Exhibit 10.1


 


CARDINAL FINANCIAL CORPORATION


 


Executive Deferred Income Plan


 


Effective January 1, 2005


 


Amended and Restated Effective October 21,
2008


 

















 


Cardinal
Financial Corporation


Executive
Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


TABLE OF
CONTENTS


 


	
  ARTICLE I

  	
  INTRODUCTION

  	
  1

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  Name

  	
  1

  
	
  1.2

  	
  Purpose

  	
  1

  
	
  1.3

  	
  Interpretation

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  DEFINITIONS

  	
  2

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  Generally

  	
  2

  
	
  2.2

  	
  Account

  	
  2

  
	
  2.3

  	
  Balance

  	
  2

  
	
  2.4

  	
  Board of
  Directors

  	
  3

  
	
  2.5

  	
  Change of
  Control

  	
  3

  
	
  2.6

  	
  Code

  	
  3

  
	
  2.7

  	
  Committee

  	
  3

  
	
  2.8

  	
  Company

  	
  3

  
	
  2.9

  	
  Compensation

  	
  3

  
	
  2.10

  	
  Contributions

  	
  3

  
	
  2.11

  	
  Custodian

  	
  4

  
	
  2.12

  	
  Deemed
  Earnings

  	
  4

  
	
  2.13

  	
  Deemed
  Crediting Options

  	
  4

  
	
  2.14

  	
  Deferral
  Election Form

  	
  4

  
	
  2.15

  	
  Designated
  Beneficiary

  	
  4

  
	
  2.16

  	
  Disability

  	
  5

  
	
  2.17

  	
  Eligible
  Employee

  	
  5

  
	
  2.18

  	
  Employee

  	
  5

  
	
  2.19

  	
  ERISA

  	
  5

  
	
  2.20

  	
  Key Employee

  	
  5

  
	
  2.21

  	
  Leave of
  Absence

  	
  5

  
	
  2.22

  	
  Matching
  Contribution

  	
  6

  
	
  2.23

  	
  Matching
  Contribution Account

  	
  6

  
	
  2.24

  	
  Participant

  	
  6

  
	
  2.25

  	
  Participant
  Deferral

  	
  6

  
	
  2.26

  	
  Participant
  Deferral Account

  	
  6

  
	
  2.27

  	
  Performance
  Based Compensation

  	
  6

  
	
  2.28

  	
  Plan Year

  	
  7

  
	
  2.29

  	
  Retirement

  	
  7

  
	
  2.30

  	
  Separation
  from Service

  	
  7

  
	
  2.31

  	
  Unforeseeable
  Emergency

  	
  7

  
	
  2.32

  	
  Valuation
  Date

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  ELIGIBILITY & PARTICIPATION

  	
  7

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Eligibility
  Requirements

  	
  7

  
				



 


i

















 


Cardinal
Financial Corporation


Executive
Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


	
  3.2

  	
  Participation

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  ELECTIONS, DEFERRALS & MATCHING CONTRIBUITONS

  	
  8

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Participant
  Election to Defer Compensation

  	
  8

  
	
  4.2

  	
  Irrevocability,
  New Participants

  	
  9

  
	
  4.3

  	
  Matching
  Contributions

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  ACCOUNTS & ACCOUNT CREDITING

  	
  9

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  Establishment
  of a Participant’s Account

  	
  9

  
	
  5.2

  	
  Deemed
  Crediting Options

  	
  10

  
	
  5.3

  	
  Allocation
  of Account Among Deemed Crediting Options

  	
  11

  
	
  5.4

  	
  Valuation
  and Risk of Decrease in Value

  	
  11

  
	
  5.5

  	
  Limited
  Function of Committee

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  VESTING

  	
  12

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  Vesting of
  Participant Deferrals

  	
  12

  
	
  6.2

  	
  Vesting of
  Matching Contributions

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  DISTRIBUTIONS

  	
  12

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  Distributions
  Generally

  	
  12

  
	
  7.2

  	
  Distributions

  	
  12

  
	
  7.3

  	
  Timing and
  Method of Payment Not Specified in Section 7.2

  	
  14

  
	
  7.4

  	
  Distributions
  Resulting from Unforeseeable Emergency

  	
  16

  
	
  7.5

  	
  Distributions
  of Small Accounts

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  ADMINISTRATION & CLAIMS PROCEDURES

  	
  17

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  Duties of
  the Committee

  	
  17

  
	
  8.2

  	
  Organization
  of the Committee

  	
  17

  
	
  8.3

  	
  Limitation
  of Liability

  	
  18

  
	
  8.4

  	
  Committee
  Reliance on Records and Reports

  	
  18

  
	
  8.5

  	
  Costs of the
  Plan

  	
  18

  
	
  8.6

  	
  Claims
  Procedure

  	
  19

  
	
  8.7

  	
  Litigation

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  AMENDMENT, TERMINATION & REORGANIZATION

  	
  20

  
	
   

  	
   

  	
   

  
	
  9.1

  	
  Amendment

  	
  20

  
	
  9.2

  	
  Amendment
  Required By Law

  	
  20

  
	
  9.3

  	
  Termination

  	
  21

  
	
  9.4

  	
  Consolidation/Merger

  	
  21

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
  GENERAL PROVISIONS

  	
  21

  
	
   

  	
   

  	
   

  
	
  10.1

  	
  Applicable
  Law

  	
  21

  
	
  10.2

  	
  Benefits Not
  Transferable or Assignable

  	
  21

  
	
  10.3

  	
  Not an
  Employment Contract

  	
  22

  
	
  10.4

  	
  Notices

  	
  22

  
	
  10.5

  	
  Severability

  	
  23

  
				



 


ii

















 


Cardinal
Financial Corporation


Executive
Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


	
  10.6

  	
  Participant
  is General Creditor with No Rights to Assets

  	
  23

  
	
  10.7

  	
  No Trust
  Relationship Created

  	
  24

  
	
  10.8

  	
  Limitations
  on Liability of the Company

  	
  25

  
	
  10.9

  	
  Plan
  Establishes Agreement Between Employer and Participant Only

  	
  25

  
	
  10.10

  	
  Independence
  of Benefits

  	
  25

  
	
  10.11

  	
  Unclaimed
  Property

  	
  25

  
	
  10.12

  	
  Required Tax
  Withholding and Reporting

  	
  26

  



 


iii

















 


Cardinal
Financial Corporation


Executive
Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


ARTICLE I


INTRODUCTION


 


1.1                               Name


 


The name of this Plan is the Cardinal Financial Corporation Executive
Deferred Income Plan (the Plan). The Plan was adopted effective January 1,
2005. The Plan was amended and restated effective April 21, 2006, and
further amended and restated as set forth herein effective October 21,
2008.


 


1.2                               Purpose


 


The purpose of the Plan is to offer Participants the opportunity to
defer voluntarily current Compensation for retirement income and other
significant future financial needs for themselves, their families and other
dependents, and to provide the Company, if appropriate, a vehicle to address
limitations on its contributions under any tax-qualified defined contribution
plan. This Plan is intended to be a nonqualified “top-hat” plan; that is, an
unfunded plan of deferred compensation maintained for a select group of
management or highly compensated employees pursuant to Sections 201(2),
301(a)(3), and 401(a)(1) of ERISA, and an unfunded plan of deferred
compensation under the Code.


 


1.3                               Interpretation


 


A.                                   Throughout
the Plan, certain words and phrases have meanings, which are specifically
defined for purposes of the Plan. These words and phrases can be identified in
that the first letter of the word or words in the phrase is capitalized. The
definitions of these words and phrases are set forth in Article II and
elsewhere in the Plan document. Wherever appropriate, pronouns of any gender
shall be deemed synonymous, as shall singular and plural pronouns. Headings of
Articles and Sections are for convenience or reference only, and are not to be
considered in the construction or interpretation of the Plan. The Plan shall be
interpreted and administered to give effect to its purpose in Section 1.2
and to qualify as a nonqualified, unfunded plan of deferred compensation.


