As filed with the Securities and Exchange Commission on June 3, 2016
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

______________________________

OLD POINT FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
______________________________
 
Virginia
 
54-1265373
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
1 West Mellen Street
 
 
Hampton, Virginia
(Address of principal executive offices)
 
23663
(Zip Code)

Old Point Financial Corporation Employee Stock Purchase Plan
 (Full title of the plan)

Robert F. Shuford, Sr.
Chairman, President & Chief Executive Officer
Old Point Financial Corporation
1 West Mellen Street
Hampton, Virginia 23663
 (757) 728-1200
(Name, address and telephone number, including area code, of agent for service)

Copy to:
Susan S. Ancarrow, Esq.
Troutman Sanders LLP
1001 Haxall Point
Richmond, Virginia 23219
(804) 697-1200
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐
Accelerated filer  ☐
Non-accelerated filer  ☐    (Do not check if a smaller reporting company)
Smaller reporting company  ☒
CALCULATION OF REGISTRATION FEE
 
Title of securities to be registered
 
Amount to be registered (1)
   
Proposed maximum offering price per share (2)
   
Proposed maximum aggregate offering price (2)
   
Amount of registration fee
 
Common Stock, par value $5 per share
   
250,000
   
$
19.44125
   
$
4,860,312.50
   
$
489.44
 
 
(1)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement also covers an indeterminate number of additional shares of Common Stock, par value $5 per share ("Common Stock"), of Old Point Financial Corporation (the "Registrant"), which may be offered and issued to prevent dilution resulting from adjustments as a result of stock dividends, stock splits, combinations of shares, spin-offs, recapitalizations, mergers and other capital adjustments.

(2)
Pursuant to Rule 457(c) and 457(h) of the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering price are estimated solely for the purpose of calculating the amount of the registration fee and are based on the average of the high and low prices of the Registrant's Common Stock as reported on The NASDAQ Stock Market LLC on May 26, 2016.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.            PLAN INFORMATION.*

ITEM 2.            REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*The information specified in Items 1 and 2 of Part I of Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the respective participants in the plan covered by this Registration Statement and as required by Rule 428(b)(1).
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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.            INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed with the Securities and Exchange Commission (the "Commission") are incorporated by reference into this Registration Statement as of their respective dates of filing:

(1)
The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the Commission on March 11, 2016;

(2)
The Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016 filed with the Commission on May 10, 2016;

(3)
The Registrant's Current Reports on Form 8-K filed with the Commission on March 17, 2016 and May 31, 2016 (other than for portions of those documents deemed to be furnished and not filed); and

(4)
The description of the Registrant's Common Stock, contained in the Registrant's Current Report on Form 8-K filed with the Commission on May 31, 2016, and any further amendment or report filed for the purpose of updating such description.

All documents filed subsequent to the date of this Registration Statement by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all shares of Common Stock offered hereby have been sold or which deregisters any shares of such Common Stock then remaining unsold, shall also be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from their respective dates of filing. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any statement contained in this Registration Statement shall be deemed to be modified or superseded to the extent that a statement contained in a subsequently filed document which is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4.            DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.            INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6.            INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Title 13.1, Chapter 9, Article 10 of the Code of Virginia of 1950, as amended, permits a Virginia corporation to indemnify any of its directors or officers in certain circumstances. The Code of Virginia permits the Registrant to indemnify any of its directors or officers if he acted in good faith and in a manner which he believed to be in the best interest of the Registrant, and, in the case of a criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. Unless ordered by a court, the Registrant cannot indemnify a director or officer in connection with a proceeding by or in the right of the Registrant except for reasonable expenses incurred in connection with the proceeding if it is determined that he acted in good faith and in a manner which he believed to be in the best interest of the Registrant or in connection with any other proceeding charging improper personal benefit to the director or officer, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that a personal benefit was improperly received by him.
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Furthermore, unless limited by its articles of incorporation, the Code of Virginia requires a Virginia corporation to indemnify a director or officer who entirely prevails in the defense of any proceeding to which he was a party because he is or was a director or officer of the corporation against reasonable expenses incurred by him in connection with the proceeding.

