Exhibit 10.2


 


CARDINAL FINANCIAL CORPORATION


 


NON-EMPLOYEE DIRECTORS


DEFERRED INCOME PLAN


 


Effective January 1, 2005


Amended and Restated Effective October 21,
2008


 

















 


Cardinal
Financial Corporation


Non Employee
Directors 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

  	
  Contributions

  	
  3

  
	
  2.10

  	
  Custodian

  	
  3

  
	
  2.11

  	
  Deemed Earnings

  	
  4

  
	
  2.12

  	
  Deemed Crediting Options

  	
  4

  
	
  2.13

  	
  Deferral Election Form

  	
  4

  
	
  2.14

  	
  Designated Beneficiary

  	
  4

  
	
  2.15

  	
  Disability

  	
  4

  
	
  2.16

  	
  Effective Date

  	
  5

  
	
  2.17

  	
  ERISA

  	
  5

  
	
  2.18

  	
  Matching Contribution

  	
  5

  
	
  2.19

  	
  Matching Contribution Account

  	
  5

  
	
  2.20

  	
  Non Employee Director

  	
  5

  
	
  2.21

  	
  Participant

  	
  5

  
	
  2.22

  	
  Participant Deferral

  	
  5

  
	
  2.23

  	
  Participant Deferral Account

  	
  5

  
	
  2.24

  	
  Plan Year

  	
  6

  
	
  2.25

  	
  Retainer and/or Meeting Fees

  	
  6

  
	
  2.26

  	
  Separation from Service

  	
  6

  
	
  2.27

  	
  Unforeseeable Emergency

  	
  6

  
	
  2.28

  	
  Valuation Date

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  ELIGIBILITY & PARTICIPATION

  	
  7

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Eligibility Requirements

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  ELECTIONS, DEFERRALS & MATCHING
  CONTRIBUITONS

  	
  7

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Participant Election to Defer Compensation

  	
  7

  
	
  4.2

  	
  Irrevocability,
  New Participants

  	
  8

  
	
  4.3

  	
  Irrevocable Elections

  	
  8

  
					



 


i

















 


Cardinal
Financial Corporation


Non Employee
Directors Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


	
  4.4

  	
  Matching Contributions

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  ACCOUNTS & ACCOUNT CREDITING

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
  Establishment of a Participant’s Account

  	
   

  	
  8

  
	
  5.2

  	
  Deemed Crediting Options

  	
   

  	
  9

  
	
  5.3

  	
  Allocation of Account Among Deemed Crediting Options

  	
   

  	
  10

  
	
  5.4

  	
  Valuation and Risk of Decrease in Value

  	
   

  	
  10

  
	
  5.5

  	
  Limited Function of Committee

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  VESTING

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  6.1

  	
  Vesting of Participant Deferrals

  	
   

  	
  11

  
	
  6.2

  	
  Vesting of Matching Contributions

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  DISTRIBUTIONS

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  7.1

  	
  Distributions Generally

  	
   

  	
  11

  
	
  7.2

  	
  Distributions 

  	
   

  	
  11

  
	
  7.3

  	
  Timing and Method of Payment for Distributions

  	
   

  	
  12

  
	
  7.4

  	
  Distributions Resulting from Unforeseeable Emergency

  	
   

  	
  14

  
	
  7.5

  	
  Distributions of Small Accounts

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII

  	
  ADMINISTRATION & CLAIMS PROCEDURES

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  8.1

  	
  Duties of the Committee

  	
   

  	
  16

  
	
  8.2

  	
  Organization of the Committee

  	
   

  	
  16

  
	
  8.3

  	
  Limitation of Liability

  	
   

  	
  16

  
	
  8.4

  	
  Committee Reliance on Records and Reports

  	
   

  	
  17

  
	
  8.5

  	
  Costs of the Plan

  	
   

  	
  17

  
	
  8.6

  	
  Claims Procedure

  	
   

  	
  17

  
	
  8.7

  	
  Litigation

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  AMENDMENT, TERMINATION & REORGANIZATION

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  9.1

  	
  Amendment

  	
   

  	
  18

  
	
  9.2

  	
  Amendment Required By Law

  	
   

  	
  19

  
	