 


B.                                     Any
benefit, payment or other right provided by the Plan shall be provided or made
in a manner, and at such time, in such form and subject to such election
procedures (if any), as complies with the applicable requirements of Code section
409A to avoid a plan failure described in Code section 409A(a)(1), including
without limitation, deferring payment until the occurrence of a specified
payment event described in Code section 409A(a)(2). Notwithstanding any other
provision hereof or document pertaining hereto, the Plan shall be construed,
interpreted and administered to meet the applicable requirements of Code
section 409A and Treasury Regulations thereunder to avoid a plan failure
described in Code section 409A(a)(1).


 

















 


Cardinal Financial
Corporation


Executive
Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


C.                                     It
is specifically intended that all elections, consents and modifications thereto
under the Plan will comply with the requirements of Code section 409A (including
any transition or grandfather rules thereunder). The Company is authorized
to adopt rules or regulations deemed necessary or appropriate in
connection therewith to anticipate and/or comply the requirements of Code
section 409A (including any transition or grandfather rules thereunder)
and to declare any election, consent or modification thereto void if
non-compliant with Code section 409A.


 


D.                                    Pursuant
to Section 3.02 of Internal Revenue Notice 2006-79 and Section 3.01(B)(1).02
of Internal Revenue Notice 2007-86 (collectively, the “Transition Relief”), the
Company shall permit Participants to modify their existing deferral elections
under the Plan to reflect new deferral elections regarding the time and form of
payment of benefits under the Plan to the extent permitted by, and in
accordance with, the Transition Relief and Section 7.4 G of the Plan.


 


ARTICLE II


DEFINITIONS


 


2.1                               Generally


 


Certain words and phrases are defined when first used in later
paragraphs of this Plan. Unless the context clearly indicates otherwise, the
following words and phrases when used in this Plan shall have the following
respective meanings:


 


2.2                               Account


 


“Account” shall mean the interest of a Participant in the Plan as
represented by the hypothetical bookkeeping entries kept by the Company for
each Participant. Each Participant’s interest may be divided into one or more
separate accounts or sub-accounts, including the Participant Deferral Account
and the Matching Contribution Account, which reflect not only the Contributions
into the Plan, but also gains and losses, and income and expenses allocated
thereto, as well as distributions or any other withdrawals. The value of these
accounts or sub-accounts shall be determined as of the applicable Valuation
Date. The existence of an account or bookkeeping entries for a Participant (or
his Designated Beneficiary) does not create, suggest or imply that a
Participant, Designated Beneficiary, or other person claiming through them
under this Plan, has a beneficial interest in any asset of the Company.


 


2.3                               Balance


 


“Balance” shall mean the total of Contributions and Deemed Earnings
credited to a Participant’s Account under Article V, as adjusted for
distributions or other withdrawals in accordance with the terms of this Plan
and the standard bookkeeping rules established by the Company.


 


2

















 


Cardinal
Financial Corporation


Executive
Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


2.4                               Board
of Directors


 


“Board of Directors” or “Board” shall mean the Board of Directors of
the Company.


 


2.5                               Change
of Control


 


“Change of Control” shall mean (i) the date that any one person,
or more than one person, acting as a group, acquires ownership of stock of the
Company that, together with stock held by such person or group constitutes more
than 50% of the total fair market value or total voting power of the stock of
the Company; or (ii) the date that any one person, or more than one
person, acting as a group, acquires assets from the Company that have a total
gross fair market value equal to or more than 50% of the total gross fair
market value of all the assets of the Company immediately before such
acquisition. This definition shall be interpreted in a manner that is
consistent with Treasury Regulation section 1.409A-3(i)(5).


 


2.6                               Code


 


“Code” shall mean the Internal Revenue Code of 1986 and Treasury
Regulations thereunder, as amended from time to time.


 


2.7                               Committee


 


“Committee” shall mean the Compensation Committee of the Company’s
Board of Directors, or such other committee to whom the Board or Compensation
Committee delegates the duty of determining Participant eligibility or other
administrative duties under the Plan.


 


2.8          Company


 


“Company” shall mean Cardinal Financial Corporation, its designated
subsidiaries, and any corporate successors and assigns, unless otherwise
provided herein.


 


2.9                               Compensation


 


“Compensation” shall mean the base or regular cash salary payable to an
Employee by the Company, as well as incentives or bonuses payable to an
Employee by the Company, and commissions payable to an Employee by the Company,
including any such amounts which are not includible in the Participant’s gross
income under Sections 125, 40 1(k), 402(h) or 403(b) of the Internal
Revenue Code of 1986, as amended.


 


2.10                        Contributions


 


“Contributions” shall mean the total of Participant Deferrals and
Matching Contributions pursuant to Article IV, which represent each
Participant’s credits to his Account.


 


3

















 


Cardinal
Financial Corporation


Executive
Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


2.11        Custodian


 


“Custodian” shall mean the Committee’s choice of financial institution
or designated person or persons that have charge or custody of the assets and
records of the plan and responsibility for the overall recordkeeping for the
plan participants.


 


2.12                        Deemed
Earnings


 


“Deemed Earnings” shall mean the gains and losses (realized and
unrealized), and income and expenses credited or debited to Contributions based
upon the Deemed Crediting Options in a Participant’s Account as of any
Valuation Date.


 


2.13                        Deemed
Crediting Options


 


“Deemed Crediting Options” shall mean the hypothetical options made
available to Plan Participants by the Company for the purposes of determining
the proper crediting of gains and losses, and income and expenses to each
Participant’s Account, subject to procedures and requirements established by
the Committee. A Participant may reallocate his Account among such Deemed
Crediting Options periodically at such frequency and upon such terms as the
Committee may determine from time to time.


 


2.14                        Deferral
Election Form


 


“Deferral Election Form” or “Annual Deferral Election Form” shall mean
that written agreement of a Participant. The Deferral Election Form shall
be in such form or forms as may be prescribed by the Committee, filed annually
with the Company, according to procedures and at such times as established by
the Committee. Among other information the Committee may require of the
Participant for proper administration of the Plan, such agreement shall
establish the Participant’s election to defer Compensation for a Plan Year
under the Plan; the amount of the deferral into the Plan for the Plan Year; the
Participant’s elections as to distribution of his Account; the allocation of
his Accounts among the Deemed Crediting Options provided under the Plan; and
the Designated Beneficiary. “Deferral Election Form” shall also include a form
on which special elections are made pursuant to the Transition Relief under
Code Section 409A during 2008.


 


2.15                        Designated
Beneficiary


 


“Designated Beneficiary” or “Beneficiary” shall mean the person,
persons or trust specifically named to be a direct or contingent recipient of
all or a portion of a Participant’s benefits under the Plan in the event of the
Participant’s death prior to the distribution of his full Account Balance. Such
designation of a recipient or recipients may be made and amended, at the
Participant’s discretion, on the Deferral Election Form and according to
procedures established by the Committee. No beneficiary designation or change
of Beneficiary shall become effective until received and acknowledged by the
Committee. In the event a Participant does not have a beneficiary properly
designated, the beneficiary under this Plan shall be the Participant’s estate.


 


4

















 


Cardinal
Financial Corporation


Executive
Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


2.16                        Disability


 


“Disability” shall mean that a Participant (i) is unable to engage
in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can
be expected to last for a continuous period of not less than twelve months, or (ii) is,
by reason of any medically determinable physical or mental impairment which can
be expected to result in death or can be expected to last for a continuous
period of not less than twelve months, receiving income replacement benefits
for a period of not less than three months under an accident and health plan
covering employees of the Participant’s Company.