The Code of Virginia also authorizes a Virginia corporation to purchase and maintain insurance on behalf of an individual who is or was a director or officer of a corporation, or who, while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan, or other entity against liability asserted against, or incurred by, him in any such capacity or arising from his status as a director or officer, whether or not the corporation would have the power to indemnify him against such liability as provided above.

 The Code of Virginia also provides that a Virginia corporation  may make any other or further indemnity (including indemnity with respect to a proceeding by or in the right of the corporation), and may make additional provision for advances and reimbursement of expenses, if authorized by its articles of incorporation or shareholder-adopted bylaw or resolution,  except an indemnity against willful misconduct or a knowing violation of the criminal law. The Articles of Incorporation of the Registrant, as amended, provide that, to the full extent permitted by the Code of Virginia, each director and officer shall be indemnified by the Registrant against liabilities, fines, penalties and claims imposed upon or asserted against him (including amounts paid in settlement) by reason of having been such director or officer, whether or not then continuing so to be, and against all expenses (including counsel fees) reasonably incurred by him in connection therewith, except in relation to matters as to which he shall have been finally adjudged liable by reason of his willful misconduct or a knowing violation of criminal law in the performance of his duty as such director or officer.

The Code of Virginia establishes a statutory limit on liability of directors and officers of a Virginia corporation for damages assessed against them in a proceeding brought by or in the right of the corporation or brought by or on behalf of the corporation's shareholders and authorizes a corporation to specify a lower monetary limit on liability (including the elimination of liability for monetary damages) in the corporation's articles of incorporation or bylaws; however, the liability of a director or officer shall not be limited if such director or officer engaged in willful misconduct or a knowing violation of the criminal law or of any federal or state securities law. As permitted by the Code of Virginia, the Articles of Incorporation of the Registrant, as amended, eliminate the liability for monetary damages of a director or officer in a proceeding brought by or in the right of the Registrant or brought by or on behalf of the Registrant's shareholders. This elimination of liability will not apply in the event of willful misconduct or a knowing violation of criminal law or any federal or state securities law.

The Registrant maintains officers' and directors' insurance covering certain liabilities that may be incurred by officers and directors in the performance of their duties.

ITEM 7.            EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.            EXHIBITS.

For the list of exhibits, see the Exhibit Index to this Registration Statement, which is incorporated in this item by reference.

ITEM 9.            UNDERTAKINGS.

(a)
The undersigned Registrant hereby undertakes:

(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
4
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement;

(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that: paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to applicable law, the Registrant's Articles of Incorporation or Bylaws, as such may be amended from time to time, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
5

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hampton, Commonwealth of Virginia, on June 3, 2016.

OLD POINT FINANCIAL CORPORATION
(Registrant)
   
By:
 
 /s/ Robert F. Shuford, Sr.
Name:
 
Robert F. Shuford, Sr.
Title:
 
Chairman, President & Chief Executive Officer


POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert F. Shuford, Sr. and Laurie D. Grabow, and each of them, with full power to act without the other, such person's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in his capacity as a director or officer, or both, of Old Point Financial Corporation, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, including any amendment to this Registration Statement for the purpose of registering additional shares in accordance with General Instruction E to Form S-8, and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act necessary or desirable to be done in connection with the above-described matters, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Capacity
 
Date
 
/s/ Robert F. Shuford, Sr.
Robert F. Shuford, Sr.
 
 
Chairman, President & Chief Executive Officer and Director
(Principal Executive Officer)
 
 
June 3 , 2016
 
/s/ Laurie D. Grabow
Laurie D. Grabow
 
 
Chief Financial Officer & Senior Vice President/Finance
(Principal Financial and Accounting Officer)
 
 
June 3, 2016
 
/s/ Stephen C. Adams
Stephen C. Adams
 
 
Director
 
 
June 3 , 2016
 
/s/ James Reade Chisman
James Reade Chisman
 
 
Director
 
 
June 3 , 2016
 
/s/ Russell Smith Evans, Jr.
Russell Smith Evans, Jr.
 