  9.3

  	
  Termination

  	
   

  	
  19

  
	
  9.4

  	
  Consolidation/Merger

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
  GENERAL PROVISIONS

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  10.1

  	
  Applicable Law

  	
   

  	
  19

  
	
  10.2

  	
  Benefits Not Transferable or Assignable

  	
   

  	
  19

  
	
  10.3

  	
  Not a Retainer Contract

  	
   

  	
  20

  
	
  10.4

  	
  Notices

  	
   

  	
  20

  
	
  10.5

  	
  Severability

  	
   

  	
  21

  
	
  10.6

  	
  Participant is General Creditor with No Rights to Assets

  	
   

  	
  21

  
	
  10.7

  	
  No Trust Relationship Created

  	
   

  	
  22

  
	
  10.8

  	
  Limitations on Liability of the Company

  	
   

  	
  23

  
	
  10.9

  	
  Plan Establishes
  Agreement Between Company and
  Participant Only

  	
   

  	
  23

  
	
  10.10

  	
  Independence of Benefits

  	
   

  	
  23

  
					



 


ii

















 


Cardinal
Financial Corporation


Non Employee
Directors Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


	
  10.11

  	
  Unclaimed Property

  	
   

  	
  23

  
	
  10.12

  	
  Required Tax Withholding and Reporting

  	
   

  	
  23

  



 


iii

















 


Cardinal
Financial Corporation


Non-Employee
Directors 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
Non-Employee Directors 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 January 1,
2008.


 


1.2                               Purpose


 


This plan is established for the members of Cardinal Financial
Corporation’s Board of Directors. 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.


 


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


Non Employee
Directors 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 Article 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


Non-Employee
Directors 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 the Regulations
thereto, 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                               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.


 


2.10        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.


 


3

















 


Cardinal
Financial Corporation


Non-Employee
Directors Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


2.11        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.


 


2.12                        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.


 


2.13                        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.


 


2.14                        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.


 


2.15                        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 


 


4

















 


Cardinal
Financial Corporation


Non-Employee
Directors Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


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.


 


2.16                        Effective
Date


 


“Effective Date” of the Plan is January 1, 2005. The Effective
Date of the amended and restated Plan is January 1, 2008.


 


2.17        ERISA


 


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


 


2.18                        Matching
Contribution


 


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


 


2.19                        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.


 


2.20        Non-Employee Director


 


“Non-Employee Director” shall mean a member of the Board who is not an
employee of the Company.


 


2.21                        Participant


 


“Participant” shall mean a Non-Employee Director who participates in
the Plan under Article III; a former Non-Employee Director 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.


 


2.22                        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.


 


5

















 


Cardinal
Financial Corporation


Non-Employee
Directors Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


2.23                        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.


 


2.24                        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.


 


2.25                        Retainer
and/or Meeting Fees


 


“Retainer and/or Meeting Fees” means, for a given Plan Year, a
Participant’s annual retainer and meeting fees received from the Company for
services performed during that Plan Year.


 


2.26                        Separation
from Service


 


“Separation from Service” means a Participant’s separation from service
as a director of the Company within the meaning of Treasury Regulations under
Code Section 409A, other than for death or Disability.


 


2.27                        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.


 


2.28                        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.


 


6
















 


Cardinal
Financial Corporation


Non-Employee
Directors Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


ARTICLE
III


ELIGIBILITY &
PARTICIPATION


 


3.1                               Eligibility
Requirements


 


Each Non-Employee Director shall become a Participant under the Plan by
filing the written Election Form described in Article IV below, or by
such other procedure, including electronic communications, as the Committee may
prescribe, with the Committee with respect to the Retainer and/or Meeting Fees
payable to the Non-Employee Director for his services as a member of the Board.


 


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 to defer receipt of his entire Retainer and/or Meeting
Fees until his service on the Board terminates for any reason and have the cash
value of such Retainer/Meeting Fees credited to the Participant Account
established for him under the Plan, pursuant to the provisions of Article V
below.


 


C.                                     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.


 


7

















 


Cardinal
Financial Corporation


Non-Employee
Directors 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 Retainer and/or Meeting Fees covered by the elections set
forth therein after the last date for making an effective election for such
Retainer and/or Meeting Fees in accordance with Code section 409A, or after any
earlier date prescribed by the Committee.


