Exhibit 10.2


Cardinal Financial
Corporation


Supplemental Executive
Retirement Plan


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


CARDINAL FINANCIAL CORPORATION


 


SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN


 


 


 


 


 


 


 


 


 


 


 


 


 


 


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TABLE OF
CONTENTS


(continued)


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  DEFINITIONS

  	
  2

  
	
  1.01

  	
  Affiliate

  	
  2

  
	
  1.02

  	
  Beneficiary

  	
  2

  
	
  1.03

  	
  Board

  	
  2

  
	
  1.04

  	
  Cause

  	
  2

  
	
  1.05

  	
  Code

  	
  2

  
	
  1.06

  	
  Committee

  	
  2

  
	
  1.07

  	
  Corporation

  	
  3

  
	
  1.08

  	
  Effective Date

  	
  3

  
	
  1.09

  	
  ERISA

  	
  3

  
	
  1.10

  	
  Participant

  	
  3

  
	
  1.11

  	
  Plan

  	
  3

  
	
  1.12

  	
  Retirement

  	
  3

  
	
  1.13

  	
  Retirement Benefit

  	
  3

  
	
  1.14

  	
  Separation From Service

  	
  3

  
	
  1.15

  	
  Year of Service

  	
  3

  
	
  ARTICLE II

  	
  ELIGIBILITY & PARTICIPATION

  	
  4

  
	
  ARTICLE III

  	
  BENEFITS

  	
  4

  
	
  3.01

  	
  Retirement Benefit

  	
  4

  
	
  3.02

  	
  Pre- Retirement Separation

  	
  4

  
	
  3.03

  	
  Death

  	
  5

  
	
  3.04

  	
  Termination For Cause

  	
  5

  
	
  3.05

  	
  No Duplication of Benefits

  	
  5

  
	
  ARTICLE IV

  	
  PLAN UNFUNDED

  	
  6

  
	
  ARTICLE V

  	
  NO GUARANTEE OF EMPLOYMENT

  	
  6

  
	
  ARTICLE VI

  	
  OTHER BENEFITS AND AGREEMENTS

  	
  6

  
	
  ARTICLE VII

  	
  RESTRICTIONS ON TRANSFER OF BENEFITS

  	
  7

  
	
  ARTICLE VIII

  	
  ADMINISTRATION OF THE PLAN

  	
  7

  
	
  8.01

  	
  The Committee

  	
  7

  



 


 


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  8.02

  	
  Indemnification of the Committee

  	
  7

  
	
  8.03

  	
  Powers of the Committee

  	
  7

  
	
  8.04

  	
  Information

  	
  8

  
	
  ARTICLE IX

  	
  CLAIMS PROCEDURE

  	
  8

  
	
  ARTICLE X

  	
  MISCELLANEOUS

  	
  8

  
	
  10.01

  	
  Binding Nature

  	
  8

  
	
  10.02

  	
  Governing Law

  	
  8

  
	
  10.03

  	
  Construction

  	
  8

  
	
  10.04

  	
  Fiduciary Discretion

  	
  8

  
	
  ARTICLE XI

  	
  ADOPTION

  	
  9

  



 


 


 


 


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Cardinal Financial
Corporation


Supplemental Executive
Retirement Plan


 


 


INTRODUCTION


                The Board of
Directors of Cardinal Financial Corporation (the “Board”) adopted the
Supplemental Executive Retirement Plan for the purpose of supplementing the
retirement benefits payable under the Corporation’s tax-qualified plans for
certain key employees of the Corporation.


 


The Plan is intended to be unfunded and maintained
primarily for the purpose of providing deferred compensation for a “select
group of management or highly compensated employees” (as such phrase is used in
the Employee Retirement Income Security Act of 1974).  The Plan must be administered and construed
in a manner that is consistent with that intent.


 


The Plan is intended to satisfy the requirements of
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and
applicable Treasury Regulations issued thereunder.  Each provision and term of the Plan should be
interpreted accordingly, but if any provision or term would be prohibited by or
inconsistent with Code Section 409A, then such provision or term should be
deemed to be reformed to comply with Code Section 409A.


 


 


 


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ARTICLE I

DEFINITIONS


The following phrases or terms have the indicated
meanings:


 


1.01        Affiliate


Affiliate means each trade or business (whether or not incorporated)
which together with the Corporation is treated as a controlled group of
corporations.


