C & F FINANCIAL CORP (Form: 8-K, Received: 12/27/2021 14:27:50)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 21, 2021

C&F FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)


Virginia	000-23423	54-1680165
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


3600 La Grange Parkway, Toano, Virginia		23168
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (804) 843-2360

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 par value per share	CFFI	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange of 1934 (§240.12b-2 of this chapter).

Emer
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As discussed in further detail below, C&F Financial Corporation (the Corporation) has entered into or amended various agreements and other compensatory arrangements related to certain aspects of the compensation of its executive officers. The agreements, amendments and award modifications adopted or entered into by the Corporation on December 21, 2021 and December 23, 2021 affecting certain of its executive officers (the Amendments), were approved by the Board of Directors (the Board) of the Corporation, based on the recommendations of the Compensation Committee (the Committee) of the Board. The Amendments were designed and considered as a coordinated set of changes such that, taken as a whole, they would (a) ensure the compensation and benefits offered to executive officers have the effect they are designed to have, including payment of change in control benefits, and mitigate adverse tax consequences to the extent possible, (b) address concerns that existing arrangements, including Section 280G tax gross-up provisions and open “window period” provisions during which an executive could voluntarily terminate employment for any reason following a change in control, may present windfall risks or may otherwise be unfavorable to the Corporation, (c) more closely align the Corporation’s executive compensation program, including compensation levels for termination benefits, and incentive compensation plan provisions with current market practices, and (d) simplify the design and administration of the Corporation’s nonqualified deferred compensation plan. The Amendments were recommended by the Committee, which is comprised solely of independent directors, and were based in part on consultations with Pearl Meyer & Partners, LLC, which serves as the Committee’s independent compensation consultant on matters involving compensation of executive officers, certain other senior officers, and directors of the Corporation and its subsidiaries.

Prior to the Amendments, in the case of certain executive officers, the terms of existing change in control agreements and certain unvested awards made it likely that upon a change in control and termination of employment some portion of certain payments or benefits to be awarded to the executive either (a) would be “excess parachute payments” under Section 280G of the Internal Revenue Code (the Code), resulting in payment of additional tax gross-up benefits and adverse tax consequences to the Corporation or (b) would be reduced in order to avoid the consequences of Section 280G and the related excise tax that would be imposed on the executive officer by Section 4999 of the Code, either of which outcome would be inconsistent with the intended design of the Corporation’s executive compensation program. The Committee determined that the most significant factors contributing to the likelihood of such outcomes were the vesting provisions of certain equity awards and supplemental retirement (SERP) contributions and determined further that such vesting provisions were also inconsistent with general market practices and imposed service conditions on executive officers that were longer than service conditions imposed by most of the Corporation’s peers for similar awards.

Based on the foregoing and other determinations and recommendations of the Committee and to more closely align certain aspects of the Corporation’s executive compensation program with current market practices, the Amendments, among other things:

●

Remove Section 280G tax gross-up provisions for Thomas F. Cherry, President and CEO of the Corporation and its wholly-owned subsidiary Citizens and Farmers Bank (the Bank), and Larry Dillon, Executive Chairman of the Corporation and the Bank;

●

Institute shorter service conditions related to vesting of equity awards and SERP contributions for executive officers;

●

Provide for a severance benefit to certain executive officers in case of their termination by the Corporation without cause or by the executive with good reason, each as defined in related agreements;

●

Obtain covenants of confidentiality, non-disparagement, non-piracy, non-solicitation and non-competition from certain executive officers in certain circumstances;

●

Increase the payments and benefits due to certain executive officers upon termination of employment under certain conditions following a change in control;

●

Remove provisions that allowed for payment of termination benefits following a change in control in the event the executive officer voluntarily terminates employment without good reason during certain “window periods;”

●

Modify the performance measures used to determine the amounts of certain incentive compensation awards beginning in 2022;

●

Remove separate provisions for discretionary contributions related to Excess Benefits (as defined below) from the Corporation’s nonqualified deferred compensation plan, while retaining provisions for discretionary SERP contributions; and

●

Other changes and provisions as discussed more fully below.

While the Amendments removed Section 280G tax gross-up provisions and “window period” provisions from change in control agreements with certain executive officers, the change in control agreement among the Corporation, the Bank’s wholly-owned subsidiary C&F Mortgage Corporation (C&F Mortgage), and Bryan McKernon, President and CEO of C&F Mortgage also contains a Section 280G tax gross-up provision and “window period” provision and was not modified by the Amendments. The Corporation intends to enter an amended change in control agreement with Mr. McKernon in 2022 that would not include these provisions.

Employment Agreements and Amended and Restated Change in Control Agreements

Thomas F. Cherry. On December 23, 2021, the Corporation, the Bank and Mr. Cherry entered into an employment agreement (the Cherry Employment Agreement). The Cherry Employment Agreement has an initial term of one year and will renew for successive one-year periods unless either party provides written notice of non-renewal during the then-current term. The Cherry Employment Agreement provides for payment of base salary and the executive’s eligibility to receive such equity awards and cash incentive compensation as determined by the Board or its designee. Incentive-based compensation paid to the executive is subject to clawback as may be required under the Corporation’s clawback policy or under provisions of applicable law, Securities and Exchange Commission rule or regulation or stock exchange requirement. In addition, the Cherry Employment Agreement entitles the executive to participation in employee benefit plans as determined by the Board or its designee. Under the Cherry Employment Agreement, in the event of termination of employment due to death or incapacity (as defined in the agreement), the executive is entitled to (a) unpaid base salary through the date of termination and (b) any other benefits vested and payable under any plans, policies or programs (collectively, the Accrued Obligations). Under the Cherry Employment Agreement, in the event of termination of employment without cause (as defined in the agreement) while the Cherry Employment Agreement is in place or during the one-year period following the termination of the Cherry Employment Agreement due to non-renewal by the Corporation (generally referred to as a termination without cause) or by the executive for good reason (as defined in the agreement), then, provided the executive timely executes a general release of claims, the executive is entitled to the Accrued Obligations and a lump-sum cash payment equal to the executive’s annual base salary in effect immediately preceding the termination of employment and, provided certain conditions are met, a monthly payment equal to the employer-paid portion of COBRA continuation coverage, payable for 12 months. In the event of termination of employment without cause or by the executive for good reason, post-termination payments will cease if the executive fails to comply with the covenants set forth in the Cherry Employment Agreement. Under the Cherry Employment Agreement, in the event of termination of employment for cause or by the executive without good reason, the executive is entitled to the Accrued Obligations. The Cherry Employment Agreement requires the executive to comply with confidentiality and non-disparagement covenants as well as 12-month non-piracy and non-solicitation covenants. The Cherry Employment Agreement will terminate if a change in control of the Corporation or the Bank occurs during the executive’s employment and any severance benefits payable upon a termination of employment on or following such change in control shall be determined and paid solely pursuant to the second amended and restated change in control agreement among the Corporation, the Bank and Mr. Cherry (the Cherry CIC Agreement), as described below. In the event of termination of the Cherry Employment Agreement, the executive remains obligated to comply with the confidentiality, non-disparagement, non-piracy and non-solicitation covenants as set forth in the agreement.

In connection with the Cherry Employment Agreement, on December 23, 2021, the Corporation, the Bank and Mr. Cherry also entered into the Cherry CIC Agreement. As amended and restated, the Cherry CIC Agreement provides for certain payments and benefits in the event of a termination of employment without cause (as defined in the agreement) or by the executive for good reason (as defined in the agreement) during the period beginning on the occurrence of a change in control (as defined in the agreement) and ending on the second anniversary of the change in control. In such event, Mr. Cherry is entitled to receive a lump-sum cash payment equal to the sum of 2.99 times his highest annual base salary during the 24-month period preceding the change in control and 2.99 times his highest annual bonus for the three fiscal years preceding the change in control and is generally entitled to receive continuing benefits under group health

plans providing medical, prescription, dental and vision benefits (the group health plans) for three years following termination of employment.

Prior to the December 23, 2021 amendment and restatement, the change in control agreement with Mr. Cherry provided for certain payments and benefits in the event of a termination of employment without cause or by the executive for good reason during the two-year period following a change in control and also in the event of a voluntary termination of employment by the executive for any reason during three “window periods” following a change in control. Prior to the December 23, 2021 amendment and restatement, Mr. Cherry would have been entitled to receive a lump-sum cash payment equal to the sum of two times his highest annual base salary and two times his highest annual bonus for the applicable period and to receive continuing health insurance, life insurance, and similar benefits under the Corporation’s welfare benefit plans (the welfare benefit plans) for two years following termination and to have two years credited as service towards completion of any service requirement for retiree coverage under the welfare benefit plans. In addition, prior to the December 23, 2021 amendment and restatement, Mr. Cherry also would have been entitled to receive the full amount of the change in control payments and benefits in connection with a termination of employment prior to a change in control, if the termination was at the request of a third party who was a party to the change in control or otherwise arose in connection with or in anticipation of the change in control (collectively, a termination in anticipation of a change in control).

The Cherry CIC Agreement eliminates the “window period” provisions that would have entitled the executive to voluntarily terminate employment for any reason following a change in control and receive the full amount of the change in control payments and benefits. The Cherry CIC Agreement also eliminates the provisions that would have entitled Mr. Cherry to receive the full amount of the change in control payments and benefits in connection with a termination in anticipation of a change in control. In connection with the elimination of these provisions, the Cherry CIC Agreement instead provides for a special termination payment in the limited circumstance in which Mr. Cherry’s employment is involuntarily terminated without cause prior to a change in control, if the termination is at the request of a third party who is a party to the change in control or otherwise arose in connection with or in anticipation of the change in control and if Mr. Cherry has complied with the non-disclosure and non-competition covenants under the Cherry CIC Agreement and with the non-piracy, non-solicitation and non-disparagement covenants under the Cherry Employment Agreement (the special termination payment). In such event, the special termination payment to which Mr. Cherry would be entitled is a lump-sum cash payment equal to the sum of two times his highest aggregate annual base salary during the 24-month period preceding the termination date and three times his highest annual bonus for the three fiscal years preceding the termination date. This special termination payment would be in addition to any payments or benefits under the terms of the Cherry Employment Agreement.

The Cherry CIC Agreement continues to include the non-disclosure covenant that was in effect prior to the December 23, 2021 amendment and restatement, adds a 12-month non-competition covenant, and incorporates the non-piracy, non-solicitation and non-disparagement covenants set forth in the Cherry Employment Agreement.

The Cherry CIC Agreement also eliminates the Section 280G gross-up for any excise tax imposed by Section 4999 of the Code upon payments under the agreement. Instead, the Cherry CIC Agreement provides that in the event an amount to be paid to Mr. Cherry would be considered an “excess parachute payment” under Section 280G of the Code, then such payment will be reduced to the largest amount that would result in no portion of the payment being subject to the excise tax imposed by Section 4999 of the Code, so long as such reduced amount is greater than the after-tax amount Mr. Cherry would have received had the amount not been so reduced (a best net after-tax benefit provision).

Jason E. Long and S. Dustin Crone. On December 23, 2021, the Corporation, the Bank and Jason E. Long, Executive Vice President, Chief Financial Officer and Secretary of the Corporation and the Bank, entered into an employment agreement (the Long Employment Agreement), and also on December 23, 2021, the Corporation, the Bank’s wholly-owned subsidiary C&F Finance Company (C&F Finance) and S. Dustin Crone, President and Chief Executive Officer of C&F Finance, entered into an employment agreement (the Crone Employment Agreement). The Long Employment Agreement and the Crone Employment Agreement have substantially identical provisions as the Cherry Employment Agreement.

In connection with the Long Employment Agreement and the Crone Employment Agreement, on December 23, 2021 the Corporation, the Bank and Mr. Long entered into an amended and restated change in control agreement (the Long CIC Agreement), and the Corporation, C&F Finance and Mr. Crone entered into an amended and restated change in control agreement (the Crone CIC Agreement). The Long CIC Agreement and the Crone CIC Agreement have substantially identical provisions and reflect substantially identical design changes as the Cherry CIC Agreement, except as described below. In the event of a termination of employment without cause (as defined in the agreement) or by the executive for good reason (as defined in the agreement) during the period beginning on the occurrence of a change in control (as defined in the agreement) and ending on the second anniversary of the change in control, each of Mr. Long and Mr. Crone is entitled to receive a lump-sum cash payment equal to the sum of two times his highest annual base salary during the 24-month period preceding the change in control and two times his highest annual bonus for the three fiscal years preceding the change in control and is generally entitled to receive continuing benefits under the group health plans for two years following termination of employment. Prior to the December 23, 2021 amendment and restatement, each of Mr. Long and Mr. Crone would have been entitled to receive a lump-sum cash payment equal to the sum of his highest annual base salary and his highest annual bonus for the applicable period and to receive continuing benefits under the welfare benefit plans for one year following termination and to have one year credited as service towards completion of any service requirement for retiree coverage under the welfare benefit plans. Each of the Long CIC Agreement and the Crone CIC Agreement eliminates the “window period” provisions that would have entitled the executive to voluntarily terminate employment for any reason following a change in control and receive the full amount of the change in control payments and benefits, and eliminates the provisions that would have entitled the executive to receive the full amount of the change in control payments and benefits in connection with a termination in anticipation of a change in control. In connection with the elimination of these provisions, each of the Long CIC Agreement and the Crone CIC Agreement instead provides for a special termination payment determined in the same manner and payable in the same limited circumstance as under the Cherry CIC Agreement, except that in the case of Mr. Long and Mr. Crone the amount of the special termination payment is equal to the sum of his highest aggregate annual base salary during the 24-month period preceding the termination date and two times his highest annual bonus for the three fiscal years preceding the termination date.

The Long CIC Agreement and the Crone CIC Agreement each continues to include the non-disclosure covenant that was in effect prior to the December 23, 2021 amendment and restatement, adds a 6-month non-competition covenant, and incorporates the non-piracy, non-solicitation and non-disparagement covenants set forth in the executive’s respective employment agreement.

Prior to the December 23, 2021 amendment and restatement, each of the Long CIC Agreement and the Crone CIC Agreement provided that, in the event an amount to be paid to the executive is considered an “excess parachute payment” under Section 280G of the Code, then such payment would be reduced to the largest amount that would result in no portion of the payment being subject to the excise tax imposed by Section 4999 of the Code (a Section 280G cutback). Each of the Long CIC Agreement and the Crone CIC Agreement replaces this Section 280G cutback with a best net after-tax benefit provision.

Larry G. Dillon. On December 23, 2021, the Corporation, the Bank and Mr. Dillon entered into a second amended and restated change in control agreement (the Dillon CIC Agreement). The Dillon CIC Agreement provides for certain payments and benefits in the event of a termination of employment without cause (as defined in the agreement) or by the executive for good reason (as defined in the agreement) during the period beginning on the occurrence of a change in control (as defined in the agreement) and ending on the second anniversary of the change in control. In such event, Mr. Dillon continues to be entitled to receive a lump-sum cash payment equal to the sum of 2.5 times his highest annual base salary during the 24-month period preceding the change in control and 2.5 times his highest annual bonus for the three fiscal years preceding the change in control and is generally entitled to receive continuing benefits under the group health plans providing vision benefits for three years following termination of employment. Mr. Dillon also has a right to continued medical, prescription and dental coverage under a separate agreement with the Corporation. While the December 23, 2021 amendment and restatement did not change the lump sum cash payment payable upon a change in control, prior to the amendment and restatement, Mr. Dillon would have been entitled to receive continuing health insurance, life insurance, and similar benefits under the Corporation’s welfare benefit plans for three years after termination, and to have three years credited as service towards completion of any service requirement for retiree coverage under the welfare benefit plans. In addition, Mr. Dillon continues to be entitled to receive the full amount of the change in control payments and benefits in connection with a termination of employment in anticipation of a change in control.

