exhibit102.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          Exhibit
10.2

        

      

    


    EMPLOYMENT
AGREEMENT

    


    


    THIS
EMPLOYMENT AGREEMENT (“AGREEMENT”), is made as of May 7, 2010 and is effective
May 1, 2010, by and between Middleburg Financial Corporation (“Corporation”) and
Arch A. Moore, III (“Executive”).

    


    WHEREAS,
it is the desire of the Corporation to have the benefit of Executive's continued
loyalty, service and counsel; and

    


    WHEREAS,
the Executive wishes to remain an employee of the Corporation; and

    


    WHEREAS,
the Corporation desires to protect its confidential information and guard
against unfair competition; and

    


    WHEREAS,
Executive possesses certain valuable knowledge, professional skills and
expertise which will contribute to the continued success of the business of the
Corporation and its affiliates; and

    


    WHEREAS,
the Corporation and Executive desire to set forth, in writing, the current terms
and conditions of their agreements and understandings, and intend that this
Agreement shall supersede and replace the Employment Agreement between
Corporation and Executive dated September 17, 2007;

    


    NOW,
THEREFORE, in consideration of the mutual promises herein contained, and of
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties, intending legally to be bound, agree as
follows:

    


    Section
1.                      Employment.

    


    (a)           The
Corporation and Executive agree that Executive shall be employed to perform such
services for the Corporation as may be assigned to Executive by the Corporation
from time to time upon the terms and conditions herein provided. Executive’s
services shall be rendered in an executive capacity and shall be of a type for
which Executive is suited by background and training.

    


    (b)           References
in this Agreement to services rendered for the Corporation and compensation and
benefits payable or provided by the Corporation shall include services rendered
for, and compensation and benefits payable or provided by, any
Affiliate.  References in this Agreement to the “Corporation” also
shall mean and refer to each Affiliate for which Executive performs
services.  References in this Agreement to “Affiliate” shall mean any
business entity that, directly or indirectly, through one or more
intermediaries, is controlled by the Corporation.

    


    (c)           The
Executive shall devote his full time and attention to the discharge of the
duties undertaken by him hereunder.  Executive shall comply with all
policies, standards and regulations of the Corporation now or hereafter
promulgated, and shall perform his duties under this Agreement to the best of
his abilities and in accordance with general business standards of
conduct.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (d)           Executive
acknowledges that he is entering into this Agreement of his own free will and
that he has had the benefit of the advice of, and is relying solely upon the
advice of, independent counsel of his own choice.

    


    Section
2.                      Term.

    


    The term
of this Agreement shall be deemed to have commenced on May 1, 2010 (the
“Effective Date”), and, subject to Section 7(a), shall continue until April 30,
2012, unless sooner terminated in accordance with the provisions of Section
7.  Beginning on April 30, 2010, and each April 30th
thereafter, the term of this Agreement and all its terms and provisions shall be
automatically extended for one additional year, unless 30 days prior written
notice of non-renewal is provided by the Corporation or Executive or unless
employment under this Agreement is otherwise terminated in accordance with the
provisions of Section 7.

    


    Section
3.                      Compensation.

    


    (a)           As
compensation for the services to be rendered by the Executive under this
Agreement, the Executive shall receive a base annual salary at the rate of Two
Hundred Six  Thousand One Hundred Forty Two Dollars ($206,142.00) per
year.  The Executive may receive base salary increases and incentive,
bonus compensation or other compensation in the amounts determined by the Board
of Directors of the Corporation.

    


    (b)           The
Corporation shall withhold state and federal income taxes, social security taxes
and such other payroll deductions as may from time to time be required by
law.  The Corporation shall also withhold and remit to the proper
party any amounts agreed to in writing by the Corporation and the Executive for
participation in any corporate sponsored benefit plans for which a contribution
is required.

    


    (c)           Except
as otherwise expressly set forth herein, no compensation shall be paid pursuant
to this Agreement subsequent to any termination of Executive’s employment with
the Corporation; provided, however, that Executive’s right to exercise stock
options and his rights under stock grants following a termination of employment
shall be governed by the terms of the Corporation’s stock option plans and any
stock option agreements between the Corporation and the Executive.  No
stock options shall be granted to Executive after his employment
terminates.