 


2.17                        Eligible
Employee


 


“Eligible Employee” shall mean a person who (for any Plan Year or
portion thereof) is: (1) an Employee of the Company; (2) a member of
a select group of management or a highly compensated employee of the Company;
and (3) selected by the Committee to participate in the Plan.


 


2.18                        Employee


 


“Employee” shall mean a full time common law employee of the Company.


 


2.19                        ERISA


 


“ERISA” shall mean the Employee Retirement Income Security Act of 1974,
as amended from time to time.


 


2.20                        Key
Employee


 


“Key Employee” shall mean a Participant who, as of December 31 of
a given year, meets the requirements of Code section 416(i)(1)(A)(i), (ii), or (iii) applied
in accordance with the regulations thereunder and disregarding Code section
416(i)(5). A Participant who meets the criteria set forth in the preceding
sentence will be considered a Key Employee for purposes of the Plan for the
12-month period commencing on the next following April 1. In general, a
Participant will meet these criteria if he or she is (i) one of the
top-fifty most highly compensated officers with annual compensation in excess
of $130,000 (as adjusted from time to time by Treasury regulations); (ii) a
five percent owner of the Company; or (iii) a one percent owner of the
Company with annual compensation in excess of $150,000 (as adjusted from time
to time by Treasury Regulations).


 


2.21                        Leave
of Absence


 


“Leave of Absence” shall mean a period of time, not to exceed twelve
(12) consecutive calendar months during which time a Participant shall not be
an active Employee of the Company, but shall be treated for purposes of this
Plan as in continuous service with the Company. A Leave of 


 


5

















 


Cardinal
Financial Corporation


Executive
Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


Absence may be either paid or unpaid, but must be agreed to in writing
by both the Company and the Participant. A Leave of Absence that continues
beyond the twelve (12) consecutive months shall be treated as a Separation from
Service as of the first business day of the thirteenth month for purposes of
the Plan. Notwithstanding the foregoing, for a Leave of Absence that exceeds
six (6) months, if the Participant is not guaranteed a right to
reemployment by statute or contract, the Leave of Absence shall be treated as a
Separation from Service on the first date immediately following the six
(6)-month period.


 


2.22                        Matching
Contribution


 


“Matching Contribution” shall mean an amount credited to a Participant’s
Account in accordance with Section 4.4.


 


2.23                        Matching
Contribution Account


 


“Matching Contribution Account” shall mean that portion of a
Participant’s Account established to record Matching Contributions on behalf of
a Participant. Matching Contributions shall be deemed to be invested in the
Company stock, and a Participant shall not be permitted to elect a different
Deemed Crediting Option for such Matching Contributions.


 


2.24                        Participant


 


“Participant” shall mean an Eligible Employee who participates in the
Plan under Article III; a former Eligible Employee who has participated in
the Plan and continues to be entitled to a benefit (in the form of an
undistributed Account Balance) under the Plan, and any former Eligible Employee
who has participated in the Plan under Article III and has not yet
exceeded any Leave of Absence.


 


2.25                        Participant
Deferral


 


“Participant Deferral” shall mean voluntary Participant deferral
amounts, which could have been received currently but for the election to defer
and are credited to his Account for later distribution, subject to the terms of
the Plan.


 


2.26                        Participant
Deferral Account


 


“Participant Deferral Account” shall mean that portion of a Participant’s
Account established to record Participant Deferrals on behalf of a Participant.


 


2.27                        Performance
Based Compensation


 


“Performance-based compensation” shall mean compensation that (i) is
variable and contingent on the satisfaction of written, pre-established
organizational or individual performance criteria, where the outcome of such
criteria is substantially uncertain at the time the criteria are established; (ii) is
based on services performed over a period of at least twelve months; and (iii)


 


6
















 


Cardinal
Financial Corporation


Executive
Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


otherwise constitutes performance-based compensation within the meaning
of Treasury Regulations under Code Section 409A.


 


2.28                        Plan
Year


 


“Plan Year” shall mean the twelve (12) consecutive month period
constituting a calendar year, beginning on January 1 and ending on December 31.
However, in any partial year of the Plan that does not begin on January 1,
“Plan Year” shall also mean the remaining partial year ending on December 31.


 


2.29                        Retirement


 


“Retirement” shall mean a Participant’s actual Separation from Service
from the Company after having attained age sixty-two (62).


 


2.30                        Separation
from Service


 


“Separation from Service” shall mean a Participant’s separation from
service as an Employee with the Company within the meaning of Treasury
Regulations under Code Section 409A, other than for Death, Disability, or
Leave of Absence. A transfer of employment within and among the Company and any
member of a controlled group, as provided in Code Section 409A (d)(6),
shall not be deemed a Separation from Service.


 


2.31                        Unforeseeable
Emergency


 


“Unforeseeable emergency” shall mean a severe financial hardship to the
Participant, the Participant’s spouse, or a dependent (as defined in Section 152(a) of
the Code) of the participant, loss of the Participant’s property due to
casualty, or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant.


 


2.32                        Valuation
Date


 


“Valuation Date” shall mean each business day, or such other date(s) as
established and amended from time to time by guidelines and procedures of the
Committee in its sole and exclusive discretion.


 


ARTICLE
III


ELIGIBILITY &
PARTICIPATION


 


3.1                               Eligibility
Requirements


 


Only an Eligible Employee selected by the Committee may become a
Participant in this Plan. Moreover, a Participant shall not be permitted to
make new Participant Deferrals to the Plan, if he ceases to be an Eligible
Employee because he is no longer a member a select group of management or
highly compensated employees, or otherwise. The Committee shall notify an 


 


7

















 


Cardinal
Financial Corporation


Executive
Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


Eligible Employee of his eligibility for a Plan Year in such form as it
may determine most appropriate. Current Participants remain eligible until
notified otherwise.


 


3.2                               Participation


 


An Eligible Employee shall become a Participant in the Plan by the
completion and timely filing with and subsequent acceptance by the Committee of
the Deferral Election Form, in such form and according to the terms and
conditions established by the Committee. A Participant (or any Designated
Beneficiary who becomes entitled to a benefit under the Plan) remains a
Participant as to his Account until his Account Balance is fully distributed
under the terms of the Plan.


 


ARTICLE IV


ELECTIONS,
DEFERRALS & MATCHING CONTRIBUTIONS


 


4.1                               Participant
Election to Defer Compensation


 


A.                                   Prior
to December 31 or an earlier date set by the Committee, a Participant may
elect to defer Compensation for services to be performed in the next following
Plan Year by the execution and timely filing, and the Committee’s acceptance
of, a Deferral Election Form in such form and according to such procedures
as the Committee may prescribe from time to time. Each such Deferral Election Form shall
be effective for the Plan Year to which the Deferral Election Form pertains.


 


B.                                     Each
Participant may elect annually to have his Compensation earned during the Plan
Year reduced by a whole percentage that is not less than five percent (5%)
($2,000 minimum), and up to one hundred percent (100%), by timely filing, and
the acceptance by the Committee of, his Deferral Election Form detailing
such deferral. The amount of this Participant Deferral shall be deferred into
the Plan and credited to the Participant’s Account as provided in Article V.


 


C.                                     An
election to defer Performance-Based Compensation may be made at such time and
in such manner as the Committee may specify, but in any event not later than
six months before the end of the period of service for which it is earned.


