**Exhibit 10.1**

**EXECUTIVE EMPLOYMENT AGREEMENT**

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and enteredinto as of the 1st day ofMarch 2004, by and between CARDINAL FINANCIAL CORPORATION (“Cardinal”) andKim C. Liddell (“you” and all similar references) (collectively, the “parties”).

**INTRODUCTION**

WHEREAS, Cardinal has retained you to provide services in an executivecapacity; and

WHEREAS, the parties desire to memorialize the terms and conditions ofyour continuing employment.

NOW THEREFORE, in consideration of the promises and obligations by andbetween the parties under this Agreement, and other valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties agree asfollows:

**TERMS**

**1.             Employment.**By accepting employment with Cardinal, youagree:

(a)          to devote your professional time, best efforts, attention and energiesto Cardinal’s business and to perform any and all work assigned to you byCardinal faithfully and at such times and places as Cardinal designates;

(b)         that your employment is terminable “at will” meaning that either partymay terminate your employment relationship with Cardinal at any time, subjectto the terms and conditions set forth in Section 4 of this Agreement.

**2.             Compensation and Benefits.**

(a)          Upon the commencement of your employment, Cardinal will pay you a basesalary, less required and authorized withholding and deductions, payable ininstallments in accordance with its normal payroll practices. From time totime, Cardinal may adjust your salary and other compensation in its discretion.

(b)         During your employment, you will be eligible to receive, in Cardinal’sdiscretion, an annual performance bonus, stock option grant and to participatein any employee compensation or benefits plan (including group medical and401(k)). Cardinal may amend or discontinue any of its plans, programs, policiesand procedures at any time for any or no reason with or without notice.

(c)          Your initial compensation and benefits are outlined in the offer letterdated March 1, 2004, attached hereto.

**3.****                                  ****Covenants.**You understand that Cardinal has invested,and will continue to invest, significant resources in your training anddevelopment. You further understand that Cardinal’s “business” includes theperformance and rendering of banking and/or financial services. Therefore, inlight of these understandings you agree to the following obligations which arereasonably designed to protect Cardinal’s legitimate business

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**                                               **interests without unreasonably restrictingyour ability to seek or obtain employment after your employment with Cardinalterminates for any reason.

3.1         **Prohibition on Competition.**During the term of this Agreement, and for a period of six (6) monthsfrom the date you are terminated for Cause or your Voluntary Termination, youshall not render or perform competing banking and/or financial services withintwenty-five (25) miles from your office or Cardinal’s corporate headquarters. Thisprovision shall not be construed to prevent you from obtaining employment inthe banking and/or financial services industries provided your new endeavordoes not violate the above-stated prohibition.

3.2         **Covenant Not to Solicit Clients or Prospective Clients.**During the term of this Agreement, and for aperiod of six (6) months from the date you are terminated for Cause oryour Voluntary Termination, you agree not to contact any client or prospectiveclient of Cardinal with whom you have had any contact on behalf of Cardinal toperform or render banking and/or financial services. This provision shall notbe construed to prevent you from contacting clients with whom you have not hadany contact during the term or this Agreement.

3.3         **Restriction on the Solicitation of Cardinal’s Employees.**During the term of this Agreement and for a periodof six (6) months from the date of you are terminated for Cause or yourVoluntary Termination, you agree not to attempt to induce any Cardinal employeeto terminate his or her employment, or to seek or accept any employment withany other business entity that performs banking and/or financial services.

(a)           For the purpose of this Agreement, “Client” means any entity for whichCardinal has performed banking and/or financial services within the twelvemonths from your termination date. “Prospective Client” means any entity thatis not a Client but with respect to whom, within twelve (12) months from yourtermination date, you conducted, prepared, submitted (or assisted or supervisedsuch conduct) any client development work product or marketing efforts onbehalf of Cardinal.

(b)          In the event that any term set forth above (including, but not limitedto, the duration of the restraint or the geographic scope) is deemedunreasonable by a court of competent jurisdiction or an arbitration tribunal,the parties agree that the unreasonable term may be modified or reduced inaccordance with the applicable law.