    


    Section
4.                      Additional
Benefits.

    


    In
addition to the usual and customary fringe benefits which are provided to the
other executive officers of the Corporation, Executive shall be entitled to
participate in the Corporation’s employee benefit plans and programs for which
he is or will become eligible according to the terms of said plans or programs.
It is understood that the Board of Directors may, in its sole discretion,
establish, modify or terminate such plans or benefits. Fringe benefits available
to Executive under this section include, but are not limited to, participation
in the Corporation’s group health insurance, disability and life insurance
plans, and participation in its qualified and non-qualified retirement
plans.


    
      
         


      

      
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    Section
5.                      Expense
Account.

    


    The
Corporation shall reimburse Executive for reasonable and customary business
expenses incurred during the term of this Agreement in the conduct of the
Corporation’s business.  Such expenses will include business meals,
out-of-town lodging and travel expenses of Executive and, when she accompanies
him on Company business, Executive’s spouse.  In no event will there
be reimbursement for items which are not reimbursable under written Corporation
policy.  Executive agrees to timely submit records and receipts of
reimbursable items and agrees that the Corporation can adopt reasonable rules
and policies regarding such reimbursement.  The Corporation agrees to
make prompt payment to the Executive following receipt and verification of such
reports.

    


    Section
6.                      Paid Time
Off.

    


    Executive
shall be entitled to six (6) weeks of paid time off ("PTO") leave each year,
which shall be taken at such time or times as may be approved by the Corporation
and during which Executive’s compensation hereunder shall continue to be
paid.

    


    Section
7.                      Termination and Survival of
Obligations.

    


    (a)           Notwithstanding
the termination of this Agreement or the termination of Executive’s employment
for any reason, the parties shall be required to carry out any provisions of
this Agreement which contemplate performance by them subsequent to such
termination.  In addition, no termination of this Agreement shall
affect any liability or other obligation of either party which shall have
accrued prior to such termination, including, but not limited to, any liability,
loss or damage on account of breach.  No termination of employment
shall terminate the obligation of the Corporation to make payments of any vested
benefits provided hereunder or the obligations of Executive under Sections 8, 9
and 10 of this Agreement.  The existence of any claim or cause of
action of the Executive against the Corporation, whether predicated on this
Agreement or not, shall not constitute a defense to the enforcement by the
Corporation of the restrictions, covenants and agreements contained in this
Agreement.

    


    (b)           Executive’s
employment hereunder may be terminated by Executive upon thirty (30) days
written notice to the Corporation or at any time by mutual agreement in
writing.  It shall not constitute a breach of this Agreement for the
Corporation to suspend Executive’s duties and to place Executive on a paid leave
during the thirty (30) day notice period.

    


    (c)           This
Agreement shall terminate upon death of Executive; provided, however, that in
such event the Corporation shall pay to the estate of Executive the
compensation, including salary and accrued but unused PTO, which otherwise would
be payable to Executive through the end of the  month in which his
death occurs.  Such amounts shall be paid at the end of the payroll
period that follows the payroll period in which his employment terminates due to
death.  Additionally, there shall be paid to the Executive’s estate
(y) any bonus or other short term incentive compensation earned, but not yet
paid, for any year prior to the year in which his death occurs and (z) any bonus
or other short term incentive compensation for the year in which his death
occurs that he would have received if he had lived, multiplied by a fraction,
the numerator of which is the


    
      
         


      

      
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    number of
days in the year that precede the date on which his death occurs and the
denominator of which is three hundred sixty-five.

    


    Any bonus or other short term incentive
compensation payable under this Section 7(c) shall be paid (i) on the date of
payment to other employees eligible for bonuses or other short term incentive
compensation under the same plan or plans, or, (ii) if no date or time frame for
payment is specified in those plans, by March 15 of the calendar year following
the calendar year in which the compensation is earned.

