Exhibit 10.6


EMPLOYMENT
AGREEMENT


THIS EMPLOYMENT AGREEMENT
(the “Employment Agreement” or the “Agreement”) is made and entered into as of
the 8th day of June, 2005 by and between CARDINAL
FINANCIAL CORPORATION, a Virginia corporation, hereinafter called the
“Corporation” or “Cardinal”, and JOHN W. FISHER,
hereinafter called the “Employee”, and provides as follows:


RECITALS


WHEREAS,
the Corporation desires to retain the services of
Employee on the terms and conditions set forth herein and, for purpose of effecting
the same, the Board of Directors of the Corporation (the “Board of Directors”)
has approved this Employment Agreement and authorized its execution and
delivery on the Corporation’s behalf to the Employee; and


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


WHEREAS,
the services of the Employee, his experience and knowledge of the affairs of
the Corporation, and his reputation and contacts in the industry are valuable
to the Corporation; and


WHEREAS,
the Corporation wishes to attract and retain such well-qualified Employees and
it is in the best interests of the Corporation and of the Employee to secure
the continued services of the Employee; and


WHEREAS,
The Employee owns 90% of the Corporation’s issued and outstanding common stock;
and


WHEREAS,
contemporaneously with the execution of this Employment Agreement the
Corporation is entering into an Amended and Restated Agreement and Plan of
Share Exchange, dated May 26, 2005, (the “Share Exchange Agreement”) with
Cardinal Financial Corporation, a Virginia corporation (“Cardinal”) pursuant to
which the Corporation will become a wholly-owned subsidiary of Cardinal (the “Share
Exchange”); and


WHEREAS,
if the Share Exchange is consummated, Employee, in his capacity as a shareholder
of the Corporation, shall receive consideration with a value of $5,940,000.00;
and


WHEREAS,   the Corporation and Employee understand and
acknowledge that the execution of this Agreement is a material inducement for
Cardinal to enter into the Share Exchange Agreement;


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











TERMS OF
AGREEMENT


Section 1.
Employment. (a)  The
Corporation and Employee agree that Employee shall be employed to perform such
services for the Corporation as may be assigned to Employee by the Corporation
from time to time upon the terms and conditions herein provided. Employee’s
services shall be rendered in an executive capacity and shall be of a type for
which Employee is suited by background and training; provided that Employee
shall serve as the President and Chief Executive Officer of Wilson/Bennett
Capital Management, Inc., a wholly-owned subsidiary of the Corporation.


(b)   References in
this Agreement to services rendered for the Corporation and compensation and
benefits payable or provided by the Corporation shall include services rendered
for and compensation and benefits payable or provided by any Affiliate. References
in this Agreement to the “Corporation” also shall mean and refer to each
Affiliate for which Employee performs services. References in this Agreement to
“Affiliate” shall mean any business entity that, directly or indirectly,
through one or more intermediaries, is controlled by the Corporation.


(c)    Employee
acknowledges that he is entering into this Agreement on his own free will and
that he has had the benefit of the advice of, and is relying solely upon,
independent counsel of his own choice.


Section 2. Term.   The
term of this Agreement shall commence on the date hereof and continue until April 30,
2008 (the “Employment Period”) unless sooner terminated under the terms of this
Agreement. Beginning on April 30, 2008 and each April 30 thereafter,
the Employment Period and this Agreement and all its terms and provisions shall
be automatically extended for one additional year, unless prior notice of
non-renewal is provided by the Corporation or Employee or employment under this
Agreement is otherwise terminated in accordance with the provisions of Section 9.


Section 3. Exclusive Service.   Employee
shall devote his best efforts and full time to rendering services on behalf of
the Corporation in furtherance of its best interests. Employee shall comply
with all policies, standards and regulations of the Corporation now or
hereafter promulgated, and shall perform his duties under this Agreement to the
best of his abilities and in accordance with standards of conduct appropriate
for the chief executive officer of a registered investment adviser.


