exceeds$500,000, the bonus shall be $50,000, plus 20% of the amount by which netincome exceeds $500,000.

If this Agreement terminates during a year for anyreason other than Cause or resignation without Good Reason, the bonus for theyear will be annualized. For example, if this Agreement terminates on July 1of a year, the bonus will be 10% of the net income of the Corporation for theperiod from January 1, through June 30 if such net income does notexceed $500,000. If such net income exceeds $500,000, the bonus shall be$50,000, plus 20% of the amount by which net income exceeds $500,000.

In 2005 annualization shall be based on the ratio ofthe number of days from the Effective Date to the end of the year to the numberof days in the year. In the year Employee’s employment terminates, 

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annualization shall bebased on the ratio of the number of days in the year before the Date ofTermination to the number of days in the year.

For purposes ofthis Section 4(b), net income shall be computed according to generallyaccepted accounting principles, consistently applied, but without deduction forincome taxes, amortization of intangible assets or allocations of indirectoverhead. For purposes of the Agreement, “indirect overhead” will include expenses paid orincurred by Cardinal or its Affiliates that are allocated to the incomestatement of the Corporation by Cardinal and that did not cause Cardinal toincur any incremental cost. This includes, but is not limited to, advertisingcosts, insurance costs, and officers’ salaries that are allocated to theCorporation but which would have been incurred irrespective of whether Cardinalowned the Corporation. However, if a Cardinal expense is greater inamount due to its ownership of the Corporation, then such incrementalcost may be deemed direct overhead for purposes of the Agreement.

(c)    TheCorporation shall withhold state and federal income taxes, social securitytaxes and such other payroll deductions as may from time to time be required bylaw or agreed upon in writing by Employee and the Corporation. The Corporationshall also withhold and remit to the proper party any amounts agreed to inwriting by the Corporation and the Employee for participation in any corporatesponsored benefit plans in which Employee is a participant and for which acontribution is required.

(d)   Except asotherwise expressly set forth hereunder, no compensation shall be paid pursuantto this Agreement in respect of any month or portion thereof subsequent to anytermination of Employee’s employment by the Corporation.

Section 5. *Corporate Benefit Plans*.   Employeeshall be entitled to participate in or become a participant in any employeebenefit plan maintained by the Corporation for which he is or will becomeeligible on such terms as the Board of Directors may, in its discretion,establish, modify or otherwise change. On and after the effective date of theShare Exchange, Employee shall be entitled to participate in the Cardinalplans, as set forth in Section 5.1 of the Share Exchange Agreement. Notwithstandingthe above, Employee will not be eligible to participate in the Cardinal BankDeferred Compensation Plan. However on or after the Effective Date, he will beeligible to participate in an executive deferred compensation plan that ismaterially equivalent to the George Mason Mortgage, LLC Executive DeferredCompensation Plan.

Section 6. *Expense Account*.   TheCorporation shall reimburse Employee for reasonable and customary businessexpenses incurred in the conduct of the Corporation’s business. Such expenseswill include business meals, out-of-town lodging and travel expenses. In noevent will there be reimbursement for items which are not reimbursable underCorporation policy. Employee agrees to timely submit records and receipts ofreimbursable items and agrees that the Corporation can adopt reasonable rules andpolicies regarding such reimbursement. The Corporation agrees to make promptpayment to the Employee following receipt and verification of such reports.

Section 7. *Personal and Sick Leave*.   Employeeshall be entitled to the same personal and sick leave as the Board of Directorsmay from time to time designate for all full-time employees of the Corporation.

Section 8. *Vacations*.   Employeeshall be entitled to four (4) weeks of vacation leave each year, whichshall be taken at such time or times as may be approved by the Corporation andduring which Employee’s compensation hereunder shall continue to be paid.

