**Exhibit 10.8**

 

**EMPLOYMENT AGREEMENT**

 

**THIS AGREEMENT**, entered into as of the 1st day of April, 1998, by and between **MARATHON FINANCIAL CORPORATION**, a Virginia corporation,(the “Corporation”), and **DONALD L. UNGER**(the “Executive”). 

 

**WITNESSETH:**

 

**WHEREAS**, the Corporation desires to retain the services of Executive on the terms and conditions set forth herein and, for purpose of effecting the same, the Board of Directors of the Corporation has approved this EmploymentAgreement and authorized its execution and delivery on the Corporation’s behalf to the Executive; and 

 

**WHEREAS**, the Executive is presently the duly elected and acting President and Chief Executive Officer of the Corporation and, as such, is a keyexecutive officer of the Corporation whose continued dedication, availability, advice and counsel to the Corporation is deemed important to the Board of Directors of the Corporation, the Corporation and its stockholders; 

 

**WHEREAS**, the services of the Executive, his experience and knowledgeof the affairs of the Corporation, and his reputation and contacts in the industry are extremely valuable to the Corporation; and 

 

**WHEREAS**, the Corporation wishes to attract and retain such well-qualified executives and it is in the best interests of the Corporation and of theExecutive to secure the continued services of the Executive; and 

 

**WHEREAS**, the Corporation considers the establishment and maintenance of a sound and vital management to be part of its overall corporate strategy and to be essential to protecting and enhancing the best interests of the Corporationand its stockholders; 

 

**NOW, THEREFORE**, to assure theCorporation of the Executive’s continued dedication, the availability of his advice and counsel to the Board of Directors of the Corporation, and to induce the Executive to remain and continue in the employ of the Corporation and for other goodand valuable consideration, the receipt and adequacy whereof each party hereby acknowledges, the Corporation and the Executive hereby agrees as follows: 

 

**1. EMPLOYMENT**: The Corporation agrees to, and does hereby, employ Executive, and Executive agrees to, and does hereby, accept suchemployment, for the period beginning as of the date hereof and ending on March 31, 1999, which period of employment may be extended or terminated only upon the terms and conditions hereinafter set forth. 

 

**2. RENEWAL TERM**: This Agreement may be renewed and extended forsuccessive terms of 12 months each by an appropriate written instrument executed by the Executive and on behalf of the Corporation. Any decision by the Corporation to renew and 

extend this Agreement shall not bind the Corporation unless such decision is reviewed and approved by the Board ofDirectors of the Corporation. If this Agreement is neither renewed and extended in writing before the end of its term or any renewal term nor expressly terminated, it shall automatically renew for successive one year periods. 

 

**3. EXECUTIVE DUTIES**: Executive agrees that, during the term ofhis employment under this Agreement and in his capacity as President and Chief Executive Officer, he will devote his full business time and energy to the business, affairs and interests of the Corporation and serve it diligently and to the best ofhis ability. The services and duties to be performed by Executive shall be those appropriate to his office and title as currently and from time to time hereafter specified in the Corporation’s by-laws or otherwise specified by its Board ofDirectors. 

 

**4. COMPENSATION**: **(a)** TheCorporation agrees to pay Executive, and Executive agrees to accept, as compensation for all services rendered by him to the Corporation during the period of his employment under this Agreement, base salary at the annual rate of One Hundred EightThousand Dollars ($108,000.00), which shall be payable in monthly, semi-monthly or bi-weekly installments in conformity with Corporation’s policy relating to salaried employees. Such salary may be increased in the sole and absolute discretionof the Corporation’s Board of Directors or Committee thereof duly authorized by the Board to so act; provided, however, that said annual salary after being so increased, shall not be decreased without prior written consent of Executive.

 

**(b)**The Board of Directors from time to time mayauthorize the payment of cash bonuses to the Executive. In lieu of cash payments, the Board of Directors shall select a bonus value and the Corporation may grant to the Executive an option to purchase common stock of the Corporation at the fairmarket value per share of such stock at the date of grant. The duration of any such stock option shall be not less than five (5) years or more than (10) years in the discretion of the Board of Directors. The value of any such option shall be equalor approximately equal to the bonus value selected by the Board of Directors. After the Board of Directors has selected the bonus value and the duration of the option, the independent certified public accountants regularly engaged by the Corporationshall compute the number of shares of Corporation common stock to be covered by the option, employing the same method used by the Corporation to value the stock options for financial accounting purposes. 

