Exhibit 10.20



 Exhibit 10.20 
 EMPLOYEE PROPRIETARY INFORMATION 
 AND NON-SOLICITATION AGREEMENT

 In consideration of my employment or continued employment by Virginia Commerce Bank, its subsidiaries, parents,
affiliates, successors and assigns (together, the “Company”) and the compensation now and hereafter paid to me, I hereby enter into this Proprietary Information and Non-Solicitation Agreement (the “Agreement”) and
agree as follows: 

 


 1. Nondisclosure. 

1.1 Recognition of Company’s Rights; Nondisclosure. I understand and acknowledge that my employment
by the Company creates a relationship of confidence and trust with respect to the Company’s Proprietary Information (defined below) and that the Company has a protectable interest therein. At all times during my employment and thereafter, I
will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company’s Proprietary Information, except as such disclosure, use or publication may be required in connection with my work for the Company, or
unless an officer of the Company expressly authorizes such in writing. I will obtain the Company’s written approval before publishing or submitting for publication any material (written, verbal, or otherwise) that relates to my work at the
Company and/or incorporates any Proprietary Information, I hereby assign to the Company any rights I may have or acquire in such Proprietary Information and recognize that all Proprietary Information shall be the sole property of the Company and its
assigns. I will take all reasonable precautions to prevent the inadvertent or accidental disclosure of Proprietary Information. 
 1.2 Proprietary Information. The term “Proprietary Information” shall mean any and all confidential and/or proprietary knowledge, data or information of the Company, its
affiliates, parents and subsidiaries, whether having existed, now existing, or to be developed during my employment. By way of illustration but not limitation, “Proprietary Information” includes (a) trade secrets, inventions,
ideas, processes, formulas, data, programs, other works of authorship, know-how, and any other proprietary technology and all Proprietary Rights therein (hereinafter collectively referred to as “Inventions”); (b) information
regarding research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, prices and costs, margins, discounts, credit terms, pricing policies, quoting procedures, methods of obtaining
business, forecasts, future plans and potential strategies, financial projections and business strategies, operational plans, financing and capital-raising plans, activities and agreements, internal services and operational manuals,



 
methods of conducting Company business, suppliers and supplier information, and purchasing; (c) information regarding Customers and Potential Customers of the Company (as defined in
Section 4 below), including customer lists, names, representatives,. their needs or desires with respect to the types of products or services offered by the Company, customer and guarantor financial information, financial statements, loan
presentation summaries, loan narratives, notes and documents within customer files, commitment letters, proposals, bids, contracts and their contents and parties, the type, quantity, and amount of products and services provided or sought to be
provided to customers and potential customers of the Company and other non-public information relating to Customers and Potential Customers; (d) information regarding any of the Company’s business partners and their services, including
names; representatives, proposals, bids, contracts and their contents and parties, the type and quantity of products and services received by the Company, and other non-public information relating to business partners; (e) information regarding
personnel, employee lists, compensation, and employee skills; and (f) any other non-public information which a competitor of the Company could use to the competitive disadvantage of the Company. Notwithstanding the foregoing, it is understood
that, at all such times, I am free to use information which is generally known in the trade or industry through no breach of this Agreement and I am free to discuss the terms and conditions of my employment with others to the extent permitted by
law. 
 1.3 Third Party Information. I understand, in addition, that the Company has received and in
the future will receive from third parties their confidential and/or proprietary knowledge, data, or information (“Third Party Information”). During my employment and thereafter, I will hold Third Party Information in the strictest
confidence and will not disclose to anyone (other than Company personnel who need to know such information in connection with their work for the Company) or use, except in connection with my work for the Company, Third Party Information unless
expressly authorized by an officer of the Company in writing. 

 


  
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 1.4 Term of Nondisclosure Restrictions. I understand that
Proprietary Information and Third Party Information is never to be used or disclosed by me, as provided in this Section 1. If, however, a court decides that this Section 1 or any of its provisions is unenforceable for lack of reasonable
temporal limitation and the Agreement or its restriction(s) cannot otherwise be enforced, I agree and the Company agrees that the one (1) year period after the date my employment ends shall be the temporal limitation relevant to the contested
restriction, provided, however, that this sentence shall not apply to trade secrets protected without temporal limitation under applicable law. 
 1.5 No Improper Use of Information of Prior Employers and Others. During my employment by the Company, I will not improperly use or disclose any confidential information or trade secrets, if any,
of any former employer or any other person to whom I have an obligation of confidentiality, and I will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom
I have an obligation of confidentiality unless consented to in writing by that former employer or person. 
 2. Assignment of
Inventions. 
 2.1 I agree that Inventions made or conceived by me, by myself or with
others, even if made or conceived without the use of the Company’s resources shall be the property of the Company without royalty or other consideration to me if they are made or conceived either: (1) during the period of my employment by
the Company; (2) during any period after termination of my employment during which I am retained as a consultant; or (3) with use of the Company’s Inventions or Proprietary Information. I agree to inform the Company promptly and fully
of any such Inventions. 
 2.2 At the Company’s request and expense I agree to execute any and
all applications, assignments, or other documents which the Company requests to apply for, register, and/or obtain copyrights or Letters Patent of the United States, or to otherwise protect the Company’s interest in any Inventions. 