Section 9. *Termination*.   (a) Notwithstanding the termination of Employee’s employment pursuant to anyprovision of this Agreement, the parties shall be required to carry out anyprovisions of this Agreement which contemplate performance by them subsequentto such termination, including the Corporation’s obligations under Section 10and the Employee’s obligations under Section 11. In addition, notermination shall affect any liability or other obligation of either partywhich shall have accrued prior to such 

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termination,including, but not limited to, any liability, loss or damage on account ofbreach. No termination of employment shall terminate the obligation of theCorporation to make payments of any vested benefits provided hereunder or theobligations of the Employee under Sections 11 and 12.

(b)   ThisAgreement shall terminate upon death of the Employee. The Corporation mayterminate Employee’s employment under this Agreement, after having establishedthe Employee’s disability by giving to the Employee written notice of itsintention to terminate his employment for disability, and his employment withthe Corporation shall terminate effective on the 90th day after receipt of suchnotice (the “Disability Effective Date”) if within 90 days after such receiptthe Employee shall fail to return to the full-time performance of the essentialfunctions of his position (and if the Employee’s disability has beenestablished pursuant to the definition of “disability” set forth below). Forpurposes of this Agreement, “disability” means either (i) disability whichafter the expiration of more than 13 consecutive weeks after its commencementis determined to be total and permanent by a physician selected and paid for bythe Corporation or its insurers, and acceptable to the Employee or his legalrepresentative, which consent shall not be unreasonably withheld, or (ii) disabilityas defined in the policy of disability insurance maintained by the Corporationfor the benefit of the Employee, whichever shall be more favorable to theEmployee. Notwithstanding any other provision of this Agreement, theCorporation shall comply with all requirements of the Americans withDisabilities Act, 42 U.S.C. § 12101 *et.**seq*.

(c)    TheCorporation may terminate the Employee’s employment, in its sole discretion atany time during the Employment Period, with or without “Cause.”

(d)   TheEmployee’s employment may be terminated by the Employee, in the Employee’s solediscretion at any time during the Employment Period, with or without “GoodReason.”

(e)    Forpurposes of this Agreement,

(i)    “Cause”shall mean the Employee’s:

(A)  continuedwillful failure, without Cure (as defined below), to perform substantially theEmployee’s duties with the Corporation (other than any such failure resultingfrom incapacity due to physical or mental illness);

(B)  acts orconduct involving embezzlement, theft, larceny, fraud, or any other materialacts of dishonesty by the Employee in the performance of the Employee’s duties;

(C)  convictionof, or entrance of a plea of guilty or nolo contendere to, a felony or anycrime by the Employee involving moral turpitude which crime of moral turpitudeis demonstrably injurious to the Corporation or client relationships;

(D)  acts orconduct which result in the Employee becoming subject to an order of agovernmental agency or other regulatory body which prevents or materiallyrestricts the Employee in performing the Employee’s duties hereunder;

(E)  reporting towork under the influence of alcohol, narcotics or unlawful controlledsubstances, or any other material violation, without Cure (to the extent suchother material violation is capable of Cure), of any Corporation employmentpolicy or procedure or any other material violation of the Corporation’semployment policy or procedure which has the potential to subject theCorporation to legal liability;

(F)   conductthat is demonstrably and materially injurious to the Corporation without Cure(to the extent such conduct is capable of Cure); or

(G)  breach ofany of the provisions of Section 11 of this Agreement.

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(ii)   “Cure”shall mean, following the giving of notice of Cause or Good Reason, theEmployee or the Corporation, as the case may be, shall have cured the Cause orGood Reason within thirty (30) days of such notice having been given.

(iii)  “GoodReason” shall mean a termination by Employee resulting from a material breachby the Corporation of a material obligation of the Corporation under thisAgreement without Cure. A breach described in this clause shall include, butnot be limited to:

(A)  adetrimental alteration or failure to comply with the terms of the Employee’semployment as they relate to the Employee’s position, responsibilities,reporting and duties, or the compensation and benefit arrangements applicableto the Employee;

(B)  the failureof the Corporation to obtain an agreement reasonably satisfactory to theEmployee from any successor of the Corporation to assume and agree to performthis Agreement, as contemplated in Section 13(b) hereof; or

(C)  anytermination of the Employee’s employment which is not effected pursuant to theterms of this Agreement.

