**Exhibit 10.1**

 

**CARDINAL FINANCIAL CORPORATION**

 

**Executive Deferred Income Plan**

 

Effective January 1, 2005

 

Amended and Restated Effective October 21,2008

 

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CardinalFinancial Corporation

ExecutiveDeferred Income Plan

Amended andRestated Effective October 21, 2008

 

**TABLE OFCONTENTS**

 
| **ARTICLE I**   | **INTRODUCTION**                         | 1      |
|-----------------|------------------------------------------|--------|
| ** **      | ** **                               |   |
| 1.1             | Name                                     | 1      |
| 1.2             | Purpose                                  | 1      |
| 1.3             | Interpretation                           | 1      |
|            |                                     |   |
| **ARTICLE II**  | **DEFINITIONS**                          | 2      |
|            |                                     |   |
| 2.1             | Generally                                | 2      |
| 2.2             | Account                                  | 2      |
| 2.3             | Balance                                  | 2      |
| 2.4             | Board of  Directors                      | 3      |
| 2.5             | Change of  Control                       | 3      |
| 2.6             | Code                                     | 3      |
| 2.7             | Committee                                | 3      |
| 2.8             | Company                                  | 3      |
| 2.9             | Compensation                             | 3      |
| 2.10            | Contributions                            | 3      |
| 2.11            | Custodian                                | 4      |
| 2.12            | Deemed  Earnings                         | 4      |
| 2.13            | Deemed  Crediting Options                | 4      |
| 2.14            | Deferral  Election Form                  | 4      |
| 2.15            | Designated  Beneficiary                  | 4      |
| 2.16            | Disability                               | 5      |
| 2.17            | Eligible  Employee                       | 5      |
| 2.18            | Employee                                 | 5      |
| 2.19            | ERISA                                    | 5      |
| 2.20            | Key Employee                             | 5      |
| 2.21            | Leave of  Absence                        | 5      |
| 2.22            | Matching  Contribution                   | 6      |
| 2.23            | Matching  Contribution Account           | 6      |
| 2.24            | Participant                              | 6      |
| 2.25            | Participant  Deferral                    | 6      |
| 2.26            | Participant  Deferral Account            | 6      |
| 2.27            | Performance  Based Compensation          | 6      |
| 2.28            | Plan Year                                | 7      |
| 2.29            | Retirement                               | 7      |
| 2.30            | Separation  from Service                 | 7      |
| 2.31            | Unforeseeable  Emergency                 | 7      |
| 2.32            | Valuation  Date                          | 7      |
|            |                                     |   |
| **ARTICLE III** | **ELIGIBILITY & PARTICIPATION** | 7      |
|            |                                     |   |
| 3.1             | Eligibility  Requirements                | 7      |
|                 |                                          |        |  |

 

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CardinalFinancial Corporation

ExecutiveDeferred Income Plan

Amended andRestated Effective October 21, 2008

 
| 3.2              | Participation                                                   | 8      |
|------------------|-----------------------------------------------------------------|--------|
|             |                                                            |   |
| **ARTICLE IV**   | **ELECTIONS, DEFERRALS & MATCHING CONTRIBUITONS**      | 8      |
|             |                                                            |   |
| 4.1              | Participant  Election to Defer Compensation                     | 8      |
| 4.2              | Irrevocability,  New Participants                               | 9      |
| 4.3              | Matching  Contributions                                         | 9      |
|             |                                                            |   |
| **ARTICLE V**    | **ACCOUNTS & ACCOUNT CREDITING**                       | 9      |
|             |                                                            |   |
| 5.1              | Establishment  of a Participant’s Account                  | 9      |
| 5.2              | Deemed  Crediting Options                                       | 10     |
| 5.3              | Allocation  of Account Among Deemed Crediting Options           | 11     |
| 5.4              | Valuation  and Risk of Decrease in Value                        | 11     |
| 5.5              | Limited  Function of Committee                                  | 11     |
|             |                                                            |   |
| **ARTICLE VI**   | **VESTING**                                                     | 12     |
|             |                                                            |   |
| 6.1              | Vesting of  Participant Deferrals                               | 12     |
| 6.2              | Vesting of  Matching Contributions                              | 12     |
|             |                                                            |   |
| **ARTICLE VII**  | **DISTRIBUTIONS**                                               | 12     |
|             |                                                            |   |
| 7.1              | Distributions  Generally                                        | 12     |
| 7.2              | Distributions                                                   | 12     |
| 7.3              | Timing and  Method of Payment Not Specified in Section 7.2 | 14     |
| 7.4              | Distributions  Resulting from Unforeseeable Emergency           | 16     |
| 7.5              | Distributions  of Small Accounts                                | 16     |
|             |                                                            |   |
| **ARTICLE VIII** | **ADMINISTRATION & CLAIMS PROCEDURES**                 | 17     |
|             |                                                            |   |
| 8.1              | Duties of  the Committee                                        | 17     |
| 8.2              | Organization  of the Committee                                  | 17     |
| 8.3              | Limitation  of Liability                                        | 18     |
| 8.4              | Committee  Reliance on Records and Reports                      | 18     |
| 8.5              | Costs of the  Plan                                              | 18     |
| 8.6              | Claims  Procedure                                               | 19     |
| 8.7              | Litigation                                                      | 19     |
|             |                                                            |   |
| **ARTICLE IX**   | **AMENDMENT, TERMINATION & REORGANIZATION**            | 20     |
|             |                                                            |   |
| 9.1              | Amendment                                                       | 20     |
| 9.2              | Amendment  Required By Law                                      | 20     |
| 9.3              | Termination                                                     | 21     |
| 9.4              | Consolidation/Merger                                            | 21     |
|             |                                                            |   |
| **ARTICLE X**    | **GENERAL PROVISIONS**                                          | 21     |
|             |                                                            |   |
| 10.1             | Applicable  Law                                                 | 21     |
| 10.2             | Benefits Not  Transferable or Assignable                        | 21     |
| 10.3             | Not an  Employment Contract                                     | 22     |
| 10.4             | Notices                                                         | 22     |
| 10.5             | Severability                                                    | 23     |
|                  |                                                                 |        |  |