 

**(c)** The Executive may elect to defer a portion of his annual salaryand/or bonus into a deferred compensation plan other than the 401K. The Board of Directors would approve such a plan prior to implementation. 

 

**5. PARTICIPATION IN BENEFIT PLANS, REIMBURSEMENT OF BUSINESS EXPENSES AND MOVING EXPENSES**: (i) During the term of employment under thisAgreement, Executive shall be entitled to participate in any pension, group insurance, hospitalization, deferred compensation or other benefit, bonus or incentive plans of the Corporation presently in effect (including, without limitation, theCorporation’s stock option plans) according to the terms of the applicable plan documents or hereafter adopted by the Corporation and generally available to any employees of senior executive status, and, 

 

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additionally, Executive shall be entitled to have the use of Corporation’s facilities and executive benefits as arecustomarily made available by the Corporation to its executive officers. The Corporation shall continue to provide Executive a motor vehicle for personal and business use. 

 

(ii) During the term of this Agreement, to the extent that such expenditures are substantiated by the Executive as requiredby the Internal Revenue Service and policies of the Corporation, the Corporation shall reimburse the Executive promptly for all expenditures (including travel, entertainment, parking, business meetings, and the monthly costs, including dues, ofmaintaining memberships at appropriate clubs) made in accordance with rules and policies established from time to time by the Board of Directors of the Corporation in pursuance and furtherance of the Corporation’s business and good will.

 

**6. ILLNESS**: In the event Executive is unable toperform his duties under this Agreement on a full-time basis for a period of six (6) consecutive months by reason of illness or other physical or mental disability, and at or before the end of such period he does not return to work on a full-timebasis, the Corporation may terminate this Agreement without further or additional compensation payment being due the Executive from the Corporation pursuant to this Agreement, except benefits accrued through the date of such termination underemployee benefit plans of the Corporation. These benefits shall include long-term disability and other insurance or other benefits then regularly provided by the Corporation to disabled employees, as well as any other insurance benefits so provided.

 

**7. DEATH**: In the event of Executive’s deathduring the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s compensation from the Corporation at the rate in effect at the time of Executive’sdeath for a period of one (1) month from the date of Executive’s death. 

 

**8. TERMINATION WITHOUT CAUSE/RESIGNATION FOR GOOD REASON:**

 

**(a)** Notwithstanding the provisions of Section 1 hereof, the Board of Directors of the Corporation may, without Cause (as hereafter defined),terminate the Executive’s employment under this Agreement at any time in any lawful manner by giving not less than thirty (30) days written notice to the Executive. The Executive may resign for Good Reason (as hereafter defined) at any time bygiving not less than thirty (30) days written notice to the Corporation. If the Corporation terminates the Executive’s employment without Cause or the Executive resigns for Good Reason, then in either event: 

 

(i) The Executive shall be paid for the remainder of the then current termof this Agreement, at such times as payment was theretofore made, the salary required under Section 4 that the Executive would have been entitled to receive during the remainder of the then current term of this Agreement had such termination notoccurred; and 

 

(ii) The Corporation shall maintain in fullforce and effect for the continued benefit of the Executive for the remainder of the then current term of this Agreement, all employee benefit plans and programs or arrangements in which the Executive was entitled to 

 

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participate immediately prior to such termination, provided that continued participation is possible under the generalterms and provisions of such plans and programs. In the event that Executive’s participation in any such plan or program is barred by the eligibility provisions of the applicable plan, the Corporation shall arrange to provide the Executive withbenefits substantially similar to those which the Executive was entitled to receive under such plans and program, and 

 

**(b)** For purposes of this Agreement, “Good Reason” shall mean: 

 

(i) The assignment of duties to the Executive by the Corporation which (A) are materially different from theExecutive’s duties on the date hereof, or (B) result in the Executive having significantly less authority and/or responsibility than he has on the date hereof, without his express written consent; 

 

(ii) The removal of the Executive from or any failure to re-elect him to theposition of President and Chief Executive Officer of the Corporation, except in connection with a termination of his employment by the Corporation for Cause or by reason of the Executive’s disability; 

 

(iii) A reduction by the Corporation of the Executive’s base salary, asthe same may have been increased from time to time; 

 

(iv) Thefailure of the Corporation to provide the Executive with substantially the same or comparable fringe benefits (including paid vacations) that were provided to him immediately prior to the date hereof; or 

 

(v) The failure of the Corporation to obtain the assumption of and agreementto perform this Agreement by any successor as contemplated in Section 11(c) hereof. 