Prior to the December 23, 2021 amendment and restatement, the change in control agreement with Mr. Dillon provided for certain payments and benefits in the event of a termination of employment without cause or by the executive for good reason during the two-year period following a change in control and also in the event of a voluntary termination of employment by the executive for any reason during three “window periods” following a change in control. In addition, prior to the December 23, 2021 amendment and restatement, Mr. Dillon also would have been entitled to request, within six months after his termination, that the Corporation acquire his primary residence for its fair market value. In connection with the changes described above, the Dillon CIC Agreement eliminates the “window period” provisions and the provision regarding the acquisition of Mr. Dillon’s primary residence.

The Dillon CIC Agreement continues to include the non-disclosure covenant that was in effect prior to the December 23, 2021 amendment and restatement and adds a 6-month non-competition covenant.

The Dillon CIC Agreement eliminates the Section 280G gross-up for any excise tax imposed by Section 4999 of the Code upon payments under the agreement. Instead, the Dillon CIC Agreement replaces this provision with a best net after-tax benefit provision.

Each of the amended and restated change in control agreements also includes certain other clarifying and administrative updates.

This description of the employment agreements and amended and restated change in control agreements is only a summary and is qualified in its entirety by reference to each of the Cherry Employment Agreement, the Long Employment Agreement, the Crone Employment Agreement, the Cherry CIC Agreement, the Long CIC Agreement, the Crone CIC Agreement and the Dillon CIC Agreement, which are attached as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4 , Exhibit 10.5, Exhibit 10.6 and Exhibit 10.7, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Amended and Restated Management Incentive Plan

On December 21, 2021, the Board, based on the recommendation of the Committee, approved amendments to the C&F Financial Corporation Management Incentive Plan dated June 13, 2019. The amendments, set forth in an amended and restated Management Incentive Plan (the MIP), are effective January 1, 2022.

The MIP continues to provide opportunities for annual cash incentive compensation awards and long-term equity incentive compensation awards to certain executive officers for achievement of specific goals selected by the Committee. The long-term equity incentive compensation award under the MIP includes an annual component and a performance component (the performance-based equity awards).

The amendments to the MIP update the annual cash award incentive for the Chief Financial Officer of the Corporation and the Bank to operate in the same manner as the annual cash award incentive for the Chief Executive Officer of the Corporation and the Bank. Beginning with the 2022 plan year, the annual cash award targets for the Chief Financial Officer will be based solely on achievement of goals with respect to the Corporation’s return on equity (ROE) and return on assets (ROA), in each case as defined by the Committee, compared to a peer group of banks selected by the Committee. Prior to the amendments, the annual cash award targets for the Chief Financial Officer were based on the net income of the Corporation and other measurements deemed relevant by the Committee. The Committee believes that basing the Chief Financial Officer’s annual cash award incentive on ROE and ROA aligns his incentive compensation with that of the President and CEO of the Corporation and the Bank, and rewards each of them for overall corporate performance in order to generate and sustain long-term shareholder value.

In addition, beginning with the 2022 plan year, unless otherwise provided by the Committee, the performance-based equity awards to executive officers will be based on (or in the case of certain executive officers, based in part on) achievement of goals with respect to the Corporation’s three-year annual return on tangible common equity, as defined by the Committee, compared to a peer group of banks selected by the Committee. The Committee believes that basing a portion of the equity awards under the MIP on the three-year annual return on tangible common equity more closely aligns the MIP with current market practices for long-term equity incentive compensation awards for executive officers, and

aligns the interests of executive officers with those of the Corporation’s common shareholders by rewarding executive officers for long-term corporate performance in order to generate and sustain long-term shareholder value. Prior to the amendments, the performance-based equity awards to the executive officers were based on achievement of goals with respect to the Corporation’s three-year annual growth in tangible book value, as defined by the Committee, compared to a peer group of banks selected by the Committee.

The amendments also include certain other clarifying and administrative updates.

This description of the MIP is only a summary and is qualified in its entirety by reference to the C&F Financial Corporation Management Incentive Plan as amended and restated effective January 1, 2022, as approved by the Board on December 21, 2021, which is attached as Exhibit 10.8 to this Current Report on Form 8-K and incorporated herein by reference.

Accelerated Vesting of Certain Outstanding Time-Based Restricted Stock Awards

On December 21, 2021, the Board, based on the recommendation of the Committee, approved amendments to certain outstanding restricted stock awards previously granted to executive officers. The relevant outstanding restricted stock awards were originally subject to five-year cliff vesting, meaning that, subject to earlier vesting or forfeiture as provided in the award agreement, each award would vest in full on the fifth anniversary of the grant date. In connection with the amended and restated change in control agreements with Messrs. Cherry, Long, Crone and Dillon, and based on the Committee’s determination that the original service condition of the relevant outstanding restricted stock awards is longer than the service condition imposed by most of the Corporation’s peers for similar awards and the Committee’s determination that existing vesting conditions made it likely that certain termination payments would, upon a change in control, be subject to adverse tax consequences to executives or the Corporation as “excess parachute payments” under Section 280G of the Code or subject to reduction under the terms of the change in control agreements, the Board amended outstanding restricted stock awards for executive officers of the Corporation as follows: (a) all such restricted stock awards granted in 2017 and 2018 vested in full on December 21, 2021, and (b) all such restricted stock awards granted in 2019, 2020 and 2021 were amended so that, subject to earlier vesting or forfeiture as provided in the award agreements, each such award will now vest in full on the third anniversary of its respective grant date. The amendment of restricted stock awards as described above applies to restricted stock awards granted to all of the Corporation’s executive officers. While Mr. McKernon’s change in control agreement contains a Section 280G tax gross-up provision and “window period” provision and was not modified by the Amendments, the Corporation intends to enter an amended change in control agreement with Mr. McKernon in 2022 that would not include these provisions.

Amended and Restated Non-Qualified Deferred Compensation Plan for Executives

The Corporation maintains the C&F Financial Corporation Non-Qualified Deferred Compensation Plan for Executives (the Nonqualified Plan) for senior officers of the Corporation and its subsidiaries. The Nonqualified Plan allows executive officers to make deferrals of salary or cash incentive compensation. The Corporation makes discretionary contributions into the Nonqualified Plan, including SERP contributions, for certain executive officers. On December 21, 2021, the Board, based on the recommendation of the Committee, approved an amendment and restatement of the Nonqualified Plan effective January 1, 2021 to simplify the design and administration of the plan regarding future discretionary contributions by the Corporation. Prior to December 21, 2021, the plan provided for discretionary employer contributions related to benefits (Excess Benefits) that would have been contributed or accrued to the benefit of executives under tax-qualified benefit plans sponsored by the Corporation’s subsidiaries but were limited due to provisions in the Code that cap employer provided benefits based on compensation. The amendment removed separate plan provisions for discretionary contributions related to Excess Benefits, while discretionary contributions continue to be permitted in the form of SERP contributions.

The Board also approved an amendment to the vesting schedule for certain discretionary SERP contributions previously made by the Corporation for Messrs. Long and Crone.

In connection with the amended and restated change in control agreements for Messrs. Long and Crone, and based on the Committee’s determination that the existing vesting conditions for SERP awards were not consistent with market

practices and made it likely that certain termination payments would, upon a change in control, be subject to adverse tax consequences to executives or the Corporation as “excess parachute payments” under Section 280G of the Code or subject to reduction under the terms of the change in control agreements, on December 21, 2021, the Board amended the vesting schedule for certain discretionary SERP contributions previously made by the Corporation for Messrs. Long and Crone as follows: (i) discretionary SERP contributions made for performance periods beginning before January 1, 2021 (and on or after January 1, 2017) will now vest on September 30 of the fifth plan year following the performance period for which the respective contribution was made, provided the executive remains employed on such date, and (ii) discretionary SERP contributions made for performance periods beginning before January 1, 2017 vested in full on December 21, 2021. Prior to the December 21, 2021 amendments to the vesting schedule, such discretionary SERP contributions for Messrs. Long and Crone would have vested upon the first to occur of the executive’s retirement at or after age 65, death, disability or a change in control. The Amendments did not impact past discretionary SERP contributions for Messrs. Cherry and Dillon, who have previously been vested in all past SERP contributions.

Item 8.01

Other Events.

The Bank maintains the Virginia Bankers Association Cash Balance Pension Plan for Citizens & Farmers Bank (the Retirement Plan) as a tax-qualified cash balance pension plan. On December 21, 2021, the Board of Directors of the Bank approved an amendment to the Retirement Plan to limit participation to employees hired before January 1, 2022. With no new entrants to the Retirement Plan, the Corporation expects that service cost related to the Retirement Plan will decrease in future periods as the number of active participants decreases over time due to retirements or other terminations. Separately, the Corporation expects to recognize a pre-tax non-cash settlement charge of $1.3 million in the fourth quarter of 2021 as part of the net periodic benefit cost of the Retirement Plan as a result of aggregate lump-sum benefit payments during 2021 that exceeded the threshold for settlement accounting. Lump-sum benefit payments were higher than normal during 2021 primarily because a number of active participants chose to receive in-service distributions at a time when their benefit amount was higher due to low interest rates. The settlement charge is a reclassification of actuarial losses previously recognized as a component of accumulated other comprehensive income and will reduce the amortization of actuarial losses included in net periodic benefit cost of the Retirement Plan in future periods.

Forward-Looking Statements

Statements made in this Form 8-K that are not historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of the Corporation, include statements as to the anticipated impact on service cost in future periods resulting from the amendment of the Retirement Plan to limit participation to employees hired before January 1, 2022 and the anticipated reduced amortization of actuarial losses in future periods resulting from the anticipated pre-tax settlement charge in the fourth quarter of 2021. The Corporation’s ability to predict results, or the actual effect of future plans or strategies, are inherently uncertain. Factors that could have a material adverse effect on the operations and future prospects of the Corporation and its subsidiaries include, but are not limited to, the ability to achieve the cost savings contemplated by the limitation of participation; future levels of lump sum distributions under the Retirement Plan; changes in interest rates; changes in market values of assets held by the Retirement Plan; and the other factors detailed in the Corporation’s publicly filed documents, including its Annual Report on Form 10-K for the year ended December 31, 2020. As a result, actual results may differ materially from the forward-looking statements in this Form 8-K.

These factors are not necessarily all of the factors that could cause the Corporation’s actual results, performance, or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other unknown or unpredictable factors also could harm the Corporation’s results. All forward-looking statements attributable to the Corporation or persons acting on the Corporation’s behalf are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made and the Corporation does not undertake or assume any obligation to update publicly any of these statements to reflect actual results, new information or future events, changes in assumptions, or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If the Corporation updates one or more forward-looking statements, no inference should be drawn that the Corporation will make additional updates with respect to those or other forward-looking statements.

Item 9.01Financial Statements and Exhibits

(d)Exhibits


Exhibit No.		Description

10.1	Employment Agreement dated December 23, 2021 by and among C&F Financial Corporation, Citizens and Farmers Bank and Thomas F. Cherry

10.2	Employment Agreement dated December 23, 2021 by and among C&F Financial Corporation, Citizens and Farmers Bank and Jason E. Long

10.3	Employment Agreement dated December 23, 2021 by and among C&F Financial Corporation, C&F Finance Company and S. Dustin Crone

10.4	Second Amended and Restated Change in Control Agreement dated December 23, 2021 by and among C&F Financial Corporation, Citizens and Farmers Bank and Thomas F. Cherry

10.5	Amended and Restated Change in Control Agreement dated December 23, 2021 by and among C&F Financial Corporation, Citizens and Farmers Bank and Jason E. Long

10.6	Amended and Restated Change in Control Agreement dated December 23, 2021 by and among C&F Financial Corporation, C&F Finance Company and S. Dustin Crone

10.7	Second Amended and Restated Change in Control Agreement dated December 23, 2021 by and among C&F Financial Corporation, Citizens and Farmers Bank and Larry G. Dillon

10.8	C&F Financial Corporation Management Incentive Plan, as amended and restated, effective January 1, 2022

104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		C&F FINANCIAL CORPORATION
		(Registrant)


Date:	December 27, 2021	By:	/s/ Jason E. Long
			Name: Jason E. Long
			Title: Chief Financial Officer and Secretary

EXHIBIT 10.1

EMPLOYMENT AGREEMENT

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”), Citizens and Farmers Bank, a Virginia banking corporation (“Bank”) (collectively Holding Company and Bank shall be referred to herein as “Company”) and Thomas F. Cherry (“Executive”) and is effective as of December 23, 2021 (the “Effective Date”).

WHEREAS, Bank is the wholly-owned independent commercial bank subsidiary of Holding Company;

WHEREAS, Executive currently serves as President and Chief Executive Officer of Holding Company and Bank; is a key member of management of Company and its affiliates; and his services and knowledge are valuable to Company and its affiliates;

WHEREAS, Company wishes to continue the employment of Executive as a key executive of Company and it is the desire of Company to have the benefit of Executive’s continued loyalty and service; and

WHEREAS, Executive wishes to be in the employ of Company on the terms and subject to the conditions set forth herein.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein the parties agree as follows:

1.Employment and Duties.

(a)Executive shall be employed as President and Chief Executive Officer of Company and Bank (the “Position”) on the terms and subject to the conditions of this Agreement. Executive accepts such employment and agrees to perform the duties and responsibilities of the Position, as may be assigned to Executive by the Board of Directors of Company.

(b)Executive shall devote Executive’s best efforts and full time to rendering services on behalf of Company in furtherance of its best interests. Executive shall comply with all policies, standards and regulations of Company now or hereafter promulgated, and shall perform all duties under this Agreement to the best of Executive’s abilities and in accordance with the ethics and standards of conduct applicable to employees in the banking industry.

2.Term. The Term (as defined below) of this Agreement is effective as of the Effective Date and will continue through the earlier of one year from the Effective Date (the “Initial Term”) or (ii) the date this Agreement otherwise terminates pursuant to Section 6 or Section 14 below; provided, however, that, at the end of the Initial Term, if this Agreement has not been previously terminated pursuant to Section 6 or Section 14 below, this Agreement shall be automatically extended for a one-year term (a “Renewal Term”), commencing at the end of the Initial Term, unless either party gives written notice of non-renewal no later than sixty (60) days prior to the end of the Initial Term. This Agreement shall continue to be further extended for an additional one-year term at the end of each Renewal Term, unless either party gives written notice

of non-renewal no later than sixty (60) days prior to the end of the applicable Renewal Term. During the Initial Term or any Renewal Term, this Agreement may be terminated at any time pursuant to Section 6 or Section 14 below. The Term of this Agreement, including all Renewal Terms, if any, is referred to herein as the “Term.”

3.Compensation.

(a)Base Salary. During the Term, Company shall cause Executive to be paid an annual base salary of FOUR HUNDRED FORTY THOUSAND DOLLARS ($440,000.00) paid in equal installments to Executive in accordance with Company’s established payroll practices (but no less frequently than monthly). Company’s Board of Directors or its designee, in its discretion, may increase Executive's base salary during the Term.Company 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 or agreed upon in writing by Executive and Company. Company shall also withhold and remit to the proper party any amounts agreed to in writing by Company and Executive for participation in any corporate sponsored benefit plans for which a contribution is required.

(b)Equity Awards and Cash Incentive Compensation. Executive has received equity awards under Company’s 2013 Stock and Incentive Compensation Plan or any successor equity compensation plan(s) of Company and under the award agreements with respect thereto. In addition, Executive currently participates in Company’s Management Incentive Plan and may participate in any successor or other bonus or incentive compensation plan(s) of Company in accordance with its or their terms and criteria for eligibility. Executive may be eligible to receive short-term and/or long-term cash and/or equity awards from Company, in such manner and subject to such terms and conditions as the Board of Directors or its designee, in its sole discretion, may determine, if at all.

(c)Clawback. Executive agrees that any incentive-based compensation or award he receives, or has received, from Company or any subsidiary or affiliate, pursuant to this Agreement or otherwise, is subject to the terms of Company’s recoupment, clawback or similar policy as such may be in effect from time to time, or any similar policy of any subsidiary or affiliate of Company, as well as any similar provision of applicable law, Securities and Exchange Commission rule or regulation or stock exchange requirement, which could in certain circumstances require repayment or forfeiture of such compensation or award (including any value received from a disposition of stock acquired upon payment of any equity award).

4.Benefits.

