RECITALSChange in Control Agreement • March 28th, 2000 • C & F Financial Corp • State commercial banks • Virginia
BY AND AMONGStock Purchase Agreement • September 3rd, 2002 • C & F Financial Corp • State commercial banks • Virginia
GUARANTEE AGREEMENT by and between C&F FINANCIAL CORPORATION and WILMINGTON TRUST COMPANY Dated as of July 21, 2005Guarantee Agreement • July 21st, 2005 • C & F Financial Corp • State commercial banks • New York
This GUARANTEE AGREEMENT (this “Guarantee”), dated as of July 21, 2005, is executed and delivered by C&F Financial Corporation, a Virginia corporation (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of C&F Financial Statutory Trust I, a Delaware statutory trust (the “Issuer”).
SECURITIES PURCHASE AGREEMENT by and among THE UNITED STATES DEPARTMENT OF THE TREASURY, CENTRAL VIRGINIA BANKSHARES, INC. and C&F FINANCIAL CORPORATION Dated as of July 17, 2013Securities Purchase Agreement • July 22nd, 2013 • C & F Financial Corp • State commercial banks • New York
THIS SECURITIES PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of July 17, 2013, by and among the United States Department of the Treasury (the “Seller”), Central Virginia Bankshares, Inc., a Virginia corporation (the “Company”), and C&F Financial Corporation, a Virginia corporation (the “Purchaser”).
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 1st, 2022 • C & F Financial Corp • State commercial banks • Virginia
THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT is entered into as of the 23rd day of December, 2021, by and between C&F FINANCIAL CORPORATION, a Virginia corporation (the “Holding Company”), CITIZENS AND FARMERS BANK, a Virginia banking corporation (the “Bank”) (collectively Holding Company and Bank shall be referred to herein as “Company”), and John Anthony Seaman (the “Executive”).
C&F FINANCIAL CORPORATION 2013 STOCK AND INCENTIVE COMPENSATION PLAN RESTRICTED STOCK AGREEMENT (Non-Employee Director)Restricted Stock Agreement • March 4th, 2016 • C & F Financial Corp • State commercial banks • Virginia
This Restricted Stock Agreement (the “Agreement”) is entered into as of <<DATE>> pursuant to Article VIII of the C&F Financial Corporation 2013 Stock and Incentive Compensation Plan (the “Plan”) and evidences the grant, and the terms, conditions and restrictions pertaining thereto, of Restricted Stock awarded to <<NAME>> (the “Participant”).
SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • September 30th, 2020 • C & F Financial Corp • State commercial banks • Virginia
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of September 29, 2020, and is made by and between C&F Financial Corporation, a Virginia corporation (“Company”), and the purchaser of the Subordinated Note (as defined herein) identified on the signature page hereto (“Purchaser”).
NONQUALIFIED SUPPLEMENTAL DEFERRED COMPENSATION PLAN - PLAN DOCUMENT -Nonqualified Supplemental Deferred Compensation Plan • November 8th, 2022 • C & F Financial Corp • State commercial banks
This document and the accompanying adoption agreement have not been approved by the Department of Labor, Internal Revenue Service, Securities Exchange Commission, or any other governmental entity. Employers may not rely on this document or the accompanying adoption agreement to ensure any particular tax consequences with respect to the Employer’s particular situation, nor do these documents constitute legal or tax advice. Pen-Cal and its employees cannot provide legal or tax advice in connection with these documents. Employers must determine the extent to which the Plan is subject to Federal or state securities laws. You should have your attorney review this document and the accompanying adoption agreement before adopting the documents. This document and the accompanying adoption agreement cannot be used in order to avoid penalties that may be imposed on the taxpayer.
CHANGE IN CONTROL AGREEMENT (AMENDED AND RESTATED)Change in Control Agreement • March 3rd, 2005 • C & F Financial Corp • State commercial banks • Virginia
THIS AMENDED AND RESTATED AGREEMENT is entered into as of the 15th day of February, 2005, by and between C&F FINANCIAL CORPORATION, a Virginia corporation (the “Company”), and THOMAS F. CHERRY (the “Executive”).
EIGHTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 8th, 2019 • C & F Financial Corp • State commercial banks • Iowa
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is made as of the 25th day of August, 2008 by and among C & F FINANCE COMPANY, a Virginia corporation with its chief executive office at 4660 S. Laburnum Avenue, Richmond, VA 23231 (“Borrower Agent”) and such other Persons joined hereto from time to time as borrowers (collectively, the “Borrowers” and each individually is referred to as a “Borrower”), the financial institutions from time to time party hereto (collectively, the “Lenders” and each individually is referred to as a “Lender”), and WELLS FARGO BANK, N.A. as agent for Lenders (“Agent”), with its principal office located at 800 Walnut Street, Des Moines, Iowa 50309.