Section 4. Cash Compensation.   (a)  As
compensation while employed hereunder, Employee shall receive a salary at the
rate of  $200,000 per year, payable twice
monthly.


(b)   For each
calendar year, or part thereof, Employee shall be entitled to a bonus equal to
10% of the net income of Wilson/Bennett Capital Management, Inc. if such
net income does not exceed $1,000,000. If such net income exceeds $1,000,000,
Employee’s bonus shall be $100,000, plus 20% of the amount by which net income
exceeds $1,000,000.


For 2005 the bonus formula will be annualized. For
example, if the Effective Date is July 1, 2005, the bonus will be 10% of
the net income of the Corporation for the period from July 1, 2005 to December 31,
2005 if such net income doe not exceed $500,000. If such net income exceeds
$500,000, the bonus shall be $50,000, plus 20% of the amount by which net
income exceeds $500,000.


If this Agreement terminates during a year for any
reason other than Cause or resignation without Good Reason, the bonus for the
year will be annualized. For example, if this Agreement terminates on July 1
of a year, the bonus will be 10% of the net income of the Corporation for the
period from January 1, through June 30 if such net income does not
exceed $500,000. If such net income exceeds $500,000, the bonus shall be
$50,000, plus 20% of the amount by which net income exceeds $500,000.


In 2005 annualization shall be based on the ratio of
the number of days from the Effective Date to the end of the year to the number
of days in the year. In the year Employee’s employment terminates, 



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annualization shall be
based on the ratio of the number of days in the year before the Date of
Termination to the number of days in the year.


For purposes of
this Section 4(b), net income shall be computed according to generally
accepted accounting principles, consistently applied, but without deduction for
income taxes, amortization of intangible assets or allocations of indirect
overhead. For purposes of the Agreement, “indirect overhead” will include expenses paid or
incurred by Cardinal or its Affiliates that are allocated to the income
statement of the Corporation by Cardinal and that did not cause Cardinal to
incur any incremental cost. This includes, but is not limited to, advertising
costs, insurance costs, and officers’ salaries that are allocated to the
Corporation but which would have been incurred irrespective of whether Cardinal
owned the Corporation. However, if a Cardinal expense is greater in
amount due to its ownership of the Corporation, then such incremental
cost may be deemed direct overhead for purposes of the Agreement.


(c)    The
Corporation shall withhold state and federal income taxes, social security
taxes and such other payroll deductions as may from time to time be required by
law or agreed upon in writing by Employee and the Corporation. The Corporation
shall also withhold and remit to the proper party any amounts agreed to in
writing by the Corporation and the Employee for participation in any corporate
sponsored benefit plans in which Employee is a participant and for which a
contribution is required.


(d)   Except as
otherwise expressly set forth hereunder, no compensation shall be paid pursuant
to this Agreement in respect of any month or portion thereof subsequent to any
termination of Employee’s employment by the Corporation.


Section 5. Corporate Benefit Plans.   Employee
shall be entitled to participate in or become a participant in any employee
benefit plan maintained by the Corporation for which he is or will become
eligible on such terms as the Board of Directors may, in its discretion,
establish, modify or otherwise change. On and after the effective date of the
Share Exchange, Employee shall be entitled to participate in the Cardinal
plans, as set forth in Section 5.1 of the Share Exchange Agreement. Notwithstanding
the above, Employee will not be eligible to participate in the Cardinal Bank
Deferred Compensation Plan. However on or after the Effective Date, he will be
eligible to participate in an executive deferred compensation plan that is
materially equivalent to the George Mason Mortgage, LLC Executive Deferred
Compensation Plan.