(f)    Anytermination by the Corporation with or without Cause, or by the Employee withor without Good Reason, shall be communicated by Notice of Termination to theother party hereto in accordance with this Section and Section 16 ofthis Agreement. For purposes of this Agreement, a “Notice of Termination” meansa written notice which (i) indicates the specific termination provision inthis Agreement relied upon, and (ii) to the extent applicable, sets forthin reasonable detail the facts and circumstances claimed to provide a basis fortermination of the Employee’s employment under the provision so indicated. Thefailure by the Employee or the Corporation to set forth in the Notice ofTermination any fact or circumstance which contributes to a showing of Good Reasonor Cause shall not waive any right of the Employee or the Corporation hereunderor preclude the Employee or the Corporation from asserting such fact orcircumstance in enforcing the Employee’s or the Corporation’s rights hereunder.

(g)    “Date ofTermination” means if the Employee’s employment is terminated (i) by theCorporation for Cause or by the Employee for Good Reason, the date that is oneday after the last day of the cure period, if any, (ii) by the Corporationother than for Cause or Disability, or by the Employee without Good Reason, thedate that is 30 days after the date on which the Corporation or the Employeenotifies the Employee or the Corporation, as applicable, of such termination,and (iii) by reason of death or disability, the date of death of theEmployee or the Disability Effective Date, as the case may be.

Section 10.   *Obligations of the Corporation upon Termination*.

(a)    If, duringthe Employment Period, the Corporation shall terminate the Employee’semployment other than for Cause, death or disability or the Employee shallterminate employment for Good Reason, then the Corporation shall pay to theEmployee each month for 12 months one-twelfth of the Employee’s annual salary,and the amounts set forth below:

(i)    To theextent not theretofore paid, the Employee’s accrued salary through the Date ofTermination, any bonus for a prior year that remains unpaid; and

(ii)   TheEmployee’s bonus for the year in which his employment terminates calculatedaccording to Section 4(b).

(b)   If, duringthe Employment Period, the Corporation shall terminate the Employee’semployment for Cause or the Employee shall terminate his employment withoutGood Reason, then the Corporation shall have no further obligation to theEmployee; provided the Corporation shall pay 

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to the Employee, to theextent not theretofore paid, the Employee’s accrued salary through the Date ofTermination and any bonus for the prior year that remains unpaid; and, providedfurther, in order that Section 11(c) shall apply for twelve (12) monthsfollowing a termination of employment for cause or a resignation by Employeewithout Good Reason, the Corporation may, at its option, pay to the Employeethe same amounts at the same times as set forth in Section 10(a).

(c)    If, duringthe Employment Period, the Employee is terminated due to disability, as definedin Section 9(b) hereof, then the Corporation shall pay to theEmployee in a lump sum in cash within 30 days after the Date of Termination tothe extent not theretofore paid, the Employee’s accrued salary through the Dateof Termination and any bonus for a prior year that remains unpaid.

(d)   If, duringthe Employment Period, the Employee shall die, then the Corporation shall payto the Employee’s personal representative in a lump sum in cash within 30 daysafter the Date of Termination to the extent not theretofore paid, the Employee’saccrued salary through the Date of Termination and any bonus for a prior yearthat remains unpaid.

(e)    Notwithstandinganything in this Agreement to the contrary, if Employee breaches Section 11,Employee will not thereafter be entitled to receive any further compensation orbenefits pursuant to this Section 10. Allpayments to Employee pursuant to Sections 10(a)(ii) and 10(b)(ii) shallbe solely in exchange for Employee’s covenants and agreements set forth in Section 11and shall not be deemed to be severance payments.