1.02        Beneficiary  


                Beneficiary means the person,
persons, entity, entities or the estate of the Participant entitled to receive
benefits under the Plan in accordance with a properly completed beneficiary
designation form.  If the Participant
fails to complete a beneficiary designation form, or the form is incomplete,
Beneficiary means the Participant’s estate. 
The Participant may amend or change his Beneficiary designation in
accordance with procedures established by the Committee.


1.03        Board


                Board means the Board of
Directors of Cardinal Financial Corporation.


1.04        Cause


Cause shall mean:


a)             Willful
malfeasance by the Employee in connection with the performance of his duties
for the Corporation that could, in good faith judgment of the Corporation, (A)
subject the Corporation to criminal penalties or (B) result in the incarceration
of any officer, director or employee of the Corporation


b)             The Participant’s
conviction of felony or other crime which, in the good faith judgment of the
Corporation, could have a material adverse effect on the business of the
Corporation.


c)              The
misappropriation by the Participant of Corporate funds for personal use, or


d)             The continued
failure or refusal by the Participant to perform his duties after reasonable
prior notice from the Corporation to the Participant.


1.05        Code


                Code means the Internal Revenue
Code of 1986, as amended.


1.06        Committee


                Committee means the Compensation
Committee of the Board.


 


 


 


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1.07        Corporation


                Corporation means Cardinal
Financial Corporation.


1.08        Effective Date


                The Effective Date of this Plan
is June 5, 2007.


1.09        ERISA


                ERISA means the Employee
Retirement Income Security Act of 1974, as amended.


1.10        Participant


                Participant means Kendal E.
Carson, the Corporation’s President.


1.11        Plan


                Plan means the Cardinal
Financial Corporation Supplemental Executive Retirement Plan.


1.12        Retirement


Retirement means the
Participant’s Separation from Service from the Corporation and its Affiliates
at age 65.


1.13        Retirement Benefit


Retirement Benefit means the
monthly benefit payable to the Participant upon his Retirement in accordance
with Section 3.01 below.


1.14        Separation From
Service


Separation From Service (and
variations thereof) means any termination of the Participant’s employment or
expiration of a services contract between the Participant and the Corporation
or its Affiliates that constitutes a “separation from service” within the
meaning of Code Section 409A and applicable Treasury Regulations
thereunder.  The Participant shall not be
deemed to have Separated from Service during an authorized leave of absence (i)
that does not extend beyond six months or (ii) following which the Participant
has a contractual or statutory right to resume employment.


1.15        Year of Service


Year of Service means a twelve-consecutive month period of employment
with the Corporation or an Affiliate commencing on March 6, 2006, and each
anniversary thereof.  No partial Years of
Service shall be credited under the Plan. 
Any service with the Company or its Affiliates prior to March 6, 2006 is
not taken into account for purposes of the Plan.


 


 


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ARTICLE II

ELIGIBILITY & PARTICIPATION


                The Participant was designated by the Committee to
commence participation in the Plan as of June 5, 2007.  The Participant shall continue to participate
in the Plan until no longer entitled to any further benefits under the terms of
the Plan.


 


ARTICLE III 

BENEFITS


3.01        Retirement Benefit


                Upon Retirement at age 65, the
Participant shall be entitled to a monthly retirement benefit equal to $10,000
per month payable for 120 months (the “Retirement Benefit”).  Payment of the Retirement Benefit shall be
made to the Participant (or to the Participant’s Beneficiary, in the case of
his post-Retirement death) commencing on the date which is six months after the
date of the Participant’s Retirement at age 65 (or the date of his
post-Retirement death, if earlier).


3.02        Pre-Retirement
Separation Benefit


If the Participant has a
Separation from Service before reaching Retirement at age 65, then the
Participant (or the Participant’s Beneficiary, in the case of his
post-separation death) shall be entitled to a percentage of the Retirement
Benefit described in Section 3.01 based on his Years of Service after March 6,
2006, determined in accordance with the following schedule, commencing on the
date which is six months after the date of the Participant’s Retirement at age
65  (or on the date of his
post-separation death, if earlier).