 

**(c)** Resignation by the Executive for Good Reason shall be communicated by a written Notice of Resignation to the Corporation. A “Notice of Resignation” shall mean a notice, which shall indicate thespecific provision(s) in this Agreement, relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for a resignation for Good Reason. 

 

**(d)** If within thirty (30) days after any Notice of Resignation is given the Corporation notifies the Executive that adispute exists concerning the resignation for Good Reason, the Corporation shall continue to pay the Executive his full salary and benefits as described in Sections 4 and 5, as and when due and payable, until such time as such dispute is settled ora final decision is reached by a court of competent jurisdiction. If Good Reason for termination by the Executive is ultimately determined not to exist, then all sums paid by the Corporation to the Executive, including but not limited to the cost tothe Corporation of providing the Executive such fringe benefits, from the date of such resignation to the date of the resolution of such dispute shall be promptly repaid by the Executive to the Corporation with interest at the rate charged from timeto time by the Corporation to its most substantial customers for unsecured extensions of credit. 

 

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A failure by the Corporation to notify the Executive that a dispute exists concerning the resignation forGood Reason within thirty (30) days after any Notice of Resignation is given shall constitute a final waiver by the Corporation of its right to contest either that such resignation was for Good Reason or its obligations to the Executive underSection 8(a) hereof. 

 

**9. RESIGNATION - TERMINATION FORCAUSE:**

 

**(a)** Notwithstanding the provisions ofSection 1 of this Agreement, the Board of Directors of the Corporation may, in its sole discretion, terminate the Executive’s employment for Cause. 

 

“Termination for cause” shall mean termination because of: (1) Executive’s act or acts of dishonesty which are intended to result in theExecutive’s substantial personal gain at the expense of Employer; (2) the willful and repeated failure by Executive to substantially perform his duties with Employer after a written demand for substantial performance is delivered to Executiveby Employer which specifically identifies the manner in which Employer believes that Executive has not substantially performed his duties; (3) Executive’s deliberate violation of a company rule reasonably designed to protect the legitimatebusiness interest of Employer; or (4) Executive’s unprofessional or unethical acts, or conduct which actually has, or has the significant likelihood of, discrediting Employer or damaging Employer’s reputation, character and standing; or(5) a material breach of any provision of this Agreement; or (6) a knowing violation by Executive of any banking law or regulation that results in material damage to the Corporation or any bank controlled by the Corporation. 

 

No act or omission to act on the Executive’s behalf in reliance upon anopinion of counsel to the Corporation or counsel to the Executive shall be deemed to be willful. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered tohim a copy of a certification by a majority of the non-officer members of the Board of Directors of the Corporation finding that, in the good faith opinion of such majority, the Executive was guilty of conduct which is deemed to be Cause andspecifying the particulars thereof in detail, after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before such majority. 

 

**(b)** Termination of the Executive’s employment by the Corporation for Cause pursuant to Section 9(a) shall becommunicated by written Notice of Termination to the Executive. A “Notice of Termination” shall mean a notice, which shall indicate the specific termination provision(s) in this Agreement, relied upon and shall set forth with particularitythe facts and circumstances claimed to provide a basis for termination of employment for Cause under the provision so indicated. 

