EXHIBIT
10.2.1


 


Access
National Corporation


Option
Agreement – Form Of


 


This Stock
Option Agreement (“Agreement”) evidences the grant to the Optionee set forth below of an option to purchase shares
(the “Option”) of 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 Option is intended to be an incentive stock option under the Internal Revenue Code.
The Option is granted as follows:


 


	Optionee	<<
    NAME >>	 
	 	 	 
	Date of Grant	<< GRANT DATE >>	(“Award Date”)
	 	 	 
	Number of Shares	<< NUMBER >>	shares of common stock
    (“Option Shares”)
	 	 	 
	Option Price	<< OPTION PRICE >>	per Option Share
	 	 	 
	Expiry Date	<< EXPIRY DATE >>	(“Expiry Date”),
    subject to earlier termination as provided in Paragraph 5 of the terms and conditions below
	Rights
    of Exercise (Vesting Schedule):	 
	Vesting Date	Number of Vested
    Shares under Option	 
	 	 	 
	<< VESTING DATE >>	(25% of grant)	The Option
    will vest and become exercisable as to 25% of the Option Shares on each of the dates indicated (with the exact number of shares
    vesting and becoming exercisable on each date as set forth herein to avoid any fractional shares), subject to earlier vesting
    or forfeiture as provided in Paragraphs 4 and 5 of the terms and conditions below
	<< VESTING DATE >>	(25% of grant)
	<< VESTING DATE >>	(25% of grant)
	<< VESTING DATE >>	(25%
of grant) 



 


		1.	Award
                                         of Option. In consideration of the services rendered to the Company or a Subsidiary
                                         by Optionee as a key employee, the Committee has granted to Optionee the Option, effective
                                         on the Award Date. To evidence its grant of the Option and the terms and conditions thereof,
                                         the Company has signed this Agreement as of the Award Date.



 


		2.	Right
                                         to Exercise. Optionee may exercise the Option to the extent the Option has become
                                         vested and exercisable in accordance with the vesting schedule set forth above, subject
                                         to earlier vesting as provided in Paragraph 4 below and subject further to the Expiry
                                         Date of the Option and the earlier termination as provided in Paragraph 5 below.



 


		3.	Method
                                         of Exercise. To exercise the Option, Optionee must deliver to the Corporate Secretary
                                         of the Company, or any other officer or agent as the Committee may designate:



 


		a.	a written
                                         notice signed by Optionee in the form prescribed by the Committee or its delegee setting
                                         forth the number of Option Shares with respect to which the Option is being exercised,
                                         and



 


		b.	payment
                                         in full of the aggregate Option Price for the number of Option Shares being purchased,
                                         payable in cash (including by check) or, if approved by the Committee at the time of
                                         exercise, by delivery of shares of Stock owned by Optionee prior to exercising the Option
                                         having a Fair Market Value on the date of exercise equal to the Option Price.



 




     


     


    

 


		4.	Accelerated
                                         Vesting.



 


		a.	Death
                                         or Disability. If, while any portion of the Option remains unvested, Optionee’s
                                         employment terminates due to death or Disability, any remaining unvested Option Shares
                                         at the date of such termination shall automatically be vested and exercisable.



 


		b.	Certain
                                         Retirements. If, while any portion of the Option remains unvested, Optionee’s
                                         employment terminates due to retirement at or after age 62 and provided no Cause exists
                                         to terminate Optionee’s employment, then provided either (i) upon such retirement
                                         Optionee is subject to a covenant not to compete and not to solicit employees or customers
                                         of the Company or its Subsidiaries pursuant to an existing agreement with the Company
                                         or a subsidiary, or (ii) Optionee executes and delivers to the Company, no later than
                                         the date of retirement, an agreement not to compete and not to solicit employees or customers
                                         of the Company or its Subsidiaries in a form acceptable to the Company (a “Qualifying
                                         Retirement”), any remaining unvested Option Shares at the date of such Qualifying
                                         Retirement shall automatically be vested and exercisable.



 


		c.	Change
                                         of Control. If a Change of Control of the Company occurs while any portion of the
                                         Option remains unvested and Optionee has remained continuously employed by 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 Option on proportionate
                                         and equitable terms and on or within 24 months after the date the Change of Control occurs
                                         Optionee’s employment is terminated without Cause, then any remaining unvested
                                         Option Shares at the date of such termination of employment shall automatically be vested
                                         and exercisable; or



 


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



 


		5.	Termination
                                         of Option.



 


		a.	Normal
                                         Term. The term of the Option is five years. On the close of the business day of the
                                         Expiry Date, the Option will expire and terminate and be of no further force and effect
                                         whatsoever as to the shares of the Stock for which the Option hereby granted has not
                                         been exercised; provided, however, that the Option may be terminated earlier as provided
                                         below.



 


		b.	Early
                                         Termination.



 


		i.	In the
                                         event Optionee’s employment terminates due to death or Disability, the vested portion
                                         of the Option (including any portion of the Option for which vesting was accelerated
                                         under Paragraph 4(a) above) will remain outstanding and exercisable until the earlier
                                         of 12 months after termination of employment or the Expiry Date, at which time the Option
                                         will terminate.



 


		ii.	Except
                                         as provided in Paragraph 5(b)(iii) below, the Option granted to Optionee hereunder shall
                                         expire and terminate, with no further vesting and no further exercise permitted, immediately
                                         upon Optionee ceasing to be an Employee of the Company and any Subsidiary due to retirement.