2.3 I assign to the Company all interests and rights, including but not limited to copyrights in such
Inventions and applications for United States Letters Patent for such Inventions. I also waive any claim to moral rights in any Inventions. To the extent that any Inventions do not qualify as “works made for hire” under U.S. copyright law,
this Agreement will constitute an irrevocable assignment by me to the Company of the ownership of, and all rights of copyright in, such Inventions, and I agree to execute any writings requested by the Company to evidence such ownership.



 3. Duty of Loyalty During Employment. I agree that during the period of my employment by the
Company I will not, without the Company’s express written consent, directly or indirectly engage in any employment or business activity which is directly or indirectly competitive with, or would otherwise conflict with, my employment by the
Company. 
 4. No Solicitation of Employees, Consultants, Contractors, or Customers or Potential Customers. I agree that during
the period of my employment and for the six (6) month period after the date my employment ends for any reason, including but not limited to voluntary termination by me or involuntary termination by the Company, I will not, as an officer,
director, employee, consultant, owner, partner, or in any other capacity, either directly or through others, except on behalf of the Company: 
 4.1 solicit, induce, encourage, or participate in soliciting, inducing, or encouraging any employee of the Company to terminate his or her relationship with the Company; 

4.2 hire, employ, or engage in business with or attempt to hire, employ, or engage in business with any person
employed by the Company or who has left the employment of the Company within the preceding three (3) months or discuss any potential employment or business association with such person, even if I did not initiate the discussion or seek out the
contact; 
 4.3 solicit, induce or attempt to induce any Customer or Potential Customer, or any
consultant or independent contractor with whom I had direct or indirect contact or whose identity I learned as a result of my employment with the Company, to terminate, diminish, or materially alter in a manner harmful to the Company its
relationship with the Company; or 
 perform, provide or attempt to perform or provide any Conflicting Services for any
Customer or Potential Customer, or any consultant or independent contractor with whom I had direct or indirect contact or whose identity I learned as a result of my employment with the Company. “Conflicting Services” means
any product, service, or process of any person or organization other than the Company that directly competes with a product, service, or process of the Company with which I worked directly or indirectly during my employment by the Company or about
which I acquired Proprietary Information during my employment by the Company. 
 4.4 The parties agree
that for purposes of this Agreement, a “Customer or Potential Customer” is any person or entity who or which, at any time during my employment while I remain employed or, in the event my employment terminates, during the one
(1) year prior to the date my employment with the Company ends, (i) contracted for, was billed for, or received from the Company any product, service or process with


 


  
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which I worked directly or indirectly during my employment by the Company or about which I acquired Proprietary Information; or (ii) was in contact with me or in contact with any other
employee, owner, or agent of the Company, of which contact I was or should have been aware, concerning any product, service or process with which I worked directly or indirectly during my employment with the Company or about which I acquired
Proprietary Information; or (iii) was solicited by the Company in an effort in which I was involved or of which I was or should have been aware. 
 5. Reasonableness of Restrictions. 
 5.1 I
agree that I have read this entire Agreement and understand it. I agree that this Agreement does not prevent me from earning a living or pursuing my career. I agree that the restrictions contained in this Agreement are reasonable, proper, and
necessitated by the Company’s legitimate business interests. I represent and agree that I am entering into this Agreement freely and with knowledge of its contents with the intent to be bound by the Agreement and the restrictions contained in
it. 
 5.2 In the event that a court finds this Agreement, or any of its restrictions, to be
ambiguous, unenforceable, or invalid, I and the Company agree that the court shall read the Agreement as a whole and interpret the restriction(s) at issue to be enforceable and valid to the maximum extent allowed by law. 

5.3 If the court declines to enforce this Agreement, I and the Company agree that this Agreement will be
automatically modified to provide the Company with the maximum protection of its business interests allowed by law and I agree to be bound by this Agreement as modified. 

5.4 Furthermore, the parties agree that the market for the Company’s products is the Washington DC
metropolitan area and any other jurisdiction where the Company maintains an office or branch. If, however, a court still decides that this Agreement or any of its restrictions is unenforceable for lack of reasonable geographic limitation and the
Agreement or restriction(s) cannot otherwise be enforced, the parties hereby agree that the twenty-five (25) mile radius from any branch or department of the Company shall be the geographic limitation relevant to the contested restriction.

 6. No Conflicting Agreement Or Obligation. I represent that my performance of all the terms of this Agreement and as an employee of
the Company does not and will not breach any agreement to keep in confidence information acquired by me in confidence or in trust prior to my employment by the Company. I have not entered into, and I agree I will not enter into, any agreement either
written or oral in conflict herewith. 