Section 6. Expense Account.   The
Corporation shall reimburse Employee for reasonable and customary business
expenses incurred in the conduct of the Corporation’s business. Such expenses
will include business meals, out-of-town lodging and travel expenses. In no
event will there be reimbursement for items which are not reimbursable under
Corporation policy. Employee agrees to timely submit records and receipts of
reimbursable items and agrees that the Corporation can adopt reasonable rules and
policies regarding such reimbursement. The Corporation agrees to make prompt
payment to the Employee following receipt and verification of such reports.


Section 7. Personal and Sick Leave.   Employee
shall be entitled to the same personal and sick leave as the Board of Directors
may from time to time designate for all full-time employees of the Corporation.


Section 8. Vacations.   Employee
shall be entitled to four (4) weeks of vacation leave each year, which
shall be taken at such time or times as may be approved by the Corporation and
during which Employee’s compensation hereunder shall continue to be paid.


Section 9. Termination.   (a) 
Notwithstanding the termination of Employee’s employment pursuant to any
provision of this Agreement, the parties shall be required to carry out any
provisions of this Agreement which contemplate performance by them subsequent
to such termination, including the Corporation’s obligations under Section 10
and the Employee’s obligations under Section 11. In addition, no
termination shall affect any liability or other obligation of either party
which shall have accrued prior to such 



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termination,
including, but not limited to, any liability, loss or damage on account of
breach. No termination of employment shall terminate the obligation of the
Corporation to make payments of any vested benefits provided hereunder or the
obligations of the Employee under Sections 11 and 12.


(b)   This
Agreement shall terminate upon death of the Employee. The Corporation may
terminate Employee’s employment under this Agreement, after having established
the Employee’s disability by giving to the Employee written notice of its
intention to terminate his employment for disability, and his employment with
the Corporation shall terminate effective on the 90th day after receipt of such
notice (the “Disability Effective Date”) if within 90 days after such receipt
the Employee shall fail to return to the full-time performance of the essential
functions of his position (and if the Employee’s disability has been
established pursuant to the definition of “disability” set forth below). For
purposes of this Agreement, “disability” means either (i) disability which
after the expiration of more than 13 consecutive weeks after its commencement
is determined to be total and permanent by a physician selected and paid for by
the Corporation or its insurers, and acceptable to the Employee or his legal
representative, which consent shall not be unreasonably withheld, or (ii) disability
as defined in the policy of disability insurance maintained by the Corporation
for the benefit of the Employee, whichever shall be more favorable to the
Employee. Notwithstanding any other provision of this Agreement, the
Corporation shall comply with all requirements of the Americans with
Disabilities Act, 42 U.S.C. § 12101 et.  seq.


(c)    The
Corporation may terminate the Employee’s employment, in its sole discretion at
any time during the Employment Period, with or without “Cause.”


(d)   The
Employee’s employment may be terminated by the Employee, in the Employee’s sole
discretion at any time during the Employment Period, with or without “Good
Reason.”


(e)    For
purposes of this Agreement,


(i)    “Cause”
shall mean the Employee’s:


(A)  continued
willful failure, without Cure (as defined below), to perform substantially the
Employee’s duties with the Corporation (other than any such failure resulting
from incapacity due to physical or mental illness);


(B)  acts or
conduct involving embezzlement, theft, larceny, fraud, or any other material
acts of dishonesty by the Employee in the performance of the Employee’s duties;


(C)  conviction
of, or entrance of a plea of guilty or nolo contendere to, a felony or any
crime by the Employee involving moral turpitude which crime of moral turpitude
is demonstrably injurious to the Corporation or client relationships;


(D)  acts or
conduct which result in the Employee becoming subject to an order of a
governmental agency or other regulatory body which prevents or materially
restricts the Employee in performing the Employee’s duties hereunder;


(E)  reporting to
work under the influence of alcohol, narcotics or unlawful controlled
substances, or any other material violation, without Cure (to the extent such
other material violation is capable of Cure), of any Corporation employment
policy or procedure or any other material violation of the Corporation’s
employment policy or procedure which has the potential to subject the
Corporation to legal liability;


(F)   conduct
that is demonstrably and materially injurious to the Corporation without Cure
(to the extent such conduct is capable of Cure); or


(G)  breach of
any of the provisions of Section 11 of this Agreement.