CHANGE IN CONTROL AGREEMENT (AMENDED AND RESTATED)Change in Control Agreement • March 9th, 2009 • C & F Financial Corp • State commercial banks • Virginia
THIS AMENDED AND RESTATED AGREEMENT is entered into as of the 30th day of December, 2008 by and between C&F FINANCIAL CORPORATION, a Virginia corporation (the “Company”), and Larry Dillon (the “Executive”).
C&F FINANCIAL CORPORATION NON-QUALIFIED DEFERRED COMPENSATION PLAN FOR DIRECTORS (As Restated Effective January 1, 2018) ADOPTION AGREEMENTNon-Qualified Deferred Compensation Plan • March 8th, 2018 • C & F Financial Corp • State commercial banks
This Adoption Agreement is the companion document that allows an employer to sponsor and adopt the Virginia Bankers Association Model Non-Qualified Deferred Compensation Plan for Directors (the “Plan”). Each Corporation named below hereby adopts the Plan through this Adoption Agreement (the “Adoption Agreement”), to be effective as of the date(s) specified below, and elects the following specifications and provides the following information relating thereto.
EMPLOYMENT AGREEMENTEmployment Agreement • December 27th, 2021 • C & F Financial Corp • State commercial banks • Virginia
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of this 23rd day of December, 2021, is made by and between C&F Financial Corporation, a Virginia corporation (“Holding Company”), C&F Finance Company, a Virginia corporation (“Subsidiary Company”) (collectively Holding Company and Subsidiary Company shall be referred to herein as “Company”) and S. Dustin Crone (“Executive”) and is effective as of December 23, 2021 (the “Effective Date”).
AMENDMENT TO CHANGE IN CONTROL AGREEMENTChange in Control Agreement • November 13th, 2003 • C & F Financial Corp • State commercial banks • Virginia
THIS AMENDMENT is entered into as of the 23rd day of July, 2003, by and between C&F FINANCIAL CORPORATION, a Virginia corporation (the “Company”), and LARRY G. DILLON (the “Executive”).
VIRGINIA BANKERS ASSOCIATION MODEL NON-QUALIFIED DEFERRED COMPENSATION PLAN FOR DIRECTORS (As Restated Effective January 1, 2008) ADOPTION AGREEMENTNon-Qualified Deferred Compensation Plan • March 9th, 2009 • C & F Financial Corp • State commercial banks
Each Corporation named below hereby adopts the Plan through this Adoption Agreement (the “Adoption Agreement”), to be effective as of the date(s) specified below, and elects the following specifications and provides the following information relating thereto:
C&F FINANCIAL CORPORATION 2022 STOCK AND INCENTIVE COMPENSATION PLAN RESTRICTED STOCK AGREEMENT (Key Employee)Restricted Stock Agreement • August 1st, 2022 • C & F Financial Corp • State commercial banks • Virginia
This Restricted Stock Agreement (the “Agreement”) is entered into as of <<DATE>> pursuant to Article VII of the C&F Financial Corporation 2022 Stock and Incentive Compensation Plan (the “Plan”) and evidences the grant, and the terms, conditions and restrictions pertaining thereto, of Restricted Stock awarded to <<NAME>> (the “Participant”).
C&F FINANCIAL CORPORATION 2013 STOCK AND INCENTIVE COMPENSATION PLAN RESTRICTED STOCK AGREEMENT (Key Employee)Restricted Stock Agreement • March 4th, 2016 • C & F Financial Corp • State commercial banks • Virginia
This Restricted Stock Agreement (the “Agreement”) is entered into as of <<DATE>> pursuant to Article VIII of the C&F Financial Corporation 2013 Stock and Incentive Compensation Plan (the “Plan”) and evidences the grant, and the terms, conditions and restrictions pertaining thereto, of Restricted Stock awarded to <<NAME>> (the “Participant”).
NON-QUALIFIED DEFERRED COMPENSATION PLAN FOR EXECUTIVES (As Restated Effective January 1, 2018) ADOPTION AGREEMENT (Updated Form January 1, 2020)Non-Qualified Deferred Compensation Plan • March 1st, 2022 • C & F Financial Corp • State commercial banks
This Adoption Agreement is the companion document that allows an employer to sponsor and adopt the Virginia Bankers Association Model Non-Qualified Deferred Compensation Plan for Executives (the “Plan”). Each Employer named below hereby adopts the Plan through this Adoption Agreement (the “Adoption Agreement”), to be effective as of the date(s) specified below, and elects the following specifications and provides the following information relating thereto.