 
Director
 
 
June 3 , 2016
 
/s/ Michael A. Glasser
Michael A. Glasser
 
 
Director
 
 
June 3 , 2016
6

 
/s/ Dr. Arthur D. Greene
Dr. Arthur D. Greene
 
 
Director
 
 
June 3 , 2016
 
/s/ John Cabot Ishon
John Cabot Ishon
 
 
Director
 
 
June 3 , 2016
 
____________________
William F. Keefe
 
 
Director
   
 
/s/ Tom B. Langley
Tom B. Langley
 
 
Director
 
 
June 3 , 2016
 
/s/ Dr. H. Robert Schappert
Dr. H. Robert Schappert
 
 
Director
 
 
June 3 , 2016
 
/s/ Robert F. Shuford, Jr.
Robert F. Shuford, Jr.
 
 
Director
 
 
June 3 , 2016
 
/s/ Ellen Clark Thacker
Ellen Clark Thacker
 
 
Director
 
 
June 3 , 2016
 
/s/ Joseph R. Witt
Joseph R. Witt
 
 
Director
 
 
June 3 , 2016
7
EXHIBIT INDEX
Exhibit Number
 
Description of Exhibit
4.1.1
 
Articles of Incorporation of Old Point Financial Corporation, as amended June 22, 2000 (incorporated herein by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K filed with the Commission on March 12, 2009)
 
4.1.2
 
Articles of Amendment to Articles of Incorporation of Old Point Financial Corporation, effective May 26, 2016 (incorporated herein by reference to Exhibit 3.1.1 to the Registrant's Current Report on Form 8-K filed with the Commission on May 31, 2016)
 
4.2
 
Bylaws of Old Point Financial Corporation, as amended and restated March 8, 2011 (incorporated herein by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed with the Commission on March 10, 2011)
 
4.3
 
Specimen stock certificate*
 
5.1
 
Opinion of Troutman Sanders LLP with respect to the validity of the Common Stock*
 
23.1
 
Consent of Troutman Sanders LLP (included as part of Exhibit 5.1 to the Registration Statement)*
 
23.2
 
Consent of Yount, Hyde & Barbour, P.C.*
 
24.1
 
Powers of Attorney (included as part of the signature page of the Registration Statement)*
 
99.1
 
Old Point Financial Corporation Employee Stock Purchase Plan (incorporated herein by reference to Appendix B to the Registrant's definitive proxy statement on Schedule 14A filed with the Commission on April 14, 2016)
 
99.2
 
Old Point Financial Corporation Employee Stock Purchase Plan Enrollment/Change/Withdrawal Form*
 
* Filed herewith.
 
8
EXHIBIT 4.3
 
 
 
 
 
EXHIBIT 5.1
 
[Troutman Sanders LLP Letterhead]
 

June 3, 2016


The Board of Directors
Old Point Financial Corporation
1 West Mellen Street
Hampton, Virginia 23663

Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Old Point Financial Corporation, a Virginia corporation (the "Corporation") in connection with the filing by the Corporation of the above-referenced Registration Statement (the "Registration Statement") with the United States Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), whereby 250,000 shares (the "Shares") of common stock, $5.00 par value per share (the "Common Stock"), of the Corporation are registered to be issued in accordance with the Old Point Financial Corporation Employee Stock Purchase Plan, as approved by the Board of Directors of the Corporation (the "Board") on March 8, 2016, subject to stockholder approval, which was obtained on May 24, 2016 (the "Plan").

This opinion is being furnished in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K.

We have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements, and other instruments, certificates, orders, opinions, correspondence with public officials, certificates provided by the Corporation's officers and representatives, and other documents as we have deemed necessary or advisable for the purposes of rendering the opinion set forth herein, including (i) the corporate and organizational documents of the Corporation, including the Articles of Incorporation, as amended to date (the "Articles"), and the Bylaws, as amended to date, (ii) the resolutions (the "Resolutions") of the Board with respect to the offering and issuance of the Shares under the Plan and certain related matters, (iii) the Plan, (iv) the Registration Statement and exhibits thereto and (v) the prospectus related to the Registration Statement.