(a)Corporate Benefit Plans. Executive shall be entitled to participate in or become a participant in any employee benefit plan maintained by Company for which Executive is or will become eligible on such terms as the Board of Directors or its designee may, in its discretion, establish, modify or otherwise change.

(b)Personal Time Off. Executive shall be entitled to paid time off (“PTO”) in accordance with any PTO policies applicable to senior management of the Bank as in effect from time to time.

5.Reimbursement of Expenses. Executive shall be reimbursed upon Executive’s incurring reasonable and customary business expenses in connection with the performance of Executive’s duties, subject to presentation of adequate substantiation, including receipts, for the reasonable business travel, entertainment, lodging, and other business expenses incurred by Executive, in accordance with any business expense reimbursement policies of the Company as in effect from time to time. In no event will such reimbursements be made later than the last day of the calendar month following the calendar month in which Executive submits the request for payment of the reimbursable expense, which shall be submitted no later than sixty (60) days after the expense is incurred.

6.Termination of Employment.

(a)Death or Disability. Executive’s employment under this Agreement shall terminate automatically upon Executive’s death. Executive’s spouse, if the spouse survives Executive, or, if not, Executive’s estate shall receive (i) any unpaid base salary which otherwise would be payable to Executive through the date of termination payable in a lump sum as soon as administratively feasible following termination, but not later than thirty (30) days thereafter; (ii) any benefits vested, due and owing pursuant to the terms of any other plans, policies or programs, payable when otherwise due (hereinafter sub-sections (i) and (ii) collectively are referred to as the “Accrued Obligations”). If Company determines in good faith that “Incapacity” (as defined below) of Executive has occurred, it may terminate Executive’s employment and this Agreement upon ninety (90) days’ written notice, provided that, within ninety (90) days after receipt of such notice, Executive shall not have returned to full-time performance of Executive’s assigned duties. In the event of a termination due to “Incapacity,” Company shall pay the Accrued Obligations to Executive. For purposes of this Agreement, “Incapacity” shall occur if (i) Executive is unable to perform the material functions of Executive’s position for thirteen (13) consecutive weeks and is then deemed to be permanently unable to continue in the Position by a physician selected by Company or its insurer, and acceptable to Executive or Executive’s legal representative, which consent shall not be unreasonably withheld, or (ii) Executive is deemed disabled as defined in the policy of disability insurance maintained by Company for the benefit of Executive (and others if a group policy). Notwithstanding any other provision in this Agreement, Company shall comply with all requirements of the Americans with Disabilities Act. Further, if Executive’s employment is terminated due to death or “Incapacity,” then no payments (other than the Accrued Obligations described above) shall be owed or paid, including those under Section 7(a).

(b)Termination by Company With or Without Cause. Company may terminate Executive’s employment at any time during the Term of this Agreement, with or without notice (unless otherwise required herein) and with or without Cause. For purposes of this Agreement, “Cause” shall mean:

(i)Executive’s willful misconduct in connection with the performance of Executive’s duties;

(ii)Executive’s misappropriation or embezzlement of funds or material property of Company or any affiliate;

(iii)Executive’s fraud or dishonesty with respect to Company or any affiliate;

(iv)Executive’s failure to perform any of the material duties and responsibilities required by the Position (other than by reason of Incapacity), or Executive’s failure to follow reasonable instructions or policies of Company, in either case after being advised in writing of such failure and being given a reasonable opportunity and period (as determined by Company in its reasonable business judgment) to remedy such failure (if such breach or violation is capable of being remedied), which period shall be not less than fifteen (15) nor more than thirty (30) days;

(v)Executive’s conviction of, indictment for (or the procedural equivalent), or entering of a guilty plea or plea of no contest with respect to any felony or any misdemeanor involving moral turpitude;

(vi)Executive’s breach of a material term of this Agreement, or violation in any material respect of any policy, code or standard of behavior or ethics generally applicable to officers of Company, after being advised in writing of such breach or violation and being given a reasonable opportunity and period (as determined by Company in its reasonable business judgment) to remedy such breach or violation (if such breach or violation is capable of being remedied), which period shall be not less fifteen (15) nor more than thirty (30) days;

(vii)Executive’s willful violation of any final cease and desist order;

(viii)Executive’s breach of any fiduciary duty or duty of loyalty owed to Company or its affiliates; or

(ix)Executive’s engaging in conduct that, if it became known by any regulatory or governmental agency or the public, would be or is reasonably likely to result, in the good faith judgment of Company, in material injury to Company, monetarily or otherwise.

(c)Termination by Executive for Good Reason. Executive may terminate employment for Good Reason. For purposes of this Agreement, “Good Reason” shall mean:

(i)The assignment of duties to Executive by Company which result in Executive having materially less authority or responsibility than Executive has on the Effective Date, without Executive’s express written consent;

(ii)Requiring Executive to maintain Executive’s principal office more than 50 miles from the boundaries of James City County, Virginia or any contiguous counties unless Company moves its principal executive offices to the place where Executive is required to move;

(iii)A reduction in the Executive’s base salary;

(iv)The expiration of this Agreement at the end of the Term after Company provided notice of non-renewal to Executive in accordance with Section 2; or

(v)Any action or inaction by Company that constitutes a material breach of this Agreement.

Executive is required to provide written notice to Company detailing the existence of a condition described above in this Section 6(c) within a sixty (60) day period after the initial existence of the condition, or in the case of non-renewal under sub-section (iv), within a sixty (60) day period after the last day of the Term, and Company shall have thirty (30) days after notice to remedy the condition without liability. In addition to the foregoing requirements, to trigger payment under this Section 6(c), Executive must also terminate employment within one hundred twenty (120) days after the initial occurrence of the event constituting “Good Reason” and Company must have been allowed the full opportunity to cure, as set forth above. Notwithstanding the above, “Good Reason” shall not include any resignation by Executive where Cause for Executive’s termination by Company exists under Section 6(b), or there is an isolated, insubstantial or inadvertent action by Company (provided that such action is remedied by Company after written notice by Executive), and shall not include any action by Company taken before the Effective Date of this Agreement.

(d)Other. Executive’s employment hereunder may be terminated voluntarily by Executive without Good Reason upon ninety (90) days’ prior written notice to Company or at any time by mutual agreement in writing. In the event of such voluntary termination notice by Executive without Good Reason, Company may terminate Executive’s employment prior to the expiration of the notice period without incurring any liability under Section 7, and Company shall be required only to pay Executive’s base salary through the termination date (with such payment to be made in accordance with Company’s established payroll practices), plus any Accrued Obligations (as defined Section 6(a)).

(e)Resignation of All Other Positions. Unless the parties hereto agree otherwise in a written instrument executed by the parties or their legal representatives, effective upon the date of Executive’s termination of employment with Company for any reason, Executive shall be deemed to have resigned from all positions that Executive holds as an officer, employee, or member of the Board of Directors (or committee thereof) of Company, the Bank, or of any of their respective affiliates, and Executive agrees to execute any documents required by Company to memorialize such resignation(s).

(f)Occurrence of a Change in Control Prior to Termination of Employment. Provided the Second Amended and Restated Change in Control Agreement, dated as of the same date as this Agreement, between the Company and Executive, attached hereto and labeled Exhibit A (the “Change in Control Agreement”), continues to remain in effect, then in the event there is a “Change in Control” (as defined in the Change in Control Agreement) prior to a termination of employment, this Agreement (but not Exhibit A, which is a separate and independent obligation) shall terminate immediately upon the occurrence of a Change in Control and be of no further force

and effect, except as provided in Section 24 below, and any severance benefits payable upon a termination of employment on or following a Change in Control shall be determined and paid solely pursuant to such Change in Control Agreement. For the avoidance of doubt, Executive shall not be entitled to any further payments of benefits under this Agreement upon a Change in Control except to the extent termination of employment occurred prior to a Change in Control and Executive is due severance benefits hereunder but such severance benefits have not yet been paid or provided due to the timing provisions of Section 7.

7.Obligations Upon Termination.

(a)Without Cause or for Good Reason. Except as set forth in Section 7(b), if Company terminates Executive’s employment without Cause, or if Company does not renew the Agreement upon the expiration of the Term and Company terminates Executive’s employment within one year of such expiration, or if Executive terminates Executive’s employment for Good Reason during the Term, or if Executive terminates Executive’s employment for Good Reason after the Term due to non-renewal by Company as provided in Section 6(c)(iv), Executive shall be entitled to receive, subject to any applicable delay set forth in Section 17 below:

(i)The Accrued Obligations (as defined in Section 6(a)); and

(ii)Subject to Executive's signing, delivering and not revoking a Release Agreement in a form satisfactory to Company and which contains provisions similar to those attached as Exhibit B, which Release Agreement must be signed, delivered and not revoked within the period set forth in the Release Agreement:

(A)Company shall pay or cause to be paid in cash a lump sum amount equal to Executive’s annual base salary in effect immediately preceding such termination, subject to applicable withholdings, to Executive within thirty (30) days after the date of Executive’s termination of employment; provided, however, in the event of a group termination, such time period may be delayed up to an additional thirty (30) days pursuant to Treas. Reg. Section 1.409A-3(d); and

(B)To the extent that Executive is eligible for and timely elects COBRA continuation coverage, and provided that it would not result in any fines or penalties for Company and Executive pays the employee portion of the premium for such continuation coverage that Executive would be required to pay if actively employed by Company, Company shall pay Executive on a monthly basis for the employer portion of such COBRA continuation coverage for a period of twelve (12) months, subject to all applicable withholdings.

Notwithstanding the foregoing, and in addition to Company’s remedies set forth in Section 8(e), all such payments and benefits under Section 7(a) otherwise to be made after Executive’s termination of employment shall cease to be paid, and Company shall have no further obligation with respect thereto, in the event Executive, without the consent of Company, breaches or engages in any activity prohibited in Section 8 or any of its sub-parts.

(b)For Cause; Other Than for Good Reason. If Executive’s employment is terminated for Cause or if Executive voluntarily terminates Executive’s employment other than for Good Reason, this Agreement shall terminate without any further obligation of Company to Executive other than the payment to Executive of the Accrued Obligations.

8.Covenants of Executive.

(a)Confidentiality. As an employee of Company, Executive will have access to and may participate in the origination of non-public, proprietary and confidential information relating to Company and/or its affiliates and Executive acknowledges a fiduciary duty owed to Company and its affiliates not to disclose any such information. Confidential information may include, but is not limited to, trade secrets, customer lists and information, internal corporate planning, methods of marketing and operation, and other data or information of or concerning Company and its affiliates or their customers that is not generally known to the public or generally in the banking industry. Executive agrees that for a period of five (5) years following the cessation of employment, Executive will not use or disclose to any third party any such confidential information, either directly or indirectly, except as may be authorized in writing specifically by Company; provided, however that to the extent the information covered by this Section 8 is otherwise protected by the law, such as “trade secrets,” as defined by the Virginia Uniform Trade Secrets Act, or customer information protected by banking privacy laws, that information shall not be disclosed or used for however long the legal protections applicable to such information remain in effect.

Nothing in this Agreement restricts or prohibits Executive or Executive’s counsel from initiating communications directly with, responding to any inquiry from, volunteering information to, or providing testimony before a self-regulatory authority or a governmental, law enforcement or other regulatory authority, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Financial Industry Regulatory Authority, the Congress, and any Office of Inspector General (collectively, the “Regulators”), from participating in any reporting of, investigation into, or proceeding regarding suspected violations of law, or from making other disclosures that are protected under or from receiving an award for information provided under the whistleblower provisions of state or federal law or regulation. Executive does not need the prior authorization of Company to engage in such communications with the Regulators, respond to such inquiries from the Regulators, provide confidential information or documents containing confidential information to the Regulators, or make any such reports or disclosures to the Regulators. Executive is not required to notify Company that Executive has engaged in such communications with the Regulators. Executive recognizes and agrees that, in connection with any such activity outlined above, Executive must inform the Regulators that the information Executive is providing is confidential.

Federal law provides certain protections to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances. Specifically, federal law provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret under either of the following conditions:

●

Where the disclosure is made (a) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (b) solely for the purpose of reporting or investigating a suspected violation of law; or

●

Where the disclosure is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Federal law also provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order.

(b)Non-Piracy of Customers. In consideration for Company’s entering into this Agreement and in exchange for the benefits promised herein, and other valuable consideration, Executive agrees that for a period of twelve (12) months after Executive’s employment ceases for any reason, Executive will not, directly or indirectly, solicit, divert from Company or transact business with any “Customer” of Company with whom Executive had “Material Contact” during the last twelve (12) months of Executive’s employment or about whom Executive obtained information not known generally to the public while acting within the scope of Executive’s employment during the last twelve (12) months of employment, if the purpose of such solicitation, diversion or transaction is to provide products or services that are the same as or substantially similar to, and competitive with, those offered by Company at the time Executive’s employment ceases. “Material Contact” means that Executive personally communicated with the Customer, either orally or in writing, for the purpose of providing, offering to provide or assisting in providing products or services of Company during the last twelve (12) months of Executive’s employment. “Customer” means any person or entity with whom Company had a depository or other contractual relationship, pursuant to which Company provided products or services during the last twelve (12) months of Executive’s employment.

(c)Non-Solicitation of Employees. In consideration for Company’s entering into this Agreement and in exchange for the benefits promised herein, and other valuable consideration, Executive agrees that for a period of twelve (12) months after Executive’s employment ceases for any reason, Executive will not, directly or indirectly, hire any person employed by Company during the last six (6) months of Executive’s employment, or solicit for hire or induce any such person to terminate employment with Company, if the purpose is to compete with Company.

(d)Non-Disparagement. Subject to Executive’s rights under Section 8(a) in regard to Executive’s unrestrained right to communicate with Regulators, in consideration for Company’s entering into this Agreement and in exchange for the benefits promised herein, and other valuable consideration, Executive agrees the he will not impugn, defame, disparage or do or say anything that reasonably may diminish the reputation, goodwill or status of Company, the Bank, or any of their respective affiliates, or any of their products, services, methods, operations, employees, agents, officers, directors, suppliers or customers. In addition to Executive’s right to communicate with Regulators under Section 8(a), nothing in this section shall prevent Executive

from providing truthful testimony in response to any subpoena, judicial process, or other government inquiry.

(e)Remedies. Executive acknowledges that the covenants set forth in Section 8 of this Agreement are just, reasonable, and necessary to protect the legitimate business interests of Company. Executive further acknowledges that if Executive breaches or threatens to breach or unsuccessfully challenges any provision of Section 8, all payments otherwise due under Section 7(a)(ii) shall immediately cease, but Company’s remedies at law will be inadequate, and Company will be irreparably harmed. Accordingly, Company shall be entitled to an injunction, both preliminary and permanent, restraining Executive from such breach or threatened breach, such injunctive relief not to preclude Company from pursuing all available legal and equitable remedies, and being entitled to all reasonable attorney’s fees and costs incurred in connection with the breach, threatened breach, or any challenge to the enforceability of Section 8.

9.Documents. All documents, records, tapes and other media of any kind or description relating to the business of Company or any of its affiliates or subsidiaries (the “Documents”), whether or not prepared by Executive, shall be the sole and exclusive property of Company. The Documents (and any copies) shall be returned to Company upon Executive’s termination of employment for any reason or at such earlier time or times as the Board of Directors of Company or its designee may specify.

10.Suspension or Temporary Prohibition of Services; Permanent Prohibition of Services. If Executive is suspended and/or temporarily prohibited from participating in the conduct of Company’s affairs by a notice served pursuant to the Federal Deposit Insurance Act, Company’s obligations under this Agreement shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, Company may in its discretion (a) pay Executive all or part of the compensation withheld while its contract obligations were suspended, and (b) reinstate (in whole or in part) any of its obligations which were suspended. If Executive is removed and/or permanently prohibited from participating in the conduct of Company’s affairs by an order issued under the Federal Deposit Insurance Act or the Code of Virginia, all obligations of Company under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties shall not be affected.

11.Severability/Breach Not Excuse Performance. If any provision of this Agreement, or part thereof, is determined to be unenforceable for any reason whatsoever, it shall be severable from the remainder of this Agreement and shall not invalidate or affect the other provisions of this Agreement, which shall remain in full force and effect and shall be enforceable according to their terms. No covenant shall be dependent upon any other covenant or provision herein, each of which stands independently. No breach of this Agreement by Company shall excuse Executive’s obligations under Section 8.

