EXHIBIT
10.2.2


 


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 a non-qualified 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 non-employee director, 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 through any other method approved by the Committee
                                         at the time of exercise.



 




     


     


    

 


		4.	Accelerated
                                         Vesting.



 


		a.	Death
                                         or Disability. If, while any portion of the Option remains unvested, Optionee’s
                                         service as a director 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
                                         service as a director terminates due to retirement at or after age 62 and following at
                                         least 5 years of continuous service as a director of the Company or any Subsidiary (or
                                         with the consent of the Committee for a retirement following less than 5 years of continuous service), and provided
                                         no Cause exists to remove Optionee as a director (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 in continuous service as a director
                                         of 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 service as a director is terminated without Cause,
                                         then any remaining unvested Option Shares at the date of such termination of service
                                         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 ceases to serve as a director of the Company and any Subsidiary 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 service 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 serve as a director of the Company and any Subsidiary due to
                                         retirement.



 


		iii.	Notwithstanding
                                         Paragraph 5(b)(ii) above, in the event Optionee ceases to serve as a director of the
                                         Company and any Subsidiary 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 service or the Expiry Date, at which time the Option will terminate.



 


		iv.	In
                                         the event Optionee ceases to serve as a director of the Company and any Subsidiary 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 service 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 serve as a director
                                         of the Company and any Subsidiary due to removal 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 serve as a director 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. The Company advises Optionee to contact
                                         his or her tax advisor to discuss any tax issues.



 


		8.	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.



 


		9.	Stock
                                         Ownership and Patronage Policy. The shares acquired upon exercise of the Option are
                                         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.



 


		10.	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.



 


		11.	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.



 


		12.	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