(f)(1)    IfEmployee resigns for any reason within three months after a Change of Controlshall have occurred, or within three months of the date that Bernard H.Clineburg ceases to serve as the Corporation’s chief executive officer, then onor before Employee’s last day of employment with the Corporation, theCorporation shall pay to Employee as compensation for services rendered to theCorporation a cash amount (subject to any applicable payroll or other taxesrequired to be withheld) equal to one hundred fifty percent (150%) of the sumof the payments received by him under Sections 4(a) and 4(b) in the12 months that precede the Date of Termination. The cash amount required to bepaid hereby shall be paid by the Corporation in equal monthly installments overthe eighteen (18) months succeeding the date of termination, payable on thefirst day of each such month. Payment under this Section 8(f)(1) shallbe in lieu of any amount that is or might be due under Section 10(a).

(2)   Forpurposes of this Agreement, a Change of Control occurs if, after the date ofthis Agreement, (i) any person, including a “group” as defined in Section 13(d)(3) ofthe Securities Exchange Act of 1934, becomes the owner or beneficial owner ofCorporation or Cardinal securities having 50% or more of the combined votingpower of the then outstanding Corporation or Cardinal securities that may becast for the election of the Corporation’s or Cardinal’s directors other thanas a result of an issuance of securities initiated by the Corporation’s orCardinal’s directors, or open market purchases approved by the Board ofDirectors, as long as the majority of the Board of Directors approving thepurchases is a majority at the time the purchases are made; or (ii) as thedirect or indirect result of, or in connection with, a tender or exchangeoffer, a share exchange or other business combination, a sale of assets, acontested election of directors, or any combination of these events, thepersons who were directors of the Corporation or Cardinal  before such events cease to constitute amajority of the Corporation’s or Cardinal’s Board, or any successor’s board,within two years of the last of such transactions. For purposes of thisAgreement, a Change of Control occurs on the date on which an event describedin (i) or (ii) occurs. If a Change of Control occurs on account of aseries of transactions or events, the Change of Control occurs on the date ofthe last of such transactions or events.

(3)   It is theintention of the parties that no payment be made or benefit provided toEmployee pursuant to this Agreement that would constitute an “excess parachutepayment” within the meaning of Section 280G of the Code and anyregulations thereunder, thereby resulting in a loss of an income 

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tax deduction by theCorporation or the imposition of an excise tax on Employee under Section 4999of the Code. If the independent accountants serving as auditors of theCorporation on the date of a Change of Control (or any other accounting firmdesignated by the Corporation) determine that some or all of the payments orbenefits scheduled under this Agreement, as well as any other payments orbenefits on a Change of Control, would be nondeductible by the Company under Section 280Gof the Code, then the payments scheduled under this Agreement will be reducedto one dollar less than the maximum amount which may be paid without causingany such payment or benefit to be nondeductible. The determination made as tothe reduction of benefits or payments required hereunder by the independentaccountants shall be binding on the parties. Employee shall have the right todesignate within a reasonable period, which payments or benefits will bereduced; provided, however that if no direction is received from Employee, theCorporation shall implement the reductions in its discretion.

Section 11.   *Confidentiality/Nondisclosure/Noncompetition/Nonsolicitation*.(a)(i)  The Employee acknowledges:

(A)  TheCorporation’s business has been built over a period of  eleven (11) years through the efforts ofEmployee; and

(B)   That all orsubstantially all relationships with the Corporation’s customers are personalto Employee; and

(C)   That it ishis intent, if the Share Exchange is consummated, that the Corporation’sgoodwill, including the value of the long term relationships he has developedwith the Corporation’s customers, shall, indirectly through its ownership ofthe Corporation, become the property of Cardinal.

(ii)   Byentering into this Agreement, the Employee intends:

(A)  To inducethe Corporation and Cardinal to enter into the Share Exchange Agreement; and

(B)   To induceCardinal to consummate the Share Exchange.