12.Governing Law/Venue/Jury Waiver. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. The parties further agree that venue in the event of a dispute shall be exclusively in the Circuit Court of the King William County, or the applicable federal court encompassing that jurisdiction, at the sole option of Company, and Executive agrees not to object to venue. Executive and Company further agree that

in the event of any judicial proceeding arising out of a dispute between them that they knowingly and voluntarily waive their right to trial by jury and agree that the dispute will be decided by the Court sitting without a jury.

13.Notices. All written notices required by this Agreement shall be deemed given when delivered personally or sent by overnight or registered or certified mail, return receipt requested, to the parties at the following addresses (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof):

To Company:Chairman of the Board, C&F Financial Corporation

3600 La Grange Parkway

Toano, Virginia 23168

With a copy to:James H. Hudson III

Hudson Law PLC

826 Main Street – P.O. Box 231

West Point, Virginia 23181

To Executive:

At Executive’s home address as shown on the records of Company.

14.Amendment and Termination of Agreement. This Agreement may not be varied, altered, modified or in any way amended except by an instrument in writing executed by the parties hereto or their legal representatives. Except as specifically set forth herein, including pursuant to the provisions of Section 6 above, this Agreement may not be terminated except by an instrument in writing executed by the parties hereto or their legal representatives.

15.Binding Effect. This Agreement shall be binding upon Executive and on Company, its successors and assigns on the Effective Date, subject to the approval by the Board of Directors of Company. Company will require any successor to all or substantially all of the business, stock or assets of Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that Company would be required to perform it if no such succession had taken place. This Agreement shall be freely assignable by Company.

16.No Construction Against Any Party. This Agreement is the product of informed negotiations between Executive and Company. If any part of this Agreement is deemed to be unclear or ambiguous, it shall be construed as if it were drafted jointly by all parties. Executive and Company agree that neither party was in a superior bargaining position regarding the substantive terms of this Agreement.

17.Code Section 409A Compliance.

(a)The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409 A or comply with an exemption from the application of Code Section 409A and, accordingly, all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A.

(b)Neither Executive nor Company shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A.

(c)A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Code Section 409A) and, for purposes of any such provision of this Agreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, references to a “termination” or “termination of employment” or like references shall mean separation from service. A “separation from service” shall not occur under Code Section 409A unless such Executive has completely severed Executive’s relationship with Company or Executive has permanently decreased Executive’s services to twenty percent (20%) or less of the average level of bona fide services over the immediately preceding thirty-six (36) month period (or the full period if Executive has been providing services for less than thirty-six (36) months). A leave of absence shall only trigger a termination of employment that constitutes a separation from service at the time required under Code Section 409A. If Executive is deemed on the date of separation from service with Company to be a “specified employee”, within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by Company from time to time, or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed for six (6) months in compliance with Code Section 409A(a)(2)(B), such payment or benefit (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid in a lump sum with interest on the earlier of (i) the first day of the seventh (7^th) month measured from the date of Executive’s separation from service or (ii) the date of Executive’s death, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. The amount of interest to be paid shall be based on the prime rate of interest in effect on the first day of the month following the Executive's separation from service as reported in the Wall Street Journal. In the case of benefits required to be delayed under Code Section 409A, however, Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six (6) month delay period and then be reimbursed by Company thereafter on the first day of the seventh (7^th) month following the date of Executive’s separation from service or, if earlier, on the date of Executive’s death.

(d)With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits subject to Code Section 409A, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect. All reimbursements shall be reimbursed in accordance with Company’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred.

(e)If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment.

(f)When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ten (10) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of Company or, if within the control of the Executive and payable over two calendar years, shall always be paid in the later calendar year. In the event any payment payable upon termination of employment would be exempt from Code Section 409A under Treasury Regulation § 1.409A-1(b)(9)(iii) but for the amount of such payment, the determination of the payments to Executive that are exempt under such provision shall be made by applying the exemption to payments based on chronological order beginning with the payments paid closest in time on or after such termination of employment.

(g)Notwithstanding any other provision of this Agreement, Executive shall be solely liable, and Company shall not be liable in any way to Executive if any payment or benefit which is to be provided pursuant to this Agreement and which is considered deferred compensation subject to Code Section 409A otherwise fails to comply with, or be exempt from, the requirements of Code Section 409A.

18.Regulatory Limitation. Notwithstanding any other provision of this Agreement, neither Company nor any subsidiary shall be obligated to make, and Executive shall have no right to receive, any payment, benefit or amount under this Agreement that would violate any law, regulation or regulatory order applicable to Company or the subsidiary at the time such payment is due, including without limitation, any regulation or order of the Federal Deposit Insurance Corporation or the Board of Governors of the Federal Reserve System. Executive agrees that compliance by Company with such regulatory restrictions, even to the extent that compensation or other benefits paid to Executive are limited, shall not be a breach of this Agreement by Company.

19.Waiver of Breach. The failure at any time to enforce or exercise any right under any of the provisions of this Agreement or to require at any time performance by the other parties of any of the provisions of this Agreement shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement or any part of this Agreement, or the right of any party hereafter to enforce or exercise its rights under each and every provision in accordance with the terms of this Agreement.

20.No Attachment. Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge or hypothecation or to execution, attachment, levy or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect; provided, however, that nothing in this Section 20 shall preclude the assumption of such rights by executors, administrators or other legal representatives of Executive or Executive’s estate and their assigning any rights under this Agreement to the person or persons entitled hereto.

21.Full Capacity. The persons signing this Agreement represent that they have full authority and representative capacity to execute this Agreement in the capacities indicated below and to perform all obligations under this Agreement.

22.Representation and Warranty of Executive. Executive represents and warrants to Company that Executive is not under any obligation, contractual or otherwise, to any other firm or corporation, which would prevent Executive from entering into the employ of Company under this Agreement or prevent Executive from performing the terms of this Agreement.

23.Entire Agreement. Except as otherwise provided herein, this Agreement constitutes the entire agreement of the parties with respect to the matters addressed herein and, upon the Effective Date, it supersedes all other prior agreements and understandings, both written and oral, express or implied, with respect to the subject matter of this Agreement. Nothing in this Agreement shall or shall be construed to supersede the Change in Control Agreement, or Company’s 2013 Stock and Incentive Compensation Plan and award agreements, which remain in full force and effect.

24.Survivability. The provisions of Section 8, 11, 12, 16, 17, and 19 shall survive the termination, expiration or non-renewal of this Agreement, including a termination of this Agreement upon a Change in Control under Section 6(f), except to the extent otherwise limited by Section 9(c) of the Change in Control Agreement, which limits the survivability of Section 8 of this Agreement to only Sections 8(b), (c), and (d) in the event of a Change in Control.

25.Counterparts/Facsimile/Electronic Delivery.This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. In the event that any signature is executed or delivered by means of an electronic signature (such as DocuSign), facsimile or scanned pages via electronic mail, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such electronic signature, facsimile or scanned pages were the original signed version thereof delivered in person.

26.Case and Gender. Wherever required by the context of this Agreement, the singular or plural case and the masculine, feminine and neuter genders shall be interchangeable.

27.Title. The titles and sub-headings of each Section and Sub-Section in this Agreement are for convenience only and should not be considered part of this Agreement to aid in interpretation or construction.

[Signature Block on Next Page]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

Date: December 23, 2021/s/ Thomas F. Cherry

Thomas F. Cherry

Date: December 23, 2021C&F Financial Corporation

By: /s/ Larry G. Dillon

Larry G. Dillon

Chairman of the Board

Date: December 23, 2021Citizens and Farmers Bank

By: /s/ Larry G. Dillon

Larry G. Dillon

Chairman of the Board

EXHIBIT B

THIS RELEASE (the “ Release”) is made and entered into by and between Thomas F. Cherry (“Executive”) and C&F Financial Corporation (“Holding Company”) and Citizens and Famers Bank (“Bank”). Collectively, the Holding Company and the Bank shall be referred to herein as “Company,” and Executive and company shall be referred to as the “Parties” or individually as a “Party” to this Release. This Release shall be effective upon the expiration of the seventh calendar day after Executive has signed and delivered the Release, so long as it has not been revoked pursuant to Section 2 below.

1.Release and Covenant Not to Sue.

a.Claims Released by Executive.In consideration for the benefits promised in the Employment Agreement, dated ___________, 2021, and other good and valuable consideration, Executive hereby voluntarily and irrevocably waives and releases (and, if applicable, agrees to dismiss with prejudice and withdraw) all claims, charges, complaints, suits, agreements, promises, covenants, demands or causes of action of any kind whatsoever (whether known or unknown), to which Executive was a party or ever had, may have, or now has with or against Company (including their predecessors, successors, and any subsidiaries or affiliates and their respective past, present, or future agents, directors, officers, employees, contractors, representatives, attorneys, insurers, plan administrators and their respective benefit plans and related trusts (collectively, the “Releasees”)), including those arising out of Executive’s employment, the cessation of Executive’s employment, or other events that have occurred prior to the date of execution of this Release, including but not limited to:

i.claims for violations of Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Fair Labor Standards Act, the Civil Rights Act of 1991, the Americans With Disabilities Act, the Equal Pay Act, 42 U.S.C. § 1981, the Family and Medical Leave Act, the Labor Management Relations Act, the National Labor Relations Act, the Occupational Safety and Health Act, or the Executive Retirement Income Security Act;

ii.claims for violations of any other federal, state, or local statute, regulation, or ordinance or executive order;

iii.claims for lost or unpaid wages, compensation or benefits, defamation, intentional or negligent infliction of emotional distress, assault, battery, wrongful or constructive discharge, negligent hiring, retention or supervision, fraud, misrepresentation, conversion, tortious interference, breach of contract or breach of fiduciary duty;

iv.claims to compensation under any agreements of any kind, any benefit plans, any stock award or stock option plans, or any bonus, severance, workforce reduction, early retirement, outplacement or any other similar plan sponsored by Company; and

Exhibit B - 1

v.any other claims under federal, state or local law arising in tort or contract.

Executive represents that Executive has not assigned or transferred, or purported to assign or transfer, any of the claims released in this Section 1 or any portion thereof or interest therein to any third Party prior to the Effective Date of this Release.

b.Settlement, Accord, Satisfaction and Covenant Not to Sue. Executive acknowledges that this Release constitutes a full settlement, accord and satisfaction of all claims covered by the provisions of Section 1.a.Executive represents and warrants that Executive has not filed any action, claim, charge, or complaint against Company or any of the other Releasees with any local, state, or federal agency or court. Executive promises not to sue or file any complaint or claim against any of the Releasees in any court of law based on any alleged right, claim, act, or omission arising or occurring before the Effective Date, whether known or unknown at the time of execution. Nothing in this Release shall be construed to prohibit Executive from filing a charge with or participating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission or a comparable state or local agency. However, Executive also agrees to waive the right to receive future monetary recovery directly from Company or Releasees, including payments that result from any complaints or charges that Executive files with any governmental agency or that are filed on Executive’s behalf.

2.Age Discrimination in Employment Act. Executive hereby acknowledges and agrees that this Release and his separation from employment with Company and all actions taken in connection therewith are in compliance with the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act and that the releases set forth in Section 1 hereof shall be applicable, without limitation, to any claims brought under these Acts. Executive further acknowledges and agrees that:

a.The releases given by Executive in this Release is given solely in exchange for the consideration set forth in this Release and such consideration is in addition to anything of value which Executive was entitled to receive prior to entering into this Release;

b.By entering into this Release, Executive does not waive rights or claims that may arise after the date this Release is executed;

c.Executive has been advised to consult an attorney prior to entering into this Release, and this provision of the Release satisfies the requirement of the Older Workers Benefit Protection Act that Executive be so advised in writing;

d.Executive has been offered twenty-one (21) days [or 45 days if applicable] from receipt of this Release within which to consider this Release; and

Exhibit B - 2

e.For a period of seven (7) days following Executive’s execution of this Release, Executive may revoke this Release by delivering written notice to Company’s ________________________________________ at _____________ and this Release shall not become effective or enforceable until such seven (7) day period has expired.

f.No change to this Release, material or non-material, shall re-start the 21-day period [or 45 days if applicable] referenced in sub-section d.

3.Continuing Obligations. Executive agrees that each of his obligations and promises set forth in the Employment Agreement and General Release, including but not limited to those set forth in Sections 6(e), 8, 9, 11, 12, 14, 15, 16, 19, 20, 22, 23, and 24, remain in full force and effect and survive the cessation of his employment and the execution of this Release.

4.Governing Law. The construction, interpretation and enforcement of this Release shall at all times and in all respects be governed by the laws of the Commonwealth of Virginia.

5.Venue. Executive agrees that any action brought to enforce or to test the enforceability of any provision of this Release, shall be brought in the Circuit Court of King William County or the federal court appurtenant thereto, chose at the option of Company and Executive hereby voluntarily consents to personal jurisdiction in the Commonwealth of Virginia and waives any rights he may otherwise have to contest the assertion of jurisdiction over him in Virginia.

6.No Construction Against Any Party. This Release is the product of informed negotiations between Executive and Company. If any part of this Release is deemed to be unclear or ambiguous, it shall be construed as if it were drafted jointly by all Parties. Executive and Company agree that neither Party was in a superior bargaining position regarding the substantive terms of this Release.

7.Remedies. Any non-compliance or breach of this Release may be remedied and enforced by either Party through injunctive relief, both temporary and permanent or any other legal remedy, as well as all provable damages, attorney’s fees and costs.

8.Counterparts. This Release may be executed by electronic signature and in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one (1) and the same instrument. Counterparts may be delivered by facsimile, electronic mail (including pdf) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

9.No Other Representations. Executive represents and acknowledges that in executing this Release, Executive does not rely, and has not relied, upon any representation or statement not set forth herein made by any of the Releasees or by any of the Releasees’ agents, representatives, or attorneys with regard to the subject matter, basis or effect of the Release or otherwise.

Exhibit B - 3

10.Binding Effect, Assignment. This Release shall be binding upon and insure to the benefit of the Parties hereto and their respective heirs, representatives, successors, transferees and permitted assigns. This Release shall not be assignable by Executive but shall be freely assignable by Company.

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Exhibit B - 4

_____________________________________________________

DateTHOMAS F. CHERRY

__________________By __________________________________

Date

Title: ________________________________

CITIZENS AND FARMERS BANK

__________________By __________________________________

Date

Title: ________________________________

C&F FINANCIAL CORPORATION

Exhibit B - 5

EXHIBIT 10.2

EMPLOYMENT AGREEMENT

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”), Citizens and Farmers Bank, a Virginia banking corporation (“Bank”) (collectively Holding Company and Bank shall be referred to herein as “Company”) and Jason E. Long (“Executive”) and is effective as of December 23, 2021 (the “Effective Date”).

WHEREAS, Bank is the wholly-owned independent commercial bank subsidiary of Holding Company;

WHEREAS, Executive currently serves as Executive Vice President and Chief Financial Officer of Holding Company and Bank; is a key member of management of Company and its affiliates; and his services and knowledge are valuable to Company and its affiliates;

WHEREAS, Executive wishes to be in the employ of Company on the terms and subject to the conditions set forth herein.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein the parties agree as follows:

1.Employment and Duties.

(a)Executive shall be employed as Executive Vice President, Chief Financial Officer and Secretary of Company and Bank (the “Position”) on the terms and subject to the conditions of this Agreement. Executive accepts such employment and agrees to perform the duties and responsibilities of the Position, as may be assigned to Executive by the Board of Directors of Company.

additional one-year term at the end of each Renewal Term, unless either party gives written notice of non-renewal no later than sixty (60) days prior to the end of the applicable Renewal Term. During the Initial Term or any Renewal Term, this Agreement may be terminated at any time pursuant to Section 6 or Section 14 below. The Term of this Agreement, including all Renewal Terms, if any, is referred to herein as the “Term.”

3.Compensation.