	
  Post-03/06/06 Years of Service

  	
   

  	
  Percentage of Retirement
  Benefit

  
	
   

  	
   

  	
   

  
	
  1
  but less than 2

  	
   

  	
  10.00%

  
	
  2
  but less than 3

  	
   

  	
  20.00%

  
	
  3
  but less than 4

  	
   

  	
  30.00%

  
	
  4
  but less than 5

  	
   

  	
  40.00%

  
	
  5
  but less than 6

  	
   

  	
  50.00%

  
	
  6
  but less than 7

  	
   

  	
  60.00%

  
	
  7
  but less than 8

  	
   

  	
  70.00%

  
	
  8
  but less than 9

  	
   

  	
  80.00%

  
	
  9
  but less than 10

  	
   

  	
  90.00%

  
	
  10
  or more

  	
   

  	
  100%

  






 


 


 


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3.03        Death


(a)           If
the Participant Separates from Service with the Corporation and its Affiliates
as a result of his death, then his Beneficiary shall receive the unreduced Retirement
Benefit described in Section 3.01 commencing on the first day of the first
month following the month in which the Participant has died.


(b)           If
the Participant dies after payment of his Retirement Benefit has commenced,
then the Participant’s Beneficiary shall be entitled to any payments remaining
in the 120-month period.  Such benefits
shall be paid over the remaining months in the 120-month period.


3.04        Termination For
Cause


Notwithstanding anything in
this Article III to the contrary, if the Participant’s employment with the
Corporation and its Affiliates is terminated for Cause, he shall immediately
cease to be a Participant under the Plan and shall forfeit all rights and
benefits (vested or unvested) under the Plan.


3.05        No Duplication of
Benefits


Notwithstanding anything in
this Article III to the contrary, a Participant shall be entitled to commence
payment of the benefits described herein on no more than one of the events
described in Sections 3.01 through 3.04 above. 
Commencement of benefit payments under any one of Sections 3.01 through
3.04 precludes commencement of benefit payments under any other section of the
Plan.


 


 


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ARTICLE IV 

PLAN UNFUNDED


                The Corporation and any Affiliate participating in
the Plan have only a contractual obligation to pay the benefits described in
Article III.  All benefits are to be
satisfied solely out of the general corporate assets of the Corporation or the
appropriate Affiliate which shall remain subject to the claims of its
creditors.  No assets of the Corporation
or a participating Affiliate will be segregated or committed to the
satisfaction of its obligations to the Participant or any Beneficiary under
this Plan.  If the Corporation, in its
sole discretion, elects to purchase life insurance on the life of the
Participant in connection with the Plan, the Participant must submit to a
physical examination, if required by the insurer, and otherwise cooperate in
the issuance of such policy or his rights under the Plan will be forfeited


 


ARTICLE
V 

NO GUARANTEE OF EMPLOYMENT


The Plan does not in any way limit the right of the Corporation or an
Affiliate at any time and for any reason to terminate the Participant’s
employment.  In no event shall the Plan,
by its terms or by implication, constitute an employment contract of any nature
whatsoever between the Corporation or an Affiliate and the Participant.


 


ARTICLE
VI 

OTHER BENEFITS AND AGREEMENTS


                The benefits
provided for a Participant and his Beneficiary under the Plan are in addition
to any other benefits available to such Participant under any other plan or
program of the Corporation for its employees, and, except as may otherwise be
expressly provided for, the Plan shall supplement and shall not supersede,
modify or amend any other plan or program of the Corporation in which a
Participant is participating.


 


 


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ARTICLE VII

RESTRICTIONS ON TRANSFER OF BENEFITS


                No right or benefit under the Plan shall be subject
to anticipation, alienation, sale, assignment, pledge, encumbrance or charge,
and any attempt to do so shall be void. 
No right or benefit hereunder shall in any manner be liable for or
subject to the debts, contracts, liabilities, or torts of the person entitled
to such benefit.  If the Participant or
any Beneficiary under the Plan should become bankrupt or attempt to anticipate,
alienate, sell, assign, pledge, encumber or charge any right to a benefit
hereunder, then such right or benefit, in the discretion of the Committee,
shall cease and terminate, and, in such event, the committee may hold or apply
the same or any part thereof for the benefit of the Participant or such
Beneficiary, his or her spouse, children, or other dependents, or any of them,
in such manner and in such portion as the Committee may deem proper.