 

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If within ninety (90) days after any Notice of Termination is given the Executive notifies theCorporation that a dispute exists concerning the termination for Cause, the Corporation shall continue to pay the Executive his full salary and benefits as described in Sections 4 and 5, as and when due and payable, until such time as such disputeis settled or a final decision is reached by a court of competent jurisdiction. If a termination for Cause by the Corporation is challenged by the Executive and the termination is ultimately determined to be justified, then all sums paid by theCorporation to the Executive pursuant to this Section 9(b), plus the cost to the Corporation of providing the Executive such fringe benefits from the date of such termination to the date of the resolution of such dispute, shall be promptly repaid bythe Executive to the Corporation with interest at the rate charged from time to time by the Corporation to its most substantial customers for unsecured extensions of credit. Should it ultimately be determined that a termination by the Corporationpursuant Section 9(a) was not justified, then the Executive shall be entitled to retain all sums paid to him pending the resolution of such dispute and he shall be entitled to receive, in addition, the payments and other benefits provided for inSection 8(a). 

 

A failure by the Executive to notify theCorporation that a dispute exists concerning the termination for Cause within ninety (90) days after the Notice of Termination is given shall constitute a final waiver by the Executive of his right to contest that such termination was for Cause.

 

**(c)** In the event that Executive resigns from orotherwise voluntarily terminates his employment by the Corporation at any time (except a termination for Good Reason pursuant to Section 8 hereof), or if the Corporation rightfully terminates the Executive’s employment for Cause, this Agreementshall terminate upon the date of such resignation or termination of employment for Cause, and (subject to Section 9(b)) the Corporation thereafter shall have no obligation to make any further payments under this Agreement, provided that theExecutive shall be entitled to receive any benefits, insured or otherwise, that he would otherwise be eligible to receive under any benefit plans of the Corporation or any affiliate of the Corporation. 

 

**10. CHANGE OF CONTROL**: **(a)** If the Executive’semployment terminates for any reason other than for Cause during the term of this Agreement and any renewal term following a Change of Control, on or before the Executive’s last day of employment with the Corporation (in addition to all otherpayments to which the Executive is entitled under this Agreement) the Corporation shall pay to the Executive as compensation for services rendered to it a cash amount (subject to any applicable payroll or other taxes required to be withheld) equalto the greater of: 

 

(i) the amounts to which the Executivewould be entitled under Section 8(a), even if Executive resigns without Good Reason after a Change of Control; or 

 

(ii) the product of his annual salary and the multiple of the book value per share of the Corporation’s common stock received by theCorporation’s shareholders in connection with such change of control, provided such multiple shall not exceed three (3.0). For example, if the Corporation is acquired by another corporation and the exchange ratio for the Corporation’scommon stock is based on a calculation which values the Corporation at one and one-half times its book value, the executive’s payment pursuant to this Section 10(a) would be 150% of his then current annual salary. 

 

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For purposes of this Agreement, a Change of Control occurs if, after the date of this Agreement, (i) anyperson, including a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934 (but excluding any group of which the Executive is a member), becomes the owner or beneficial owner of Corporation securities having 20% ormore of the combined voting power of the then outstanding Corporation securities that may be cast for the election of the Corporation’s directors other than as a result of an issuance of securities initiated by the Corporation, or open marketpurchases approved by the Board of Directors, as long as the majority of the Board of Directors approving the purchases is a majority at the time the purchases are made; or (ii) as the direct or indirect result of, or in connection with, a tender orexchange offer, a merger or other business combination, a sale of assets, a contested election, or any combination of these events, the persons who were directors of the Corporation before such events cease to constitute a majority of theCorporation’s Board, or any successor’s board, within two years of the last of such transactions. 

 

**(b)** Upon a Change of Control, all stock options granted to the Executive under any of the Corporation’s stock option plans, or any successorthereto, shall become immediately exercisable with respect to all or any portion of the shares covered thereby regardless of whether such options are otherwise exercisable or vested; provided, however, if the meaning of the term “Change ofControl” hereunder differs from the meaning of the same term or a similar term under any of the Corporation’s stock option plans, for purposes of this Section 10(b) only, the meaning set forth in the stock option plan shall control.

 

**11. LITIGATION - OBLIGATIONS - SUCCESSORS:**

 

**(a)** If litigation shall be brought to challenge,enforce or interpret any provision of this Agreement, and such litigation does not end with judgment in favor of the Corporation, the Corporation hereby agrees to indemnify the Executive for his reasonable attorney’s fees and disbursementsincurred in such litigation, and hereby agrees to pay post-judgment interest on any money judgment obtained by the Executive calculated at the rate charged from time to time by the Corporation, to its most substantial customers for unsecuredextensions of credit from the date that payment(s) to him should have been made under the judgment to date of payment. 