(a)Base Salary. During the Term, Company shall cause Executive to be paid an annual base salary of TWO HUNDRED FIFTY-FIVE THOUSAND DOLLARS ($255,000.00) paid in equal installments to Executive in accordance with Company’s established payroll practices (but no less frequently than monthly). Company’s Board of Directors or its designee, in its discretion, may increase Executive's base salary during the Term. Company 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 or agreed upon in writing by Executive and Company. Company shall also withhold and remit to the proper party any amounts agreed to in writing by Company and Executive for participation in any corporate sponsored benefit plans for which a contribution is required.

4.Benefits.

(b)Personal Time Off. Executive shall be entitled to paid time off (“PTO”) in accordance with any PTO policies applicable to senior management of the Bank as in effect from time to time.

6.Termination of Employment.

(i)Executive’s willful misconduct in connection with the performance of Executive’s duties;

(ii)Executive’s misappropriation or embezzlement of funds or material property of Company or any affiliate;

(iii)Executive’s fraud or dishonesty with respect to Company or any affiliate;

(vii)Executive’s willful violation of any final cease and desist order;

(viii)Executive’s breach of any fiduciary duty or duty of loyalty owed to Company or its affiliates; or

(c)Termination by Executive for Good Reason. Executive may terminate employment for Good Reason. For purposes of this Agreement, “Good Reason” shall mean:

(iii)A reduction in the Executive’s base salary;

(iv)The expiration of this Agreement at the end of the Term after Company provided notice of non-renewal to Executive in accordance with Section 2; or

(v)Any action or inaction by Company that constitutes a material breach of this Agreement.

(f)Occurrence of a Change in Control Prior to Termination of Employment. Provided the Amended and Restated Change in Control Agreement, dated as of the same date as this Agreement, between the Company and Executive, attached hereto and labeled Exhibit A (the “Change in Control Agreement”), continues to remain in effect, then in the event there is a “Change in Control” (as defined in the Change in Control Agreement) prior to a termination of employment, this Agreement (but not Exhibit A, which is a separate and independent obligation) shall terminate immediately upon the occurrence of a Change in Control and be of no further force and effect,

except as provided in Section 24 below, and any severance benefits payable upon a termination of employment on or following a Change in Control shall be determined and paid solely pursuant to such Change in Control Agreement. For the avoidance of doubt, Executive shall not be entitled to any further payments of benefits under this Agreement upon a Change in Control except to the extent termination of employment occurred prior to a Change in Control and Executive is due severance benefits hereunder but such severance benefits have not yet been paid or provided due to the timing provisions of Section 7.

7.Obligations Upon Termination.

(i)The Accrued Obligations (as defined in Section 6(a)); and

8.Covenants of Executive.

● Where the disclosure is made (a) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (b) solely for the purpose of reporting or investigating a suspected violation of law; or

● Where the disclosure is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

from providing truthful testimony in response to any subpoena, judicial process, or other government inquiry.

To Company:President, C&F Financial Corporation

3600 La Grange Parkway

Toano, Virginia 23168

With a copy to:James H. Hudson III

Hudson Law PLC

826 Main Street – P.O. Box 231

West Point, Virginia 23181

To Executive:

At Executive’s home address as shown on the records of Company.

17.Code Section 409A Compliance.

(a)The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409 A or comply with an exemption from the application of Code

Section 409A and, accordingly, all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A.

reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred.

(e)If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment.

of Executive or Executive’s estate and their assigning any rights under this Agreement to the person or persons entitled hereto.

25.Counterparts/Facsimile/Electronic Delivery. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. In the event that any signature is executed or delivered by means of an electronic signature (such as DocuSign), facsimile or scanned pages via electronic mail, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such electronic signature, facsimile or scanned pages were the original signed version thereof delivered in person.

26.Case and Gender. Wherever required by the context of this Agreement, the singular or plural case and the masculine, feminine and neuter genders shall be interchangeable.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

Date: December 23, 2021/s/ Jason E. Long

Jason E. Long

Date: December 23, 2021C&F Financial Corporation

By: /s/ Thomas F. Cherry

Thomas F. Cherry

President and Chief Executive Officer

Date: December 23, 2021Citizens and Farmers Bank

By: /s/ Thomas F. Cherry

Thomas F. Cherry

President and Chief Executive Officer

EXHIBIT B

THIS RELEASE (the “ Release”) is made and entered into by and between Jason E. Long (“Executive”) and C&F Financial Corporation (“Holding Company”) and Citizens and Famers Bank (“Bank”). Collectively, the Holding Company and the Bank shall be referred to herein as “Company,” and Executive and company shall be referred to as the “Parties” or individually as a “Party” to this Release. This Release shall be effective upon the expiration of the seventh calendar day after Executive has signed and delivered the Release, so long as it has not been revoked pursuant to Section 2 below.

1.Release and Covenant Not to Sue.

a.Claims Released by Executive. In consideration for the benefits promised in the Employment Agreement, dated ___________, 2021, and other good and valuable consideration, Executive hereby voluntarily and irrevocably waives and releases (and, if applicable, agrees to dismiss with prejudice and withdraw) all claims, charges, complaints, suits, agreements, promises, covenants, demands or causes of action of any kind whatsoever (whether known or unknown), to which Executive was a party or ever had, may have, or now has with or against Company (including their predecessors, successors, and any subsidiaries or affiliates and their respective past, present, or future agents, directors, officers, employees, contractors, representatives, attorneys, insurers, plan administrators and their respective benefit plans and related trusts (collectively, the “Releasees”)), including those arising out of Executive’s employment, the cessation of Executive’s employment, or other events that have occurred prior to the date of execution of this Release, including but not limited to:

ii.claims for violations of any other federal, state, or local statute, regulation, or ordinance or executive order;

iv.claims to compensation under any agreements of any kind, any benefit plans, any stock award or stock option plans, or any bonus, severance,

Exhibit B - 1

workforce reduction, early retirement, outplacement or any other similar plan sponsored by Company; and

v.any other claims under federal, state or local law arising in tort or contract.

b.Settlement, Accord, Satisfaction and Covenant Not to Sue. Executive acknowledges that this Release constitutes a full settlement, accord and satisfaction of all claims covered by the provisions of Section 1.a. Executive represents and warrants that Executive has not filed any action, claim, charge, or complaint against Company or any of the other Releasees with any local, state, or federal agency or court. Executive promises not to sue or file any complaint or claim against any of the Releasees in any court of law based on any alleged right, claim, act, or omission arising or occurring before the Effective Date, whether known or unknown at the time of execution. Nothing in this Release shall be construed to prohibit Executive from filing a charge with or participating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission or a comparable state or local agency. However, Executive also agrees to waive the right to receive future monetary recovery directly from Company or Releasees, including payments that result from any complaints or charges that Executive files with any governmental agency or that are filed on Executive’s behalf.

b.By entering into this Release, Executive does not waive rights or claims that may arise after the date this Release is executed;

Exhibit B - 2

d.Executive has been offered twenty-one (21) days [or 45 days if applicable] from receipt of this Release within which to consider this Release; and

f.No change to this Release, material or non-material, shall re-start the 21-day period [or 45 days if applicable] referenced in sub-section d.

4.Governing Law. The construction, interpretation and enforcement of this Release shall at all times and in all respects be governed by the laws of the Commonwealth of Virginia.

Exhibit B - 3

representatives, or attorneys with regard to the subject matter, basis or effect of the Release or otherwise.

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Exhibit B - 4

_____________________________________________________

DateJASON E. LONG

__________________By __________________________________

Date

Title: ________________________________

CITIZENS AND FARMERS BANK

__________________By __________________________________

Date

Title: ________________________________

C&F FINANCIAL CORPORATION

Exhibit B - 5

EXHIBIT 10.3

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of this 23^rd 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”).

WHEREAS, Executive currently serves as President and Chief Executive Officer of Subsidiary Company; is a key member of management of Company and its affiliates; and his services and knowledge are valuable to Company and its affiliates;

WHEREAS, Executive wishes to be in the employ of Company on the terms and subject to the conditions set forth herein.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein the parties agree as follows:

1.Employment and Duties.

(a)Executive shall be employed as President and Chief Executive Officer of Subsidiary Company (the “Position”) on the terms and subject to the conditions of this Agreement. Executive accepts such employment and agrees to perform the duties and responsibilities of the Position, as may be assigned to Executive by the Board of Directors of Company.

pursuant to Section 6 or Section 14 below. The Term of this Agreement, including all Renewal Terms, if any, is referred to herein as the “Term.”

3.Compensation.

(a)Base Salary. During the Term, Company shall cause Executive to be paid an annual base salary of TWO HUNDRED SEVENTY-ONE THOUSAND DOLLARS ($271,000.00) paid in equal installments to Executive in accordance with Company’s established payroll practices (but no less frequently than monthly). Company’s Board of Directors or its designee, in its discretion, may increase Executive's base salary during the Term. Company 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 or agreed upon in writing by Executive and Company. Company shall also withhold and remit to the proper party any amounts agreed to in writing by Company and Executive for participation in any corporate sponsored benefit plans for which a contribution is required.

4.Benefits.

(b)Personal Time Off. Executive shall be entitled to paid time off (“PTO”) in accordance with any PTO policies applicable to senior management of the Subsidiary Company as in effect from time to time.

6.Termination of Employment.

(i)Executive’s willful misconduct in connection with the performance of Executive’s duties;

(ii)Executive’s misappropriation or embezzlement of funds or material property of Company or any affiliate;

(iii)Executive’s fraud or dishonesty with respect to Company or any affiliate;

(vii)Executive’s willful violation of any final cease and desist order;

(viii)Executive’s breach of any fiduciary duty or duty of loyalty owed to Company or its affiliates; or

(c)Termination by Executive for Good Reason. Executive may terminate employment for Good Reason. For purposes of this Agreement, “Good Reason” shall mean:

(ii)Requiring Executive to maintain Executive’s principal office more than 50 miles from the boundaries of Henrico County, Virginia or any contiguous counties unless Company moves its principal executive offices to the place where Executive is required to move;

(iii)A reduction in the Executive’s base salary;

(iv)The expiration of this Agreement at the end of the Term after Company provided notice of non-renewal to Executive in accordance with Section 2; or

(v)Any action or inaction by Company that constitutes a material breach of this Agreement.

such Change in Control Agreement. For the avoidance of doubt, Executive shall not be entitled to any further payments of benefits under this Agreement upon a Change in Control except to the extent termination of employment occurred prior to a Change in Control and Executive is due severance benefits hereunder but such severance benefits have not yet been paid or provided due to the timing provisions of Section 7.

7.Obligations Upon Termination.

(i)The Accrued Obligations (as defined in Section 6(a)); and

8.Covenants of Executive.

● Where the disclosure is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

from providing truthful testimony in response to any subpoena, judicial process, or other government inquiry.

To Company:President, C&F Financial Corporation

3600 La Grange Parkway

Toano, Virginia 23168

With a copy to:James H. Hudson III

Hudson Law PLC

826 Main Street – P.O. Box 231

West Point, Virginia 23181

To Executive:

At Executive’s home address as shown on the records of Company.

17.Code Section 409A Compliance.

(a)The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409 A or comply with an exemption from the application of Code

Section 409A and, accordingly, all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A.

reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred.

(e)If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment.

of Executive or Executive’s estate and their assigning any rights under this Agreement to the person or persons entitled hereto.

25.Counterparts/Facsimile/Electronic Delivery. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. In the event that any signature is executed or delivered by means of an electronic signature (such as DocuSign), facsimile or scanned pages via electronic mail, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such electronic signature, facsimile or scanned pages were the original signed version thereof delivered in person.

26.Case and Gender. Wherever required by the context of this Agreement, the singular or plural case and the masculine, feminine and neuter genders shall be interchangeable.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

Date: December 23, 2021/s/ S. Dustin Crone

S. Dustin Crone

Date: December 23, 2021C&F Financial Corporation

By: /s/Thomas F. Cherry

Thomas F. Cherry

President and Chief Executive Officer

Date: December 23, 2021C&F Finance Company

By: /s/ Thomas F. Cherry

Thomas F. Cherry

Executive Vice President

EXHIBIT B

THIS RELEASE (the “ Release”) is made and entered into by and between S. Dustin Crone (“Executive”) and C&F Financial Corporation (“Holding Company”) and C&F Finance Company (“Subsidiary Company”). Collectively, Holding Company and Subsidiary Company shall be referred to herein as “Company,” and Executive and company shall be referred to as the “Parties” or individually as a “Party” to this Release. This Release shall be effective upon the expiration of the seventh calendar day after Executive has signed and delivered the Release, so long as it has not been revoked pursuant to Section 2 below.

1.Release and Covenant Not to Sue.

a.Claims Released by Executive. In consideration for the benefits promised in the Employment Agreement, dated ___________, 2021, and other good and valuable consideration, Executive hereby voluntarily and irrevocably waives and releases (and, if applicable, agrees to dismiss with prejudice and withdraw) all claims, charges, complaints, suits, agreements, promises, covenants, demands or causes of action of any kind whatsoever (whether known or unknown), to which Executive was a party or ever had, may have, or now has with or against Company (including their predecessors, successors, and any subsidiaries or affiliates and their respective past, present, or future agents, directors, officers, employees, contractors, representatives, attorneys, insurers, plan administrators and their respective benefit plans and related trusts (collectively, the “Releasees”)), including those arising out of Executive’s employment, the cessation of Executive’s employment, or other events that have occurred prior to the date of execution of this Release, including but not limited to:

ii.claims for violations of any other federal, state, or local statute, regulation, or ordinance or executive order;

Exhibit B - 1

v.any other claims under federal, state or local law arising in tort or contract.

b.Settlement, Accord, Satisfaction and Covenant Not to Sue. Executive acknowledges that this Release constitutes a full settlement, accord and satisfaction of all claims covered by the provisions of Section 1.a. Executive represents and warrants that Executive has not filed any action, claim, charge, or complaint against Company or any of the other Releasees with any local, state, or federal agency or court. Executive promises not to sue or file any complaint or claim against any of the Releasees in any court of law based on any alleged right, claim, act, or omission arising or occurring before the Effective Date, whether known or unknown at the time of execution. Nothing in this Release shall be construed to prohibit Executive from filing a charge with or participating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission or a comparable state or local agency. However, Executive also agrees to waive the right to receive future monetary recovery directly from Company or Releasees, including payments that result from any complaints or charges that Executive files with any governmental agency or that are filed on Executive’s behalf.

b.By entering into this Release, Executive does not waive rights or claims that may arise after the date this Release is executed;

d.Executive has been offered twenty-one (21) days [or 45 days if applicable] from receipt of this Release within which to consider this Release; and

Exhibit B - 2

f.No change to this Release, material or non-material, shall re-start the 21-day period [or 45 days if applicable] referenced in sub-section d.

4.Governing Law. The construction, interpretation and enforcement of this Release shall at all times and in all respects be governed by the laws of the Commonwealth of Virginia.

Exhibit B - 3

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Exhibit B - 4

_____________________________________________________

DateS. DUSTIN CRONE

__________________By __________________________________

Date

Title: ________________________________

C&F FINANCE COMPANY

__________________By __________________________________

Date

Title: ________________________________

C&F FINANCIAL CORPORATION

Exhibit B - 5

EXHIBIT 10.4

SECOND AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT

THIS SECOND AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT is entered into as of the 23^rd 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 Thomas F. Cherry (the “Executive”).

RECITALS

I. The Executive currently serves as President and Chief Executive Officer of the Holding Company and the Bank, is a key member of management of the Company and its affiliates, and his services and knowledge are valuable to the Company and its affiliates.

II. The Board and Bank Board (as defined below) have determined that it is in the best interest of the Company and its shareholders to assure that the Company and its affiliates will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change in Control (as defined below). The Board and the Bank Board believe it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change in Control and to encourage the Executive’s full attention and dedication to the Company and its affiliates currently and in the event of any threatened or pending Change in Control. Therefore, in order to accomplish these objectives, the Board and the Bank Board have caused the Holding Company and the Bank to enter into this Agreement.

III. This Agreement amends and restates the agreement between the Company and the Executive dated December 30, 2008, as amended March 1, 2012.