(b)   Employeecovenants and agrees that any and all information concerning the customers,businesses and services of the Corporation of which he has knowledge or accessas a result of his association with the Corporation in any capacity shall bedeemed confidential in nature and shall not, without the prior written consentof the Corporation, be directly or indirectly used, disseminated, disclosed orpublished by Employee to third parties other than in connection with the usualconduct of the business of the Corporation. Such information shall expresslyinclude, but shall not be limited to, information concerning the Corporation’sasset management methods, other trade secrets, business operations, businessrecords, customer lists or other customer information. Upon termination ofemployment the Employee shall deliver to the Corporation all originals andcopies of documents, forms, records or other information, in whatever form itmay exist, concerning the Corporation or its business, customers, products orservices. In construing this provision it is agreed that it shall beinterpreted broadly so as to provide the Corporation with the maximumprotection. This Section 11(b) shall not be applicable to anyinformation which, through no misconduct or negligence of Employee, isdisclosed to the public by anyone other than Employee or that Employee, afternotifying the Corporation, is compelled to disclose by legal process.

(c)   During theterm of this Agreement and throughout any further period that he is an officeror employee of the Corporation, and for a period of eighteen (18) months fromand after the date that Employee is (for any reason) no longer employed by theCorporation or 

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for a period of eighteen(18) months from the date of entry by a court of competent jurisdiction of afinal judgment enforcing this covenant in the event of a breach of Employee,whichever is later, Employee covenants and agrees that he will not, directly orindirectly, either for himself or as a principal, agent, employee, employer,stockholder, co-partner or in any other individual or representative capacitywhatsoever provide Competitive Services (as defined in Section 11(e)) inany state in which Employee has been licensed or registered as an investmentadviser representative or agent of the Corporation at any time within nine (9) monthsof the date Employee ceases to be employed by the Corporation. Notwithstandingthe foregoing, this Section 11(c) shall not apply during any periodafter a termination of Employee’s employment in which or for which he is notreceiving compensation under Section 10.

This Section 11(c) shallnot preclude Employee from merely becoming the holder of any publicly tradedstock, provided Employee does not acquire a stock interest in excess of 5%.

(d)   Whileemployed by the Corporation and for eighteen (18) months after the Employee’stermination of employment with the Corporation for any reason, the Employeewill not, directly or indirectly, on behalf of the Employee or any other personor entity, solicit or induce, or attempt to solicit or induce, any personemployed by the Corporation during the two-year period immediately prior to theEmployee’s termination, to terminate his or her relationship with theCorporation and/or to enter into an employment or agency relationship with theEmployee or with any other person or entity with whom the Employee isaffiliated.

(e)   Whileemployed by the Corporation and for eighteen (18) months after the Employee’stermination of employment with the Corporation for any reason, the Employeewill not, except to the extent necessary to carry out his duties as an employeeof the Corporation, directly or indirectly provide Competitive Services (asdefined below) to any Customer (as defined below), directly or indirectly, onbehalf of the Employee or any other person or entity, or solicit or divert awayor attempt to solicit or divert away any Customer of the Corporation for thepurpose of selling or providing Competitive Services, provided the Corporationis then still engaged in the sale or provision of Competitive Services.

(f)(1)  Forpurposes of this Agreement, the term “Customer” means any individual or entityto whom or to which the Corporation provided Competitive Services within twoyears of Employee’s Date of Termination (or, within one year of the Date ofTermination, the Corporation had identified as a prospect for the provision ofCompetitive Services, and with whom or with which the Employee had, alone or inconjunction with others, material contact) during the year immediately prior tothe Date of Termination.

(2)   Forpurposes of this Agreement, the Employee shall have had material contact with aperson or entity if (i) the Employee had direct business dealings with theperson or entity on behalf of the Corporation; (ii) the Employee wasresponsible for supervising or coordinating the business dealings between theperson or entity and the Corporation; (iii) the Employee was responsiblefor supervising or coordinating the identification of such person or entity asa prospective Customer of the Corporation; or (iv) the Employee obtainedtrade secrets or confidential information about the person or entity as adirect result of the Employee’s business involvement with the person or entityon behalf of the Corporation.