 

**(b)** The Corporation’s obligation to pay the Executive the compensation and benefits and to make the arrangements provided herein shall beabsolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Corporation may have against him or anyone else. All amounts payable bythe Corporation hereunder shall be paid without notice or demand. Except as expressly provided in Sections 8(d) and 9(b), each and every payment made hereunder by the Corporation shall be final and the Corporation will not seek to recover all or anypart of such payment from the Executive or from whosoever may be entitled thereto, for any reason whatsoever. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment orotherwise. 

 

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**(c)** The Corporation will require any successor (whether direct or indirect, by purchase, merger,consolidation or otherwise) to all or substantially all of the business and/or assets of the Corporation, or either one of them, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform thisAgreement in its entirety. Failure of the Corporation to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement by the Corporation. As used in this Agreement, “Corporation” shall meanMarathon Financial Corporation and any successor to its respective business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 11(c) or which otherwise becomes bound by all the terms and provisions ofthis Agreement by operation of law. 

 

**12. LIMITATION OFBENEFITS:**

 

If the independent accountants serving asauditors for the Corporation on the date of a Change of Control (or the Internal Revenue Service upon examination of the tax returns of the Corporation or the Executive) determine that some or all of the payments or benefits scheduled under thisAgreement, as well as any other payments or benefits contingent on a Change of Control, constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the Code) and anyregulations thereunder, thereby resulting in a loss of an income tax deduction by the Corporation or the imposition of an excise tax on the Executive under Section 4999 of the Code (the “Excise Tax”), then at the election of the Executive,the payments scheduled under this Agreement may be reduced to one dollar less than the maximum amount which may be paid without causing any such payment or benefit to be nondeductible and subject to the Excise Tax. If the Executive elects to reducehis payments or benefits, he may designate which payments or benefits will be reduced. 

 

**13. NOTICES:** For the purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered ormailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: 

 

If to the Executive:
 
120 Rugby Place
  
Winchester, Virginia 22603

If to the Corporation:
 
Marathon Financial Corporation
  
4095 Valley Pike
  
Winchester, Virginia 22602

 

or at such other address as any partymay have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. 

 

**14. MODIFICATION - WAIVERS - APPLICABLE LAW:** No provisions of this Agreement may be modified, waived or discharged unless such waiver,modification or discharge is agreed to in writing, signed by the Executive and on behalf of the Corporation by such officer as may be specifically designated by the Board of Directors of the Corporation. No waiver by either party hereto at any timeof any breach by the other party hereto of, or compliance with, any 

 

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condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar ordissimilar provision or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not setforth expressly in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Virginia. 

 

**15. INVALIDITY - ENFORCEABILITY:** The invalidity or unenforceability of any provisions of this Agreement shallnot affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. Any provision in this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or renderunenforceable such provision in any other jurisdiction. 

 

**16.SUCCESSOR RIGHTS:** This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executiveshould die while any amounts would still be payable to him hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to his devisee, legatee or other designee or, if there is no suchdesignee, to his estate. 

 

**17. HEADINGS:**Descriptive headings contained in this Agreement are for convenience only and shall not control or affect the meaning or construction of any provision hereof. 

 

**18. CONFIDENTIALITY-NONSOLICITATION-NONCOMPETITION: (a)** The Executive acknowledges that the Corporation may disclose certain confidentialinformation to the Executive during the term of this Agreement to enable him to perform his duties hereunder. The Executive hereby covenants and agrees that he will not, without the prior written consent of the Corporation, during the term of thisAgreement or at any time thereafter, disclose or permit to be disclosed to any third party by any method whatsoever any of the confidential information of the Corporation. For purposes of this Agreement, “confidential information” shallinclude, but not be limited to, any and all records, notes, memoranda, data, ideas, processes, methods, techniques, systems, formulas, patents, models, devices, programs, computer software, writings, research, personnel information, customerinformation, the Corporation’s financial information, plans, or any other information of whatever nature in the possession or control of the Corporation which has not been published or disclosed to the general public, or which gives to theCorporation an opportunity to obtain an advantage over competitors who do not know of or use it. The Executive further agrees that if his employment hereunder is terminated for any reason, he will leave with the Corporation and will not takeoriginals or copies of any and all records, papers, programs, computer software and documents and all matter of whatever nature which bears secret or confidential information of the Corporation. 