    


    (d)(1)           The
Corporation may terminate Executive’s employment other than for “Cause”, as
defined in Section 7(e), at any time upon written notice to Executive, which
termination shall be effective immediately.  Executive may resign
thirty (30) days after notice to the Corporation for “Good Reason”, as hereafter
defined.  In the event the Executive’s employment terminates pursuant
to this Section 7(d)(1), Executive shall receive, at the end of the payroll
period that follows the payroll period in which his employment terminates, his
salary earned through the date of termination and accrued but unused
PTO.  In the event the Executive’s employment terminates pursuant to
this Section 7(d)(1), Executive shall also receive the following items on the
later of the applicable date set forth below or the 60th day following his
termination of employment, provided
that Executive signs a
release and waiver of claims reasonably satisfactory to the Corporation that
becomes irrevocable within 60 days of his termination of employment, and
provided further that any portion of the premium due to be paid by the
Corporation during such 60-day period under item (iv) below shall be paid by the
Corporation on the due date whether or not the release and waiver has been
signed:

    


    
      	
               
      

            	
              (i)

            	
              An
      amount equal to 200% of his current rate of annual salary in effect
      immediately preceding such termination;
and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Any
      bonus or other short term incentive compensation earned, but not yet paid,
      for any year prior to the year in which his employment terminates;
      and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Any
      bonus or other short term incentive compensation for the year in which his
      employment terminates that he would have received if his employment had
      not terminated, multiplied by a fraction, the numerator of which is the
      number of days in the year that precede the date on which he is notified
      of the termination of his employment and the denominator of which is three
      hundred sixty-five; and

            


    

    


    
      	
               
      

            	
              (iv)

            	
              If
      Executive timely elects COBRA coverage, his current benefits under group
      health and dental plans will continue.  In such case, for the
      longer of one year or the remainder of the term of this Agreement: (a)
      Executive will receive such benefits at the rates paid by active
      participants, and (b) the Corporation will continue to pay its portion of
      such health and dental premiums.  In no event shall such
      benefits continue beyond the period permitted by COBRA, and periods
      of

            


    


    
      
         


      

      
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              coverage
      under this Agreement shall offset Executive’s period of coverage under
      COBRA.

            


    

    


    Twenty-nine percent (29%) of any amount
due under Section 7(d)(1)(i) shall be paid on the first day of the seventh month
following the date his employment terminates and the balance shall be paid in
equal monthly installments on the first day of the seventeen (17) succeeding
months.

    


    Any amount due under Section
7(d)(1)(ii) or (iii) shall be paid on (i) the date of payment to other employees
eligible for bonuses or other short term incentive compensation under the same
plan or plans or, (ii) if no date or time frame for payment is specified in
those plans, by March 15 of the calendar year following the calendar year in
which the compensation is earned.  Notwithstanding the foregoing, if
Executive is a “specified employee” under Section 409A of the Internal Revenue
Code and Treasury Regulations (“Section 409A”) on the date of his termination,
payment will be deferred under the preceding sentence to the first day of the
seventh month following the date Executive’s employment terminates, to the
extent required by Section 409A.

    


    (d)(2)           Notwithstanding
anything in this Agreement to the contrary, if Executive breaches Section 8 or 9
of this Agreement, Executive will not thereafter be entitled to receive any
further compensation or benefits pursuant to this Section 7(d)(1).

    


    (d)(3)           The
Corporation shall not be required to make payment of, or provide any benefit
under, Section 7(d)(1) to the extent such payment is prohibited by the terms of
the regulations presently found at 12 C.F.R. part 359 or to the extent that any
other governmental approval of the payment required by law is not
received.

    


    (d)(4)           For
purposes of this Agreement, Good Reason shall mean:

    


    
      	
               
      

            	
              (i)

            	
              The
      assignment of duties to the Executive by the Corporation which result in
      the Executive having significantly less authority or responsibility than
      he has on the date hereof without his express written
    consent;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Requiring
      the Executive to maintain his principal office outside of Loudoun County,
      Virginia, unless the Corporation moves its principal executive offices to
      the place to which the Executive is required to
  move:

            


    

    


    
      	
               
      

            	
              (iii)

            	
              A
      reduction by the Corporation of the Executive's base salary, as the same
      may have been increased from time to
time:

            


    

    


    
      	
               
      

            	
              (iv)

            	
              The
      failure of the Corporation to provide the Executive with substantially the
      same fringe benefits that are provided to other executive officers of the
      Corporation;

            


    


    
      
         


      

      
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              (v)

            	
              The
      Corporation’s failure to comply with any material term of this Agreement;
      or

            


    

    


    
      	
               
      

            	
              (vi)

            	
              The
      failure of the Corporation to obtain the assumption of and agreement to
      perform this Agreement by any successor as contemplated in Section 11
      hereof.