NINTH AMENDMENT TO AMENDED AND RESTATEDLoan and Security Agreement • May 13th, 2020 • C & F Financial Corp • State commercial banks • Iowa
This Ninth Amendment to Amended and Restated Loan and Security Agreement (“Amendment”) is dated as of May _08_, 2020, by and among C&F FINANCE COMPANY and such other Persons joined to the Loan Agreement as Borrowers from time to time (collectively, the “Borrowers” and each a “Borrower”), WELLS FARGO BANK, N.A., successor by merger to Wells Fargo Preferred Capital, Inc., as agent for Lenders (in such capacity, “Agent”), and the financial institutions a party hereto as lenders (collectively, the “Lenders” and each is a “Lender”).
C&F FINANCIAL CORPORATION FORM OF INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • December 29th, 2004 • C & F Financial Corp • State commercial banks
In accordance with the 2004 Incentive Stock Plan (the “Plan”) of C&F FINANCIAL CORPORATION, a Virginia corporation (the “Company”), the Company hereby grants to
FIFTH AMENDMENT TO AMENDED AND RESTATEDLoan and Security Agreement • November 7th, 2016 • C & F Financial Corp • State commercial banks • Iowa
This Fifth Amendment to Amended and Restated Loan and Security Agreement (“Amendment”) is dated as of November 1, 2016, by and among C&F FINANCE COMPANY and such other Persons joined to the Loan Agreement as Borrowers from time to time (collectively, the “Borrowers” and each a “Borrower”), WELLS FARGO BANK, N.A., successor by merger to Wells Fargo Preferred Capital, Inc., as agent for Lenders (in such capacity, “Agent”), and the financial institutions a party hereto as lenders (collectively, the “Lenders” and each is a “Lender”).
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 7th, 2008 • C & F Financial Corp • State commercial banks • Iowa
This Fourth Amendment to Loan and Security Agreement (“Amendment”) is dated as of October 31, 2007 by C&F Finance Company (“Borrower”) and Wells Fargo Financial Preferred Capital, Inc. (“Lender”).
NONQUALIFIED SUPPLEMENTAL DEFERRED COMPENSATION PLAN ADOPTION AGREEMENTNonqualified Supplemental Deferred Compensation Plan Adoption Agreement • November 8th, 2022 • C & F Financial Corp • State commercial banks
This adoption agreement and the accompanying plan document have not been approved by the Department of Labor, Internal Revenue Service, Securities Exchange Commission, or any other governmental entity. Employers may not rely on this document or the accompanying plan document to ensure any particular tax consequences with respect to the Employer’s particular situation, nor do these documents constitute legal or tax advice. Pen-Cal and its employees cannot provide legal or tax advice in connection with these documents. Employers must determine the extent to which the Plan is subject to Federal or state securities laws. You should have your attorney review this document and the accompanying plan document before adopting the documents. This adoption agreement and accompanying plan document cannot be used in order to avoid penalties that may be imposed on the taxpayer.
C&F FINANCIAL CORPORATION Capital Purchase Program Agreement Regarding Executive Compensation Limitations Omnibus Amendment of All Compensation PlansCapital Purchase Program Agreement • January 14th, 2009 • C & F Financial Corp • State commercial banks • Virginia
This Agreement is adopted as of January 9, 2009 by C&F Financial Corporation, a Virginia corporation (the “Company”), for itself and all of its subsidiaries treated as a single employer with the Company under 31 C.F.R. Section 30.1(b), in connection with the Company’s participation in the Troubled Asset Relief Program Capital Purchase Program (the “CPP”) created by the U.S. Department of the Treasury (the “Treasury Department”) pursuant to authority granted under the Emergency Economic Stabilization Act of 2008 (the “EESA”), pursuant to which program the Company will issue to the Treasury Department shares of the Company’s senior preferred stock and a warrant to purchase shares of common stock of the Company, in accordance with the terms and conditions in a Letter Agreement, including as Exhibit A thereto the Securities Purchase Agreement – Standard Terms, between the Company and Treasury (the “CPP Transaction”), and for purposes of complying with the requirements of Section 111(b) of
AMENDED & RESTATED C&F FINANCIAL CORPORATION (as amended December 18, 2007)1998 Non-Employee Director Stock Compensation Plan • March 7th, 2008 • C & F Financial Corp • State commercial banks
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 8th, 2012 • C & F Financial Corp • State commercial banks • Iowa
This Second Amendment to Amended and Restated Loan and Security Agreement (“Amendment”) is dated as of September 17, 2012, by and among C&F FINANCE COMPANY and such other Persons joined to the Loan Agreement as Borrowers from time to time (collectively, the “Borrowers” and each a “Borrower”), WELLS FARGO BANK, N.A., successor by merger to Wells Fargo Preferred Capital, Inc., as agent for Lenders (in such capacity, “Agent”), and the financial institutions a party hereto as lenders (collectively, the “Lenders” and each is a “Lender”).