 

The foregoing paragraph shall not be applicable if and to the extent theExecutive is required to testify in a judicial or regulatory proceeding pursuant to an order of a judge or administrative law judge issued after the Executive and his legal counsel urge that the aforementioned confidentiality be preserved.

 

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The foregoing covenants will not prohibit the Executive from disclosing confidential or other informationto other employees of the Corporation or any third parties to the extent that such disclosure is necessary to the performance of his duties under this Agreement. 

 

**(b)**Subject to Section 18(d), during the term of his employment with the Corporation, and for a period of two yearsfollowing the termination thereof for any reason or for a period of two years from the date of entry by a court of competent jurisdiction of a final judgment enforcing this covenant or any portion thereof, whichever is later, Executive covenants andagrees: 

 

(i) Executive shall not, without the prior writtenconsent of the Corporation, directly or indirectly engage or be interested in any bank, bank holding company or other enterprise which engages, anywhere within a radius of fifty (50) miles of an office maintained by the Corporation, in a businesswhich markets, distributes, sells or otherwise provides products or services which are competitive with those products or services marketed, distributed, sold or provided by the Corporation or any of its subsidiaries. Executive shall be deemed to bedirectly or indirectly interested in a corporation, firm or other enterprise if he is engaged or interested in the business as an owner, principal, agent, employee, partner, consultant, investor, stockholder, trustee, creditor, director or officer.This restriction shall not preclude Executive from merely becoming the holder of any publicly traded stock provided Executive does not acquire a stock interest in excess of five percent. Executive further covenants and agrees that during such timeand within such area he will not solicit any existing or former customer of the Corporation for any competing business. 

 

(ii) Executive shall not, without the prior written consent of the Corporation, directly or indirectly, employ or solicit any of the employees of theCorporation, who were employed by the Corporation during the time when the Executive was employed by the Corporation, to leave the Corporation. Further, during the same period Executive shall not induce, solicit, or advise any other person orentity, or encourage or contribute to the efforts of any such person or entity, to employ or solicit the employment of any person employed by the Corporation during the time when the Executive was employed by the Corporation. 

 

**(c)** The parties hereto agree that given the nature of the positionheld by Executive with the Corporation, the covenants and restrictions set forth in Sections 18(a) and 18(b) above are reasonable and necessary for the protection of the significant investment of the Corporation in developing, maintaining andexpanding its business. Accordingly, the parties hereto agree, notwithstanding any other provision of this Agreement, that in the event of any breach by Executive of any of the provisions of Sections 18(a) and 18(b) above, that monetary damagesalone will not adequately compensate the Corporation for its losses and, therefore, that it may seek any and all legal or equitable relief available to it, specifically including, but not limited to, injunctive relief, without the necessity of bond,and may hold Executive liable for all damages, including actual and consequential damages, costs and expenses, including legal costs and reasonable attorneys’ fees incurred by the Corporation as a result of such breach. Should a 

 

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court of competent jurisdiction determine that any provision of the covenants and restrictions set forth in Section 18(b)above is invalid or unenforceable under applicable law by reason of the geographic or temporal scope of such provision or the extent of any restriction imposed thereby, then the geographic or temporal scope of such provision may be deemed modifiedby the court to reduce said geographic or temporal scope of such provision, or the extent of any unenforceable restriction, by such amount as is minimally necessary to render such provision, as so amended, not invalid or unenforceable underapplicable law. The parties further acknowledge their intention that this Agreement shall be enforceable to the fullest extent permitted by law. 

 

**(d)** Section 18(b) shall not apply and shall not be enforceable against Executive by the Corporation or any successor of the Corporation after anyChange of Control (as defined in Section 10 of this Agreement). 

 

**IN WITNESS WHEREOF**, the parties have executed this Agreement effective as of the date first above written. 

 
      
“EXECUTIVE”

ATTEST:
 
 
   
 
      
Donald L. Unger
      
MARATHON FINANCIAL
      
CORPORATION (“CORPORATION”)

ATTEST:
 
 
   
By:
 
 
        
AUTHORIZED OFFICER

 

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