            


    

    


    (e)           The
Corporation shall have the right to terminate Executive’s employment under this
Agreement at any time for Cause, which termination shall be effective
immediately.  Termination for “Cause” shall mean material failure of
the Executive to perform his duties under this Agreement, unlawful business
conduct, theft, commission of a felony, a material violation of the
Corporation’s work rules or policies; or a material breach of this
Agreement.  The term “Cause” also shall include the failure of
Executive for any reason within three (3) days after receipt by Executive of
written notice from the Chief Executive Officer and President of the Corporation
to correct, cease, or otherwise alter any action or omission that could
materially or adversely affect the Corporation's profits or
operations.  In the event Executive’s employment under this Agreement
is terminated for Cause, Executive shall thereafter have no right to receive
compensation or other benefits under this Agreement.

    


    (f)           The
Corporation may terminate Executive’s employment under this Agreement, after
having established that the Executive is unable to perform his obligations under
this Agreement because of the Executive's disability by giving to Executive
written notice of its intention to terminate his employment due to inability to
regularly perform his duties.  Executive's employment with the
Corporation can be terminated effective on the 90th day after receipt of such
notice if, within 90 days after such receipt, Executive shall fail to return to
the full performance of the essential functions of his position on a regular
basis with or without reasonable accommodations (and if Executive's disability
has been established pursuant to the definition of “disability” set forth
below).  For purposes of this Agreement, “disability” means either (i)
disability which after the expiration of more than 13 consecutive weeks after
its commencement is determined to be total and permanent by a physician selected
and paid for by the Corporation or its insurers, and acceptable to Executive or
his legal representative, which consent shall not be unreasonably withheld; or
(ii) disability as defined in the policy of disability insurance maintained by
the Corporation or its Affiliates for the benefit of Executive, whichever shall
be more favorable to Executive.  Notwithstanding any other provision
of this Agreement, the Corporation shall comply with all requirements of the
Americans with Disabilities Act, 42 U.S.C. § 12101 et. seq.

    


    (g)           If
Executive is suspended and/or temporarily prohibited from participating in the
conduct of the Corporation's affairs by a notice served pursuant to the Federal
Deposit Insurance Act, the Corporation’s obligations under this Employment
Agreement shall be suspended as of the date of service unless stayed by
appropriate proceedings.  If the charges in the notice are dismissed,
the Corporation may in its discretion (i) pay Executive all or part
of  the compensation withheld while its contract obligations were
suspended, and (ii) reinstate (in whole or in part) any of its obligations which
were suspended.

    


    (h)(1)           If
Executive’s employment is terminated without Cause within one year after a
Change of Control shall have occurred or if he resigns for Good Reason within
one year after a


    
      
         


      

      
         
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    Change of
Control shall have occurred, then the Corporation shall pay to Executive as
compensation for services rendered to the Corporation a cash amount (subject to
any applicable payroll or other taxes required to be withheld) equal to 200% of
his highest annual cash compensation earned after 2008.  If Executive
is a “specified employee” under Section 409A on the date of his termination of
employment, payment shall be made six months and one day after the date his
employment terminates to the extent required by Section
409A.  Otherwise, payment shall be made on or no more than thirty (30)
days before the date his employment terminates.  Payment under this
Section 7(h)(1)) shall be in lieu of any amount that it is or might be due under
Section 7(d).

    


    (2)           For
purposes of this Agreement, a Change of Control occurs if, after the date of
this Agreement; (i) any person, including a “group” as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, becomes the owner or beneficial
owner of Corporation securities having 50 percent or more of the combined voting
power of the then outstanding Corporation securities that may be cast for the
election of the Corporation’s directors other than a result of an issuance of
securities initiated by the Corporation, or open market purchases approved by
the Board of Directors, as long as the majority of the Board of Directors
approving the purchases is a majority at the time the purchases are made; or
(ii) as the direct or indirect result of, or in connection with, a tender or
exchange offer, a merger or other business combination, a sale of assets, a
contested election of directors, or any combination of these events, the persons
who were directors of the Corporation before such events cease to constitute a
majority of the Corporation’s Board, or any successor’s board, within two years
of the last of such transactions.  For purposes of this Agreement, a
Change of Control occurs on the date on which an event described in (i) or (ii)
occurs.  If a Change of Control occurs on account of a series of
transactions or events, the Change of Control occurs on the date of the last of
such transactions or events.