 


ARTICLE VIII 

ADMINISTRATION OF THE PLAN


8.01        The Committee  


                The Plan shall be administered
by the Committee.  Subject to the
provisions of the Plan, the Committee may adopt such rules and regulations as
may be necessary to carry out the purposes hereof.  The Committee’s interpretation and
construction of any provision of the Plan shall be final and conclusive.  The Committee in its sole discretion may
delegate ministerial duties with respect to the administration of the Plan to
employees of the Corporation or to third parties.


8.02        Indemnification of
the Committee


                The Corporation shall indemnify
and save harmless each member of the Committee against any and all expenses and
liabilities arising out of membership on the Committee related to any
shareholder or similar action involving the Plan, excepting only expenses and
liabilities arising out of a member’s own willful misconduct.  Expenses against which a member of the
Committee shall be indemnified hereunder shall include without limitation, the
amount of any settlement or judgment, costs, counsel fees, and related charges
reasonably incurred in connection with a claim asserted, or a proceeding
brought or settlement thereof.  The
foregoing right of indemnification shall be in addition to any other rights to
which any such member may be entitled.


8.03        Powers of the
Committee


                In addition to the powers
hereinabove specified, the Committee shall have the power to compute and
certify the amount and kind of benefits from time to time payable to
Participants and their Beneficiaries under the Plan, to authorize all
disbursements for such purposes, and to determine whether a Participant is
entitled to a benefit under Article III.


 


 


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8.04        Information


                To enable the Committee to
perform its functions, the Corporation shall supply full and timely information
to the Committee on all matters relating to the compensation of all
Participants, their retirement, death or other cause for termination of
employment, and such other pertinent facts as the Committee may require.


 


ARTICLE
IX 

CLAIMS PROCEDURE


All claims for benefits
shall be in writing in a form satisfactory to the Committee.  If the Committee wholly or partially denies
Participant’s or Beneficiaries claim for benefits, the Board shall review
Participant’s or Beneficiary’s claim in accordance with applicable procedures
described in the Employee Retirement Income Security Act of 1974.


 


ARTICLE
X 

MISCELLANEOUS


10.01      Binding Nature


                The Plan shall be binding upon
the Corporation, any participating Affiliates and its successors and assigns;
and upon a Participant, his or her Beneficiary, and either of their assigns,
heirs, executors and administrators.


10.02      Governing Law


                To the extent not preempted by
federal law, the Plan shall be governed and construed under the laws of the
Commonwealth of Virginia (including its choice of law rules, except to the
extent those rules would require the application of the law of a state other
than Virginia) as in effect at the time of their adoption and execution,
respectively.


10.03      Construction


                Masculine pronouns wherever used
shall include feminine pronouns and the use of the singular shall include the
plural.


10.04      Fiduciary Discretion


                In discharging the duties
assigned to it under the Plan, the Committee shall have the discretion to
interpret the Plan; adopt, amend and rescind rules and regulations pertaining
to its duties under the Plan; and to make all other determinations necessary or
advisable for the discharge of its duties under the Plan.  The Committee’s discretionary authority shall
be absolute and exclusive if exercised in a uniform and nondiscriminatory manner
with respect to similarly


 


 


8

















 


situated
individuals.  The express grant in the
Plan of any specific power to the Committee with respect to any duty assigned
to it under the Plan must not be construed as limiting any power of authority
of the Committee to discharge its duties. 
The Committee’s decision is final and conclusive unless it is
established that the Committee’s decision constituted an abuse of its
discretion.  Benefits under the Plan will
be paid only if the Committee decides that the applicant is entitled thereto.


 


ARTICLE XI 

ADOPTION


                The Corporation
has adopted this Plan pursuant action taken by the Board.


 


                As evidence of its
adoption of the Plan, Cardinal Financial Corporation has caused this document
to be signed by its Chairman and CEO, this 7th day of November, 2007


 


 


	
   

  	
  CARDINAL FINANCIAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bernard H. Clineburg

  
	
   

  	
   

  	
  Bernard H. Clineburg, Chairman and CEO

  



 


 


 


I, Kendal Carson, President of Cardinal Financial
Corporation, by my signature below indicate my agreement with and assent to the
terms of the Cardinal Financial Corporation Supplemental Executive Retirement
Plan.


 


 


	
  /s/ Kendal E. Carson

  	
   

  	
  11/7/2007

  
	
  Kendal E. Carson

  	
   

  	
  Date

  
	
  President

  	
   

  	
   

  



 


 


 


 


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