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(ii)   “Cure”
shall mean, following the giving of notice of Cause or Good Reason, the
Employee or the Corporation, as the case may be, shall have cured the Cause or
Good Reason within thirty (30) days of such notice having been given.


(iii)  “Good
Reason” shall mean a termination by Employee resulting from a material breach
by the Corporation of a material obligation of the Corporation under this
Agreement without Cure. A breach described in this clause shall include, but
not be limited to:


(A)  a
detrimental alteration or failure to comply with the terms of the Employee’s
employment as they relate to the Employee’s position, responsibilities,
reporting and duties, or the compensation and benefit arrangements applicable
to the Employee;


(B)  the failure
of the Corporation to obtain an agreement reasonably satisfactory to the
Employee from any successor of the Corporation to assume and agree to perform
this Agreement, as contemplated in Section 13(b) hereof; or


(C)  any
termination of the Employee’s employment which is not effected pursuant to the
terms of this Agreement.


(f)    Any
termination by the Corporation with or without Cause, or by the Employee with
or without Good Reason, shall be communicated by Notice of Termination to the
other party hereto in accordance with this Section and Section 16 of
this Agreement. For purposes of this Agreement, a “Notice of Termination” means
a written notice which (i) indicates the specific termination provision in
this Agreement relied upon, and (ii) to the extent applicable, sets forth
in reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Employee’s employment under the provision so indicated. The
failure by the Employee or the Corporation to set forth in the Notice of
Termination any fact or circumstance which contributes to a showing of Good Reason
or Cause shall not waive any right of the Employee or the Corporation hereunder
or preclude the Employee or the Corporation from asserting such fact or
circumstance in enforcing the Employee’s or the Corporation’s rights hereunder.


(g)    “Date of
Termination” means if the Employee’s employment is terminated (i) by the
Corporation for Cause or by the Employee for Good Reason, the date that is one
day after the last day of the cure period, if any, (ii) by the Corporation
other than for Cause or Disability, or by the Employee without Good Reason, the
date that is 30 days after the date on which the Corporation or the Employee
notifies the Employee or the Corporation, as applicable, of such termination,
and (iii) by reason of death or disability, the date of death of the
Employee or the Disability Effective Date, as the case may be.


Section 10.   Obligations of the Corporation upon Termination.


(a)    If, during
the Employment Period, the Corporation shall terminate the Employee’s
employment other than for Cause, death or disability or the Employee shall
terminate employment for Good Reason, then the Corporation shall pay to the
Employee each month for 12 months one-twelfth of the Employee’s annual salary,
and the amounts set forth below:


(i)    To the
extent not theretofore paid, the Employee’s accrued salary through the Date of
Termination, any bonus for a prior year that remains unpaid; and


(ii)   The
Employee’s bonus for the year in which his employment terminates calculated
according to Section 4(b).


(b)   If, during
the Employment Period, the Corporation shall terminate the Employee’s
employment for Cause or the Employee shall terminate his employment without
Good Reason, then the Corporation shall have no further obligation to the
Employee; provided the Corporation shall pay 



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to the Employee, to the
extent not theretofore paid, the Employee’s accrued salary through the Date of
Termination and any bonus for the prior year that remains unpaid; and, provided
further, in order that Section 11(c) shall apply for twelve (12) months
following a termination of employment for cause or a resignation by Employee
without Good Reason, the Corporation may, at its option, pay to the Employee
the same amounts at the same times as set forth in Section 10(a).


(c)    If, during
the Employment Period, the Employee is terminated due to disability, as defined
in Section 9(b) hereof, then the Corporation shall pay to the
Employee in a lump sum in cash within 30 days after the Date of Termination to
the extent not theretofore paid, the Employee’s accrued salary through the Date
of Termination and any bonus for a prior year that remains unpaid.