 

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CardinalFinancial Corporation

ExecutiveDeferred Income Plan

Amended andRestated Effective October 21, 2008

 
| 10.6  | Participant  is General Creditor with No Rights to Assets         | 23 |
|-------|-------------------------------------------------------------------|----|
| 10.7  | No Trust  Relationship Created                                    | 24 |
| 10.8  | Limitations  on Liability of the Company                          | 25 |
| 10.9  | Plan  Establishes Agreement Between Employer and Participant Only | 25 |
| 10.10 | Independence  of Benefits                                         | 25 |
| 10.11 | Unclaimed  Property                                               | 25 |
| 10.12 | Required Tax  Withholding and Reporting                           | 26 |

 

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CardinalFinancial Corporation

ExecutiveDeferred Income Plan

Amended andRestated Effective October 21, 2008

 

**ARTICLE I**

**INTRODUCTION**

 

**1.1****                               Name**

 

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

 

**1.2****                               Purpose**

 

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

 

**1.3****                               Interpretation**

 

A.                                   Throughoutthe Plan, certain words and phrases have meanings, which are specificallydefined for purposes of the Plan. These words and phrases can be identified inthat the first letter of the word or words in the phrase is capitalized. Thedefinitions of these words and phrases are set forth in Article II andelsewhere in the Plan document. Wherever appropriate, pronouns of any gendershall be deemed synonymous, as shall singular and plural pronouns. Headings ofArticles and Sections are for convenience or reference only, and are not to beconsidered in the construction or interpretation of the Plan. The Plan shall beinterpreted and administered to give effect to its purpose in Section 1.2and to qualify as a nonqualified, unfunded plan of deferred compensation.

 

B.                                     Anybenefit, payment or other right provided by the Plan shall be provided or madein a manner, and at such time, in such form and subject to such electionprocedures (if any), as complies with the applicable requirements of Code section409A to avoid a plan failure described in Code section 409A(a)(1), includingwithout limitation, deferring payment until the occurrence of a specifiedpayment event described in Code section 409A(a)(2). Notwithstanding any otherprovision hereof or document pertaining hereto, the Plan shall be construed,interpreted and administered to meet the applicable requirements of Codesection 409A and Treasury Regulations thereunder to avoid a plan failuredescribed in Code section 409A(a)(1).

 

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Cardinal FinancialCorporation

ExecutiveDeferred Income Plan

Amended andRestated Effective October 21, 2008

 

C.                                     Itis specifically intended that all elections, consents and modifications theretounder the Plan will comply with the requirements of Code section 409A (includingany transition or grandfather rules thereunder). The Company is authorizedto adopt rules or regulations deemed necessary or appropriate inconnection therewith to anticipate and/or comply the requirements of Codesection 409A (including any transition or grandfather rules thereunder)and to declare any election, consent or modification thereto void ifnon-compliant with Code section 409A.

 

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

 

**ARTICLE II**

**DEFINITIONS**

 

**2.1****                               Generally**

 

Certain words and phrases are defined when first used in laterparagraphs of this Plan. Unless the context clearly indicates otherwise, thefollowing words and phrases when used in this Plan shall have the followingrespective meanings:

 

**2.2****                               Account**

 

“Account” shall mean the interest of a Participant in the Plan asrepresented by the hypothetical bookkeeping entries kept by the Company foreach Participant. Each Participant’s interest may be divided into one or moreseparate accounts or sub-accounts, including the Participant Deferral Accountand the Matching Contribution Account, which reflect not only the Contributionsinto the Plan, but also gains and losses, and income and expenses allocatedthereto, as well as distributions or any other withdrawals. The value of theseaccounts or sub-accounts shall be determined as of the applicable ValuationDate. The existence of an account or bookkeeping entries for a Participant (orhis Designated Beneficiary) does not create, suggest or imply that aParticipant, Designated Beneficiary, or other person claiming through themunder this Plan, has a beneficial interest in any asset of the Company.

 

**2.3****                               Balance**

 

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

 

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CardinalFinancial Corporation

ExecutiveDeferred Income Plan

Amended andRestated Effective October 21, 2008

 

**2.4****                               Boardof Directors**

 

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

 

**2.5****                               Changeof 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 theCompany that, together with stock held by such person or group constitutes morethan 50% of the total fair market value or total voting power of the stock ofthe Company; or (ii) the date that any one person, or more than oneperson, acting as a group, acquires assets from the Company that have a totalgross fair market value equal to or more than 50% of the total gross fairmarket value of all the assets of the Company immediately before suchacquisition. This definition shall be interpreted in a manner that isconsistent with Treasury Regulation section 1.409A-3(i)(5).

 

**2.6****                               Code**

 

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

 

**2.7****                               Committee**

 

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

 

**2.8****          Company**

 

“Company” shall mean Cardinal Financial Corporation, its designatedsubsidiaries, and any corporate successors and assigns, unless otherwiseprovided herein.