NOW, THEREFORE, it is hereby agreed as follows:

1. CERTAIN DEFINITIONS.

(a) “Agreement Effective Date” means the date first set out above.

(b) The “Agreement Term” means the period commencing on the Agreement Effective Date and ending on the earlier of (i) the Agreement Regular Termination Date or (ii) the date this Agreement terminates pursuant to Section 8. The “Agreement Regular Termination Date” means the third anniversary of the Agreement Effective Date, provided, however, that commencing on the first anniversary of the Agreement Effective Date, and on each subsequent anniversary (such date and each subsequent anniversary shall be hereinafter referred to as the “Renewal Date”), unless this Agreement is previously terminated, the Agreement Regular Termination Date shall be automatically extended for three years from the latest Renewal Date, unless at least one month prior to the latest Renewal Date, the Company shall give notice to the Executive in accordance with Section 11(c) of this Agreement that the Agreement Regular Termination Date shall not be so extended.

(c) “Bank Board” means the Board of Directors of the Bank and “Board” means the Board of Directors of the Holding Company.

(d) “Cause” means:

specifically identifies the manner in which the Directors of the Board believe that the Executive has not substantially performed his duties, or

(ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.

For purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interest of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the members of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive in accordance with Section 11(c) of this Agreement and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in paragraph (i) or (ii) above, and specifying the particulars thereof in detail.

(e) The “Change in Control Date” means the first date during the Agreement Term on which a Change in Control (as defined in Section 2) occurs.

(f) “Coverage Period” means the period of time beginning with the Change in Control Date and ending on the earliest to occur of (i) the Executive’s death and (ii) the second anniversary of the Change in Control Date.

(g) “Disability” means the absence of the Executive from his duties with the Company on a full-time basis for six months as a result of incapacity to serve as the Chief Executive Officer, including substantially all duties normally considered a part thereof, due to mental or physical illness or injury which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative. If the Company determines in good faith that the Disability of the Executive has occurred, it may give to the Executive written notice in accordance with Section 11(c) of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of his duties.

(h) “Good Reason” means any good faith determination made by the Executive (which determination shall be conclusive) that any of the following has occurred:

(i) the occurrence, on or after the Agreement Effective Date and during the Coverage Period, of any of the following:

(A) the assignment to the Executive of any duties inconsistent in any material adverse respect with the Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities immediately prior to the Change in Control, or any other action by the Company or its affiliates which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive in accordance with Section 11(c) of this Agreement;

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immediately prior to the Change in Control or as the same may be increased from time to time thereafter, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive in accordance with Section 11(c) of this Agreement;

(C) the Company’s requiring the Executive to be based at any office or location more than 35 miles from the facility where the Executive is located at the time of the Change in Control or the Company’ s requiring the Executive to travel on Company business to a substantially greater extent than required immediately prior to the Change in Control Date (but determined without regard to travel necessitated by reason of any anticipated Change in Control);

(D) any purported termination by the Company or its affiliates of the Executive’s employment otherwise than as expressly permitted by this Agreement; or

(E) any failure by the Company or its affiliates to comply with and satisfy Section 10(c) of this Agreement by obtaining satisfactory agreement from any successor to assume and perform this Agreement.

(i) “Covered Termination” means a termination of Executive’s employment during the Coverage Period (i) by the Company for any reason other than (A) for Cause, (B) the Executive’s Disability or (C) the Executive’s death, or (ii) by the Executive for Good Reason.

(j) “Noncovered Termination” means a cessation of Executive’s employment which is not a Covered Termination.

2. CHANGE IN CONTROL.

A “Change in Control” means a change in the ownership, a change in the effective control, or a change in the ownership of a substantial portion of the assets, in each case of the Holding Company, the Bank or one of their affiliates as provided in Section 2(a) below, consistent with and interpreted in accordance with Section 409A of the Internal Revenue Code (“Code”) and applicable regulations and guidance issued thereunder (“Code Section 409A”), and specifically defined as follows:

(a) General Rules. In order to constitute a Change in Control as to the Executive, the Change in Control shall relate to:

(i) The corporation for whom the Executive is performing services at the time of the Change in Control; or

(ii) The corporation that is liable for the payment of the deferred compensation (or all corporations liable for the payment if more than one corporation is liable) but only if either the deferred compensation is attributable to the performance of service by the Executive for such corporation (or corporations) or there is a bona fide business purpose for such corporation or corporations to be liable for such payment and, in either case, no significant purpose of making such corporation or corporations liable for such payment is the avoidance of Federal income tax; or

(iii) A corporation that is a majority shareholder of a corporation identified in either paragraph (i) or (ii), or any corporation in a chain of corporations in which each corporation is a majority shareholder of another corporation in the chain, ending in a corporation identified in either paragraph (i) or (ii) above.

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as a group, is considered to own more than 50% of the total fair market value or total voting power of the stock of a corporation, then the acquisition of additional stock by the same person or persons shall not be considered to cause a change in the ownership of the corporation (or to cause a change in the effective control of the corporation).

(c) Change In Effective Control. Notwithstanding the fact that a corporation has not undergone a change in ownership as described above, a change in the effective control of a corporation shall occur only on the date that either:

(i) Any one person or more than one person acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the corporation possessing 30% or more of the total voting power of the stock of such corporation; or

(ii) A majority of members of the corporation’s Board of Directors is replaced during any 12-month period by Directors whose appointment or election is not endorsed by a majority of the members of the corporation’s Board of Directors prior to the date of the appointment or election, provided that for purposes of this paragraph (ii), the term “corporation” refers solely to the relevant corporation identified above, for which no other corporation is a majority shareholder.

(d) Change In Ownership of Assets. A change in the ownership of a substantial portion of the assets of a corporation shall occur on the date that any one person, or more than one person acting as a group, acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the corporation immediately prior to such acquisition or acquisitions. For this purpose, “gross fair market value” shall mean the value of the assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

A transfer of assets by a corporation shall not be treated as a change in the ownership of such assets if the assets are transferred to:

(i) A shareholder of the corporation (immediately before the asset transfer) in exchange for or with respect to its stock; or

(ii) An entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the corporation; or

(iii) A person, or more than one person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the corporation; or

(iv) An entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person who is a “related person” under applicable Treasury Regulations.

There shall be no Change in Control when there is a transfer to an entity that is controlled by the shareholders of the transferring corporation immediately after the transfer.

3. [RESERVED].

4. OBLIGATIONS UPON THE EXECUTIVE’S TERMINATION.

(a) Notice of Termination. Any termination of the Executive’s employment by the Company or by the Executive, other than by reason of death, shall be communicated by Notice of Termination to the other party hereto given. For purposes hereof:

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(i) “Notice of Termination” means a written notice given in accordance with Section 11(c) of this Agreement which (A) states whether such termination is for Cause, Good Reason or Disability, (B) indicates the specific termination provision in this Agreement relied upon, if any, (C) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (D) if the Date of Termination is other than the date of receipt of such notice, specifies the termination date. The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason, Cause or Disability shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

(ii) “Date of Termination” means (A) if the Executive’s employment is terminated by reason of Disability, the Disability Effective Date, (B) if the Executive’s employment is terminated by the Company for any reason other than Disability, the date of the Executive’s receipt of the Notice of Termination or any later date specified therein, as the case may be, and (C) if the Executive’s employment is terminated by the Executive for any reason, the date of the Company’s receipt of the Notice of Termination or any later date specified therein, as the case may be.

(b) Obligations of the Company in a Covered Termination. If the Executive’s employment shall cease by reason of a Covered Termination, subject to the delay provided under Section 7, if applicable, then the following shall be paid or provided (the payments and benefits described in (i), (ii) and (iii) below may hereinafter sometimes be referred to as the “Change in Control Benefit” or “Change in Control Benefits”):

(i) the Company shall pay or cause to be paid in cash to the Executive a lump sum within 30 days after the Date of Termination and with the lump sum payment totaling an amount equal to the sum of 2.99 times the Executive’s (1) highest aggregate annual base salary from the Company and its affiliated companies in effect at any time during the 24 month period ending on the Change in Control Date and (2) highest annual bonus (including any deferrals thereof) from the Company and its affiliated companies payable for the Company’s three fiscal years immediately preceding the fiscal year which includes the Change in Control Date;

(ii) in the event that the Executive is enrolled in any of the Health Plans on the Executive’s Date of Termination, the Executive and his enrolled dependents shall continue to receive benefits under, and will remain eligible to participate in, the Health Plans for three years from the Date of Termination, provided that, to the extent required due to any applicable nondiscrimination requirements under the Internal Revenue Code, the Company will impute income to the Executive equal to 100% of the full premiums required for such coverage during the period of coverage. For the avoidance of doubt, the first 18 months of any such continued coverage period shall be considered COBRA coverage, and no additional period of continuation coverage will be provided after the third anniversary of Executive’s Date of Termination. (Except as specifically provided otherwise herein, nothing in this Agreement shall limit the Executive’s right to additional retiree or other welfare benefits provided under the applicable benefit plans subject to any and all limitations in such plans.) If participation in any one or more of the Health Plans is not possible under the terms of the Health Plans or is not permitted by any applicable reinsurance carrier, or if any provision of law would create an adverse tax effect for the Executive or the Company due to such participation, the Company shall instead provide the Executive with a monthly payment equal to 100% of the full premiums for the coverage in place for the Executive and, if applicable, his dependents, immediately prior to the date that coverage can no longer be provided under the Health Plans. To the extent the monthly cash payment amount is payable for more than one year, such monthly amount shall increase by 5% at the end of each 12-month period that it is payable. If the Executive becomes reemployed with another employer and elects coverage under another employer-provided plan, the benefit under the Health Plans (or monthly payment, if applicable) that corresponds to the type of benefit elected shall cease and no further benefit (or payment) of that type will be provided under this Section 4(b)(ii). For purposes hereof, the term “Health Plans” means the group health plans providing

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medical, prescription, dental, and vision benefits to executives of the Company (including any successor) and its affiliates;

(iii) to the extent not theretofore paid or provided, the Company shall timely pay or cause to be paid or provide or cause to be provided to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any compensation arrangement, plan, program, policy or practice or contract or agreement of the Company and its affiliated companies with such payments being made in accordance with the terms of any such arrangement, plan, program or policy (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

(c) Special Noncovered Termination Payment If Terminated in Anticipation of a Change in Control. If (i) a Change in Control occurs; (ii) the Executive’s employment with the Company was involuntarily terminated by the Company without Cause (as defined in the Employment Agreement) prior to the date on which such Change in Control occurs; (iii) it is reasonably demonstrated by the Executive that such termination of employment either (A) was at the request of a third party who is a party to such Change in Control or (B) otherwise arose in connection with or in anticipation of such Change in Control; and (iv) the Executive has complied with the covenants under Section 9; then, subject to the delay provided under Section 7, if applicable, the Company shall pay or cause to be paid in cash to the Executive a lump sum payment within 30 days after the Change in Control totaling an amount equal to the sum of (1) two times the Executive’s highest aggregate annual base salary from the Company and its affiliated companies in effect at any time during the 24 month period ending on the Date of Termination and (2) three times the Executive’s highest annual bonus (including any deferrals thereof) from the Company and its affiliated companies payable for any of the Company’s three fiscal years immediately preceding the fiscal year which includes the Date of Termination.

Notwithstanding any other provision in this Agreement, the Executive shall in no event have a right to any payment or benefit under both Section 4(b) and this Section 4(c). For the avoidance of doubt, the payment under this Section 4(c) is not intended to equal the value of the payment and benefits that would have been paid under Section 4(b) if Executive’s termination had been a Covered Termination. Additionally, the payment under this Section 4(c) is not intended to supersede any right to severance payment under the Employment Agreement and eligibility for any such severance payments under the Employment Agreement shall be determined solely under the terms of the Employment Agreement.

In order to meet the eligibility requirement set forth in Section 4(c)(iv), the Executive must comply with the requirements under Section 9 from the Executive’s Date of Termination (as if such Noncovered Termination were a Covered Termination); provided, however, the Company shall only have a right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach, as provided in Section 9(d), to the extent the Company has paid to the Executive the amount due under Section 4(c) or has voluntarily agreed in writing that such payment is due (or is obligated to make such payment but has not done so due to a delay in payment provided for under this Agreement).

(d) Obligations of the Company in a Noncovered Termination. If the Executive’s employment shall cease by reason of a Noncovered Termination, except to the extent the Executive meets the requirements under Section 4(c), the Company shall have no further obligations to the Executive under this Agreement other than the obligation timely to pay or cause to be paid or provide or cause to be provided to the Executive his Other Benefits.

5. FULL SETTLEMENT.

(a) No Offset or Mitigation. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment.

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(b) Executive’s Expenses in Dispute Resolution. The Company agrees to pay, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of a contest (in which the Executive substantially prevails) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the lower of (i) the Wall Street Journal Prime Rate or (ii) the applicable Federal midterm rate provided for in Section 1274(d), compounded semi-annually, of the Code.

(c) Payment prior to Dispute Resolution. If there shall be any dispute between the Company and the Executive in the event of any termination of Executive’s employment, then, unless and until there is a final, nonappealable judgment by a court of competent jurisdiction declaring that such termination was a Noncovered Termination under Section 4(d) and Section 4(c) does not apply, that the determination by the Executive of the existence of Good Reason was not made in good faith, or that the Company is not otherwise obligated to pay any amount or provide any benefit to the Executive and his dependents or other beneficiaries, as the case may be, under Section 4(b) or Section 4(c), following the Change in Control, the Company shall pay all amounts, and provide all benefits, to the Executive and his dependents or other beneficiaries, as the case may be, that the Company would be required to pay or provide pursuant to Section 4(b) or Section 4(c) as though such termination were not a Noncovered Termination under Section 4(d). Notwithstanding the foregoing, the Company shall not be required to pay any disputed amounts pursuant to this Section 5(c) prior to a Change in Control and, following a Change in Control, except upon receipt of an adequate bond, letter of credit or undertaking by or on behalf of the Executive to repay all such amounts to which the Executive is ultimately adjudged by such court not to be entitled.

6. PAYMENT LIMITATION.

(a) Section 280G Payment Limitation. Notwithstanding anything contained in any other provision of this Agreement or any other agreement or plan to the contrary, the payments and benefits provided to, or for the benefit of, the Executive under this Agreement or under any other plan or agreement which became payable or are taken into account as a result of the Change in Control and which are parachute payments for purposes of Section 280G of the Code (the “Payments”) shall be reduced (but not below zero) so that the Present Value of the Payments is equal to the Limited Payment Amount and no Payment is subject to the imposition of an excise tax under Section 4999 of the Code. Notwithstanding the foregoing, if the Net After-tax Benefit to the Executive resulting from receiving the Payments is greater than the Net After-tax Benefit to the Executive resulting from having the Payments reduced to the Limited Payment Amount, then the Payments shall not be reduced to the Limited Payment Amount. For purposes hereof:

(i)“Net After-tax Benefit” shall mean the Present Value of a Payment net of all taxes (including any Excise Tax imposed on the Executive) with respect thereto, determined by applying the highest marginal rate(s) applicable to an individual for the Executive’s taxable year in which the Change in Control occurs.

(ii)“Present Value” shall mean such value determined in accordance with Section 280G(d)(4) of the Code.

(iii)“Limited Payment Amount” shall be an amount expressed as a Present Value which maximizes the aggregate Present Value of Payments without causing any Payment to be subject to excise tax under Section 4999 of the Code or the deduction limitation of Section 280G of the Code (without taking into account any limitation on deductions under Section 162(m) of the Code).

In the event the Payments are to be reduced, the Company shall reduce or eliminate the Payments to the Executive by first reducing or eliminating those payments or benefits which are payable in cash and then by reducing or eliminating those payments which are not payable in cash, in each case in reverse order beginning with payments or benefits which are to be paid or provided the farthest in time from the Change in Control Date. Any reduction pursuant to the preceding sentence shall take precedence over the

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provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation.