 


D.                                    On
each such Deferral Election Form, a Participant shall indicate the amount of
his or her Participant Deferral; designate and allocate such Participant
Deferral in or among the elective distribution Account option(s); and, allocate
such Accounts among the various Deemed Crediting Options; provided, however,
that Matching Contributions and earnings thereon must remain in the Company
stock Deemed Crediting Option. Each Deferral Election Form shall also
permit a Participant to elect to receive a distribution of the portion of his
or her Account attributable to Participant Deferrals elected on that Deferral
Election Form in the event of a Change of Control. The Deferral Election Form may
also request other information, such as a Participant’s Designated Beneficiary,
as may be required or useful for the administration of the Plan.


 


8

















 


Cardinal
Financial Corporation


Executive
Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


4.2                               Irrevocability,
New Participants


 


Any Election Form delivered by a Participant shall be irrevocable
with respect to any Compensation or Performance Based Compensation covered by
the elections set forth therein after the last date for making an effective
election for such Compensation or Performance Based Compensation in accordance
with Code section 409A, or after any earlier date prescribed by the Committee. The
Committee, however, may reduce or eliminate Participant Deferrals upon granting
a Participant’s request for a distribution based upon an Unforeseeable
Emergency.


 


The initial Deferral Election Form of a new Participant shall be
filed with the Company on a date established by the Committee, but in any event
not later than 30 days following the date the Participant becomes eligible to
participate in the Plan and shall be effective only with respect to
compensation for services to be performed subsequent to the initial election
through the end of that calendar year. Such first Deferral Election Form shall
be applicable to a Participant’s Compensation beginning with the first payroll
in the month after such Form is filed and accepted by the Company.


 


4.3                               Matching
Contributions


 


The Company may, but shall not be required to, provide a deemed match,
in such amounts as it may determine from time to time, for Participant
Deferrals. Such Matching Contributions, if any, shall be credited to the
Matching Contribution Account of the Participant’s Account and shall be subject
to the vesting requirements set forth in Section 6.2. Such Matching
Contributions shall not exceed the greater of 50% of the Participant’s deferral
or $50,000 per Participant per year. Such Matching Contributions shall be
credited on the Valuation Date(s) determined by the Company in its sole
discretion.


 


ARTICLE V


ACCOUNTS &
ACCOUNT CREDITING


 


5.1                               Establishment
of a Participant’s Account


 


A.                                    Bookkeeping
Account. The Committee shall cause a deemed bookkeeping Account and
appropriate sub-accounts, based upon the primary elective distribution option(s) to
be established and maintained in the name of each Participant, according to his
annual Deferral Election Form for the Plan Year. This Account shall
reflect the amount of Participant Deferrals, Matching Contributions and Deemed
Earnings credited on behalf of each Participant under this Plan. The existence
of an account or bookkeeping entries for a Participant (or his Designated
Beneficiary) does not create, suggest or imply that a Participant, Designated
Beneficiary, or other person claiming through them under this Plan, has a
beneficial interest in any asset of the Company.


 


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Financial Corporation


Executive
Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


B.                                    Bookkeeping
Activity. Participant Deferrals shall be credited to a Participant’s
Account on the business day they would otherwise have been made available as
cash to the Participant. Matching Contributions shall be credited to a
Participant’s Account on the Valuation Date(s) the Company designates, in
its sole discretion. Deemed Earnings shall be credited or debited to each
Participant’s Account, as well as any distributions and any other withdrawals
under this Plan, as of each Valuation Date. Accounts shall continue to be
credited and debited with earnings and losses on each Valuation Date through
the first to occur of (i) the last day of the payroll period in which
Participant Separates from Service or (ii) such earlier date as
established by the Committee with respect to amounts subject to a distribution
on a Change of Control. Notwithstanding the foregoing, the portion of an
Account allocated to the Company Stock Deemed Crediting Option shall continue
to be credited and debited with earnings and losses on each Valuation Date
until such portion is fully distributed under the terms of the Plan.


 


5.2                               Deemed
Crediting Options


 


A.                                    General.
The Committee shall establish a portfolio of two or more Deemed Crediting
Options, among which a Participant may allocate amounts credited to his
Account, which are subject to Participant direction under this Plan. The
Committee reserves the right, in its sole and exclusive discretion, to
substitute, eliminate and otherwise change this portfolio of Deemed Crediting
Options, as well as the right to establish rules and procedures for the selection
and offering of these Deemed Crediting Options.


 


B.                                    Company
Stock Deemed Crediting. One of the Deemed Crediting Options shall be
Company Stock. Amounts credited to this option shall be deemed to be invested
in shares of common stock of the Company. A Participant’s Account will be
credited with deemed distributions if and when dividends are declared and paid
with respect to Company common stock, and such deemed dividends will be deemed
to have been reinvested in Company common stock as of the first business day
following the deemed payment. Fair market value of Company common stock means,
as of any day, the average of the closing prices of sales of shares of common
stock on all national securities exchanges on which the common stock may be
listed. If there have been no sales on such day, the average of the highest bid
and lowest asked prices on all such exchanges at the end of such day shall be
used. If such common stock is not listed on any national exchange, then the
average of the representative bid and asked prices quoted in the National
Association of Securities Dealers, Inc. Automated Quotation System for
such date or the next preceding date that the common stock was traded on such
market shall be used.


 


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Financial Corporation


Executive
Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


5.3                               Allocation
of Account Among Deemed Crediting Options


 


A.                                   Each
Participant shall elect the manner in which his Account is divided among the
Deemed Crediting Options by giving allocation written instructions in a
Deferral Election Form supplied by and filed with the Committee, or by
such other procedure, including electronic communications, as the Committee may
prescribe. A Participant’s election shall specify the percentage of his Account
(in any whole percentage) to be deemed to be invested in any Deemed Crediting
Option; provided, however, that a Participant Matching Contribution Account
must be fully allocated to the Company Stock Deemed Crediting Option. Such
election shall remain in effect until a new election is made.


 


B.                                     Amounts
credited to a Participant’s Account shall be deemed to be invested in
accordance with the most recent effective Deemed Crediting Option election. As
of the effective date of any new Deemed Crediting Option election, all or a
portion of the Participant’s Account shall be reallocated among the designated
Deemed Crediting Options and according to the percentages specified in the new
instructions, until and unless subsequent instructions shall be filed and
become effective. If the Custodian receives a Deemed Crediting Option election,
which is unclear, incomplete or improper, the Deemed Crediting Option election
then in effect shall remain in effect until the subsequent instruction is
clarified, completed or otherwise made acceptable to the Custodian. The
effective date of a Deemed Crediting Option election shall be the date such
election is implemented by the Custodian. Such election shall be implemented
the day a clear and complete election is received and accepted by the
Custodian.


 


5.4                               Valuation
and Risk of Decrease in Value


 


The Participant’s Account will be valued on the applicable Valuation
Date at fair market value. On such date, Deemed Earnings will be allocated to
each Participant’s Account. Each Participant and Designated Beneficiary assumes
the risk in connection with any decrease in the fair market value of his
Account.


 


5.5                               Limited
Function of Committee


 


By deferring compensation pursuant to the Plan, each Participant hereby
agrees that the Company and Committee are in no way responsible for or
guarantor of the investment results of the Participant’s Account. The Committee
shall have no duty to review, or to advise the Participant on, the investment
of the Participant’s Account; and in fact, shall not review or advise the
Participant thereon. Furthermore, the Committee shall have no power to direct
the investment of the Participant’s Account other than promptly to carry out
the Participant’s deemed investment instructions when properly completed and
transmitted to the Committee and accepted according to its rules and
procedures.


 


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Cardinal
Financial Corporation


Executive
Deferred Income Plan


Amended and Restated
Effective October 21, 2008


 


ARTICLE VI


VESTING


 


6.1                               Vesting
of Participant Deferrals


 


A Participant shall be fully vested at all times in Participant
Deferrals, as well as Deemed Earnings upon Participant Deferrals, credited to
his Participant Deferral Account.