(d)   If, during
the Employment Period, the Employee shall die, then the Corporation shall pay
to the Employee’s personal representative in a lump sum in cash within 30 days
after the Date of Termination to the extent not theretofore paid, the Employee’s
accrued salary through the Date of Termination and any bonus for a prior year
that remains unpaid.


(e)    Notwithstanding
anything in this Agreement to the contrary, if Employee breaches Section 11,
Employee will not thereafter be entitled to receive any further compensation or
benefits pursuant to this Section 10. All
payments to Employee pursuant to Sections 10(a)(ii) and 10(b)(ii) shall
be solely in exchange for Employee’s covenants and agreements set forth in Section 11
and shall not be deemed to be severance payments.


(f)(1)    If
Employee resigns for any reason within three months after a Change of Control
shall have occurred, or within three months of the date that Bernard H.
Clineburg ceases to serve as the Corporation’s chief executive officer, then on
or before Employee’s last day of employment with the Corporation, the
Corporation shall pay to Employee as compensation for services rendered to the
Corporation a cash amount (subject to any applicable payroll or other taxes
required to be withheld) equal to one hundred fifty percent (150%) of the sum
of the payments received by him under Sections 4(a) and 4(b) in the
12 months that precede the Date of Termination. The cash amount required to be
paid hereby shall be paid by the Corporation in equal monthly installments over
the eighteen (18) months succeeding the date of termination, payable on the
first day of each such month. Payment under this Section 8(f)(1) shall
be in lieu of any amount that is or might be due under Section 10(a).


(2)   For
purposes of this Agreement, a Change of Control occurs if, after the date of
this Agreement, (i) any person, including a “group” as defined in Section 13(d)(3) of
the Securities Exchange Act of 1934, becomes the owner or beneficial owner of
Corporation or Cardinal securities having 50% or more of the combined voting
power of the then outstanding Corporation or Cardinal securities that may be
cast for the election of the Corporation’s or Cardinal’s directors other than
as a result of an issuance of securities initiated by the Corporation’s or
Cardinal’s directors, or open market purchases 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 or exchange
offer, a share exchange or other business combination, a sale of assets, a
contested election of directors, or any combination of these events, the
persons who were directors of the Corporation or Cardinal  before such events cease to constitute a
majority of the Corporation’s or Cardinal’s Board, or any successor’s board,
within two years of the last of such transactions. For purposes of this
Agreement, a Change of Control occurs on the date on which an event described
in (i) or (ii) occurs. If a Change of Control occurs on account of a
series of transactions or events, the Change of Control occurs on the date of
the last of such transactions or events.


(3)   It is the
intention of the parties that no payment be made or benefit provided to
Employee pursuant to this Agreement that would constitute an “excess parachute
payment” within the meaning of Section 280G of the Code and any
regulations thereunder, thereby resulting in a loss of an income 



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tax deduction by the
Corporation or the imposition of an excise tax on Employee under Section 4999
of the Code. If the independent accountants serving as auditors of the
Corporation on the date of a Change of Control (or any other accounting firm
designated by the Corporation) determine that some or all of the payments or
benefits scheduled under this Agreement, as well as any other payments or
benefits on a Change of Control, would be nondeductible by the Company under Section 280G
of the Code, then the payments scheduled under this Agreement will be reduced
to one dollar less than the maximum amount which may be paid without causing
any such payment or benefit to be nondeductible. The determination made as to
the reduction of benefits or payments required hereunder by the independent
accountants shall be binding on the parties. Employee shall have the right to
designate within a reasonable period, which payments or benefits will be
reduced; provided, however that if no direction is received from Employee, the
Corporation shall implement the reductions in its discretion.