    


    (3)           It
is the intention of the parties that no payment be made or benefit provided to
Executive pursuant to this Agreement that would constitute an “excess parachute
payment” within the meaning of Section 280G of the Code and any regulations
thereunder, thereby resulting in a loss of an income tax deduction by the
Corporation or the imposition of an excise tax on Executive under Section 4999
of the Code.  If the independent accountants serving as auditors for
the Corporation on the date of a Change of  Control (or any other
accounting firm designated by the Corporation) determine that some or all
of  the payments or benefits scheduled under this Agreement, as well
as any other payments or benefits on a Change of  Control, would be
nondeductible by the Company under Section 280G of  the Code, then the
payments scheduled under this Agreement will be reduced to one dollar less than
the maximum amount which may be paid without causing any such payment or benefit
to be nondeductible.  The determination made as to the reduction of
benefits or payments required hereunder by the independent accountants shall be
binding on the parties.  Executive shall have the right to designate
within a reasonable period, which payments or benefits will be reduced provided,
however, that if no direction is received from Executive, the Corporation shall
implement the reductions in its discretion; provided, however, that no reduction
shall be permitted that results in a deferral prohibited by Section
409A.

    


    Section
8.                      Confidentiality/Nondisclosure.

    


    Executive
covenants and agrees that any and all information maintained as confidential by
the Corporation and not generally known to the public concerning the customers,
businesses and


    
      
         


      

      
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    services
of the Corporation of which he has knowledge or access as a result of his
association with the Corporation in any capacity, shall be deemed confidential
in nature and shall not, without the proper written consent of the Corporation,
be directly or indirectly used, disseminated, disclosed or published by
Executive to third parties other than in connection with the usual conduct of
the business of the Corporation.  Such information shall expressly
include, but shall not be limited to, information concerning the Corporation’s
trade secrets, business operations, business records, customer lists or other
customer information.  Upon termination of employment, the Executive
shall deliver to the Corporation all property in his possession which belongs to
the Corporation including all originals and copies of documents, forms, records
or other information, in whatever form it may exist, concerning the Corporation
or its business, customers, products or services.  This Section 8
shall not be applicable to any information which, through no misconduct or
negligence of Executive, has been disclosed to the public by anyone other than
Executive.

    


    Section
9.                      Covenant Not to Compete and
Related Covenants.

    


    (a)           During
the term of this Agreement and throughout any further period that he is an
employee of the Corporation, and for the longer of:

    


     (x)
twelve (12) months from and after the date that Executive is (for any reason) no
longer employed by the Corporation; or

    


     (y)
for a period of  twelve (12) months from the date of entry by a court
of  competent jurisdiction of a final judgment enforcing this covenant
in the event of a breach by Executive.

    


    Executive
covenants and agrees that he will not, directly or indirectly, either for
himself or as a principal, agent, employee, employer, stockholder, co-partner or
in any other individual or representative capacity whatsoever, make loans,
supervise employees that solicit, make or approve commercial loans or serve as
the President or Chief Operating Officer for any bank or bank holding company
within twenty-five (25) miles of headquarters of the Corporation or within five
(5) miles of any bank branch operated by the Corporation.

    


    (b)           During
the term of this Agreement and throughout any further period that he is an
employee of the Corporation, and for the longer of:

    


     (x)
twenty-four (24) months from and after the date that Executive is (for any
reason) no longer employed by the Corporation; or

    


    (y) for a
period of twenty-four (24) months from the date of entry by a court of competent
jurisdiction of a final judgment enforcing this covenant in the event of a
breach by Executive.

    


    the
Executive will not, directly or indirectly, on behalf of the Executive or any
other person or entity, solicit or induce, or attempt to solicit or induce, any
person currently employed by the Corporation to terminate his or her
relationship with the Corporation.