 


6.2                               Vesting
of Matching Contributions


 


A Participant shall vest in Matching Contributions, as well as Deemed
Earnings upon Matching Contributions which are credited to his Matching
Contribution Account, on the fourth anniversary of the date of the Matching
Contribution.


 


Notwithstanding the above, a Participant shall become fully vested in
his Matching Contribution Account upon Death, Disability, Change of Control or
Retirement. Upon other Separation from Service, a Participant shall be entitled
to the vested portion of his Matching Contribution Account, and any non-vested
portion shall be forfeited.


 


ARTICLE
VII


DISTRIBUTIONS


 


7.1          Distributions
Generally


 


A Participant’s Account shall be distributed only in accordance with
the provisions of this Article VII. Distributions from the Plan shall be
made in cash; provided, however, that to the extent that all or a portion of a
Participant’s Account is deemed to be invested in common stock of Cardinal
Financial Corporation (“Common Stock”), such amounts shall be paid in shares of
Common Stock in an amount equal to the number of whole shares of Common Stock
credited to the Participant’s Account as of the date of distribution. Any
fractional share shall be paid in cash.


 


7.2                               Distributions


 


A Participant shall become entitled to receive a distribution from his
Account at such time or times and by such method of payment as elected and
specified in the Participant’s applicable annual Deferral Election Form, and/or
as may be mandated by the provisions of this Article VII based upon the
following distribution options:


 


A.                                    Retirement
Distribution. If a Participant elects in his annual Deferral Election Form,
he can receive upon his Retirement from the Company a distribution of the
portion of the Participant’s Account attributable to contributions deferred on
such Deferral Election Form (i.e.,
Participant Deferrals and any related Matching Contributions and Deemed
Earnings), which shall be distributed according to the method of payment
elected in his applicable Deferral Election Form. The election 


 


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Cardinal
Financial Corporation


Executive
Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


is made on an annual basis, applies only to
the Participant’s current Plan Year contributions, is irrevocable and is
payable according to the method of payment elected in the Participant’s
applicable annual Deferral Election Form. If the Participant dies while
receiving Retirement installment payments, his Designated Beneficiary shall
continue to receive the remaining installments. If subsequently, the Designated
Beneficiary dies, any remaining installments will be paid to the Designated
Beneficiary’s estate.


 


B.                                    Distribution
on a Specific Date. If a Participant elects in his annual Deferral Election
Form, he can receive, as soon as three (3) years after the end of the
deferral Plan Year, a distribution of the portion of the Participant’s Account
attributable to contributions deferred on such Deferral Election Form (i.e., Participant Deferrals and any related Matching
Contributions and Deemed Earnings), which shall be distributed according to the
method of payment elected in his applicable Deferral Election Form. The
election is made on an annual basis, applies only to the Participant’s current
Plan Year contributions, is irrevocable and is payable according to the method
of payment elected in the Participant’s applicable annual Deferral Election
Form. If the Participant dies while receiving In-Service installment payments,
his Designated Beneficiary shall continue to receive the remaining installments.
If subsequently, the Designated Beneficiary dies; any remaining installments
will be paid to the Designated Beneficiary’s estate.


 


C.                                    Change
of Control Distribution. If a Participant shall so elect in his annual
Deferral Election Form, the portion of a Participant’s Account attributable to
contributions deferred on such Deferral Election Form (i.e., Participant Deferrals and any related Matching
Contributions and Deemed Earnings) shall be distributed to him as set forth in Section 7.3
C upon the occurrence of a Change of Control.


 


D.                                    Distribution
Upon Participant’s Death. If a Participant dies while employed by the
Company, the portion of such Participant’s Account attributable to
contributions deferred on a Deferral Election Form (i.e.,
Participant Deferrals and any related Matching Contributions and Deemed
Earnings) shall be valued as of the Valuation Date next following his date of
death and shall be distributed in lump sum or installments, as designated in
such Deferral Election Form, to his Designated Beneficiary within (or
commencing within) sixty (60) days of the date of death; provided, however,
that this sentence shall not apply if distribution of such portion of the
Participant’s Account has commenced prior to the Participant’s death.


 


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Financial Corporation


Executive
Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


E.                                      Distribution
Upon Participant’s Disability. If a Participant is determined by the
Committee to be Disabled, the portion of such Participant’s Account
attributable to contributions deferred on a Deferral Election Form (i.e., Participant Deferrals and any related Matching
Contributions and Deemed Earnings) shall be valued as of the Valuation Date
next following such Disability determination and shall be distributed in lump
sum or installments, as designated in his Deferral Election Form, within (or
commencing within, as applicable) sixty (60) days of such Disability
determination; provided, however, that this sentence shall not apply if
distribution of such portion of the Participant’s Account has commenced prior
to such determination.


 


F.                                      Other
Circumstances. If a Participant incurs a Separation from Service due to a
cause other than identified above, his vested Account shall be valued as of the
Valuation Date next following such Separation from Service and shall be
distributed in lump sum to him within sixty (60) days after such Separation
from Service, regardless of any elections the Participant has made with respect
to distribution of his Account. If a Participant experiences a Separation from
Service or Retirement and distribution of all or a portion of his Account is
not governed by an applicable Deferral Election Form, his Account or such
portion shall be distributed to him in a lump sum within sixty (60) days after
such Separation from Service or Retirement. Notwithstanding the foregoing, the
Account of a Key Employee distributed under this Section 7.2.E shall be
distributed on the first business day following the six-month anniversary of
his or her Separation from Service or Retirement.


 


7.3                               Timing
and Method of Payment Not Specified in Section 7.2


 


A.                                    Retirement
Distribution. At the election of a Participant in the applicable Deferral
Election Form, a Participant may receive a Retirement distribution in a lump
sum or in payments of up to ten (10) annual installments (10 years) with
the first installment to begin within ten (10) days of the first business
day on or after January 1 in the calendar year following the Participant’s
date of Retirement and each subsequent installment to be paid thereafter within
ten (10) days of the first business day on or after January 1 of each
calendar year until the Account has been fully distributed; provided, however,
the lump sum payment or initial installment payable to a Participant who is a
Key Employee shall be paid on the earlier of the commencement date described
above in this Section or the first business day following the six-month
anniversary of his Retirement.


 


B.                                    Distribution
on a Specific Date. At the election of a Participant in the applicable
Deferral Election Form, a specific distribution date may be selected for payment,
which date may be as soon as three (3) years after the end of the deferral
Plan Year. Distribution will be either in the form of a lump-sum, occurring no
later than thirty (30) days following the distribution date elected on the
Deferral Election Form, or in up to ten (10) annual installment payments
beginning with 


 


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Financial Corporation


Executive
Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


the first business day on or after the
distribution commencement date selected by the Participant in his annual
Deferral Election Form and continuing to be paid thereafter within ten (10) days
of the anniversary of the distribution date of each calendar year until the
applicable portion of the Participant’s Account has been fully distributed. A
Participant’s Account shall be valued as of such distribution (or distribution
commencement) date elected on the Deferral Election Form.


 


C.                                    Change
of Control. If so elected by the Participant in the applicable Deferral
Election Form, a distribution of the portion of a Participant’s Account
attributable to deferral elections made on a Deferral Election Form (i.e., Participant Deferrals and any related Matching
Contributions and Deemed Earnings) shall be made to him, according to the
method of payment elected in his applicable Deferral Election Form, in the
event of a Change of Control. Such distribution shall override any other
Participant election(s) (e.g.,
Retirement, Specified Date) applicable to that portion of Participant’s Account
if distribution has not yet commenced on the date of the Change of Control. If
such an overriding election is made, amounts will be distributed, or begin to
be distributed, within 60 days of the date of the Change of Control. Notwithstanding
the foregoing provision, no distribution shall be made to any Participant until
the earliest date and upon such conditions as may be set forth under Treasury
Regulations issued pursuant to Code Section 409A. A Participant’s Account
shall be valued as of such effective date of the Change of Control. If no such
election was made by the Participant in his Annual Deferral Election Form, his
distribution election(s) will not be overridden.