(b) Payment Limitation Determinations. All determinations required to be made under this Section 6 shall be made by a public accounting firm selected by the Company that is reasonably acceptable to the Executive (the “Accounting Firm”). The Accounting Firm shall provide its calculations, together with detailed supporting documentation, both to the Company and the Executive within 15 days after the receipt of notice from the Company that there has been a Payment (or at such earlier times as is requested by the Company) and, with respect to any Limited Payment Amount, a reasonable opinion to the Executive that the Executive is not required to report any excise tax on the Executive’s federal income tax return with respect to the Limited Payment Amount (collectively, the “Determination”). In the event that the Accounting Firm is serving as an accountant or auditor for the individual, entity or group effecting the Change in Control, the Executive shall appoint another nationally recognized public accounting firm to make the determination required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees, costs and expenses (including, but not limited to, the costs of retaining experts) of the Accounting Firm shall be borne by the Company. The Determination by the Accounting Firm shall be binding upon the Company and the Executive (except as provided in Section 6(c) below).

(c) Adjustments. As a result of the uncertainty in the application of Section 280G and Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of Executive that should not have been so paid or distributed (an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Company to or for the benefit of Executive could have been so paid or distributed (an “Underpayment”). In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive that the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive will be repaid by the Executive to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no such repayment will be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment will be promptly paid by the Company to or for the benefit of the Executive, together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises.

(d) Banking Payment Limitation. Notwithstanding anything contained in this Agreement or any other agreement or plan to the contrary, the payments and benefits provided to, or for the benefit of, the Executive under this Agreement or under any other plan or agreement shall be reduced (but not below zero) to the extent necessary so that no payment to be made, or benefit to be provided, to the Executive or for his benefit under this Agreement or any other plan or agreement shall be in violation of the golden parachute and indemnification payment limitations and prohibitions of 12 CFR Section 359.

7. CODE SECTION 409A COMPLIANCE.

(a) The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A or comply with an exemption from the application of Code Section 409A and, accordingly, all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A.

(b) Neither the Executive nor the Company shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A.

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(c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Code Section 409A) and, for purposes of any such provision of this Agreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, references to a “termination” or “termination of employment” or like references shall mean separation from service. A “separation from service” shall not occur under Code Section 409A unless the Executive has completely severed Executive’s relationship with the Company or the Executive has permanently decreased Executive’s services to twenty percent (20%) or less of the average level of bona fide services over the immediately preceding thirty-six (36) month period (or the full period if the Executive has been providing services for less than thirty-six (36) months). A leave of absence shall only trigger a termination of employment that constitutes a separation from service at the time required under Code Section 409A. If the Executive is deemed on the date of separation from service with the Company to be a “specified employee”, within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed for six (6) months in compliance with Code Section 409A(a)(2)(B), such payment or benefit (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed in a lump sum with interest on the earlier of (i) the first day of the seventh (7^th) month measured from the date of the Executive’s separation from service or (ii) the date of the Executive’s death, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. The amount of interest to be paid shall be based on the prime rate of interest in effect on the first day of the month following the Executive's separation from service as reported in the Wall Street Journal. In the case of benefits required to be delayed under Code Section 409A, however, the Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six (6) month delay period and then be reimbursed by the Company thereafter on the first day of the seventh (7^th) month following the date of the Executive’s separation from service or, if earlier, on the date of the Executive’s death.

(d) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in- kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. All reimbursements shall be reimbursed in accordance with the Company’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred.

(e) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment.

(f) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ten (10) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company or, if within the control of the Executive and payable over two calendar years, shall always be paid in the later calendar year. In the event any payment payable upon termination of employment would be exempt from Code Section 409A under Treasury Regulation § 1.409A-1(b)(9)(iii) but for the amount of such payment, the determination of the payments to Executive that are exempt under such provision shall be made by applying the exemption to payments based on chronological order beginning with the payments paid closest in time on or after such termination of employment.

(g) Notwithstanding any of the provisions of this Agreement, the Company shall not be liable to the Executive if any payment or benefit which is to be provided pursuant to this Agreement and which is

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considered deferred compensation subject to Code Section 409A otherwise fails to comply with, or be exempt from, the requirements of Code Section 409A.

8. TERMINATION OF AGREEMENT.

This Agreement shall be effective as of the Agreement Effective Date and shall normally continue until the later of the Agreement Regular Termination Date or, if a Change in Control has occurred, until the end of the Coverage Period. Notwithstanding the foregoing, except to the extent Executive meets the requirements of Section 4(c), this Agreement shall terminate upon the Executive’s cessation of employment in a Noncovered Termination.

9. COVENANTS OF EXECUTIVE.

(a) No Disclosure by Executive. The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive’s employment by the Company or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it.

Nothing in this Agreement restricts or prohibits the Executive or the Executive’s counsel from initiating communications directly with, responding to any inquiry from, volunteering information to, or providing testimony before a self-regulatory authority or a governmental, law enforcement or other regulatory authority, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Financial Industry Regulatory Authority, the Congress, and any Office of Inspector General (collectively, the “Regulators”), from participating in any reporting of, investigation into, or proceeding regarding suspected violations of law, or from making other disclosures that are protected under or from receiving an award for information provided under the whistleblower provisions of state or federal law or regulation. The Executive does not need the prior authorization of the Company to engage in such communications with the Regulators, respond to such inquiries from the Regulators, provide confidential information or documents containing confidential information to the Regulators, or make any such reports or disclosures to the Regulators. The Executive is not required to notify the Company that the Executive has engaged in such communications with the Regulators. The Executive recognizes and agrees that, in connection with any such activity outlined above, the Executive must inform the Regulators that the information the Executive is providing is confidential.

●

Where the disclosure is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

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secret information in the court proceeding, if the individual (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order.

(b) Non-Competition. In consideration for the Company’s entering into this Agreement and in exchange for the benefits promised herein, and other valuable consideration, the Executive agrees that the Executive will not engage in “Competition” for a period of twelve (12) months after termination of the Executive’s employment with the Company (i) pursuant to a Covered Termination or (ii) as provided in Section 4(c). For purposes hereof, “Competition” means the Executive’s performing duties that are the same as or substantially similar to those duties performed by the Executive for the Holding Company, the Bank or their affiliates during the last twelve (12) months of the Executive’s employment, as an officer, a director, an employee, a partner or in any other capacity, within a fifty (50) mile radius of the headquarters of the Bank (or any Virginia headquarters of any successor in the event of a merger consummated as of the last day of employment) or within a ten (10) mile radius of any branch of the Bank (and any Virginia branch of any successor in the event of a merger consummated as of the last day of employment), as such locations exist as of the date the Executive’s employment terminates, if those duties are performed for a bank holding company, or for a bank or other financial institution, that provides products or services that are the same as or substantially similar to, and competitive with, any of the products or services provided by the Holding Company or the Bank or their affiliates at the time the Executive’s employment terminates.

(c) Incorporation of covenants from Employment Agreement. For the avoidance of doubt, the “Covenants of Executive” set forth in Sections 8(b), (c), and (d) of the Executive’s Employment Agreement between Executive and Company dated December 23, 2021 (the “Employment Agreement”), shall also apply under this Agreement and are incorporated as separate, independent and divisible sections as though fully re-stated herein.

(d) Remedies for Breach. It is recognized that damages in the event of breach of Section 9(a), Section 9(b) or Section 9(c) above by the Executive would be difficult, if not impossible, to ascertain, and it is therefore specifically agreed that the Company, in addition to and without limiting any other remedy or right it may have, shall have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach. The existence of this right shall not preclude the Company from pursuing any other rights and remedies at law or in equity which it may have.

(e) Breach Not Basis to Withhold Payment. Except as otherwise provided in Section 4(c), no asserted violation of the provisions of this Section 9 shall constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

10. BENEFIT AND SUCCESSORS.

(a) Executive’s Benefit. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die and any amount remains payable hereunder after his death, any such amount, unless otherwise agreed by the Company or provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee or other designee of such payment or, if there is no such designee, the Executive’s estate.

(b) Company’s Benefit. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c) Assumption by Successor to Company. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

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11. MISCELLANEOUS.

(a) Governing Law; Venue; Jury Waiver. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. The parties agree that venue in the event of a dispute shall be exclusively in the Circuit Court of the King William County, or the applicable federal court encompassing that jurisdiction, at the sole option of Company, and Executive agrees not to object to venue. Executive and Company further agree that in the event of any judicial proceeding arising out of a dispute between them that they knowingly and voluntarily waive their right to trial by jury and agree that the dispute will be decided by the Court sitting without a jury.

(b) Amendment. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives which complies with the requirements of Code Section 409A.

(c) Notices. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:

Thomas Cherry

C&F Financial Corporation

3600 La Grange Parkway

Toano, Virginia 23168

If to the Company (the Holding Company and/or the Bank):

Chairman of the Board, C&F Financial Corporation

3600 La Grange Parkway

Toano, Virginia 23168

Copy to:

James H. Hudson III

Hudson Law PLC

826 Main Street – P.O. Box 231

West Point, Virginia 23181

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(d) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(e) Tax Withholding. The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(f) Waiver. The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

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(g) Executive’s Employment. The Executive and the Company acknowledge that, except as may otherwise be provided under the Employment Agreement and any other written agreement between the Executive and the Company, the employment of the Executive by the Company is “at will” and the Executive’s employment and/or this Agreement may be terminated by either the Executive or the Company at any time prior to the Change in Control Date, in which case the Executive shall have no further rights under this Agreement except as provided under Section 4(c).

(h) Nonexclusivity of Rights. Except as expressly provided in Section 6, nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its affiliated companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its affiliated companies at or subsequent to the Executive’s termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement.

(i) Statutory References. Any reference in this Agreement to a specific statutory provision shall include that provision and any comparable provision or provisions of future legislation amending, modifying, supplementing or superseding the referenced provision.

(j) Nonassignability. This Agreement is personal to the Executive, and without the prior written consent of the Company, no right, benefit or interest hereunder shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, except by will or the laws of descent and distribution, and any attempt thereat shall be void; and no right, benefit or interest hereunder shall, prior to receipt of payment, be in any manner liable for or subject to the recipient’s debts, contracts, liabilities, engagements or torts.

(k) Counterparts/Facsimile/Electronic Signature. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. In the event that any signature is executed or delivered by means of an electronic signature (such as DocuSign), facsimile or scanned pages via electronic mail, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such electronic signature, facsimile or scanned pages were the original signed version thereof delivered in person.

(l) Employment with Affiliates. Except as otherwise required by this Agreement or Code Section 409A, employment with the Company for purposes of this Agreement shall include employment with any corporation or other entity in which the Company has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then outstanding securities of such corporation or other entity entitled to vote generally in the election of directors or which has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

/s/

___

/s/ Thomas F. Cherry

Thomas F. Cherry

C&F Financial Corporation

By: /s/ Larry G. Dillon

Its: Chairman of the Board

__________________

Citizens and Farmers Bank

By: /s/ Larry G. Dillon

Its: Chairman of the Board

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EXHIBIT 10.5

AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT

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 Jason E. Long (the “Executive”).

RECITALS

I.The Executive currently serves as Executive Vice President, Chief Financial Officer and Secretary of the Holding Company and the Bank, is a key member of management of the Company and its affiliates, and his services and knowledge are valuable to the Company and its affiliates.

II.The Board and Bank Board (as defined below) have determined that it is in the best interest of the Company and its shareholders to assure that the Company and its affiliates will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change in Control (as defined below). The Board and the Bank Board believe it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change in Control and to encourage the Executive’s full attention and dedication to the Company and its affiliates currently and in the event of any threatened or pending Change in Control. Therefore, in order to accomplish these objectives, the Board and the Bank Board have caused the Holding Company and the Bank to enter into this Agreement.

III.This Agreement amends and restates the agreement between the Company and the Executive dated May 5, 2016.

NOW, THEREFORE, it is hereby agreed as follows:

1.CERTAIN DEFINITIONS.

(a)“Agreement Effective Date” means the date first set out above.

(b)The “Agreement Term” means the period commencing on the Agreement Effective Date and ending on the earlier of (i) the Agreement Regular Termination Date or (ii) the date this Agreement terminates pursuant to Section 8. The “Agreement Regular Termination Date” means the third anniversary of the Agreement Effective Date, provided, however, that commencing on the first anniversary of the Agreement Effective Date, and on each subsequent anniversary (such date and each subsequent anniversary shall be hereinafter referred to as the “Renewal Date”), unless this Agreement is previously terminated, the Agreement Regular Termination Date shall be automatically extended for three years from the latest Renewal Date, unless at least one month prior to the latest Renewal Date, the Company shall give notice to the Executive in accordance with Section 11(c) of this Agreement that the Agreement Regular Termination Date shall not be so extended.

(c)“Bank Board” means the Board of Directors of the Bank and “Board” means the Board of Directors of the Holding Company.

(d)“Cause” means:

(i)the willful and continued failure of the Executive to substantially perform his duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board, pursuant to a vote of a majority of the Directors of the Holding Company, which specifically identifies the manner in which the Directors of the Board believe that the Executive has not substantially performed his duties, or

(ii)the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.

(e)The “Change in Control Date” means the first date during the Agreement Term on which a Change in Control (as defined in Section 2) occurs.

(f)“Coverage Period” means the period of time beginning with the Change in Control Date and ending on the earliest to occur of (i) the Executive’s death and (ii) the second anniversary of the Change in Control Date.

(g)“Disability” means the absence of the Executive from his duties with the Company on a full-time basis for six months as a result of incapacity to serve as the Executive Vice President and Chief Financial Officer of the Company and the Bank, including substantially all duties normally considered a part thereof, due to mental or physical illness or injury which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative. If the Company determines in good faith that the Disability of the Executive has occurred, it may give to the Executive written notice in accordance with Section 11(c) of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of his duties.

(h)“Good Reason” means any good faith determination made by the Executive (which determination shall be conclusive) that any of the following has occurred:

(i)the occurrence, on or after the Agreement Effective Date and during the Coverage

Period, of any of the following:

(A)the assignment to the Executive of any duties inconsistent in any material adverse respect with the Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities immediately prior to the Change in Control, or any other action by the Company or its affiliates which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive in accordance with Section 11(c) of this Agreement;

(B)a reduction by the Company or its affiliates in the Executive’s rate of annual base salary, benefits (including, without limitation, incentive or bonus pay arrangements, stock plan benefit arrangements, and retirement and welfare plan coverage) and perquisites as in effect immediately prior to the Change in Control or as the same may be increased from time to time thereafter, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive in accordance with Section 11(c) of this Agreement;

(C)the Company’s requiring the Executive to be based at any office or location more than 35 miles from the facility where the Executive is located at the time of the Change in Control or the Company’s requiring the Executive to travel on Company business to a substantially greater extent than required immediately prior to the Change in Control Date (but determined without regard to travel necessitated by reason of any anticipated Change in Control);

(D)any purported termination by the Company or its affiliates of the Executive’s employment otherwise than as expressly permitted by this Agreement; or

(E)any failure by the Company or its affiliates to comply with and satisfy Section 10(c) of this Agreement by obtaining satisfactory agreement from any successor to assume and perform this Agreement.

(i)“Covered Termination” means a termination of Executive’s employment during the Coverage Period (i) by the Company for any reason other than (A) for Cause, (B) the Executive’s Disability or (C) the Executive’s death, or (ii) by the Executive for Good Reason.

(j)“Noncovered Termination” means a cessation of Executive’s employment which is not a Covered Termination.

2.CHANGE IN CONTROL.

(a)General Rules. In order to constitute a Change in Control as to the Executive, the Change in Control shall relate to:

(i)The corporation for whom the Executive is performing services at the time of the Change in Control; or

(ii)The corporation that is liable for the payment of the deferred compensation (or all corporations liable for the payment if more than one corporation is liable) but only if either the deferred compensation is attributable to the performance of service by the Executive for such corporation (or corporations) or there is a bona fide business purpose for such corporation or corporations to be liable for such payment and, in either case, no significant purpose of making such corporation or corporations liable for such payment is the avoidance of Federal income tax; or

(iii)A corporation that is a majority shareholder of a corporation identified in either paragraph (i) or (ii), or any corporation in a chain of corporations in which each corporation is a majority shareholder of another corporation in the chain, ending in a corporation identified in either paragraph (i) or (ii) above.