For purposes of the opinion expressed below, we have assumed (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted as certified, photostatic or electronic copies and the authenticity of the originals thereof, (iii) the legal capacity of natural persons, (iv) the genuineness of signatures not witnessed by us, (v) the due authorization, execution and delivery of all documents by all parties, other than the Corporation, and the validity, binding effect and enforceability thereof and (vi) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when and if issued in accordance with the Articles, the Plan, the Registration Statement and the Resolutions (assuming that, upon any issuance of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Corporation is then authorized to issue under the Articles), the Shares will be validly issued, fully paid and nonassessable.

We are members of the bar of the Commonwealth of Virginia and are not purporting to be experts on, or generally familiar with, or qualified to express legal conclusions based upon, laws of any state or jurisdiction other than the federal laws of the United States of America and the Commonwealth of Virginia and we express no opinion as to the effect of the laws of any other jurisdiction or as to the securities or blue sky laws of any state (including, without limitation, Virginia), municipal law or the laws of any local agencies within any state (including, without limitation, Virginia).  This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.

Our opinion is as of the date hereof and we have no responsibility to update this opinion for events and circumstances occurring after the date hereof or as to facts relating to prior events that are subsequently brought to our attention and we disavow any undertaking to advise you of any changes in law.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.  In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules or regulations of the Commission promulgated thereunder.

Very truly yours,


/s/ Troutman Sanders LLP

EXHIBIT 23.2
 
 






CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Old Point Financial Corporation of our report dated March 11, 2016, relating to our audit of the consolidated financial statements, included in the Annual Report on Form 10-K of Old Point Financial Corporation for the year ended December 31, 2015.



/s/ YOUNT, HYDE & BARBOUR, P.C.




Winchester, Virginia
June 3, 2016
EXHIBIT 99.2

 

Employee Stock Purchase Plan Enrollment/Change/Withdrawal Form
 
Instructions: Please complete, sign, and return this form to the Human Resources Department in order to initiate, modify or withdraw your participation in the Old Point Financial Corporation Employee Stock Purchase Plan ("ESPP") 1 . Contributions will be made semi-monthly through payroll deductions and will be used to purchase whole shares of Old Point Financial Corporation Common Stock ("Common Stock") according to the terms of the ESPP.
 
 
ESPP Election:
  New Enrollment
 
Name:
 
 
Address:
 
 
City:
 
 
State:
 
 
    Zip Code:  
 
Employee ID:
 
 
 Tax ID:  
 
* Contribution per pay period:
 
 
* Amount elected to be deducted, after tax, from each paycheck. Amount must be in whole dollars with a minimum of $10. Note that there are certain maximum contribution limits as specified in the ESPP, which are also discussed in the prospectus.
 
I hereby elect to participate in the Old Point Financial Corporation ESPP and authorize the deduction of the above amount from each of my paychecks. I acknowledge that a copy of the ESPP Plan document and prospectus have been delivered to me, and I understand the terms of the ESPP, the risks inherent in my investment of Common Stock through the ESPP, and the tax consequences of my participation in the ESPP. With respect to my enrollment, I acknowledge that, upon receipt of this form, Old Point Financial Corporation will determine whether I am eligible to participate in the ESPP per the terms of the ESPP, and if I am deemed to not be eligible to participate, I will not be permitted to enroll in the ESPP. Additionally, I hereby consent to electronic delivery of stockholder communications by Old Point Financial Corporation. Finally, I acknowledge that the information provided on this enrollment form will remain in effect unless and until I complete and deliver an updated form or Old Point Financial Corporation determines that I am no longer eligible to participate in the ESPP.
 
 
Employee Signature
 
  Date  
 
1 Initial enrollment must be made at least five calendar days prior to the beginning of any Offering Period (as defined under the ESPP). Changes to contributions or withdrawals will be effective as of the first Offering Period beginning at least 15 calendar days after this form is delivered.

Beneficiary Designation
 
** Please complete this Beneficiary Designation form only if you wish to designate a beneficiary or beneficiaries other than your surviving spouse (if you are married) or your estate (if you are not married). If you have previously completed a Beneficiary Designation form, please complete this Beneficiary Designation form only if you have changes to that prior designation.
 