Section 11.   Confidentiality/Nondisclosure/Noncompetition/Nonsolicitation.
(a)(i)  The Employee acknowledges:


(A)  The
Corporation’s business has been built over a period of  eleven (11) years through the efforts of
Employee; and


(B)   That all or
substantially all relationships with the Corporation’s customers are personal
to Employee; and


(C)   That it is
his intent, if the Share Exchange is consummated, that the Corporation’s
goodwill, including the value of the long term relationships he has developed
with the Corporation’s customers, shall, indirectly through its ownership of
the Corporation, become the property of Cardinal.


(ii)   By
entering into this Agreement, the Employee intends:


(A)  To induce
the Corporation and Cardinal to enter into the Share Exchange Agreement; and


(B)   To induce
Cardinal to consummate the Share Exchange.


(b)   Employee
covenants and agrees that any and all information concerning the customers,
businesses and services of the Corporation of which he has knowledge or access
as a result of his association with the Corporation in any capacity shall be
deemed confidential in nature and shall not, without the prior written consent
of the Corporation, be directly or indirectly used, disseminated, disclosed or
published by Employee to third parties other than in connection with the usual
conduct of the business of the Corporation. Such information shall expressly
include, but shall not be limited to, information concerning the Corporation’s
asset management methods, other trade secrets, business operations, business
records, customer lists or other customer information. Upon termination of
employment the Employee shall deliver to the Corporation all originals and
copies of documents, forms, records or other information, in whatever form it
may exist, concerning the Corporation or its business, customers, products or
services. In construing this provision it is agreed that it shall be
interpreted broadly so as to provide the Corporation with the maximum
protection. This Section 11(b) shall not be applicable to any
information which, through no misconduct or negligence of Employee, is
disclosed to the public by anyone other than Employee or that Employee, after
notifying the Corporation, is compelled to disclose by legal process.


(c)   During the
term of this Agreement and throughout any further period that he is an officer
or employee of the Corporation, and for a period of eighteen (18) months from
and after the date that Employee is (for any reason) no longer employed by the
Corporation or 



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for a period of eighteen
(18) months from the date of entry by a court of competent jurisdiction of a
final judgment enforcing this covenant in the event of a breach of Employee,
whichever is later, Employee covenants and agrees that he will not, directly or
indirectly, either for himself or as a principal, agent, employee, employer,
stockholder, co-partner or in any other individual or representative capacity
whatsoever provide Competitive Services (as defined in Section 11(e)) in
any state in which Employee has been licensed or registered as an investment
adviser representative or agent of the Corporation at any time within nine (9) months
of the date Employee ceases to be employed by the Corporation. Notwithstanding
the foregoing, this Section 11(c) shall not apply during any period
after a termination of Employee’s employment in which or for which he is not
receiving compensation under Section 10.


This Section 11(c) shall
not preclude Employee from merely becoming the holder of any publicly traded
stock, provided Employee does not acquire a stock interest in excess of 5%.


(d)   While
employed by the Corporation and for eighteen (18) months after the Employee’s
termination of employment with the Corporation for any reason, the Employee
will not, directly or indirectly, on behalf of the Employee or any other person
or entity, solicit or induce, or attempt to solicit or induce, any person
employed by the Corporation during the two-year period immediately prior to the
Employee’s termination, to terminate his or her relationship with the
Corporation and/or to enter into an employment or agency relationship with the
Employee or with any other person or entity with whom the Employee is
affiliated.


(e)   While
employed by the Corporation and for eighteen (18) months after the Employee’s
termination of employment with the Corporation for any reason, the Employee
will not, except to the extent necessary to carry out his duties as an employee
of the Corporation, directly or indirectly provide Competitive Services (as
defined below) to any Customer (as defined below), directly or indirectly, on
behalf of the Employee or any other person or entity, or solicit or divert away
or attempt to solicit or divert away any Customer of the Corporation for the
purpose of selling or providing Competitive Services, provided the Corporation
is then still engaged in the sale or provision of Competitive Services.