(3)   Forpurposes of this Agreement, “Competitive Services” shall mean acting as aninvestment adviser, investment adviser agent or representative, trust officeror employee or in any other capacity advising others, directly or indirectly,for compensation, as to the value of securities or as to the advisability ofinvesting in, purchasing or selling securities. 

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Notwithstanding theforegoing, the word “securities” as used in this Section 11(f)(3) shallnot include equity securities that are not registered under the SecuritiesExchange Act of 1934, unless on or within nine (9) months prior to theDate of Termination, the Corporation has advised others, directly orindirectly, for compensation, as to the value of such securities or as to theadvisability of investing in, purchasing or selling such securities as part ofa portfolio of investments.

(g)   TheEmployee agrees that the covenants in this Section 11 are reasonablynecessary to protect the legitimate interests of the Corporation, arereasonable with respect to time and territory and do not interfere with theinterests of the public. The Employee further agrees that the descriptions ofthe covenants contained in this Section 11 are sufficiently accurate anddefinite to inform the Employee of the scope of the covenants. Finally, theEmployee agrees that the consideration set forth in the Share ExchangeAgreement and in this Agreement is full, fair and adequate to support theEmployee’s obligations hereunder and the Corporation’s rights hereunder beforeand after the effective date of the Share Exchange. The Employee acknowledgesthat in the event the Employee’s employment with the Corporation is terminatedfor any reason, the Employee will be able to earn a livelihood withoutviolating such covenants.

(h)   The partieshave attempted to limit the Employee’s right to compete only to the extentnecessary to protect the Corporation from unfair competition. The partiesrecognize, however, that reasonable people may differ in making such adetermination. Accordingly, the parties intend that the covenants contained inthis Section 11****and thesubparts thereof****to be completely severable andindependent, and any invalidity or unenforceability of any one or more suchcovenants will not render invalid or unenforceable any one or more of the othercovenants. The parties further agree that, if the scope or enforceability of acovenant contained in this Section 11 or a subpart thereof is in any waydisputed at any time, a court or other trier of fact may modify and reform suchprovision to substitute such other terms as are reasonable to protect theCorporation’s legitimate business interests.

(i)    In theevent Employee shall desire to engage in any activity which Employee believescould breach the covenants in this Section 11, Employee may give notice ofsuch desired activity to the Corporation, and the Corporation shall adviseEmployee in writing, within thirty (30) days following receipt of such notice,of its determination as to whether the proposed activity is permissiblehereunder, or whether the Corporation is willing to permit such activity evenif the Corporation believes such activity is not permissible hereunder.

(j)    Theparties intend that the covenants and restrictions in this Section 11 beenforceable against Employee regardless of the reason that his employment bythe Corporation may terminate and that such covenants and restrictions shall beenforceable against Employee even if this Agreement expires after a notice ofnon-renewal given by Employee or the Corporation under Section 2.

Section 12.   *Injunctive Relief, Damages, Etc*. The Employee agrees that,given the nature of the positions held by Employee with the Corporation, eachand every one of the covenants and restrictions set forth in Section 11above are reasonable in scope, length of time and geographic area and arenecessary for the protection of the significant investment of the Corporationin developing, maintaining and expanding its business. Accordingly, the partieshereto agree that in the event of any breach by Employee of any of theprovisions of Section 11 that monetary damages alone will not adequatelycompensate the Corporation for its losses and, therefore, that it shall beentitled to any and all legal or equitable relief available to it, specificallyincluding, but not limited to, injunctive relief, and the Employee shall beliable for all damages, including actual and consequential damages, costs andexpenses, including legal costs and actual attorneys’ 

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fees, incurred by theCorporation as a result of taking action to enforce, or recover for any breachof, Section 11, or incidental to a declaratory judgment action filed byEmployee in which the Company is the prevailing party. The covenants containedin Section 11 shall be construed and interpreted in any judicialproceeding to permit their enforcement to the maximum extent permitted by law.