 


D.                                    Installment
Payments. In any distribution in which a Participant has elected or will
receive distribution in periodic installments, the amount of each periodic
installment shall be determined by applying a formula to the Account in which
the numerator is the number one and the denominator is the number of remaining
installments to be paid. For example, if a Participant elects ten (10) annual
installments for a Retirement distribution, the first payment will be 1/10 of
the Account, the second will be 1/9, the third will be 1/8; the fourth will be
1/7 and so on until the Account is entirely distributed.


 


E.                                      Failure
to Designate a Method of Payment. In any situation in which the Committee
is unable to determine the method of payment because of incomplete, unclear, or
uncertain instructions in a Participant’s Deferral Election Form, the
Participant will be deemed to have elected a lump sum distribution.


 


F.                                      Subsequent
Elections. A Participant who has made an Specific Date distribution or a
Retirement distribution election may make one or more subsequent elections to
postpone the distribution date or to change the form of payment to another form
permitted by the Plan and in accordance with Code Section 409A. Such
Subsequent Election shall be made in writing in such form as is acceptable to
the Committee or by such other procedure, including electronic communications,
as 


 


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Cardinal
Financial Corporation


Executive
Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


the Committee may prescribe and (i) is
made at least twelve months prior to the original distribution date (in the
case of a Specific Date distribution election); (ii) provides for an
effective date at least twelve months following the Subsequent Election; and (iii) postpones
the commencement of payment for a period of not less than five years from the
previous distribution date.


 


G.                                    2008
Transition Elections. Pursuant to the Transition Relief, a Participant may
make a special distribution election in 2008 that shall override any prior
election. Such special election shall not be effective to the extent it would (i) cause
an amount not otherwise payable in 2008 to become payable in 2008 or (ii) defer
an amount scheduled to be paid in 2008 into a future year. Such special
election shall be made in accordance with the terms and distribution choices
set forth under Sections 7.2 and 7.3, and such election may apply to all or a
portion of the Participant’s Account attributable to amounts deferred for 2008
or earlier years (“pre-2009 Account”). Such special election shall occur in
accordance with procedures established by the Committee and shall be
irrevocable when submitted to the Committee.


 


7.4                               Distributions
Resulting from Unforeseeable Emergency


 


A Participant may request that all or a portion of his Account be
distributed at any time prior to separation from service from the Company by
submitting a written request to the Committee, in such form or by such other
procedure, including electronic communications, as the Committee may prescribe,
provided that the Participant has incurred an Unforeseeable Emergency, and the
distribution is necessary to alleviate such Unforeseeable Emergency.


 


Such distribution shall be limited to an amount that does not exceed
the amount necessary to satisfy such emergency, plus amounts necessary to pay
taxes reasonably anticipated as a result of the distribution, after taking into
account the extent to which such hardship is or may be relieved through
reimbursement or compensation by insurance or otherwise or by liquidation of
the Participant’s assets (to the extent the liquidation of such assets would
not itself cause severe financial hardship). Such distribution shall be made as
soon as administratively practicable, but no later than sixty (60) days following
the Committee’s determination of an Unforeseeable Emergency. Valuation date
shall be the same day as the day of receipt of the written request by the
Custodian in such form or by such other procedure, including electronic
communications, as the Committee may prescribe. The Balance not distributed
from the Participant’s Account shall remain in the Plan.


 


7.5          Distributions of
Small Accounts


 


If at any time the value of the Participant’s Account is less than the
applicable dollar amount under Code section 402(g)(1)(B) (or such other
greater or lesser amount as may be permitted under Code section 409A and
Treasury Regulations thereunder), the Committee, in its sole and exclusive
discretion, may make a distribution in lump sum of the value of the entire
Account. If the value of a Participant’s Account is zero upon the Valuation
Date of any distribution, the


 


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Financial Corporation


Executive
Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


Participant shall be deemed to have received a distribution of such
Account and his participation in the Plan terminates. A distribution under this
Section 7.6 shall be carried out in accordance with Code section 409A and
Treasury Regulations thereunder, including the requirement that the
distribution results in termination and liquidation of a Participant’s interest
in all plans required to be aggregated for purposes of Code section 409A; and
the requirement that the Committee evidence the exercise of its discretion in
writing no later than the date of the payment.


 


ARTICLE
VIII


ADMINISTRATION &
CLAIMS PROCEDURE


 


8.1                               Duties
of the Committee


 


The Committee shall be responsible for the general operation and
administration of the Plan, and shall have such powers as are necessary to
discharge its duties under the Plan, including, without limitation, the
following:


 


A.            With the advice of the
general counsel of the Company, to construe and interpret the Plan, to decide
all questions of eligibility, to determine the amount, manner and time of
payment of any benefits hereunder, in each case in its discretion, to prescribe
rules and procedures to be followed by Participants and their
beneficiaries under the Plan, and to otherwise carry out the purposes of the
Plan; and


 


B.            To appoint or employ
individuals to assist in the administration of the Plan and any other agents
deemed advisable.


 


C.            All decisions of the
Committee shall be binding and conclusive upon all Participants, beneficiaries
and other persons.


 


8.2                               Organization
of the Committee


 


The Committee shall act by a majority of its members at the time in
office. Committee action may be taken either by a vote at a meeting or by
written consent without a meeting. The Committee may authorize any one or more
of its members to execute any document or documents on behalf of the Committee.
The Committee shall notify the Company, in writing, of such authorization and
the name or names of its member or members so designated in such cases. The
Company thereafter shall accept and rely on any documents executed by said
member of the Committee or members as representing action by the Committee
until the Committee shall file with the Company a written revocation of such
designation. With the permission of the Company, the Committee may employ and
appropriately compensate accountants, legal counsel, benefit specialists,
actuaries, plan administrators and record keepers and any other persons as it
deems necessary or desirable in connection with the administration and
maintenance of the Plan. Such professionals and advisors shall not be
considered members of the Committee for any purpose.


 


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Financial Corporation


Executive
Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


8.3                               Limitation
of Liability


 


A.                                   No
member of the Board of Directors, no officer or Employee of the Company, nor
the Company shall be liable to any Employee, Participant, Designated
Beneficiary or any other person for any action taken or act of omission in
connection with the administration or operation of this Plan unless
attributable to his own fraud or willful misconduct. Nor shall the Company be
liable to any Employee, Participant, Designated Beneficiary or any other person
for any such action taken or act of omission unless attributable to fraud,
gross negligence or willful misconduct on the part of a director, officer or Employee
of the Company. Moreover, each Participant, Designated Beneficiary, and any
other person claiming a right to payment under the Plan shall only be entitled
to look to the Company for payment, and shall not have the right, claim or
demand against the Committee (or any member thereof), any director, officer or
Employee of the Company.


 


B.                                     To
the fullest extent permitted by the law and subject to the Company’s
Certificate of Incorporation and By-laws, the Company shall indemnify the
Committee, each of its members, and the Company’s officers and Directors (and
any Employee involved in carrying out the functions of the Company under the
Plan) for part or all expenses, costs, or liabilities arising out of the
performance of duties required by the terms of the Plan, except for those
expenses, costs, or liabilities arising out of a member’s fraud, willful
misconduct or gross negligence.