(f)(1)  For
purposes of this Agreement, the term “Customer” means any individual or entity
to whom or to which the Corporation provided Competitive Services within two
years of Employee’s Date of Termination (or, within one year of the Date of
Termination, the Corporation had identified as a prospect for the provision of
Competitive Services, and with whom or with which the Employee had, alone or in
conjunction with others, material contact) during the year immediately prior to
the Date of Termination.


(2)   For
purposes of this Agreement, the Employee shall have had material contact with a
person or entity if (i) the Employee had direct business dealings with the
person or entity on behalf of the Corporation; (ii) the Employee was
responsible for supervising or coordinating the business dealings between the
person or entity and the Corporation; (iii) the Employee was responsible
for supervising or coordinating the identification of such person or entity as
a prospective Customer of the Corporation; or (iv) the Employee obtained
trade secrets or confidential information about the person or entity as a
direct result of the Employee’s business involvement with the person or entity
on behalf of the Corporation.


(3)   For
purposes of this Agreement, “Competitive Services” shall mean acting as an
investment adviser, investment adviser agent or representative, trust officer
or employee or in any other capacity advising others, directly or indirectly,
for compensation, as to the value of securities or as to the advisability of
investing in, purchasing or selling securities. 



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Notwithstanding the
foregoing, the word “securities” as used in this Section 11(f)(3) shall
not include equity securities that are not registered under the Securities
Exchange Act of 1934, unless on or within nine (9) months prior to the
Date of Termination, the Corporation has advised others, directly or
indirectly, for compensation, as to the value of such securities or as to the
advisability of investing in, purchasing or selling such securities as part of
a portfolio of investments.


(g)   The
Employee agrees that the covenants in this Section 11 are reasonably
necessary to protect the legitimate interests of the Corporation, are
reasonable with respect to time and territory and do not interfere with the
interests of the public. The Employee further agrees that the descriptions of
the covenants contained in this Section 11 are sufficiently accurate and
definite to inform the Employee of the scope of the covenants. Finally, the
Employee agrees that the consideration set forth in the Share Exchange
Agreement and in this Agreement is full, fair and adequate to support the
Employee’s obligations hereunder and the Corporation’s rights hereunder before
and after the effective date of the Share Exchange. The Employee acknowledges
that in the event the Employee’s employment with the Corporation is terminated
for any reason, the Employee will be able to earn a livelihood without
violating such covenants.


(h)   The parties
have attempted to limit the Employee’s right to compete only to the extent
necessary to protect the Corporation from unfair competition. The parties
recognize, however, that reasonable people may differ in making such a
determination. Accordingly, the parties intend that the covenants contained in
this Section 11 and the
subparts thereof to be completely severable and
independent, and any invalidity or unenforceability of any one or more such
covenants will not render invalid or unenforceable any one or more of the other
covenants. The parties further agree that, if the scope or enforceability of a
covenant contained in this Section 11 or a subpart thereof is in any way
disputed at any time, a court or other trier of fact may modify and reform such
provision to substitute such other terms as are reasonable to protect the
Corporation’s legitimate business interests.


(i)    In the
event Employee shall desire to engage in any activity which Employee believes
could breach the covenants in this Section 11, Employee may give notice of
such desired activity to the Corporation, and the Corporation shall advise
Employee in writing, within thirty (30) days following receipt of such notice,
of its determination as to whether the proposed activity is permissible
hereunder, or whether the Corporation is willing to permit such activity even
if the Corporation believes such activity is not permissible hereunder.


(j)    The
parties intend that the covenants and restrictions in this Section 11 be
enforceable against Employee regardless of the reason that his employment by
the Corporation may terminate and that such covenants and restrictions shall be
enforceable against Employee even if this Agreement expires after a notice of
non-renewal given by Employee or the Corporation under Section 2.