I understand that if I am not married, my estate shall automatically be my designated beneficiary under the ESPP unless I elect otherwise. I understand that if I am married, my spouse shall automatically be my designated beneficiary under the ESPP unless I elect otherwise and my spouse consents to such election. When more than one beneficiary is designated, if the percentage is not specified, allocation will be made in equal shares to each surviving beneficiary, or all to the last surviving beneficiary.
 
 
I, __________________________________________________ , hereby designate the following person(s) as beneficiary(ies) of my interest under the ESPP.
 
Name:
 
Relationship of Beneficiary:
 
Percentage:
 
 
       
 
 
       
 
 
 
 
     
Employee Signature
 
Date
   
 
 
Consent of Spouse
 
 
I, _____________________________________________ , acknowledge that I am the spouse of the employee named above. I hereby certify that I have read this form and understand that, if not for this beneficiary designation, I would possess a beneficial interest in my spouse's interest in the ESPP at the time of my spouse's death if I survive him/her. I hereby acknowledge and consent to the above beneficiary(ies) receiving any interest of my spouse that remains in the ESPP at the time of my spouse's death. My consent shall be irrevocable unless my spouse subsequently changes this designation.
 
 
I have executed this consent this ______  day of ____________________, ___________ .
 
 
_____________________________________________________
Signature of Employee's Spouse



Employee Stock Purchase Plan Enrollment/Change/Withdrawal Form
 
Instructions: Please complete, sign, and return this form to the Human Resources Department in order to initiate, modify or withdraw your participation in the Old Point Financial Corporation Employee Stock Purchase Plan ("ESPP") 1 . Contributions will be made semi-monthly through payroll deductions and will be used to purchase whole shares of Old Point Financial Corporation Common Stock ("Common Stock") according to the terms of the ESPP.
 
 
ESPP Election:
  Change Enrollment
 
Name:
 
 
Address:
 
 
City:
 
 
State:
 
 
    Zip Code:  
 
Employee ID:
 
 
 Tax ID:  
 
* Contribution per pay period:
 
 
* Amount elected to be deducted, after tax, from each paycheck. Amount must be in whole dollars with a minimum of $10. Note that there are certain maximum contribution limits as specified in the ESPP, which are also discussed in the prospectus.
 
I hereby elect to participate in the Old Point Financial Corporation ESPP and authorize the deduction of the above amount from each of my paychecks. I acknowledge that a copy of the ESPP Plan document and prospectus have been delivered to me, and I understand the terms of the ESPP, the risks inherent in my investment of Common Stock through the ESPP, and the tax consequences of my participation in the ESPP. With respect to my enrollment, I acknowledge that, upon receipt of this form, Old Point Financial Corporation will determine whether I am eligible to participate in the ESPP per the terms of the ESPP, and if I am deemed to not be eligible to participate, I will not be permitted to enroll in the ESPP.  Additionally, I hereby consent to electronic delivery of stockholder communications  by Old Point Financial Corporation. Finally, I acknowledge that the information provided on this enrollment form will remain in effect unless and until I complete and deliver an updated form or Old Point Financial Corporation determines that I am no longer eligible to participate in the ESPP.
 
 
Employee Signature
 
  Date  
 
1 Initial enrollment must be made at least five calendar days prior to the beginning of any Offering Period (as defined under the ESPP). Changes to contributions or withdrawals will be effective as of the first Offering Period beginning at least 15 calendar days after this form is delivered.
 
 
 
Beneficiary Designation
 
** Please complete this Beneficiary Designation form only if you wish to designate a beneficiary or beneficiaries other than your surviving spouse (if you are married) or your estate (if you are not married). If you have previously completed a Beneficiary Designation form, please complete this Beneficiary Designation form only if you have changes to that prior designation.
 
I understand that if I am not married, my estate shall automatically be my designated beneficiary under the ESPP unless I elect otherwise. I understand that if I am married, my spouse shall automatically be my designated beneficiary under the ESPP unless I elect otherwise and my spouse consents to such election. When more than one beneficiary is designated, if the percentage is not specified, allocation will be made in equal shares to each surviving beneficiary, or all to the last surviving beneficiary.
 
 
I, __________________________________________________ , hereby designate the following person(s) as beneficiary(ies) of my interest under the ESPP.
 