 

**2.9****                               Compensation**

 

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

 

**2.10****                        Contributions**

 

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

 

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CardinalFinancial Corporation

ExecutiveDeferred Income Plan

Amended andRestated Effective October 21, 2008

 

**2.11****        Custodian**

 

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

 

**2.12****                        DeemedEarnings**

 

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

 

**2.13****                        DeemedCrediting Options**

 

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

 

**2.14****                        DeferralElection Form**

 

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

 

**2.15****                        DesignatedBeneficiary**

 

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

 

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CardinalFinancial Corporation

ExecutiveDeferred Income Plan

Amended andRestated Effective October 21, 2008

 

**2.16****                        Disability**

 

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

 

**2.17****                        EligibleEmployee**

 

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

 

**2.18****                        Employee**

 

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

 

**2.19****                        ERISA**

 

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

 

**2.20****                        KeyEmployee**

 

“Key Employee” shall mean a Participant who, as of December 31 ofa given year, meets the requirements of Code section 416(i)(1)(A)(i), (ii), or (iii) appliedin accordance with the regulations thereunder and disregarding Code section416(i)(5). A Participant who meets the criteria set forth in the precedingsentence will be considered a Key Employee for purposes of the Plan for the12-month period commencing on the next following April 1. In general, aParticipant will meet these criteria if he or she is (i) one of thetop-fifty most highly compensated officers with annual compensation in excessof $130,000 (as adjusted from time to time by Treasury regulations); (ii) afive percent owner of the Company; or (iii) a one percent owner of theCompany with annual compensation in excess of $150,000 (as adjusted from timeto time by Treasury Regulations).

 

**2.21****                        Leaveof Absence**

 

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

 

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CardinalFinancial Corporation

ExecutiveDeferred Income Plan

Amended andRestated Effective October 21, 2008

 

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

 

**2.22****                        MatchingContribution**

 

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

 

**2.23****                        MatchingContribution Account**

 

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

 

**2.24****                        Participant**

 

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

 

**2.25****                        ParticipantDeferral**

 

“Participant Deferral” shall mean voluntary Participant deferralamounts, which could have been received currently but for the election to deferand are credited to his Account for later distribution, subject to the terms ofthe Plan.

 

**2.26****                        ParticipantDeferral Account**

 

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

 

**2.27****                        PerformanceBased Compensation**

 

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

 

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CardinalFinancial Corporation

ExecutiveDeferred Income Plan

Amended andRestated Effective October 21, 2008

 

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

 

**2.28****                        PlanYear**

 

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

 

**2.29****                        Retirement**

 

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

 

**2.30****                        Separationfrom Service**

 

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

 

**2.31****                        UnforeseeableEmergency**

 

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

 

**2.32****                        ValuationDate**

 

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

 

**ARTICLEIII**

**ELIGIBILITY &PARTICIPATION**

 

**3.1****                               EligibilityRequirements**

 

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

 

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CardinalFinancial Corporation

ExecutiveDeferred Income Plan

Amended andRestated Effective October 21, 2008

 

Eligible Employee of his eligibility for a Plan Year in such form as itmay determine most appropriate. Current Participants remain eligible untilnotified otherwise.

 

**3.2****                               Participation**

 

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

 

**ARTICLE IV**

**ELECTIONS,DEFERRALS & MATCHING CONTRIBUTIONS**

 

**4.1****                               ParticipantElection to Defer Compensation**

 

A.                                   Priorto December 31 or an earlier date set by the Committee, a Participant mayelect to defer Compensation for services to be performed in the next followingPlan Year by the execution and timely filing, and the Committee’s acceptanceof, a Deferral Election Form in such form and according to such proceduresas the Committee may prescribe from time to time. Each such Deferral Election Form shallbe effective for the Plan Year to which the Deferral Election Form pertains.

 

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

 

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

 

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

 

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CardinalFinancial Corporation

ExecutiveDeferred Income Plan

Amended andRestated Effective October 21, 2008

 

**4.2****                               Irrevocability,New Participants**

 

Any Election Form delivered by a Participant shall be irrevocablewith respect to any Compensation or Performance Based Compensation covered bythe elections set forth therein after the last date for making an effectiveelection for such Compensation or Performance Based Compensation in accordancewith Code section 409A, or after any earlier date prescribed by the Committee. TheCommittee, however, may reduce or eliminate Participant Deferrals upon grantinga Participant’s request for a distribution based upon an UnforeseeableEmergency.

 

The initial Deferral Election Form of a new Participant shall befiled with the Company on a date established by the Committee, but in any eventnot later than 30 days following the date the Participant becomes eligible toparticipate in the Plan and shall be effective only with respect tocompensation for services to be performed subsequent to the initial electionthrough the end of that calendar year. Such first Deferral Election Form shallbe applicable to a Participant’s Compensation beginning with the first payrollin the month after such Form is filed and accepted by the Company.

 

**4.3****                               MatchingContributions**

 

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

 

**ARTICLE V**

**ACCOUNTS &ACCOUNT CREDITING**

 

**5.1****                               Establishmentof a Participant’s Account**

 

**A.****                                    BookkeepingAccount.**The Committee shall cause a deemed bookkeeping Account andappropriate sub-accounts, based upon the primary elective distribution option(s) tobe established and maintained in the name of each Participant, according to hisannual Deferral Election Form for the Plan Year. This Account shallreflect the amount of Participant Deferrals, Matching Contributions and DeemedEarnings credited on behalf of each Participant under this Plan. The existenceof an account or bookkeeping entries for a Participant (or his DesignatedBeneficiary) does not create, suggest or imply that a Participant, DesignatedBeneficiary, or other person claiming through them under this Plan, has abeneficial interest in any asset of the Company.