 7. Return of Company Property. When I leave the employ of the Company, I will deliver to the Company
any and all tangible and intangible property belonging to the Company including, without limitation: computers, printers, computer hardware and software, computer programs, diskettes, CD’s, DVD’s, audio and videotapes, cell phones,
PDA’s, downloads, drawings, notes, memoranda, specifications, devices, formulas, and documents, together with all copies thereof, and any other material containing or disclosing any Company Inventions, Third Party Information or Proprietary
Information of the Company. I further agree that any property situated on the Company’s premises and owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company
personnel at any time with or without notice. Prior to leaving, I will cooperate with the Company in completing and signing the Company’s termination statement if requested to do so by the Company. 

8. Legal And Equitable Remedies. 
 8.1 I agree that it may be impossible to assess the damages caused by my violation of this Agreement or any of its terms. I agree that any threatened or actual violation of this Agreement or any of
its terms will constitute immediate and irreparable injury to the Company and the Company shall have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without bond and
without prejudice to any other rights and remedies that the Company may have for a breach or threatened breach of this Agreement. 
 8.2 I agree that if the Company is successful in whole or in part in any legal or equitable action against me under this Agreement, the Company shall be entitled to payment of all costs, including
reasonable attorney’s fees, from me. 
 8.3 In the event the Company enforces this Agreement
through a court order, I agree that the restrictions of Sections 4 and 5 shall remain in effect for a period of twelve (12) months from the effective date of the Order enforcing the Agreement. 

9. Notices. Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at
such other address as the party shall specify in writing. Such notice shall be deemed given upon personal delivery to the appropriate address or if sent by certified or registered mail, three (3) days after the date of mailing. 

10. Publication Of This Agreement To Subsequent Employers Or Business Associates Of Employee. 

10.1 If I am offered employment or the opportunity to enter into any business venture as owner, partner,
consultant or other capacity while the 

 


  
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restrictions described in Sections 4 and 5 of this Agreement are in effect, I agree to inform my potential employer, partner, co-owner and/or others involved in managing the business with which I
have an opportunity to be associated of my obligations under this Agreement and also agree to provide such person or persons with a copy of this Agreement. 
 10.2 I agree to inform the Company of all employment and business ventures which I enter into while the restrictions described in Sections 4 and 5 of this Agreement are in effect and I also
authorize the Company to provide copies of this Agreement to my employer, partner, co-owner and/or others involved in managing the business with which I am employed or associated and to make such persons aware of my obligations under this Agreement.

 11. General Provisions. 

11.1 Governing Law; Consent to Personal Jurisdiction. This Agreement will be
governed by and construed according to the laws of the State of Virginia as such laws are applied to agreements entered into and to be performed entirely within Virginia between Virginia residents. I hereby expressly consent to the personal
jurisdiction and venue of the state and federal courts located in Virginia for any lawsuit filed there against me by Company arising-from or related to this Agreement. 

11.2 Severability. In case any one or more of the provisions, subsections, or sentences contained in this
Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if
such invalid, illegal or unenforceable provision had never been contained herein. If moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope,
activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear. 

11.3 Successors and Assigns. This Agreement is for my benefit and the benefit of the Company, its successors,
assigns, parent corporations, subsidiaries, affiliates, and purchasers, and will be binding upon my heirs, executors, administrators and other legal representatives. 

11.4 Survival. The provisions of this Agreement shall survive the termination of my employment, regardless of
the reason, and the assignment of this Agreement by the Company to any successor in interest or other assignee.



 11.5 Employment At-Will. I agree and understand that nothing in
this Agreement shall change my at-will employment status or confer any right with respect to continuation of employment by the Company, nor shall it interfere in any way with my right or the Company’s right to terminate my employment at any
time, with or without cause or advance notice. 
 11.6 Waiver. No waiver by the Company of any breach
of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by the Company of any right under this Agreement shall be construed as a waiver of any other right. The Company shall not be required to give notice to enforce
strict adherence to all terms of this Agreement. 
 11.7 Advice of Counsel. I
ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND I HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED
AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF. 
 11.8 Entire Agreement. The
obligations pursuant to Sections 1 and 2 of this Agreement shall apply to any time during which I was previously engaged, or am in the future engaged, by the Company as a consultant if no other agreement governs nondisclosure and assignment of
inventions during such period. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between us. No modification of or amendment to this
Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of
this Agreement. 

 


  
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 This Agreement shall be effective as of March 31, 2011. 

I HAVE READ THIS AGREEMENT CAREFULLY AND
UNDERSTAND ITS TERMS. 
  

			
	  

	(Signature)
	
	  

	(Printed Name)
	
	ACCEPTED AND AGREED TO:
	VIRGINIA COMMERCE BANK
		
	By:	 	  



  
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