EXHIBIT
10.2.3


 


Access
National Corporation


Restricted
Stock Unit Agreement – Form Of


 


This Restricted
Stock Unit Agreement (“Agreement”) evidences the grant to the Participant set forth below of a number of Restricted
Stock Units (the “Award”) relating to the common stock (the “Stock”) of Access National Corporation (the
“Company”), granted under, and subject to the terms and conditions set forth in, the Access National Corporation 2017
Equity Compensation Plan, as the same may be amended or replaced from time to time (the "Plan"), and in addition shall
be subject to the terms and conditions set forth below. The Award is granted as follows:


 


	Participant	<< NAME >>	 
	 	 	 
	Date of Grant	<< GRANT DATE
    >>	(“Award Date”)
	 	 	 
	Number of Units
    	<< NUMBER >>	(“Units”)
	 	 	 
	Vesting
    Schedule:	 
	Vesting Date	Number of Vested
    Units	 
	 	 	 
	<< VESTING DATE >>	(25% of grant)	25% of
    the Units will vest on each of the dates indicated (with the exact number of Units vesting on each date as set forth herein
    to avoid any fractional shares), subject to earlier vesting or forfeiture as provided in Paragraphs 2 and 3 of the terms and
    conditions below
	<< VESTING DATE >>	(25% of grant)
	<< VESTING DATE >>	(25% of grant)
	<< VESTING DATE >>	(25%
of grant)



 


		1.	Award
                                         of Restricted Stock Units. In consideration of the services rendered to the Company
                                         or a Subsidiary by Participant as a key employee or a non-employee director, the Committee
                                         has granted to Participant the Units, effective on the Award Date, subject to the terms
                                         and conditions of this Agreement. Each Unit represents the right to receive one share
                                         of Stock upon satisfaction of the vesting and other conditions set forth in this Agreement.
                                         To evidence its grant of the Units and the terms and conditions thereof, the Company
                                         has signed this Agreement as of the Award Date.



 


		2.	Period
                                         of Restriction. Subject to Paragraph 3 below, the Units shall become vested and nonforfeitable
                                         on each of the first, second, third and fourth anniversaries of the Award Date (each
                                         such date, a “Vesting Date”), provided Participant continues to be an employee
                                         or a non-employee director of the Company or any of its Subsidiaries through each such
                                         Vesting Date. If Participant’s employment with or service to the Company and its
                                         Subsidiaries terminates prior to a Vesting Date and Paragraph 3 does not apply or has
                                         not applied, or to the extent Paragraph 3 cannot apply, then, subject to Section 12.3
                                         of the Plan, any remaining unvested Units at the date of such termination of employment
                                         or service shall automatically be forfeited to the Company.



 


		3.	Accelerated
                                         Vesting. Notwithstanding the foregoing, to the extent such Units have not previously
                                         terminated or become vested and nonforfeitable:



 


		a.	Death
                                         or Disability. If Participant’s employment or service terminates due to death
                                         or Disability, any remaining unvested Units at the date of such termination shall automatically
                                         be vested and nonforfeitable.



 


		b.	Change
                                         of Control. If a Change of Control of the Company occurs and Participant has remained
                                         continuously employed by or in continuous service to the Company or any Subsidiary until
                                         the date such Change of Control occurs:



 


		i.	if
                                         the successor company assumes, converts, continues or otherwise replaces the Award on
                                         proportionate and equitable terms and on or within 24 months after the date the Change
                                         of Control occurs Participant’s employment or service is terminated without Cause,
                                         then any remaining unvested Units at the date of such termination of employment or service
                                         shall automatically be vested and nonforfeitable; or



 




     


     


    

 


		ii.	if
                                         the successor company does not assume, convert, continue or otherwise replace the Award
                                         on proportionate and equitable terms, then any remaining unvested Units at the date of
                                         such Change of Control shall automatically be vested and nonforfeitable.



 


		4.	Payment
                                         of Common Stock. Shares of Stock corresponding to the number of Units that become
                                         vested and nonforfeitable in accordance with Paragraph 2 or Paragraph 3 above (“RSU
                                         Shares”) shall be paid to Participant either through delivery of a share certificate
                                         or by providing evidence of electronic delivery and such RSU Shares shall be registered
                                         in the name of Participant. The RSU Shares shall be paid on the applicable Vesting Date
                                         for such Units unless vesting is accelerated under Paragraph 3 prior to such Vesting
                                         Date. In the event vesting is accelerated under Paragraph 3, the RSU Shares shall be
                                         paid as follows (based on the first to occur of a termination of employment or service
                                         due to death or Disability or a Change of Control): within 30 days following termination
                                         of employment or service due to death or Disability if vesting is accelerated pursuant
                                         to Paragraph 3(a); upon termination of employment or service if vesting is accelerated
                                         pursuant to Paragraph (3)(b)(i); and upon a Change of Control if vesting is accelerated
                                         pursuant to Paragraph (3)(b)(ii).



 


		5.	No
                                         Deemed Dividends. Participant shall have no right to deemed dividends, dividend equivalents
                                         or other distributions with respect to the Units.



 


		6.	Nontransferability.
                                         Prior to becoming vested and nonforfeitable in accordance with Paragraph 2 or Paragraph
                                         3 above, neither the Units nor any right or interest therein or part thereof shall be
                                         transferable except upon the death of Participant as set forth in the Plan.