 


8.4                               Committee
Reliance on Records and Reports


 


The Committee shall be entitled to rely upon certificates, reports, and
opinions provided by an accountant, tax or pension advisor, actuary or legal
counsel employed by the Company or Committee. The Committee shall keep a record
of all its proceedings and acts, and shall keep all such books of account,
records, and other data as may be necessary for the proper administration of
the Plan. The regularly kept records of the Committee and the Company shall be
conclusive evidence of the service of a Participant, Compensation, age, marital
status, status as an Employee, and all other matters contained therein and
relevant to this Plan. The Committee, in any of its dealings with Participants
hereunder, may conclusively rely on any Deferral Election Form, written
statement, representation, or documents made or provided by such Participants.


 


8.5                               Costs
of the Plan


 


All the costs and expenses for maintaining the administration and
operation of the Plan shall be borne by the Company unless the Company shall
give notice (that Plan Participants bear this expense, in whole or in part) to:
(a) Eligible Participants at the time they become a Participant by
completion and filing of a Deferral Election Form; or (b) to existing
Participants during annual re enrollment. Such notice shall detail the
administrative expense to be assessed a Plan Participant, how that expense will
be assessed and allocated to the Participant Accounts, and any other 


 


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Financial Corporation


Executive
Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


important information concerning the imposition of this administrative
expense. This administration charge, if any, shall operate as a reduction to
the bookkeeping Account of a Participant or his designated Beneficiary, and in
the absence of specification otherwise shall reduce the Account, and be charged
annually during the month of January.


 


8.6                               Claims
Procedure


 


A.                                    Claim.
Benefits shall be paid in accordance with the terms of this Plan, as
interpreted and determined by the Committee in its sole discretion. A
Participant, Designated Beneficiary or any person who believes that he is being
denied a benefit to which he is entitled under the Plan (hereinafter referred
to as a “Claimant”) may file a written request, in such form or by such other
procedure, including electronic communications, as the Committee may prescribe,
for such benefit with the Committee, setting forth his claim.


 


The Committee
shall be responsible for deciding whether such claim is within the scope
provided by the Plan (a “Covered Claim”) and for providing full and fair review
of the decision with respect to such claim. In addition, the Company shall
provide a full and fair review to the extent required by ERISA. No Claimant
shall be entitled to a benefit hereunder unless the Committee determines in its
sole discretion that he or she is entitled to it.


 


Each Claimant
or other interested person shall file with the Committee such pertinent
information as the Committee may specify, and in such manner and form as the
Committee may specify and provide, and such person shall not have any rights or
be entitled to any benefits or further benefits hereunder, as the case may be,
unless such information is filed by the Claimant or on behalf of the Claimant. Each
Claimant shall supply at such times and in such manner as may be required,
written proof that the benefit is covered under the Plan. If it is determined
that a Claimant has not incurred a Covered Claim or if the Claimant shall fail
to furnish such proof as is requested, no benefits or no further benefits
hereunder, as the case may be, shall be payable to such Claimant.


 


B.                                    Claim
Decision. For all purposes under the Plan, the Committee’s decision with
respect to a claim if no review is requested and the decision with respect to a
claim if review is requested shall be final, binding and conclusive on all
interested parties as to matters relating to the Plan.


 


8.7                               Litigation


 


It shall only be necessary to join the Company as a party in any action
or judicial proceeding affecting the Plan. No Participant or Designated
Beneficiary or any other person claiming under the Plan shall be entitled to
service of process or notice of such action or proceeding, except as may be
expressly required by law. Any final judgment in such action or proceeding
shall be binding on all Participants, Designated Beneficiaries or persons
claiming under the Plan.


 


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Cardinal
Financial Corporation


Executive
Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


ARTICLE IX


AMENDMENT,
TERMINATION & REORGANIZATION


 


9.1                               Amendment


 


The Company reserves the right to amend the Plan, by resolution of the
Company, to the extent permitted under the Code and ERISA. However, no
amendment to the Plan shall be effective to the extent that it has the effect
of decreasing a Participant’s (or Designated Beneficiary’s) accrued benefit
prior to the date of the amendment. The Company may act through its Board of
Directors, or the Board of Directors may delegate its authority to amend the Plan
to the Committee.


 


9.2                               Amendment
Required By Law


 


Notwithstanding Section 9.1, the Plan may be amended at any time,
if in the opinion of the Company, such amendment is necessary to ensure the
Plan is treated as a nonqualified plan of deferred compensation under the Code
and ERISA, or to bring it into conformance with the Code or Treasury or SEC
regulations or requirements for such plans. This includes the right to amend
this Plan, so that any Trust, if applicable, created in conjunction with this
Plan, will be treated as a grantor Trust under Sections 671 through 679 of the
Code, and to otherwise conform the Plan provisions and such Trust, if
applicable, to the requirements of any applicable law.


 


9.3                               Termination


 


The Company intends to continue the Plan indefinitely. However, the
Company by action of its Board of Directors reserves the right to terminate the
Plan at any time. However, no such termination shall deprive any participant or
Designated Beneficiary of a right accrued tinder the Plan prior to the date of
termination. Any such termination shall be carried out in accordance with Code Section 409A
and Treasury Regulations thereunder.


 


9.4                               Consolidation/Merger


 


The Company shall not enter into any consolidation or merger without
the guarantee and assurance of the successor or surviving company or companies
to the obligations contained under the Plan. Should such consolidation or
merger occur, the term “Company” as defined and used in this Plan shall refer
to the successor or surviving company.


 


ARTICLE X


GENERAL
PROVISIONS


 


10.1                        Applicable
Law


 


Except insofar as the law has been superseded by Federal law, Virginia
law shall govern the construction, validity and administration of this Plan as
created by this Plan. The parties to this 


 


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Cardinal
Financial Corporation


Executive
Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


Plan intend that this Plan shall be a nonqualified unfunded plan of
deferred compensation without plan assets and any ambiguities in its
construction shall be resolved in favor of an interpretation which will effect
this intention.


 


10.2                        Benefits
Not Transferable or Assignable


 


A.                                   Benefits
under the Plan shall not be subject to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance or charge and any attempt to anticipate,
alienate, sell, transfer, assign, pledge, encumber or charge such benefits
shall be void, nor shall any such benefits be in any way liable for or subject
to the debts, contracts, liabilities, engagements or torts of any person
entitled to them. However, a Participant may name a recipient for any benefits
payable or which would become payable to a Participant upon his death. This Section shall
also apply to the creation, assignment or recognition of a right to any benefit
payable with respect to a Participant pursuant to a domestic relations order,
including a qualified domestic relations order under Section 414 of the
Code. In addition, the following actions shall not be treated or construed as
an assignment or alienation: (a) Plan Contribution or distribution tax
withholding; (b) recovery of distribution overpayments to a Participant or
Designated Beneficiary; (c) direct deposit of a distribution to a
Participant’s or Designated Beneficiary’s banking institution account; or (d) transfer
of Participant rights from one Plan to another Plan, if applicable.


 


B.                                     The
Company may bring an action for a declaratory judgment if a Participant’s,
Designated Beneficiary’s or any Beneficiary’s benefits hereunder are attached
by an order from any court. The Company may seek such declaratory judgment in
any court of competent jurisdiction to:


 


(1)                                  determine
the proper recipient or recipients of the benefits to be paid under the Plan;


 


(2)                                  protect
the operation and consequences of the Plan for the Company and all
Participants; and


 


(3)                                  request
any other equitable relief the Company in its sole and exclusive judgment may
feel appropriate.


 


Benefits which may become payable during the
pendency of such an action shall, at the sole discretion of the Company, either
be:


 


(1)           paid into the court as they become payable
or


 


(2)                                  held
in the Participant’s or Designated Beneficiary’s Account subject to the court’s
final distribution order.