 

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CardinalFinancial Corporation

ExecutiveDeferred Income Plan

Amended andRestated Effective October 21, 2008

 

**B.****                                    BookkeepingActivity.**Participant Deferrals shall be credited to a Participant’sAccount on the business day they would otherwise have been made available ascash to the Participant. Matching Contributions shall be credited to aParticipant’s Account on the Valuation Date(s) the Company designates, inits sole discretion. Deemed Earnings shall be credited or debited to eachParticipant’s Account, as well as any distributions and any other withdrawalsunder this Plan, as of each Valuation Date. Accounts shall continue to becredited and debited with earnings and losses on each Valuation Date throughthe first to occur of (i) the last day of the payroll period in whichParticipant Separates from Service or (ii) such earlier date asestablished by the Committee with respect to amounts subject to a distributionon a Change of Control. Notwithstanding the foregoing, the portion of anAccount allocated to the Company Stock Deemed Crediting Option shall continueto be credited and debited with earnings and losses on each Valuation Dateuntil such portion is fully distributed under the terms of the Plan.

 

**5.2****                               DeemedCrediting Options**

 

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

 

**B.****                                    CompanyStock Deemed Crediting.**One of the Deemed Crediting Options shall beCompany Stock. Amounts credited to this option shall be deemed to be investedin shares of common stock of the Company. A Participant’s Account will becredited with deemed distributions if and when dividends are declared and paidwith respect to Company common stock, and such deemed dividends will be deemedto have been reinvested in Company common stock as of the first business dayfollowing 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 commonstock on all national securities exchanges on which the common stock may belisted. If there have been no sales on such day, the average of the highest bidand lowest asked prices on all such exchanges at the end of such day shall beused. If such common stock is not listed on any national exchange, then theaverage of the representative bid and asked prices quoted in the NationalAssociation of Securities Dealers, Inc. Automated Quotation System forsuch date or the next preceding date that the common stock was traded on suchmarket shall be used.

 

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CardinalFinancial Corporation

ExecutiveDeferred Income Plan

Amended andRestated Effective October 21, 2008

 

**5.3****                               Allocationof Account Among Deemed Crediting Options**

 

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

 

B.                                     Amountscredited to a Participant’s Account shall be deemed to be invested inaccordance with the most recent effective Deemed Crediting Option election. Asof the effective date of any new Deemed Crediting Option election, all or aportion of the Participant’s Account shall be reallocated among the designatedDeemed Crediting Options and according to the percentages specified in the newinstructions, until and unless subsequent instructions shall be filed andbecome effective. If the Custodian receives a Deemed Crediting Option election,which is unclear, incomplete or improper, the Deemed Crediting Option electionthen in effect shall remain in effect until the subsequent instruction isclarified, completed or otherwise made acceptable to the Custodian. Theeffective date of a Deemed Crediting Option election shall be the date suchelection is implemented by the Custodian. Such election shall be implementedthe day a clear and complete election is received and accepted by theCustodian.

 

**5.4****                               Valuationand Risk of Decrease in Value**

 

The Participant’s Account will be valued on the applicable ValuationDate at fair market value. On such date, Deemed Earnings will be allocated toeach Participant’s Account. Each Participant and Designated Beneficiary assumesthe risk in connection with any decrease in the fair market value of hisAccount.

 

**5.5****                               LimitedFunction of Committee**

 

By deferring compensation pursuant to the Plan, each Participant herebyagrees that the Company and Committee are in no way responsible for orguarantor of the investment results of the Participant’s Account. The Committeeshall have no duty to review, or to advise the Participant on, the investmentof the Participant’s Account; and in fact, shall not review or advise theParticipant thereon. Furthermore, the Committee shall have no power to directthe investment of the Participant’s Account other than promptly to carry outthe Participant’s deemed investment instructions when properly completed andtransmitted to the Committee and accepted according to its rules andprocedures.

 

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CardinalFinancial Corporation

ExecutiveDeferred Income Plan

Amended and RestatedEffective October 21, 2008

 

**ARTICLE VI**

**VESTING**

 

**6.1****                               Vestingof Participant Deferrals**

 

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

 

**6.2****                               Vestingof Matching Contributions**

 

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

 

Notwithstanding the above, a Participant shall become fully vested inhis Matching Contribution Account upon Death, Disability, Change of Control orRetirement. Upon other Separation from Service, a Participant shall be entitledto the vested portion of his Matching Contribution Account, and any non-vestedportion shall be forfeited.

 

**ARTICLEVII**

**DISTRIBUTIONS**

 

**7.1****          DistributionsGenerally**

 

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

 

**7.2****                               Distributions**

 

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

 

**A.****                                    RetirementDistribution.**If a Participant elects in his annual Deferral Election Form,he can receive upon his Retirement from the Company a distribution of theportion of the Participant’s Account attributable to contributions deferred onsuch Deferral Election Form (*i.e.,*Participant Deferrals and any related Matching Contributions and DeemedEarnings), which shall be distributed according to the method of paymentelected in his applicable Deferral Election Form. The election 

 

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CardinalFinancial Corporation

ExecutiveDeferred Income Plan

Amended andRestated Effective October 21, 2008

 

is made on an annual basis, applies only tothe Participant’s current Plan Year contributions, is irrevocable and ispayable according to the method of payment elected in the Participant’sapplicable annual Deferral Election Form. If the Participant dies whilereceiving Retirement installment payments, his Designated Beneficiary shallcontinue to receive the remaining installments. If subsequently, the DesignatedBeneficiary dies, any remaining installments will be paid to the DesignatedBeneficiary’s estate.

 

**B.****                                    Distributionon a Specific Date.**If a Participant elects in his annual Deferral ElectionForm, he can receive, as soon as three (3) years after the end of thedeferral Plan Year, a distribution of the portion of the Participant’s Accountattributable to contributions deferred on such Deferral Election Form (*i.e.,* Participant Deferrals and any related MatchingContributions and Deemed Earnings), which shall be distributed according to themethod of payment elected in his applicable Deferral Election Form. Theelection is made on an annual basis, applies only to the Participant’s currentPlan Year contributions, is irrevocable and is payable according to the methodof payment elected in the Participant’s applicable annual Deferral ElectionForm. 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 installmentswill be paid to the Designated Beneficiary’s estate.

 

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

 

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

 

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CardinalFinancial Corporation

ExecutiveDeferred Income Plan

Amended andRestated Effective October 21, 2008

 

**E.****                                      DistributionUpon Participant’s Disability.**If a Participant is determined by theCommittee to be Disabled, the portion of such Participant’s Accountattributable to contributions deferred on a Deferral Election Form (*i.e.,* Participant Deferrals and any related MatchingContributions and Deemed Earnings) shall be valued as of the Valuation Datenext following such Disability determination and shall be distributed in lumpsum or installments, as designated in his Deferral Election Form, within (orcommencing within, as applicable) sixty (60) days of such Disabilitydetermination; provided, however, that this sentence shall not apply ifdistribution of such portion of the Participant’s Account has commenced priorto such determination.

 

**F.****                                      OtherCircumstances.**If a Participant incurs a Separation from Service due to acause other than identified above, his vested Account shall be valued as of theValuation Date next following such Separation from Service and shall bedistributed in lump sum to him within sixty (60) days after such Separationfrom Service, regardless of any elections the Participant has made with respectto distribution of his Account. If a Participant experiences a Separation fromService or Retirement and distribution of all or a portion of his Account isnot governed by an applicable Deferral Election Form, his Account or suchportion shall be distributed to him in a lump sum within sixty (60) days aftersuch Separation from Service or Retirement. Notwithstanding the foregoing, theAccount of a Key Employee distributed under this Section 7.2.E shall bedistributed on the first business day following the six-month anniversary ofhis or her Separation from Service or Retirement.

 

**7.3****                               Timingand Method of Payment Not Specified in Section 7.2**

 

**A.****                                    RetirementDistribution.**At the election of a Participant in the applicable DeferralElection Form, a Participant may receive a Retirement distribution in a lumpsum or in payments of up to ten (10) annual installments (10 years) withthe first installment to begin within ten (10) days of the first businessday on or after January 1 in the calendar year following the Participant’sdate of Retirement and each subsequent installment to be paid thereafter withinten (10) days of the first business day on or after January 1 of eachcalendar year until the Account has been fully distributed; provided, however,the lump sum payment or initial installment payable to a Participant who is aKey Employee shall be paid on the earlier of the commencement date describedabove in this Section or the first business day following the six-monthanniversary of his Retirement.

 

**B.****                                    Distributionon a Specific Date.**At the election of a Participant in the applicableDeferral 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 deferralPlan Year. Distribution will be either in the form of a lump-sum, occurring nolater than thirty (30) days following the distribution date elected on theDeferral Election Form, or in up to ten (10) annual installment paymentsbeginning with 

 

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CardinalFinancial Corporation

ExecutiveDeferred Income Plan

Amended andRestated Effective October 21, 2008

 

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

 

**C.****                                    Changeof Control.**If so elected by the Participant in the applicable DeferralElection Form, a distribution of the portion of a Participant’s Accountattributable to deferral elections made on a Deferral Election Form (*i.e.*, Participant Deferrals and any related MatchingContributions and Deemed Earnings) shall be made to him, according to themethod of payment elected in his applicable Deferral Election Form, in theevent of a Change of Control. Such distribution shall override any otherParticipant election(s) (*e.g.*,Retirement, Specified Date) applicable to that portion of Participant’s Accountif distribution has not yet commenced on the date of the Change of Control. Ifsuch an overriding election is made, amounts will be distributed, or begin tobe distributed, within 60 days of the date of the Change of Control. Notwithstandingthe foregoing provision, no distribution shall be made to any Participant untilthe earliest date and upon such conditions as may be set forth under TreasuryRegulations issued pursuant to Code Section 409A. A Participant’s Accountshall be valued as of such effective date of the Change of Control. If no suchelection was made by the Participant in his Annual Deferral Election Form, hisdistribution election(s) will not be overridden.

 

**D.****                                    InstallmentPayments.**In any distribution in which a Participant has elected or willreceive distribution in periodic installments, the amount of each periodicinstallment shall be determined by applying a formula to the Account in whichthe numerator is the number one and the denominator is the number of remaininginstallments to be paid. For example, if a Participant elects ten (10) annualinstallments for a Retirement distribution, the first payment will be 1/10 ofthe Account, the second will be 1/9, the third will be 1/8; the fourth will be1/7 and so on until the Account is entirely distributed.

 

**E.****                                      Failureto Designate a Method of Payment.**In any situation in which the Committeeis unable to determine the method of payment because of incomplete, unclear, oruncertain instructions in a Participant’s Deferral Election Form, theParticipant will be deemed to have elected a lump sum distribution.

 

**F.****                                      SubsequentElections.**A Participant who has made an Specific Date distribution or aRetirement distribution election may make one or more subsequent elections topostpone the distribution date or to change the form of payment to another formpermitted by the Plan and in accordance with Code Section 409A. SuchSubsequent Election shall be made in writing in such form as is acceptable tothe Committee or by such other procedure, including electronic communications,as 

 

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CardinalFinancial Corporation

ExecutiveDeferred Income Plan

Amended andRestated Effective October 21, 2008

 

the Committee may prescribe and (i) ismade at least twelve months prior to the original distribution date (in thecase of a Specific Date distribution election); (ii) provides for aneffective date at least twelve months following the Subsequent Election; and (iii) postponesthe commencement of payment for a period of not less than five years from theprevious distribution date.

 

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

 

**7.4****                               DistributionsResulting from Unforeseeable Emergency**

 

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

 

Such distribution shall be limited to an amount that does not exceedthe amount necessary to satisfy such emergency, plus amounts necessary to paytaxes reasonably anticipated as a result of the distribution, after taking intoaccount the extent to which such hardship is or may be relieved throughreimbursement or compensation by insurance or otherwise or by liquidation ofthe Participant’s assets (to the extent the liquidation of such assets wouldnot itself cause severe financial hardship). Such distribution shall be made assoon as administratively practicable, but no later than sixty (60) days followingthe Committee’s determination of an Unforeseeable Emergency. Valuation dateshall be the same day as the day of receipt of the written request by theCustodian in such form or by such other procedure, including electroniccommunications, as the Committee may prescribe. The Balance not distributedfrom the Participant’s Account shall remain in the Plan.

 

**7.5****          Distributions ofSmall Accounts**

 

If at any time the value of the Participant’s Account is less than theapplicable dollar amount under Code section 402(g)(1)(B) (or such othergreater or lesser amount as may be permitted under Code section 409A andTreasury Regulations thereunder), the Committee, in its sole and exclusivediscretion, may make a distribution in lump sum of the value of the entireAccount. If the value of a Participant’s Account is zero upon the ValuationDate of any distribution, the

 

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CardinalFinancial Corporation

ExecutiveDeferred Income Plan

Amended andRestated Effective October 21, 2008

 

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

 

**ARTICLEVIII**

**ADMINISTRATION &CLAIMS PROCEDURE**

 

**8.1****                               Dutiesof the Committee**

 

The Committee shall be responsible for the general operation andadministration of the Plan, and shall have such powers as are necessary todischarge its duties under the Plan, including, without limitation, thefollowing:

 

A.            With the advice of thegeneral counsel of the Company, to construe and interpret the Plan, to decideall questions of eligibility, to determine the amount, manner and time ofpayment of any benefits hereunder, in each case in its discretion, to prescriberules and procedures to be followed by Participants and theirbeneficiaries under the Plan, and to otherwise carry out the purposes of thePlan; and

 

B.            To appoint or employindividuals to assist in the administration of the Plan and any other agentsdeemed advisable.

 

C.            All decisions of theCommittee shall be binding and conclusive upon all Participants, beneficiariesand other persons.

 

**8.2****                               Organizationof the Committee**

 

The Committee shall act by a majority of its members at the time inoffice. Committee action may be taken either by a vote at a meeting or bywritten consent without a meeting. The Committee may authorize any one or moreof its members to execute any document or documents on behalf of the Committee.The Committee shall notify the Company, in writing, of such authorization andthe name or names of its member or members so designated in such cases. TheCompany thereafter shall accept and rely on any documents executed by saidmember of the Committee or members as representing action by the Committeeuntil the Committee shall file with the Company a written revocation of suchdesignation. With the permission of the Company, the Committee may employ andappropriately compensate accountants, legal counsel, benefit specialists,actuaries, plan administrators and record keepers and any other persons as itdeems necessary or desirable in connection with the administration andmaintenance of the Plan. Such professionals and advisors shall not beconsidered members of the Committee for any purpose.

 

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CardinalFinancial Corporation

ExecutiveDeferred Income Plan

Amended andRestated Effective October 21, 2008

 

**8.3****                               Limitationof Liability**

 

A.                                   Nomember of the Board of Directors, no officer or Employee of the Company, northe Company shall be liable to any Employee, Participant, DesignatedBeneficiary or any other person for any action taken or act of omission inconnection with the administration or operation of this Plan unlessattributable to his own fraud or willful misconduct. Nor shall the Company beliable to any Employee, Participant, Designated Beneficiary or any other personfor 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 Employeeof the Company. Moreover, each Participant, Designated Beneficiary, and anyother person claiming a right to payment under the Plan shall only be entitledto look to the Company for payment, and shall not have the right, claim ordemand against the Committee (or any member thereof), any director, officer orEmployee of the Company.

 

B.                                     Tothe fullest extent permitted by the law and subject to the Company’sCertificate of Incorporation and By-laws, the Company shall indemnify theCommittee, each of its members, and the Company’s officers and Directors (andany Employee involved in carrying out the functions of the Company under thePlan) for part or all expenses, costs, or liabilities arising out of theperformance of duties required by the terms of the Plan, except for thoseexpenses, costs, or liabilities arising out of a member’s fraud, willfulmisconduct or gross negligence.

 

**8.4****                               CommitteeReliance on Records and Reports**

 

The Committee shall be entitled to rely upon certificates, reports, andopinions provided by an accountant, tax or pension advisor, actuary or legalcounsel employed by the Company or Committee. The Committee shall keep a recordof 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 ofthe Plan. The regularly kept records of the Committee and the Company shall beconclusive evidence of the service of a Participant, Compensation, age, maritalstatus, status as an Employee, and all other matters contained therein andrelevant to this Plan. The Committee, in any of its dealings with Participantshereunder, may conclusively rely on any Deferral Election Form, writtenstatement, representation, or documents made or provided by such Participants.

 

**8.5****                               Costsof the Plan**

 

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

 

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CardinalFinancial Corporation

ExecutiveDeferred Income Plan

Amended andRestated Effective October 21, 2008

 

important information concerning the imposition of this administrativeexpense. This administration charge, if any, shall operate as a reduction tothe bookkeeping Account of a Participant or his designated Beneficiary, and inthe absence of specification otherwise shall reduce the Account, and be chargedannually during the month of January.

 

**8.6****                               ClaimsProcedure**

 

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

 

The Committeeshall be responsible for deciding whether such claim is within the scopeprovided by the Plan (a “Covered Claim”) and for providing full and fair reviewof the decision with respect to such claim. In addition, the Company shallprovide a full and fair review to the extent required by ERISA. No Claimantshall be entitled to a benefit hereunder unless the Committee determines in itssole discretion that he or she is entitled to it.

 

Each Claimantor other interested person shall file with the Committee such pertinentinformation as the Committee may specify, and in such manner and form as theCommittee may specify and provide, and such person shall not have any rights orbe 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. EachClaimant 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 determinedthat a Claimant has not incurred a Covered Claim or if the Claimant shall failto furnish such proof as is requested, no benefits or no further benefitshereunder, as the case may be, shall be payable to such Claimant.

 

**B.****                                    ClaimDecision.**For all purposes under the Plan, the Committee’s decision withrespect to a claim if no review is requested and the decision with respect to aclaim if review is requested shall be final, binding and conclusive on allinterested 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 actionor judicial proceeding affecting the Plan. No Participant or DesignatedBeneficiary or any other person claiming under the Plan shall be entitled toservice of process or notice of such action or proceeding, except as may beexpressly required by law. Any final judgment in such action or proceedingshall be binding on all Participants, Designated Beneficiaries or personsclaiming under the Plan.

 

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CardinalFinancial Corporation

ExecutiveDeferred Income Plan

Amended andRestated Effective October 21, 2008

 

**ARTICLE IX**

**AMENDMENT,TERMINATION & REORGANIZATION**

 

**9.1****                               Amendment**

 

The Company reserves the right to amend the Plan, by resolution of theCompany, to the extent permitted under the Code and ERISA. However, noamendment to the Plan shall be effective to the extent that it has the effectof decreasing a Participant’s (or Designated Beneficiary’s) accrued benefitprior to the date of the amendment. The Company may act through its Board ofDirectors, or the Board of Directors may delegate its authority to amend the Planto the Committee.

 

**9.2****                               AmendmentRequired 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 thePlan is treated as a nonqualified plan of deferred compensation under the Codeand ERISA, or to bring it into conformance with the Code or Treasury or SECregulations or requirements for such plans. This includes the right to amendthis Plan, so that any Trust, if applicable, created in conjunction with thisPlan, will be treated as a grantor Trust under Sections 671 through 679 of theCode, and to otherwise conform the Plan provisions and such Trust, ifapplicable, to the requirements of any applicable law.

 

**9.3****                               Termination**

 

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

 

**9.4****                               Consolidation/Merger**

 

The Company shall not enter into any consolidation or merger withoutthe guarantee and assurance of the successor or surviving company or companiesto the obligations contained under the Plan. Should such consolidation ormerger occur, the term “Company” as defined and used in this Plan shall referto the successor or surviving company.

 

**ARTICLE X**

**GENERALPROVISIONS**

 

**10.1****                        ApplicableLaw**

 

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

 

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CardinalFinancial Corporation

ExecutiveDeferred Income Plan

Amended andRestated Effective October 21, 2008

 

Plan intend that this Plan shall be a nonqualified unfunded plan ofdeferred compensation without plan assets and any ambiguities in itsconstruction shall be resolved in favor of an interpretation which will effectthis intention.

 

**10.2****                        BenefitsNot Transferable or Assignable**

 

A.                                   Benefitsunder 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 benefitsshall be void, nor shall any such benefits be in any way liable for or subjectto the debts, contracts, liabilities, engagements or torts of any personentitled to them. However, a Participant may name a recipient for any benefitspayable or which would become payable to a Participant upon his death. This Section shallalso apply to the creation, assignment or recognition of a right to any benefitpayable with respect to a Participant pursuant to a domestic relations order,including a qualified domestic relations order under Section 414 of theCode. In addition, the following actions shall not be treated or construed asan assignment or alienation: (a) Plan Contribution or distribution taxwithholding; (b) recovery of distribution overpayments to a Participant orDesignated Beneficiary; (c) direct deposit of a distribution to aParticipant’s or Designated Beneficiary’s banking institution account; or (d) transferof Participant rights from one Plan to another Plan, if applicable.

 

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

 

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

 

(2)                                  protectthe operation and consequences of the Plan for the Company and allParticipants; and

 

(3)                                  requestany other equitable relief the Company in its sole and exclusive judgment mayfeel appropriate.

 

Benefits which may become payable during thependency of such an action shall, at the sole discretion of the Company, eitherbe:

 

(1)           paid into the court as they become payableor

 

(2)                                  heldin the Participant’s or Designated Beneficiary’s Account subject to the court’sfinal distribution order.

 

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CardinalFinancial Corporation

ExecutiveDeferred Income Plan

Amended andRestated Effective October 21, 2008

 

**10.3****                        Not anEmployment Contract**

 

The Plan is not and shall not be deemed to constitute a contractbetween the Company and any Employee, or to be a consideration for, or aninducement to, or a condition of, the employment of any Employee. Nothingcontained in the Plan shall give or be deemed to give an Employee the right toremain in the employment of the Company or to interfere with the right to beretained in the employ of the Company, any legal or equitable right against theCompany, or to interfere with the right of the Company to discharge anyEmployee at any time. It is expressly understood by the parties hereto thatthis Plan relates to the payment of deferred compensation for the Employee’sservices, generally payable after separation from employment with the Company,and is not intended to be an employment contract.

 

**10.4****                        Notices**

 

A.                                   Anynotices required or permitted hereunder shall be in writing and shall be deemedto be sufficiently given at the time when delivered personally or when mailedby certified or registered first class mail, postage prepaid, addressed toeither party hereto as follows:

 

If to the Company or the Committee:

 

Cardinal Financial Corporation

8270 Greensboro Drive

Suite 500

McLean, Virginia  22102

 

If to the Participant:

 

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

 

or to such changed address as such partiesmay have fixed by notice. However, any notice of change of address shall beeffective only upon receipt.

 

B.                                     Anycommunication, benefit payment, statement of notice addressed to a Participantor Designated Beneficiary at the last post office address as shown on theCompany’s records shall be binding on the Participant or Designated Beneficiaryfor all purposes of the Plan. The Company shall not be obligated to search forany Participant or Designated Beneficiary beyond sending a registered letter tosuch last known address.

 

**10.5****                        Severability**

 

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

 

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CardinalFinancial Corporation

ExecutiveDeferred Income Plan

Amended andRestated Effective October 21, 2008

 

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

 

**10.6****                        Participantis General Creditor with No Rights to Assets**

 

A.                                   Thepayments to the Participant or his Designated Beneficiary or any other beneficiaryhereunder shall be made from assets which shall continue, for all purposes, tobe a part of the general, unrestricted assets of the Company, no person shallhave any interest in any such assets by virtue of the provisions of this Plan. TheCompany’s obligation hereunder shall be an unfunded and unsecured promise topay money in the future. To the extent that any person acquires a right toreceive payments from the Company under the provisions hereof, such right shallbe 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 inor to any property or assets of the Company. The Company shall not be obligatedunder any circumstances to fund obligations under this Plan.

 

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

 

C.                                     Inthe event that, in its discretion, the Company purchases an asset(s) orinsurance policy or policies insuring the life of the Participant to allow theCompany to recover the cost of providing benefits, in whole or in parthereunder, neither the Participant, Designated Beneficiary nor any otherbeneficiary shall have any rights whatsoever therein in such assets or in theproceeds therefrom. The Company shall be the sole owner and beneficiary of anysuch assets or insurance policy and shall possess and may exercise allincidents of ownership therein. No such asset or policy, policies or otherproperty shall be held in any trust for the Participant or any other person noras collateral security for any obligation of the Company hereunder. Nor shallany Participant’s participation in the acquisition of such assets or policy orpolicies be a representation to the Participant, Designated Beneficiary or anyother beneficiary of any beneficial interest or ownership in such assets,policy or policies. A Participant may be required to submit to medicalexaminations, supply such information and to execute such documents as may berequired by an insurance carrier or carriers (to whom the Company may applyfrom time to time) as a precondition to participate in the Plan.

 

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CardinalFinancial Corporation

ExecutiveDeferred Income Plan

Amended andRestated Effective October 21, 2008

 

**10.7****                        NoTrust Relationship Created**

 

Nothing contained in this Plan shall be deemed to create a trust of anykind or create any fiduciary relationship between the Company and theParticipant, Designated Beneficiary, other beneficiaries of the Participant, orany other person claiming through the Participant. Funds allocated hereundershall continue for all purposes to be part of the general assets and funds ofthe Company and no person other than the Company shall, by virtue of theprovisions 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 (ownedby and for the benefit of the Company) to hold such assets or funds for theadministrative convenience of the Company shall not give nor be arepresentation to a Participant, Designated Beneficiary, or any other person,of a property or beneficial ownership interest in such Trust assets or fundseven though the incidental advantages or benefits of the Trust to PlanParticipants may be communicated to them.

 

**10.8****                        Limitationson Liability of the Company**

 

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

 

**10.9****                        PlanEstablishes Agreement Between Company and Participant Only**

 

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

 

**10.10****                 Independenceof Benefits**

 

The benefits payable under this Plan are for services already renderedand shall be independent of, and in addition to, any other benefits orcompensation, whether by salary, bonus, fees or otherwise, payable to theParticipant under any compensation and/or benefit arrangements or plans,incentive cash compensations and stock plans and other retirement or welfarebenefit 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 thefollowing actions if it gives notice to a Participant or Designated Beneficiaryof an entitlement to benefits under the Plan, and the Participant or DesignatedBeneficiary fails to claim such benefit or fails to provide their location tothe Company within three (3) calendar years of such notice:

 

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CardinalFinancial Corporation

ExecutiveDeferred Income Plan

Amended andRestated Effective October 21, 2008

 

(1)                                  Directdistribution of such benefits, in such proportions as the Committee maydetermine, to one or more or all, of a Participant’s next of kin, if theirlocation is known to the Committee;

 

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

 

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

 

**10.12****                 Required TaxWithholding and Reporting**

 

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

 

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

 

CARDINAL FINANCIAL CORPORATION

 

 
| By:    |   |   |
|--------|--------|--------|
|   |
| Title: |   |   |
|        |        |        |  |  |

 

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