    
      
         


      

      
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    (c)           During
the term of this Agreement and throughout any further period that he is an
employee of the Corporation, and for the longer of:

    


    (x)
twenty-four (24) months from and after the date that Executive is (for any
reason) no longer employed by the Corporation; or

    


    (y) for a
period of twenty-four (24) months from the date of entry by a court of competent
jurisdiction of a final judgment enforcing this covenant in the event
of  a breach by Executive.

    


    the
Executive will not, except to the extent necessary to carry out his duties as an
employee of the Corporation, directly or indirectly provide Competitive Services
(as defined below) to any Customer (as defined below), and shall not, directly
or indirectly, on behalf of the Executive or any other person or entity, solicit
or divert away or attempt to solicit or divert away any Customer of the
Corporation for the purpose of selling or providing Competitive Services,
provided the Corporation is then still engaged in the sale or provision
of  Competitive Services.

    


    (d)           It
is agreed that notwithstanding the above to the contrary, Executive may engage
in business ventures as long as they are not competitive with the
Corporation.  Anything to the contrary notwithstanding, Executive may
own, as a passive investor, securities of any public competitor corporation, so
long as his direct holdings in any one such corporation shall not in the
aggregate constitute more than one percent (1%) of the voting stock of such
corporation.  The parties intend that the covenants and restrictions
in this Section 9 be enforceable against Executive regardless of the reason that
his employment by the Corporation may terminate and that such covenants and
restrictions shall be enforceable against Executive even if this Agreement
expires after a notice of nonrenewal is given by Executive or the Corporation
under Section 2.  The existence of any claim or cause of action by the
Executive against the Corporation, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by the Corporation
of the restrictive covenants set forth in Sections 8 and 9 of this
Agreement.

    


    (e)           For
purposes of this Agreement, the term “Customer” means any individual or entity
to whom or to which the Corporation provided Competitive Services within two
years of the date on which the Executive’s employment terminates.

    


    (f)           For purposes of this Agreement, "Competitive Services"
means providing financial products and services of the types that, as of the
date of this Agreement, are provided to Customers of the Corporation, whether
such services are provided directly by the Corporation or by others under a
contractual arrangement with the Corporation.

     
 

    (g)           The
Executive agrees that the covenants in this Section 9 are reasonably necessary
to protect the legitimate interests of the Corporation, are reasonable with
respect to the time and territory and do not interfere with the interests of the
public.  The Executive further agrees that the descriptions of the
covenants contained in this Section 9 are sufficiently accurate and definite to
inform the Executive of the scope of the covenants.  Finally, the
Executive agrees that the consideration set forth in this Agreement is full,
fair and adequate to support the Executive’s obligations hereunder and the
Corporation’s rights hereunder.  The Executive acknowledges that
in


    
      
         


      

      
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    the event
the Executive’s employment with the Corporation is terminated for any reason,
the Executive will be able to earn a livelihood without violating such
covenants.

    


    (h)           The
parties have attempted to limit the Executive’s right to compete only to the
extent necessary to protect the Corporation from unfair
competition.  The parties recognize, however, that reasonable people
may differ in making such a determination.  Accordingly, the parties
intend that the covenants contained in this Section 9 to be completely severable
and independent, and any invalidity or unenforceability of any one or more such
covenants will not render invalid or unenforceable any one or more of the other
covenants.  The parties further agree that, if the scope or
enforceability of a covenant contained in this Section 9 is in any way disputed
at any time, and if permitted by applicable law, a court or other trier of fact
may modify and reform such provision to substitute such other terms as are
reasonable to protect the Corporation’s legitimate business
interests.

    


    Section
10.                      Injunctive Relief, Damages,
Etc.

    


    The
Executive agrees that, given the nature of the positions held by Executive with
the Corporation, each and every one of the covenants and restrictions set forth
in Sections 8 and 9 above are reasonable in scope, length of time and geographic
area and are necessary for the protection of the significant investment of the
Corporation in developing, maintaining and expanding its
business.  Accordingly, the parties hereto agree that in the event of
any breach by Executive of any of the provisions of Section 9 that monetary
damages alone will not adequately compensate the Corporation for its losses and,
therefore, that it shall be entitled to any and all legal or equitable relief
available to it, specifically including, but not limited to, injunctive relief,
and the Executive shall be liable for all damages, including actual and
consequential damages, costs and expenses, and legal costs and actual attorneys
fees incurred by the Corporation as a result of taking action to enforce, or
recover for any breach of Section 9.  The covenants contained in
Section 9 shall be construed and interpreted in any judicial proceeding to
permit their enforcement to the maximum extent permitted by law.