 


		7.	Code
                                         Section 409A. The Award is intended to be exempt from Code Section 409A. Notwithstanding
                                         the foregoing, the Company shall not be liable to Participant in the event the Award
                                         or this Agreement fails to be exempt from, or comply with, Code Section 409A.



 


		8.	Taxes.
                                         Participant agrees that he or she is responsible for the payment of any taxes (including
                                         alternative minimum taxes) related to the Award. To the extent required by law, Participant
                                         will be required to pay the Company or a Subsidiary, as appropriate, the amount of any
                                         federal, state and local taxes required to be withheld in connection with the Award.
                                         In lieu thereof, the Company or a Subsidiary, as appropriate, will have the right to
                                         withhold from any other cash amounts due or to become due from the Company or the Subsidiary
                                         to Participant the amount of any federal, state and local taxes required to be withheld
                                         in connection with the Award. As an alternative to making a cash payment to the Company
                                         or a Subsidiary, as appropriate, Participant may satisfy applicable withholding tax obligations,
                                         in whole or in part, by having the Company withhold from the RSU Shares otherwise issuable
                                         shares of Stock having a Fair Market Value equal to the amount required to be withheld.
                                         In addition, the Committee may approve another alternative for Participant to satisfy
                                         applicable withholding tax obligations, in whole or in part, by delivering to the Company
                                         shares of Stock having a Fair Market Value equal to the amount required to be withheld.
                                         The value of any shares of Stock so withheld or delivered (to the extent such delivery
                                         is approved by the Committee) shall be based on the Fair Market Value of the shares on
                                         the date that the amount of tax to be withheld is to be determined. In any event, the
                                         Company or a Subsidiary, as appropriate, shall withhold only the minimum amount necessary
                                         to satisfy applicable statutory withholding requirements unless Participant has elected
                                         to have an additional amount (up to the maximum allowed by law) withheld. All elections
                                         by Participant shall be irrevocable and be made in writing and in such manner as determined
                                         by the Committee (or its delegee) in advance of the day that the transaction becomes
                                         taxable.



 


		9.	Rights
                                         as a Shareholder. Participant shall have no rights as a shareholder with respect
                                         to the Units or any RSU Shares issuable upon payment of vested Units (including voting
                                         rights or dividends) unless and until a certificate or certificates representing such
                                         RSU Shares shall have been issued by the Company to such holder or a book entry representing
                                         such RSU Shares has been made by the registrar of the Company.



 


		10.	Stock
                                         Ownership and Patronage Policy. The RSU Shares issued upon payment of vested Units
                                         may be subject to the Company’s Stock Ownership and Patronage Policy as in effect
                                         from time to time. Participant agrees to comply with the provisions of the Company’s
                                         Stock Ownership and Patronage Policy to the extent applicable to him or her.



 


		11.	Clawback.
                                         In accordance with Section 17.13 of the Plan, to the extent permitted by law, Participant
                                         may be required to repay to the Company within 30 days the cash value of any RSU Shares
                                         to the extent such RSU Shares were issued within 90 days prior to the termination of
                                         Participant’s employment for any reason other than death or Disability.



 




     


     


    

 


		12.	Plan.
                                         The Award is granted pursuant to the Plan and is subject to the terms thereof. The number
                                         and kind of shares of Stock issuable upon payment of the Units are subject to adjustment
                                         in accordance with Section 13.1 of the Plan.



 


		13.	Electronic
                                         Delivery and Signatures. Participant hereby consents and agrees to electronic delivery
                                         of share(s) of Stock, Plan documents, proxy materials, annual reports and other related
                                         documents. If the Company establishes procedures for an electronic signature system for
                                         delivery and acceptance of Plan documents, Participant hereby consents to such procedures
                                         and agrees that his or her electronic signature is the same as, and shall have the same
                                         force and effect as, his or her manual signature. Participant consents and agrees that
                                         any such procedures and delivery may be effected by a third party engaged by the Company
                                         to provide administrative services related to the Plan.



 


		14.	Construction
                                         and Capitalized Terms. This Agreement shall be administered, interpreted and construed
                                         in accordance with the applicable provisions of the Plan. Where used herein all capitalized
                                         terms shall have the respective meanings attributed thereto in the Plan, unless this
                                         Agreement provides, or the context requires, otherwise.



 


By Participant's
acceptance of this Agreement and the Award represented hereby, Participant confirms that the Award and all shares of Stock issued
in connection with the Award have been and will be acquired for investment purposes only and not with the view to distribute or
transfer and will be held for Participant’s own account. Furthermore, by acceptance of this Agreement, Participant agrees
to take into consideration the current strength of the Company's Stock price and to not sell any shares into the market that would
cause a substantial decrease in the Company's Stock price.


 


	Dated
    at Reston, Virginia on [insert Award Date]. 	 
	ACCESS
    NATIONAL CORPORATION 	 
	 	 	 
	By:	 	 
	 	<< NAME AND TITLE >>	 


 


 


The Undersigned
hereby acknowledges receipt of a copy of the Plan and the related prospectus and accepts and agrees to the grant of the Award
on terms and conditions set forth herein and in the Plan.


 


	 	 	 	 
	(Participant)  	 	Date