 


		iii.	Notwithstanding
                                         Paragraph 5(b)(ii) above, in the event Optionee’s employment terminates due to
                                         a Qualifying Retirement, the vested portion of the Option (including any portion of the
                                         Option for which vesting was accelerated under Paragraph 4(b) above) will remain outstanding
                                         and exercisable until the earlier of 12 months after termination of employment or the
                                         Expiry Date, at which time the Option will terminate (provided, however, that any exercise
                                         of the Option or a portion of the Option that occurs more than 3 months after termination
                                         of employment will result in the Option or that portion of the Option being exercised
                                         as a Nonqualified Stock Option).



 


		iv.	In the
                                         event Optionee’s employment terminates as set forth in Paragraph 4(c)(i) above,
                                         the vested portion of the Option (including any portion of the Option for which vesting
                                         was accelerated under Paragraph 4(c)(i) above) will remain outstanding and exercisable
                                         until the earlier of 3 months after termination of employment or the Expiry Date, at
                                         which time the Option will terminate.



 




     


     


    

 


		v.	The Option
                                         granted to Optionee hereunder shall expire and terminate, with no further vesting and
                                         no further exercise permitted, immediately upon Optionee ceasing to be an Employee of
                                         the Company and any Subsidiary due to termination for Cause.



 


		vi.	Subject
                                         to Section 12.3 of the Plan, the Option granted to Optionee hereunder shall expire and
                                         terminate, with no further vesting and no further exercise permitted, immediately upon
                                         Optionee ceasing to be an Employee of the Company and any Subsidiary for any reason not
                                         set forth in the preceding provisions of this Paragraph 5(b).



 


		6.	Nontransferability.
                                         The Option is not transferable except upon the death of Optionee as set forth in the
                                         Plan. During Optionee’s lifetime, only Optionee or his or her guardian or legal
                                         representative may exercise the Option.



 


		7.	Taxes.
                                         Optionee agrees that he or she is responsible for the payment of any taxes (including
                                         alternative minimum taxes) related to the Option. To the extent required by law, Optionee
                                         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 exercise
                                         of the Option. 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 Optionee the amount of any federal, state and local taxes required
                                         to be withheld in connection with the exercise of the Option. In addition, the Committee
                                         may approve another alternative for Optionee 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. If approved by the Committee, the
                                         value of any shares of Stock so delivered 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 Optionee
                                         has elected to have an additional amount (up to the maximum allowed by law) withheld.
                                         All elections by Optionee 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.



 


		8.	Additional
                                         Rule Regarding Exercisability of Option. The Option is intended to be treated as
                                         an Incentive Stock Option within the meaning of Code Section 422. To the extent the aggregate
                                         Fair Market Value (determined as of the Award Date) of the Stock for which the Option
                                         (and all other options of Optionee that are intended to be incentive stock options whether
                                         granted under the Plan or any other plan of the Company or any Subsidiary) becomes exercisable
                                         for the first time in any calendar year (including accelerated vesting upon a Change
                                         of Control (if applicable)) exceeds $100,000, the Option may be exercised for the excess
                                         number of Option Shares as a Nonqualified Stock Option. The Company shall not be liable
                                         to Optionee if the Internal Revenue Service or any court or other authority having jurisdiction
                                         over such matters determines for any reason that the Option or any portion thereof does
                                         not qualify as an Incentive Stock Option.



 


		9.	Notification
                                         Upon Sale or Disposition. Optionee agrees to notify the Chief Financial Officer or
                                         the Corporate Secretary of the Company in writing within 10 days if Optionee sells or
                                         otherwise disposes of the shares purchased upon exercise of the Option within two years
                                         of the Award Date or within one year of the date of exercise of the Option for such shares
                                         (the required holding periods for favorable tax treatment of incentive stock options).
                                         The Company advises Optionee to contact his or her tax advisor to discuss any tax issues.



 


		10.	Rights
                                         as a Shareholder. Optionee shall have no rights as a shareholder with respect to
                                         any shares of Stock subject to the Option (including voting rights or dividends) until
                                         the date of the exercise of the Option and the issuance of the underlying shares of Stock.



 


		11.	Stock
                                         Ownership and Patronage Policy. The shares acquired upon exercise of the Option may
                                         be subject to the Company’s Stock Ownership and Patronage Policy as in effect from
                                         time to time. Optionee agrees to comply with the provisions of the Company’s Stock
                                         Ownership and Patronage Policy to the extent applicable to him or her.



 


		12.	Clawback.
                                         In accordance with Section 17.13 of the Plan, to the extent permitted by law, Optionee
                                         may be required to repay to the Company within 30 days the cash value of any shares of
                                         Stock purchased upon exercise of the Option to the extent such exercise occurred within
                                         90 days prior to the termination of Optionee’s employment for any reason other
                                         than death, Disability or a Qualifying Retirement.



 


		13.	Plan.
                                         The Option is granted pursuant to the Plan and is subject to the terms thereof. The number
                                         and kind of shares of Stock purchasable and the Option Price are subject to adjustment
                                         in accordance with Section 13.1 of the Plan.



 


		14.	Electronic
                                         Delivery and Signatures. Optionee 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, Optionee 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. Optionee 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.



 




     


     


    

 


		15.	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 Optionee's
acceptance of this Agreement and the Option represented hereby, Optionee confirms that the Option and all shares of Stock purchased
upon any exercise of the Option have been and will be acquired for investment purposes only and not with the view to distribute
or transfer and will be held for Optionee’s own account. Furthermore, by acceptance of this Agreement, Optionee 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 Option
on terms and conditions set forth herein and in the Plan.


 


	 	 	 	 
	(Optionee)	 	Date