    


    Section
11.                      Successors.

    


    The
Corporation will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business,
stock or assets of the Corporation, by agreement in form and substance
reasonably satisfactory to the Executive, to expressly assume and agree to
perform this Agreement in its entirety.  Failure of the Corporation to
obtain such agreement prior to the effectiveness of any such succession shall be
a breach of this Agreement and shall entitle the Executive to the compensation
described in Section 7(d).  As used in this Agreement, "Corporation”
shall mean Middleburg Financial Corporation, and any successor to its respective
business, stock or assets as aforesaid, which executes and delivers the
agreement provided for in this Section 11 or which otherwise becomes bound by
all the terms and provisions of this Agreement by operation of law.

    


    Section
12.                      Invalid
Provisions.

    


    The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement,
which shall remain in full force


    
      
         


      

      
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    and
effect.  Any provision in this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be valid and
enforceable to the fullest extent permitted by law without invalidating or
affecting the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

    


    Section
13.                      Notices.

    


    Any and
all notices, designations, consents, offers, acceptance or other communications
provided for herein shall be given in writing and shall be deemed properly
delivered if delivered in person or by registered or certified mail, return
receipt requested, addressed in the case of the Corporation to its Chief
Executive Officer and President or in the case of Executive to his last known
address.

    


    Section
14.                      Arbitration.

    


    With the
exception of Sections 8 and 9 and the enforcement of said Sections (as set forth
in Section 10), all other claims under this Agreement will be resolved by
binding arbitration.

    


    The parties agree that with the
exception of controversies or claims arising out of Sections 8, 9 and 10, all
controversies or claims arising out of or relating to this Agreement or
Executive’s employment with the Corporation shall be submitted to final and
binding arbitration.  The parties further agree that the arbitration
will be conducted under the Federal Arbitration Act (“FAA”) and the procedural
rules of the American Arbitration Association (“AAA”), specifically AAA’s
National Rules for the Resolution of Employment Disputes.  Any
arbitration proceeding and/or other procedural matter related to an arbitration
proceeding, shall be conducted in Richmond, Virginia, at a location to be
determined by the parties.  The parties agree that such arbitration
will be conducted before an experienced arbitrator chosen by the Corporation and
the Executive.  In the event that the parties are unable to choose an
arbitrator, the parties agree that one will be designated by the AAA in
accordance with their rules and procedures.  The parties further agree
that the arbitrator shall apportion the fees and costs of the arbitration
pursuant to the rules of the AAA and applicable law.

    


    Section
15.                      Governing
Law.

    


    Except
where preempted by federal law, the Employment Agreement shall be subject to and
construed in accordance with the laws of the Commonwealth of
Virginia.

    


    Section
16.                      Captions.

    


    The captions used in this Employment
Agreement are intended for descriptive and reference purposes only and are not
intended to affect the meaning of any Section hereunder.

    


    Section
17.                      Section
409A.

    


    This Agreement is intended to comply
with Section 409A to the extent Section 409A is applicable.  This
Agreement shall be interpreted and administered accordingly.


    
      
         


      

      
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    IN WITNESS WHEREOF, the parties have
executed this Agreement on the 7th day
of May, 2010, and, by their signatures, agree that such execution shall
constitute a cancellation, effective May 1, 2010, of the Employment Agreement
between the parties dated September 17, 2007, and replacement of such 2007
Employment Agreement with this Agreement.

    


    MIDDLEBURG
FINANCIAL CORPORATION

    


    


    By: /s/Gary R.
Shook                                            
     
                                                                       

          
Gary R. Shook

          
President

    


    


    By:  /s/Arch A. Moore,
III                                   
                                                                         

          
Arch A. Moore, III

     

    


    



    
      
         


      

      
         
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