Section 13.   *Binding Effect/Successors*.   (a) This Employment Agreement shall be binding upon and inure to the benefit of theCorporation and Employee and their respective heirs, legal representatives,executors, administrators, successors and assigns. Neither this Agreement, norany of the rights hereunder, shall be assignable by the Employee or anybeneficiary or beneficiaries designated by the Employee.

(b)   TheCorporation will require any successor (whether direct or indirect, bypurchase, Share Exchange, consolidation or otherwise) to all or substantiallyall of the business and/or assets of the Corporation, or either one of them, byagreement in form and substance satisfactory to the Employee, to expresslyassume and agree to perform this Agreement in its entirety. Failure of theCorporation to obtain such agreement prior to the effectiveness of any suchsuccession shall be a breach of this Agreement and shall entitle the Employeeto the compensation described in Section 10(a).

Section 14.   *Governing Law*.   This EmploymentAgreement shall be subject to and construed in accordance with the laws ofVirginia.

Section 15.   *Invalid Provisions*.The invalidity or unenforceability of any provision of this Agreementshall not affect the validity or enforceability of any other provision of thisAgreement, which shall remain in full force and effect. Any provision in thisAgreement which is prohibited or unenforceable in any jurisdiction shall, as tosuch jurisdiction, be valid and enforceable to the fullest extent permitted bylaw without invalidating or affecting the remaining provisions hereof, and anysuch prohibition or unenforceability in any jurisdiction shall not invalidateor render unenforceable such provision in any other jurisdiction.

Section 16.   *Notices*.   Any and allnotices, designations, consents, offers, acceptance or other communicationsprovided for herein shall be given in writing and shall be deemed properlydelivered if delivered in person or by registered or certified mail, returnreceipt requested, addressed in the case of the Corporation to its registeredoffice or in the case of Employee to his last known address.

Section 17.   *Litigation*.   If litigation shallbe brought to challenge, enforce or interpret any provision of this Agreement,and such litigation ends with judgment against a party, that party shallindemnify the other for one-half of its reasonable attorneys’ fees anddisbursements incurred in such litigation.

Section 18.   *Entire Agreement*.

(a)    ThisEmployment Agreement constitutes the entire agreement among the parties withrespect to the subject matter hereof and supersedes any and all otheragreements, either oral or in writing, among the parties hereto with respect tothe subject matter hereof.

(b)   ThisEmployment Agreement may be executed in one or more counterparts, each of whichshall be considered an original copy of this Agreement, but all of whichtogether shall evidence only one agreement.

Section 19.   *Amendment and Waiver*.   ThisEmployment Agreement may not be amended except in accordance with theShareholder Agreement  by an instrumentin writing signed by or on behalf of each of the parties hereto. No provisionof this Agreement may be waived, except in accordance with the ShareholderAgreement. Any such waiver shall be in writing, signed by the Employee and onbehalf of the Corporation by such officer as may be specifically designated bythe Board of Directors. No waiver by either party hereto at any time of anybreach by the other party hereto of, or compliance with, any 

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condition or provision ofthis Agreement to be performed by such other party shall be deemed a waiver ofany similar or dissimilar provision or conditions at the same or at any prioror subsequent time

Section 20.   *Captions*.   The captions usedin this Employment Agreement are intended for descriptive and referencepurposes only and are not intended to affect the meaning of any Section hereunder.

IN WITNESS WHEREOF, theCorporation has caused this Employment Agreement to be signed by its dulyauthorized officer and Employee has hereunto set his hand and seal on the dayand year first above written.

|         | CARDINAL  FINANCIAL CORPORATION  |
|---------|----------------------------------|
|    |                             |
|    | By:                              |   |
|    | Title: Executive  Vice President |
| ATTEST: |                             |
|    |                             |
|    |                             |
|    | EMPLOYEE                         |
|    |                             | (SEAL) |
|    | John W. Fisher                   |
|         |                                  |  |  |

 

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