Section 12.   Injunctive Relief, Damages, Etc. The Employee agrees that,
given the nature of the positions held by Employee with the Corporation, each
and every one of the covenants and restrictions set forth in Section 11
above are reasonable in scope, length of time and geographic area and are
necessary for the protection of the significant investment of the Corporation
in developing, maintaining and expanding its business. Accordingly, the parties
hereto agree that in the event of any breach by Employee of any of the
provisions of Section 11 that monetary damages alone will not adequately
compensate the Corporation for its losses and, therefore, that it shall be
entitled to any and all legal or equitable relief available to it, specifically
including, but not limited to, injunctive relief, and the Employee shall be
liable for all damages, including actual and consequential damages, costs and
expenses, including legal costs and actual attorneys’ 



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fees, incurred by the
Corporation as a result of taking action to enforce, or recover for any breach
of, Section 11, or incidental to a declaratory judgment action filed by
Employee in which the Company is the prevailing party. The covenants contained
in Section 11 shall be construed and interpreted in any judicial
proceeding to permit their enforcement to the maximum extent permitted by law.


Section 13.   Binding Effect/Successors.   (a) 
This Employment Agreement shall be binding upon and inure to the benefit of the
Corporation and Employee and their respective heirs, legal representatives,
executors, administrators, successors and assigns. Neither this Agreement, nor
any of the rights hereunder, shall be assignable by the Employee or any
beneficiary or beneficiaries designated by the Employee.


(b)   The
Corporation will require any successor (whether direct or indirect, by
purchase, Share Exchange, 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 Employee, to expressly
assume and agree to perform this Agreement 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 and shall entitle the Employee
to the compensation described in Section 10(a).


Section 14.   Governing Law.   This Employment
Agreement shall be subject to and construed in accordance with the laws of
Virginia.


Section 15.   Invalid Provisions.
The invalidity or unenforceability of any provision of this Agreement
shall not 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 valid and enforceable to the fullest extent permitted by
law without invalidating or affecting the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.


Section 16.   Notices.   Any and all
notices, designations, consents, offers, acceptance or other communications
provided for herein shall be given in writing and shall be deemed properly
delivered if delivered in person or by registered or certified mail, return
receipt requested, addressed in the case of the Corporation to its registered
office or in the case of Employee to his last known address.


Section 17.   Litigation.   If litigation shall
be brought to challenge, enforce or interpret any provision of this Agreement,
and such litigation ends with judgment against a party, that party shall
indemnify the other for one-half of its reasonable attorneys’ fees and
disbursements incurred in such litigation.


Section 18.   Entire Agreement.


(a)    This
Employment Agreement constitutes the entire agreement among the parties with
respect to the subject matter hereof and supersedes any and all other
agreements, either oral or in writing, among the parties hereto with respect to
the subject matter hereof.


(b)   This
Employment Agreement may be executed in one or more counterparts, each of which
shall be considered an original copy of this Agreement, but all of which
together shall evidence only one agreement.


Section 19.   Amendment and Waiver.   This
Employment Agreement may not be amended except in accordance with the
Shareholder Agreement  by an instrument
in writing signed by or on behalf of each of the parties hereto. No provision
of this Agreement may be waived, except in accordance with the Shareholder
Agreement. Any such waiver shall be in writing, signed by the Employee and on
behalf of the Corporation by such officer as may be specifically designated by
the Board of Directors. No waiver by either party hereto at any time of 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
any similar or dissimilar provision or conditions at the same or at any prior
or subsequent time


Section 20.   Captions.   The captions used
in this Employment Agreement are intended for descriptive and reference
purposes only and are not intended to affect the meaning of any Section hereunder.


IN WITNESS WHEREOF, the
Corporation has caused this Employment Agreement to be signed by its duly
authorized officer and Employee has hereunto set his hand and seal on the day
and year first above written.




	
  

  	
  CARDINAL
  FINANCIAL CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title: Executive
  Vice President

  
	
  ATTEST:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE

  
	
   

  	
   

  	
  (SEAL)

  
	
   

  	
  John W. Fisher

  
				






 



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