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 6th, 2010 • C & F Financial Corp • State commercial banks • Iowa
This First Amendment to Amended and Restated Loan and Security Agreement (“Amendment”) is dated as of July 1, 2010, by and among C&F FINANCE COMPANY and such other Persons joined to the Loan Agreement as Borrowers from time to time (collectively, the “Borrowers” and each a “Borrower”), WELLS FARGO PREFERRED CAPITAL, INC., as agent for Lenders (in such capacity, “Agent”), and the financial institutions a party hereto as lenders (collectively, the “Lenders” and each is a “Lender”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2009 • C & F Financial Corp • State commercial banks
THIS AMENDMENT is entered into as of the 30th day of December, 2008, by and between C&F FINANCIAL CORPORATION, a Virginia corporation (the “Company”), and BRYAN MCKERNON (the “Executive”).
United States Department of the TreasurySecurities Purchase Agreement • July 28th, 2011 • C & F Financial Corp • State commercial banks
Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms (the “Securities Purchase Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, at the Closing, the Company issued to the Investor the number of shares of the series of its preferred stock set forth on Schedule A hereto (the “Preferred Shares”) and a warrant to purchase the number of shares of its common stock set forth on Schedule A hereto (the “Warrant”).
AMENDMENT TO CHANGE IN CONTROL AGREEMENT (AMENDED AND RESTATED)Change in Control Agreement • March 5th, 2012 • C & F Financial Corp • State commercial banks
THIS AMENDMENT is entered into as of the 1st day of March, 2012, by and between C&F FINANCIAL CORPORATION, a Virginia corporation (the “Company”) and THOMAS F. CHERRY (the “Executive”).
FOURTH AMENDMENT TO AMENDED AND RESTATEDLoan and Security Agreement • November 6th, 2015 • C & F Financial Corp • State commercial banks • Iowa
This Fourth Amendment to Amended and Restated Loan and Security Agreement (“Amendment”) is dated as of September 2, 2015, by and among C&F FINANCE COMPANY and such other Persons joined to the Loan Agreement as Borrowers from time to time (collectively, the “Borrowers” and each a “Borrower”), WELLS FARGO BANK, N.A., successor by merger to Wells Fargo Preferred Capital, Inc., as agent for Lenders (in such capacity, “Agent”), and the financial institutions a party hereto as lenders (collectively, the “Lenders” and each is a “Lender”).
amendment NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 2nd, 2013 • C & F Financial Corp • State commercial banks • New York
This amendment NO. 1 TO SECURITIES PURCHASE AGREEMENT, dated as of September 13, 2013 (this “Amendment”), is by and among the United States Department of the Treasury (the “Seller”), Central Virginia Bankshares, Inc., a Virginia corporation (the “Company”), and C&F Financial Corporation, a Virginia corporation (the “Purchaser”). All capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement (as defined below).
EMPLOYMENT AGREEMENT (AMENDED AND RESTATED)Employment Agreement • March 5th, 2013 • C & F Financial Corp • State commercial banks
THIS AGREEMENT made as of the 1st day of January, 2013, by and between C&F MORTGAGE CORPORATION (C&F), Virginia Corporation and BRYAN McKERNON (McKernon):
VIRGINIA BANKERS ASSOCIATION MODEL NON-QUALIFIED DEFERRED COMPENSATION PLAN FOR EXECUTIVES (As Restated Effective January 1, 2008) ADOPTION AGREEMENTNon-Qualified Deferred Compensation Plan • March 7th, 2008 • C & F Financial Corp • State commercial banks
Each Employer named below hereby adopts the Plan through this Adoption Agreement (the “Adoption Agreement”), to be effective as of the date(s) specified below, and elects the following specifications and provides the following information relating thereto:
VIRGINIA BANKERS ASSOCIATION MODEL NON-QUALIFIED DEFERRED COMPENSATION PLAN FOR EXECUTIVES (As Restated Effective January 1, 2008) ADOPTION AGREEMENTNon-Qualified Deferred Compensation Plan • March 9th, 2009 • C & F Financial Corp • State commercial banks
Each Employer named below hereby adopts the Plan through this Adoption Agreement (the “Adoption Agreement”), to be effective as of the date(s) specified below, and elects the following specifications and provides the following information relating thereto:
