Exhibit 10.11


 


CARDINAL FINANCIAL
CORPORATION


INCENTIVE STOCK OPTION AGREEMENT


 


                This Incentive Stock Option Agreement (this “Agreement”),
dated as of the Grant Date set forth below, is by and between Cardinal
Financial Corporation, a Virginia corporation (the “Corporation”), and the key
employee of the Corporation identified below (the “Optionee”).  For good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by the Corporation and
the Optionee, the parties hereto agree as follows:


 


                                                Optionee:


 


                                                Grant Date:


 


                                                Number of shares of Common Stock


                                                subject to option (“Option Shares”):


 


                                                Exercise Price per Option Share:


 


                                                Vesting:                                                                                        20%
per year on the anniversary date of the grant.


 


                                                Optionee’s Address for Notices:


 


 


                                                Exhibit A attached
hereto is incorporated herein by reference.


 


                                                IN WITNESS
WHEREOF, the parties hereto have executed and delivered this Agreement as of
the Grant Date.


 


 


	
   

  	
  CARDINAL
  FINANCIAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Bernard H. Clineburg

  
	
   

  	
  Title:

  	
  Chairman & CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  



 

















 


 


EXHIBIT A


TO


CARDINAL FINANCIAL
CORPORATION


INCENTIVE STOCK OPTION AGREEMENT


 


                1.             Grant of Option. Subject to
the provisions of the Cardinal Financial Corporation 2002 Stock Option Plan and
from time to time thereafter (the “Plan”) and this Agreement, the Corporation
hereby grants to the Optionee the right and option (the “Option”) to purchase
from the Corporation shares of the Corporation’s Common Stock. The number of
shares covered by the Option (the “Option Shares”) and the exercise price per
share are set forth on the cover page to this Agreement (the “Cover Page”).  The Option is intended to qualify as an
incentive stock option under Section 422 of the Internal Revenue Code of
1986, as amended (the “Code”), to the extent possible.  To the extent the Option is not so
qualifying, it shall be treated as a nonqualified stock option.  If an Option is treated as an incentive stock
option in part and as a nonqualified stock option in part, the Optionee may
designate which portion of such Option the Optionee is exercising and separate
certificates representing each such portion shall be issued upon the exercise
of the Option.  In the absence of such
designation, the Optionee shall be deemed to have exercised the incentive stock
option portion of the Option first.


 


                2.             Vesting and Expiration.


 


                                (a)           The
Option shall become exercisable as set forth on the Cover Page; provided
that, except as otherwise expressly provided in this Agreement, the Optionee is
employed by the Corporation on the date of exercise.


 


                                (b)           Notwithstanding
any other provision hereof, the Option shall expire on the tenth anniversary of
the Grant Date.


 


                3.             Exercise Following Termination
of Employment. If the Optionee’s employment with the Corporation is
terminated for any reason, including death or Disability (as defined below),
the outstanding portion of the Option shall, to the extent then vested, remain
exercisable until the first to occur of (a) the tenth anniversary of the
Grant Date and (b) the expiration of three months after the date of
termination of the Optionee’s employment with the Corporation, provided
that if the Optionee ceases to be employed by the Corporation by reason of
death or Disability, the period referred to in this clause (b) shall be
one (1) year following the date the Optionee ceases to be an employee of
the Corporation.  As used herein, “Disability”
means the inability of the Optionee 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 has lasted or can be expected to
last for a continuous period of not less than one (1) year.


 


                4.             Effect
of Change of Control on Vesting.  In
the event of a merger, or consolidation of the Corporation with or into another
unaffiliated entity, or the acquisition by another unaffiliated entity or
person, or a “group” as defined in Section 13(d)(3) of the Securities
Exchange Act of 1934, of all or substantially all of the Corporation’s assets
or more than fifty percent (50%) of the voting power represented by the
Corporation’s then outstanding voting stock, or the liquidation, dissolution,
or winding up of the Corporation (other than a restructuring transaction which
results in the continuation of the Corporation’s business by an affiliated
company), then the Option shall 


 

















 


immediately become
exercisable with respect to all Option Shares and at the discretion of the
Corporation:  (a) the Option shall
be assumed or an equivalent Option substituted by any successor corporation to
the Corporation, or (b) the Corporation shall make provision for the
Optionee to exercise the Option, for a minimum of ten (10) days prior to
such event, as to all Option Shares.


 


5.             Exercise. The Option may be
exercised by delivering to the Corporation at its principal offices a written
notice, signed by a person entitled to exercise the Option, of the election to
exercise the Option and stating the number of Option Shares to be purchased.
Such notice shall be accompanied by the payment of the full exercise price of
the Option Shares to be purchased. Upon payment in accordance with the Plan and
within the time period specified by the Corporation of the amount, if any,
required to be withheld for Federal, state and local tax purposes on account of
the exercise of the Option (provided that the Optionee may at the time
of exercise authorize the Corporation to withhold from the Optionee’s next
salary or other payment, if any, all or part of the amount, if any, required to
be withheld by the Corporation on account of such exercise), the Option shall
be deemed exercised as of the date the Corporation received such notice. Upon
the proper exercise of the Option and proper payment as set forth under Section 6,
subject to the other provisions of this Agreement, the Corporation shall issue
in the name of the person exercising the Option, and deliver to such person, a
certificate or certificates for the Option Shares purchased.


 


6.             Payment.  Payment of the full exercise price shall be
in the form of cash, Option Shares of capital stock of the Corporation having a
fair market value (as defined in the Plan) on the date of exercise equal to the
full exercise price, or by any combination of cash and Option Shares of such
capital stock.


 


7.             Nontransferability of Option.
The Option shall not be transferable by the Optionee except by will or the laws
of descent and distribution. In the event of any such transfer, the Option must
be transferred to the same person or persons or entity or entities. Without
limiting the generality of the foregoing, the Option shall not be sold,
transferred except as aforesaid, assigned, pledged or otherwise encumbered or
disposed of, shall not be assignable by operation of law, and shall not be
subject to execution, attachment or similar process. Any attempted sale,
transfer, pledge, assignment or other encumbrance or disposition of the Option
contrary to the provisions hereof, or the levy of any execution, attachment or
similar process upon the Option, shall be null and void and without effect.
During the lifetime of the Optionee, the Option may be exercised only by the
Optionee or the Optionee’s agent, attorney-in-fact or guardian. Following the
death of the Optionee, the Option may be exercised by the Optionee’s
beneficiary or estate to the extent permitted by Section 3.


 


8.             Disposition of Option Shares.  Without limiting the generality of Section 7,
the Optionee shall notify the Corporation in writing of any sale or other
disposition of any Option Shares purchased upon the exercise of the Option if
such sale or disposition occurs (a) within two (2) years of the Grant
Date or (b) within one (1) year after the exercise of the Option with
respect to such Option Shares, whichever occurs later.


 


9.             Adjustments Upon Change in
Common Stock. Upon the occurrence of the events referred to in Article VII
of the Plan, the Board of Directors of the Corporation shall make 


 


 


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appropriate adjustments
to the relevant provisions of the Option in accordance with the terms of the
Plan.


 


10.           Compliance with Securities Laws.  The Option and the Option Shares have been
registered under the Securities Act of 1933, as amended (the “Securities Act”),
and under any applicable state securities laws (the Securities Act and such
state laws being hereinafter sometimes referred to as the “Securities Laws”).


 


11.           Miscellaneous.


 


                                (a)           Notices. Any notice hereunder
shall be in writing, and delivered or sent by first-class U.S. mail, postage
prepaid, addressed to:


 


                                                (i)            if
to the Corporation, at:


                                                                Cardinal
Financial Corporation


                                                                8270
Greensboro Drive, Suite 500


                                                                McLean,
VA  22102


                                                                Attn:
Secretary


 


                                                (ii)           if
to the Optionee, at the address set forth on the Cover Page,


 


subject to the right of
either party, by written notice hereunder, to designate at any time hereafter
some other address.


 


                                (b)           Compliance with Law and
Regulations. The Option and the obligation of the Corporation to sell and
deliver Option Shares hereunder shall be subject to all applicable Federal and
state laws, rules and regulations and to such approvals by any government
or regulatory agency as may be required. Notwithstanding any other provision of
this Agreement, the Option may not be exercised if its exercise, or the receipt
of Option Shares pursuant thereto, would be contrary to applicable laws, any
listing agreement to which the Corporation is a party, and the rules of
all domestic stock exchanges on which the Corporation’s shares may be listed.


 


                                (c)           No Rights as Shareholder. The
Optionee shall have no rights as a shareholder with respect to any Option
Shares subject to the Option prior to the date of issuance to the Optionee of a
certificate or certificates for such Option Shares.


 


                                (d)           No Employment Rights. Nothing
in the Plan, this Agreement or the grant of the Option shall confer upon the
Optionee any rights to continued employment or service with the Corporation or
an affiliate or shall interfere with the right of the Corporation or the
affiliate to terminate the Optionee’s employment or service with the
Corporation.


 


                                (e)           Withholding.  The Corporation shall, to the extent
permitted by law, have the right to deduct from any payment of any kind
otherwise due to the Optionee any Federal, state and local taxes required by
law to be withheld or collected with respect to the Option.


 


 


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                                (f)            Reservation
of Option Shares; Certain Costs. The Corporation shall keep available
sufficient authorized but unissued Option Shares needed to satisfy the
requirements of this Agreement. The Corporation shall pay any original issue
tax that may be due upon the issuance of Option Shares pursuant to the Option
and all other costs incurred by the Corporation in issuing such Option Shares.


 


                                (g)           Employment
by Affiliates. For the purpose of this Agreement, employment by an
Affiliate of, or a successor to, the Corporation shall be considered employment
by the Corporation. “Affiliate” as used herein shall have the meaning of “subsidiary”
or “parent” corporation  (within the
meaning of Section 424 of the Code) of the Corporation.


 


                                (h)           Plan
Governs. The Optionee hereby acknowledges receipt of a copy of the Plan and
agrees to be bound by its terms, all of which are incorporated herein by
reference. The Plan (as amended from time to time, including amendments adopted
after the Grant Date) shall govern in the event of any conflict between this
Agreement and the Plan.


 


                                (i)            Choice
of Law. This Agreement shall be construed in accordance with and be
governed by the laws of the Commonwealth of Virginia.


 


                                (j)            Counterparts.
This Agreement may be executed in two counterparts each of which shall
constitute one and the same instrument.


 


 


 


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