 


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Cardinal
Financial Corporation


Executive
Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


10.3                        Not an
Employment Contract


 


The Plan is not and shall not be deemed to constitute a contract
between the Company and any Employee, or to be a consideration for, or an
inducement to, or a condition of, the employment of any Employee. Nothing
contained in the Plan shall give or be deemed to give an Employee the right to
remain in the employment of the Company or to interfere with the right to be
retained in the employ of the Company, any legal or equitable right against the
Company, or to interfere with the right of the Company to discharge any
Employee at any time. It is expressly understood by the parties hereto that
this Plan relates to the payment of deferred compensation for the Employee’s
services, generally payable after separation from employment with the Company,
and is not intended to be an employment contract.


 


10.4                        Notices


 


A.                                   Any
notices required or permitted hereunder shall be in writing and shall be deemed
to be sufficiently given at the time when delivered personally or when mailed
by certified or registered first class mail, postage prepaid, addressed to
either party hereto as follows:


 


If to the Company or the Committee:


 


Cardinal Financial Corporation


8270 Greensboro Drive


Suite 500


McLean, Virginia  22102


 


If to the Participant:


 


At his last known address, as indicated by
the records of the Company.


 


or to such changed address as such parties
may have fixed by notice. However, any notice of change of address shall be
effective only upon receipt.


 


B.                                     Any
communication, benefit payment, statement of notice addressed to a Participant
or Designated Beneficiary at the last post office address as shown on the
Company’s records shall be binding on the Participant or Designated Beneficiary
for all purposes of the Plan. The Company shall not be obligated to search for
any Participant or Designated Beneficiary beyond sending a registered letter to
such last known address.


 


10.5                        Severability


 


If any provision or provisions of the Plan shall for any reason be
invalid or unenforceable, the remaining provisions of the Plan shall be carried
into effect, unless the effect thereof would be to materially alter or defeat
the purposes of the Plan. All terms of the Plan and all discretion 


 


22

















 


Cardinal
Financial Corporation


Executive
Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


granted hereunder shall be uniformly and consistently applied to all
the Employees, Participants and Designated Beneficiaries.


 


10.6                        Participant
is General Creditor with No Rights to Assets


 


A.                                   The
payments to the Participant or his Designated Beneficiary or any other beneficiary
hereunder shall be made from assets which shall continue, for all purposes, to
be a part of the general, unrestricted assets of the Company, no person shall
have any interest in any such assets by virtue of the provisions of this Plan. The
Company’s obligation hereunder shall be an unfunded and unsecured promise to
pay money in the future. To the extent that any person acquires a right to
receive payments from the Company under the provisions hereof, such right shall
be no greater than the right of any unsecured general creditor of the Company;
no such person shall have nor require any legal or equitable right, or claim in
or to any property or assets of the Company. The Company shall not be obligated
under any circumstances to fund obligations under this Plan.


 


B.                                     The
Company at its sole discretion and exclusive option, may acquire and/or
set-aside assets or funds, in a trust or otherwise, to support its financial
obligations under this Plan. No such trust established for this purpose shall
be established in or transferred to a location that would cause it to be deemed
to be an “offshore trust” for purposes of Code Section 409A (b)(1). No
such acquisition or set-aside shall impair or derogate from the Company’s
direct obligation to a Participant or Designated Beneficiary under this Plan. However,
no Participant or Designated Beneficiary shall be entitled to receive duplicate
payments of any Accounts provided under the Plan because of the existence of
such assets or funds.


 


C.                                     In
the event that, in its discretion, the Company purchases an asset(s) or
insurance policy or policies insuring the life of the Participant to allow the
Company to recover the cost of providing benefits, in whole or in part
hereunder, neither the Participant, Designated Beneficiary nor any other
beneficiary shall have any rights whatsoever therein in such assets or in the
proceeds therefrom. The Company shall be the sole owner and beneficiary of any
such assets or insurance policy and shall possess and may exercise all
incidents of ownership therein. No such asset or policy, policies or other
property shall be held in any trust for the Participant or any other person nor
as collateral security for any obligation of the Company hereunder. Nor shall
any Participant’s participation in the acquisition of such assets or policy or
policies be a representation to the Participant, Designated Beneficiary or any
other beneficiary of any beneficial interest or ownership in such assets,
policy or policies. A Participant may be required to submit to medical
examinations, supply such information and to execute such documents as may be
required by an insurance carrier or carriers (to whom the Company may apply
from time to time) as a precondition to participate in the Plan.


 


23

















 


Cardinal
Financial Corporation


Executive
Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


10.7                        No
Trust Relationship Created


 


Nothing contained in this Plan shall be deemed to create a trust of any
kind or create any fiduciary relationship between the Company and the
Participant, Designated Beneficiary, other beneficiaries of the Participant, or
any other person claiming through the Participant. Funds allocated hereunder
shall continue for all purposes to be part of the general assets and funds of
the Company and no person other than the Company shall, by virtue of the
provisions of this Plan, have any beneficial interest in such assets and funds.
The creation of a grantor Trust (so called “Rabbi Trust”) under the Code (owned
by and for the benefit of the Company) to hold such assets or funds for the
administrative convenience of the Company shall not give nor be a
representation to a Participant, Designated Beneficiary, or any other person,
of a property or beneficial ownership interest in such Trust assets or funds
even though the incidental advantages or benefits of the Trust to Plan
Participants may be communicated to them.


 


10.8                        Limitations
on Liability of the Company


 


Neither the establishment of the Plan nor any modification hereof nor
the creation of any Account under the Plan nor the payment of any benefits
under the Plan shall be construed as giving to any Participant or any other
person any legal or equitable right against the Company or any Director, officer
or Employee thereof except as provided by law or by any Plan provision.


 


10.9                        Plan
Establishes Agreement Between Company and Participant Only


 


The Participant, Designated Beneficiary, estate or any other person
claiming through the Participant, shall only have recourse against the Company
for enforcement of this Plan. This Plan shall be binding upon and inure to the
benefit of the Company and its successors and assigns, and the Participant,
successors, heirs, executors, administrators and beneficiaries.


 


10.10                 Independence
of Benefits


 


The benefits payable under this Plan are for services already rendered
and shall be independent of, and in addition to, any other benefits or
compensation, whether by salary, bonus, fees or otherwise, payable to the
Participant under any compensation and/or benefit arrangements or plans,
incentive cash compensations and stock plans and other retirement or welfare
benefit plans, that now exist or may hereafter exist from time to time.


 


10.11      Unclaimed Property


 


Except as may be required by law, the Committee may take any of the
following actions if it gives notice to a Participant or Designated Beneficiary
of an entitlement to benefits under the Plan, and the Participant or Designated
Beneficiary fails to claim such benefit or fails to provide their location to
the Company within three (3) calendar years of such notice:


 


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Cardinal
Financial Corporation


Executive
Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


(1)                                  Direct
distribution of such benefits, in such proportions as the Committee may
determine, to one or more or all, of a Participant’s next of kin, if their
location is known to the Committee;


 


(2)                                  Deem
this benefit to be a forfeiture and paid to the Company if the location of a
Participant’s next of kin is not known. However, the Committee shall pay the
benefit, unadjusted for gains or losses from the date of such forfeiture, to a
Participant or Designated Beneficiary who subsequently makes proper claim to
the benefit.


 


The Company shall not be liable to any person for payment pursuant to
applicable state unclaimed property laws.


 


10.12                 Required Tax
Withholding and Reporting


 


The Company shall withhold and report Federal, state and local income
and payroll tax amounts on all Contributions to and distributions and
withdrawals from a Participant’s Account as may be required by law from time to
time.


 


IN WITNESS WHEREOF, the Plan has been
executed on behalf of the Company on this
         day of
                              ,
2008.


 


CARDINAL FINANCIAL CORPORATION


 


 


	
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