 


Notwithstanding the provisions of paragraph immediately above, an
election made by a Participant in the calendar year in which he first becomes
eligible to participate in the Plan may be made pursuant to an Election Form delivered
to the Committee within 30 days after the date on which he initially
becomes eligible to participate, and such Election Form shall be effective
with respect to Retainers and Meeting Fees earned from the date such Election Form is
delivered to the Committee through the end of that calendar year.


 


4.3                               Irrevocable
Elections


 


An election in a Deferral Election Form to defer Compensation for
a Plan Year, once made by a Participant, shall be irrevocable. The Committee,
however, may reduce or eliminate Participant Deferrals upon granting a
Participant’s request for a distribution based upon an Unforeseeable Emergency.


 


4.4                               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, to the Participant Account. 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 greatest of 50% of the Participant’s
deferral or $10,000 annually. 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, 


 


8

















 


Cardinal Financial
Corporation


Non-Employee
Directors Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


Designated Beneficiary, or other person
claiming through them under this Plan, has a beneficial interest in any asset
of the Company.


 


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 


 


9

















 


Cardinal
Financial Corporation


Non-Employee
Directors Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


date or the next preceding date that the
common stock was traded on such market shall be used.


 


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 


 


10

















 


Cardinal
Financial Corporation


Non-Employee
Directors Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


deemed investment instructions when properly completed and transmitted
to the Committee and accepted according to its rules and procedures.


 


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 immediately.


 


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.                                    Distribution
upon Separation from Service. If a Participant elects in his annual
Deferral Election Form, he can receive upon his Separation from Service with
the Company a distribution of the portion of his 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 


 


11

















 


Cardinal
Financial Corporation


Non-Employee
Directors Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


Election Form. If the Participant dies while
receiving 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 serving as a
Non-Employee Director, the portion of his 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 on 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.


 


12

















 


Cardinal
Financial Corporation


Non-Employee
Directors 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 a lump
sum or installments, as designated in his Deferral Election Form, within (or
commencing within) sixty (60) days of the Disability determination.


 


F.                                      Distribution
without Applicable Election. If a Participant experiences a Separation from
Service 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.


 


7.3                               Timing
and Method of Payment for Distributions


 


A.                                    Distribution
upon Separation from Service. At the election of a Participant in the
applicable Deferral Election Form, a Participant may receive a distribution
upon Separation from Service 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


 


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 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 such 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 


 


13

















 


Cardinal
Financial Corporation


Non-Employee
Directors Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


shall override any other Participant election(s) (e.g., Retirement, Specified Date) for distribution of 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 a Specific Date distribution or a
Separation from Service 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 the Committee may prescribe and (i) is made at least
twelve months prior to the original distribution date (in the case of an
Specified 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 


 


14

















 


Cardinal
Financial Corporation


Non-Employee
Directors Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


under Section 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 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.


 


15

















 


Cardinal
Financial Corporation


Non-Employee
Directors Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


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.


 


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


 


16
















 


Cardinal
Financial Corporation


Non-Employee
Directors Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


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 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, 


 


17

















 


Cardinal
Financial Corporation


Non-Employee
Directors Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


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.


 


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.


 


18

















 


Cardinal
Financial Corporation


Non-Employee
Directors Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


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 under 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 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 affect 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 


 


19

















 


Cardinal
Financial Corporation


Non-Employee
Directors Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


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.


 


10.3                        Not a
Retainer Contract


 


Establishment of the Plan shall not be construed to give any
Participant the right to be retained as a member of the Board.


 


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:


 


20

















 


Cardinal
Financial Corporation


Non-Employee
Directors Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


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 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.


 


21

















 


Cardinal
Financial Corporation


Non-Employee
Directors Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


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.


 


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.


 


22

















 


Cardinal
Financial Corporation


Non-Employee
Directors Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


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:


 


(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.


 


23

















 


Cardinal
Financial Corporation


Non-Employee
Directors Deferred Income Plan


Amended and
Restated Effective October 21, 2008


 


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

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  
	
  Title:

  	
   

  	
   

  
				



 


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