Name:
 
Relationship of Beneficiary:
 
Percentage:
 
 
       
 
 
       
 
 
 
 
     
Employee Signature
 
Date
   
 
 
Consent of Spouse
 
 
I, _____________________________________________ , acknowledge that I am the spouse of the employee named above. I hereby certify that I have read this form and understand that, if not for this beneficiary designation, I would possess a beneficial interest in my spouse's interest in the ESPP at the time of my spouse's death if I survive him/her. I hereby acknowledge and consent to the above beneficiary(ies) receiving any interest of my spouse that remains in the ESPP at the time of my spouse's death. My consent shall be irrevocable unless my spouse subsequently changes this designation.
 
 
I have executed this consent this ______  day of ____________________, ___________ .
 
 
_____________________________________________________
Signature of Employee's Spouse
 


Employee Stock Purchase Plan Enrollment/Change/Withdrawal Form
 
Instructions: Please complete, sign, and return this form to the Human Resources Department in order to initiate, modify or withdraw your participation in the Old Point Financial Corporation Employee Stock Purchase Plan ("ESPP") 1 . Contributions will be made semi-monthly through payroll deductions and will be used to purchase whole shares of Old Point Financial Corporation Common Stock ("Common Stock") according to the terms of the ESPP.
 
 
ESPP Election:
  Stop Participation
 
Name:
 
 
Address:
 
 
City:
 
 
State:
 
 
    Zip Code:  
 
Employee ID:
 
 
 Tax ID:  
 
* Contribution per pay period:
 
 
* Amount elected to be deducted, after tax, from each paycheck. Amount must be in whole dollars with a minimum of $10. Note that there are certain maximum contribution limits as specified in the ESPP, which are also discussed in the prospectus.
 
I hereby elect to withdraw my participation in the Old Point Financial Corporation ESPP and authorize the termination of payroll deductions effective the first Offering Period (as defined under the ESPP) beginning at least 15 calendar days after I deliver this form to the Human Resources Department. I acknowledge that a copy of the ESPP document and prospectus have been delivered to me, and I understand the terms of the ESPP, the risks inherent in my investment of Common Stock through the ESPP, and the tax consequences of my participation in the ESPP. Additionally, I hereby consent to the electronic delivery of stockholder communications by Old Point Financial Corporation.
 
Employee Signature
 
  Date  
 
1 Initial enrollment must be made at least five calendar days prior to the beginning of any Offering Period (as defined under the ESPP). Changes to contributions or withdrawals will be effective as of the first Offering Period beginning at least 15 calendar days after this form is delivered.
 
 
 

 
Beneficiary Designation
 
** Please complete this Beneficiary Designation form only if you wish to designate a beneficiary or beneficiaries other than your surviving spouse (if you are married) or your estate (if you are not married). If you have previously completed a Beneficiary Designation form, please complete this Beneficiary Designation form only if you have changes to that prior designation.
 
I understand that if I am not married, my estate shall automatically be my designated beneficiary under the ESPP unless I elect otherwise. I understand that if I am married, my spouse shall automatically be my designated beneficiary under the ESPP unless I elect otherwise and my spouse consents to such election. When more than one beneficiary is designated, if the percentage is not specified, allocation will be made in equal shares to each surviving beneficiary, or all to the last surviving beneficiary.
 
 
I, __________________________________________________ , hereby designate the following person(s) as beneficiary(ies) of my interest under the ESPP.
 
Name:
 
Relationship of Beneficiary:
 
Percentage:
 
 
       
 
 
       
 
 
 
 
     
Employee Signature
 
Date
   
 
 
Consent of Spouse
 
 
I, _____________________________________________ , acknowledge that I am the spouse of the employee named above. I hereby certify that I have read this form and understand that, if not for this beneficiary designation, I would possess a beneficial interest in my spouse's interest in the ESPP at the time of my spouse's death if I survive him/her. I hereby acknowledge and consent to the above beneficiary(ies) receiving any interest of my spouse that remains in the ESPP at the time of my spouse's death. My consent shall be irrevocable unless my spouse subsequently changes this designation.
 
 
I have executed this consent this ______  day of ____________________, ___________ .
 
 
_____________________________________________________
Signature of Employee's Spouse