(c)           You understand that damages Cardinal will suffer as a result of yourbreach of any provision of Section 3 of this Agreement are impossible toreasonably calculate and may irreparably harm Cardinal. Nothing in thisAgreement shall be construed to prevent Cardinal from seeking any form ofinjunctive relief to enforce any provision of this Agreement.

**4.****                                  ****Termination of EmploymentRelationship.**Youremployment is terminable at will. That means that your employment relationshipwith Cardinal may be terminated by either party at any time, for any reason orno reason at all, subject to the notice provision addressed below.

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(a)          Cardinal may terminate your employment for Cause effective immediatelyupon written notice. In the event that Cardinal terminates your employment forCause, you will be entitled to earned and unpaid base salary and payment forany earned and unused vacation days through the last day of your employment.

For the purpose of this Agreement, “Cause”means any of the following conduct by you: (i) embezzlement, misappropriation of corporate funds or othermaterial acts of dishonesty; (ii) commission or conviction of any felonyor entry of a plea of guilty or nolo contendere to any felony; (iii) materialfailure to adhere to Cardinal’s corporate codes, policies or procedures; (iv) insubordinationor any act of gross misconduct; or (v) of any applicable regulatoryauthority revokes the necessary approvals for you to serve as an Executive withCardinal.

(b)         Cardinal may also terminate your employment other than for Cause, orfor no reason, effective upon written notice or any later date, if specified inthe Notice.

(i)                                     If Cardinal terminates you pursuant to this Section 4(b) youwill be entitled to all earned and unpaid base salary through your last day ofemployment, subject to the provisions set forth in 4(b)(ii). Furthermore,Cardinal will pay you six (6) months salary (over the course of those six (6) months),less required and authorized withholding and deductions. Additionally, Cardinalwill continue your group health and dental insurance benefits over the courseof those six (6) months.

(ii)                                  If Cardinal terminates you pursuant to Section 4(b) withintwelve (12) months after the Effective Date of a Change in Control, Cardinalshall pay you, exclusively and in lieu of the benefits which otherwise wouldhave been payable under this Agreement, eighteen (18) months salary, in onelump sum payment, less required and authorized withholdings and deductions. Thelump sum payment shall be made by Cardinal within thirty (30) days from yourlast day of employment. Additionally, Cardinal will continue your group healthand dental insurance benefits over the course of those eighteen (18) months.

(c)          You may Voluntarily Terminate your employment with Cardinal upon thirty(30) days prior written notice directed to Cardinal’s President and ChiefExecutive Officer (“CEO”). The President and CEO, in his sole capacity maywaive this notice requirement.

(d)         Regardless of the basis of your termination of employment, you agree toprovide all assistance requested by Cardinal in transitioning your duties,responsibilities client and other Cardinal relationships to other Cardinalpersonnel, both during your employment and after you termination orresignation.

**5.****                                  ****Change in Control.**Notwithstanding the terms and conditions setforth in Section 4 of this Agreement, in the event of a Change in Controlyou may elect to Voluntarily Terminate your employment pursuant to Section 5of this Agreement upon thirty (30) days prior written notice, if such notice inreceived by Cardinal no sooner than ten (10) months after the EffectiveDate of the Change of Control and no later than twelve (12) months after theEffective Date of the Change in Control.

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(a)           If you voluntarily terminate your employment with Cardinal pursuant to Section 5of this Agreement, Cardinal shall pay you, exclusively and in lieu of thebenefits which otherwise would have been payable under this Agreement, eighteen(18) months salary, in one lump sum payment, less required and authorizedwithholdings and deductions. The lump sum payment shall be made by Cardinalwithin thirty (30) days from your last day of employment. Additionally,Cardinal will continue your group health and dental insurance benefits over thecourse of those eighteen (18) months.

(b)          For the purpose of this Agreement, “Change in Control” means a mergeror consolidation in which (i) Cardinal is a constituent party, or (ii) aCompany Subsidiary is a constituent party and Cardinal issues shares of itscapital stock pursuant to such merger or consolidation, except any such mergeror consolidation involving Cardinal or a Company Subsidiary in which theholders of capital stock of Cardinal immediately prior to such merger orconsolidation continue to hold immediately following such merger orconsolidation more than fifty (50) percent by voting power of the capital stockof or ownership interest in (A) the surviving or resulting entity or (B) ifthe surviving or resulting entity is a wholly owned subsidiary of anotherentity immediately following such merger or consolidation, the parent entity ofsuch surviving or resulting entity. “Change in Control” may also mean the sale,in a single transaction or series of related transactions, (i) by Cardinalof all or substantially all the assets of Cardinal (except where such sale isto a wholly owned subsidiary of the Company), or (ii) by the stockholdersof Cardinal of more that fifty (50) percent by voting power of thethen-outstanding capital stock of Cardinal. Finally, a “Change in Control” mayconstitute the occurrence of any agreement, happening or device, which hassubstantially the same effect on the control of Cardinal as any of theforegoing.

(c)           For the purpose of this Agreement, “Effective Date” means the close ofbusiness on the date on which a “Change in Control” occurs.

**6.****                                  ****Assignment and Survival.**The rights and obligations of Cardinal underthis Agreement shall inure to the benefit of, and shall be binding upon, thesuccessors and assigns Cardinal. Your rights and obligations are personal, andmay not be assigned or delegated without the Company’s proper written consent. TheAgreement shall continue despite any liquidation or dissolution of Cardinal.

**7.****                                  ****Severability.**If any provision of this Agreement is heldinvalid or unenforceable for any reason, the invalidity shall not nullify thevalidity of the remaining provisions of this Agreement. If any provision ofthis Agreement is determined by a court or arbitration tribunal to be overlybroad in duration, geographical coverage or scope, or unenforceable for anyother reason, such provision will be narrowed so that it will be enforced asmuch as permitted by law.

**8.****                                  ****Choice of Law.**This Agreement shall be governed by the lawsof the Commonwealth of Virginia. You and Cardinal consent to the jurisdictionand venue of any state or federal court in the Commonwealth of Virginia andagree that any permitted lawsuit may be brought to such courts or other courtof competent jurisdiction. Each party hereby waives, releases and agrees not toassert, and agrees to cause its affiliates to waive, release and not assert,any rights such party or its affiliates may have under any foreign

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**                                               **law or regulation that would be inconsistentwith the terms of this Agreement as governed by Virginia law.

**9.****                                  ****Waiver.**Any party’s waiver of any other party’sbreach of any provision of this Agreement shall not waive any other right orany future breaches of the same or any other provision. The CEO may, in his orher sole discretion, waive in writing any provision of this Agreement.

**10.****                           ****Notices.**Any notices, requests, demands, or othercommunications provided for in this Agreement shall be in writing and shall begiven either manually or by registered or certified mail. Either party may, bywritten notice to the other party, change their address for receipt of suchnotice.

Ifto the Company:

BernardH. Clineburg

Chairman,President and CEO

CardinalFinancial Corporation

8270Greensboro Drive

Suite 500

McLean, VA 22102

Ifto the Employee:

KimC. Liddell

11704Lariat Lane

Oakton, VA 22124

**11.****                           ****Entire Agreement.**This Agreement is the entire agreementbetween you and Cardinal regarding these matters and supersedes any verbal andwritten agreements on such matters. This Agreement may be modified only bywritten agreement signed by you and the CEO or his or her express designee. AllSection headings are for convenience only and do not modify or restrictany of this Agreement’s terms.

**12.****                           ****Counterparts.**For convenience of the parties, the Agreementmay be executed in one or more counterparts, each of which shall be deemed anoriginal for all parties.

**13.****                           ****Probation Period.**The parties hereto acknowledge that thisAgreement is subject to a ninety (90) day probation period. Either party maycancel this Agreement at any time during the first ninety (90) days of thisAgreement, with no further obligation, upon providing written notice to theother party.

**The parties state that they have read, understood andagree to be bound by the Agreement and that they have had the opportunity toseek the advice of legal counsel before signing it and have either sought suchcounsel or have voluntarily decided not to do so:**

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** **
| **CARDINAL FINANCIAL CORPORATION** |    | **EMPLOYEE** |
|------------------------------------|---------|--------------|
|                               |    |         |   |
| By:                                |    |         |   |
|                               |    |         | (Signature) |
| Its:                               |    |         |   |
|                               | (Title) |         | (Print  Employee’s Full Name) |
| Dated:                             |    |         | Dated: |   |

 

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