(b)Change In Ownership. A change in the ownership of a corporation shall occur on the date that any one person, or more than one person acting as a group, acquires ownership of stock of the corporation that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of such corporation. However, if any person, or more than one person acting as a group, is considered to own more than 50% of the total fair market value or total voting power of the stock of a corporation, then the acquisition of additional stock by the same person or persons shall not be considered to cause a change in the ownership of the corporation (or to cause a change in the effective control of the corporation).

(c)Change In Effective Control. Notwithstanding the fact that a corporation has not undergone a change in ownership as described above, a change in the effective control of a corporation shall occur only on the date that either:

(i)Any one person or more than one person acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the corporation possessing 30% or more of the total voting power of the stock of such corporation; or

(ii)A majority of members of the corporation’s Board of Directors is replaced during any 12-month period by Directors whose appointment or election is not endorsed by a majority of the members of the corporation’s Board of Directors prior to the date of the appointment or election, provided that for purposes of this paragraph (ii), the term “corporation” refers solely to the relevant corporation identified above, for which no other corporation is a majority shareholder.

(d)Change In Ownership of Assets. A change in the ownership of a substantial portion of the assets of a corporation shall occur on the date that any one person, or more than one person acting as a group, acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the corporation immediately prior to such acquisition or acquisitions. For this purpose, “gross fair market value” shall mean the value of the assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

A transfer of assets by a corporation shall not be treated as a change in the ownership of such assets if the assets are transferred to:

(i)A shareholder of the corporation (immediately before the asset transfer) in exchange for or with respect to its stock; or

(ii)An entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the corporation; or

(iii)A person, or more than one person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the corporation; or

(iv)An entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person who is a “related person” under applicable Treasury Regulations.

There shall be no Change in Control when there is a transfer to an entity that is controlled by the shareholders of the transferring corporation immediately after the transfer.

3.[RESERVED].

4.OBLIGATIONS UPON THE EXECUTIVE’S TERMINATION.

(a)Notice of Termination. Any termination of the Executive’s employment by the Company or by the Executive, other than by reason of death, shall be communicated by Notice of Termination to the other party hereto given. For purposes hereof:

(i)“Notice of Termination” means a written notice given in accordance with Section 11(c)of this Agreement which (A) states whether such termination is for Cause, Good Reason or Disability, (B) indicates the specific termination provision in this Agreement relied upon, if any, (C) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (D) if the Date of Termination is other than the date of receipt of such notice, specifies the termination date. The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason, Cause or Disability shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

(ii)“Date of Termination” means (A) if the Executive’s employment is terminated by reason of Disability, the Disability Effective Date, (B) if the Executive’s employment is terminated by the Company for any reason other than Disability, the date of the Executive’s receipt of the Notice of Termination or any later date specified therein, as the case may be, and (C) if the Executive’s employment is terminated by the Executive for any reason, the date of the Company’s receipt of the Notice of Termination or any later date specified therein, as the case may be.

(b)Obligations of the Company in a Covered Termination. If the Executive’s employment shall cease by reason of a Covered Termination, subject to the delay provided under Section 7, if applicable, then the following shall be paid or provided (the payments and benefits described in (i), (ii) and (iii) below may hereinafter sometimes be referred to as the “Change in Control Benefit” or “Change in Control Benefits”):

(i)the Company shall pay or cause to be paid in cash to the Executive a lump sum within 30 days after the Date of Termination and with the lump sum payment totaling an amount equal to the sum of two (2) times the Executive’s (1) highest aggregate annual base salary from the Company and its affiliated companies in effect at any time during the 24 month period ending on the Change in Control Date and (2) highest annual bonus (including any deferrals thereof) from the Company and its affiliated companies payable for the Company’s three fiscal years immediately preceding the fiscal year which

includes the Change in Control Date;

(ii)in the event that the Executive is enrolled in any of the Health Plans on the Executive’s Date of Termination, the Executive and his enrolled dependents shall continue to receive benefits under, and will remain eligible to participate in, the Health Plans for two years from the Date of Termination, provided that, to the extent required due to any applicable nondiscrimination requirements under the Internal Revenue Code, the Company will impute income to the Executive equal to 100% of the full premiums required for such coverage during the period of coverage. For the avoidance of doubt, the first 18 months of any such continued coverage period shall be considered COBRA coverage, and no additional period of continuation coverage will be provided after the second anniversary of Executive’s Date of Termination. (Except as specifically provided otherwise herein, nothing in this Agreement shall limit the Executive’s right to additional retiree or other welfare benefits provided under the applicable benefit plans subject to any and all limitations in such plans.) If participation in any one or more of the Health Plans is not possible under the terms of the Health Plans or is not permitted by any applicable reinsurance carrier, or if any provision of law would create an adverse tax effect for the Executive or the Company due to such participation, the Company shall instead provide the Executive with a monthly payment equal to 100% of the full premiums for the coverage in place for the Executive and, if applicable, his dependents, immediately prior to the date that coverage can no longer be provided under the Health Plans. To the extent the monthly cash payment amount is payable for more than one year, such monthly amount shall increase by 5% at the end of each 12-month period that it is payable. If the Executive becomes reemployed with another employer and elects coverage under another employer-provided plan, the benefit under the Health Plans (or monthly payment, if applicable) that corresponds to the type of benefit elected shall cease and no further benefit (or payment) of that type will be provided under this Section 4(b)(ii). For purposes hereof, the term “Health Plans” means the group health plans providing medical, prescription, dental, and vision benefits to executives of the Company (including any successor) and its affiliates;

(iii)to the extent not theretofore paid or provided, the Company shall timely pay or cause to be paid or provide or cause to be provided to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any compensation arrangement, plan, program, policy or practice or contract or agreement of the Company and its affiliated companies with such payments being made in accordance with the terms of any such arrangement, plan, program or policy (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

(c)Special Noncovered Termination Payment If Terminated in Anticipation of a Change in Control. If (i) a Change in Control occurs; (ii) the Executive’s employment with the Company was involuntarily terminated by the Company without Cause (as defined in the Employment Agreement) prior to the date on which such Change in Control occurs; (iii) it is reasonably demonstrated by the Executive that such termination of employment either (A) was at the request of a third party who is a party to such Change in Control or (B) otherwise arose in connection with or in anticipation of such Change in Control; and (iv) the Executive has complied with the covenants under Section 9; then, subject to the delay provided under Section 7, if applicable, the Company shall pay or cause to be paid in cash to the Executive a lump sum payment within 30 days after the Change in Control totaling an amount equal to the sum of (1) the Executive’s highest aggregate annual base salary from the Company and its affiliated companies in effect at any time during the 24 month period ending on the Date of Termination and (2) two times the Executive’s highest annual bonus (including any deferrals thereof) from the Company and its affiliated companies payable for any of the Company’s three fiscal years immediately preceding the fiscal year which includes the Date of Termination.

Notwithstanding any other provision in this Agreement, the Executive shall in no event have a right to any

payment or benefit under both Section 4(b) and this Section 4(c). For the avoidance of doubt, the payment under this Section 4(c) is not intended to equal the value of the payment and benefits that would have been paid under Section 4(b) if Executive’s termination had been a Covered Termination. Additionally, the payment under this Section 4(c) is not intended to supersede any right to severance payment under the Employment Agreement and eligibility for any such severance payments under the Employment Agreement shall be determined solely under the terms of the Employment Agreement.

(d)Obligations of the Company in a Noncovered Termination. If the Executive’s employment shall cease by reason of a Noncovered Termination, except to the extent the Executive meets the requirements under Section 4(c), the Company shall have no further obligations to the Executive under this Agreement other than the obligation timely to pay or cause to be paid or provide or cause to be provided to the Executive his Other Benefits.

5.FULL SETTLEMENT.

(a)No Offset or Mitigation. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment.

(b)Executive’s Expenses in Dispute Resolution. The Company agrees to pay, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of a contest (in which the Executive substantially prevails) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the lower of (i) the Wall Street Journal Prime Rate or (ii) the applicable Federal midterm rate provided for in Section 1274(d), compounded semi-annually, of the Code.

(c)Payment prior to Dispute Resolution. If there shall be any dispute between the Company and the Executive in the event of any termination of Executive’s employment, then, unless and until there is a final, nonappealable judgment by a court of competent jurisdiction declaring that such termination was a Noncovered Termination under Section 4(d) and Section 4(c) does not apply, that the determination by the Executive of the existence of Good Reason was not made in good faith, or that the Company is not otherwise obligated to pay any amount or provide any benefit to the Executive and his dependents or other beneficiaries, as the case may be, under Section 4(b) or Section 4(c), following the Change in Control, the Company shall pay all amounts, and provide all benefits, to the Executive and his dependents or other beneficiaries, as the case may be, that the Company would be required to pay or provide pursuant to Section 4(b) or Section 4(c) as though such termination were not a Noncovered Termination under Section 4(d). Notwithstanding the foregoing, the Company shall not be

required to pay any disputed amounts pursuant to this Section 5(c) prior to a Change in Control and, following a Change in Control, except upon receipt of an adequate bond, letter of credit or undertaking by or on behalf of the Executive to repay all such amounts to which the Executive is ultimately adjudged by such court not to be entitled.

6.PAYMENT LIMITATION.

(a) Section 280G Payment Limitation. Notwithstanding anything contained in any other provision of this Agreement or any other agreement or plan to the contrary, the payments and benefits provided to, or for the benefit of, the Executive under this Agreement or under any other plan or agreement which became payable or are taken into account as a result of the Change in Control and which are parachute payments for purposes of Section 280G of the Code (the “Payments”) shall be reduced (but not below zero) so that the Present Value of the Payments is equal to the Limited Payment Amount and no Payment is subject to the imposition of an excise tax under Section 4999 of the Code. Notwithstanding the foregoing, if the Net After-tax Benefit to the Executive resulting from receiving the Payments is greater than the Net After-tax Benefit to the Executive resulting from having the Payments reduced to the Limited Payment Amount, then the Payments shall not be reduced to the Limited Payment Amount. For purposes hereof:

(ii)“Present Value” shall mean such value determined in accordance with Section 280G(d)(4) of the Code.

(b) Payment Limitation Determinations. All determinations required to be made under this Section 6 shall be made by a public accounting firm selected by the Company that is reasonably acceptable to the Executive (the “Accounting Firm”). The Accounting Firm shall provide its calculations, together with detailed supporting documentation, both to the Company and the Executive within 15 days after the receipt of notice from the Company that there has been a Payment (or at such earlier times as is requested by the Company) and, with respect to any Limited Payment Amount, a reasonable opinion to the Executive that the Executive is not required to report any excise tax on the Executive’s federal income tax return with respect to the Limited Payment Amount (collectively, the “Determination”). In the event that the Accounting Firm is serving as an accountant or auditor for the individual, entity or group effecting the Change in Control, the Executive shall appoint another nationally recognized public accounting firm to make the determination required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees, costs and expenses (including, but not limited to, the costs of retaining experts) of the Accounting Firm shall be borne by the Company. The Determination by the Accounting Firm shall be binding upon the Company and the Executive (except as provided in Section 6(c) below).

event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive that the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive will be repaid by the Executive to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no such repayment will be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment will be promptly paid by the Company to or for the benefit of the Executive, together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises.

7.CODE SECTION 409A COMPLIANCE.

(a) The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A or comply with an exemption from the application of Code Section 409A and, accordingly, all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A.

(b)Neither the Executive nor the Company shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A.

(c)A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Code Section 409A) and, for purposes of any such provision of this Agreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, references to a “termination” or “termination of employment” or like references shall mean separation from service. A “separation from service” shall not occur under Code Section 409A unless the Executive has completely severed Executive’s relationship with the Company or the Executive has permanently decreased Executive’s services to twenty percent (20%) or less of the average level of bona fide services over the immediately preceding thirty-six (36) month period (or the full period if the Executive has been providing services for less than thirty-six (36) months). A leave of absence shall only trigger a termination of employment that constitutes a separation from service at the time required under Code Section 409A. If the Executive is deemed on the date of separation from service with the Company to be a “specified employee”, within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed for six (6) months in compliance with Code Section 409A(a)(2)(B), such payment or benefit (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed in a lump sum with interest on the earlier of (i) the first day of the seventh (7^th) month measured from the date of the Executive’s separation from service or (ii) the date of the Executive’s death, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. The amount of interest to be paid shall be based on the prime rate of interest in effect on the first day of the month following the Executive's separation from service as reported in the Wall Street Journal. In the case of benefits required to be delayed under Code Section 409A, however, the Executive may pay the cost of benefit coverage,

and thereby obtain benefits, during such six (6) month delay period and then be reimbursed by the Company thereafter on the first day of the seventh (7^th) month following the date of the Executive’s separation from service or, if earlier, on the date of the Executive’s death.

(d)With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. All reimbursements shall be reimbursed in accordance with the Company’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred.

(e)If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment.

(f) When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ten (10) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company or, if within the control of the Executive and payable over two calendar years, shall always be paid in the later calendar year. In the event any payment payable upon termination of employment would be exempt from Code Section 409A under Treasury Regulation § 1.409A-1(b)(9)(iii) but for the amount of such payment, the determination of the payments to Executive that are exempt under such provision shall be made by applying the exemption to payments based on chronological order beginning with the payments paid closest in time on or after such termination of employment.

(g)Notwithstanding any of the provisions of this Agreement, the Company shall not be liable to the Executive if any payment or benefit which is to be provided pursuant to this Agreement and which is considered deferred compensation subject to Code Section 409A otherwise fails to comply with, or be exempt from, the requirements of Code Section 409A.

8.TERMINATION OF AGREEMENT.

9.COVENANTS OF EXECUTIVE.

(a)No Disclosure by Executive. The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive’s employment by the Company or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it.

●

Where the disclosure is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(b)Non-Competition. In consideration for the Company’s entering into this Agreement and in exchange for the benefits promised herein, and other valuable consideration, the Executive agrees that the Executive will not engage in “Competition” for a period of six (6) months after termination of the Executive’s employment with the Company (i) pursuant to a Covered Termination or (ii) as provided in Section 4(c). For purposes hereof, “Competition” means the Executive’s performing duties that are the same as or substantially similar to those duties performed by the Executive for the Holding Company, the Bank or their affiliates during the last twelve (12) months of the Executive’s employment, as an officer, a director, an employee, a partner or in any other capacity, within a fifty (50) mile radius of the headquarters of the Bank (or any Virginia headquarters of any successor in the event of a merger consummated as of the last day of employment) or within a ten (10) mile radius of any branch of the Bank (and any Virginia branch of any successor in the event of a merger consummated as of the last day of employment), as such locations exist as of the date the Executive’s employment terminates, if those duties are performed for a bank holding company, or for a bank or other financial institution, that provides products or services that are the same as or substantially similar to, and competitive with, any of the products or services provided by the Holding Company or the Bank or their affiliates at the time the Executive’s employment terminates.

(c)Incorporation of covenants from Employment Agreement. For the avoidance of doubt, the “Covenants of Executive” set forth in Sections 8(b), (c), and (d) of the Executive’s Employment Agreement between Executive and Company dated December 23, 2021 (the “Employment Agreement”), shall also apply under this Agreement and are incorporated as separate, independent and divisible sections as though fully re-stated herein.

(d)Remedies for Breach. It is recognized that damages in the event of breach of Section 9(a), Section 9(b) or Section 9(c) above by the Executive would be difficult, if not impossible, to ascertain, and it is therefore specifically agreed that the Company, in addition to and without limiting any other remedy or right it may have, shall have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach. The existence of this right shall not preclude the Company from pursuing any other rights and remedies at law or in equity which it may have.

(e)Breach Not Basis to Withhold Payment. Except as otherwise provided in Section 4(c), no asserted violation of the provisions of this Section 9 shall constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

10.BENEFIT AND SUCCESSORS.

(a)Executive’s Benefit. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die and any amount remains payable hereunder after his death, any such amount, unless otherwise agreed by the Company or provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee or other designee of such payment or, if there is no such designee, the Executive’s estate.

(b)Company’s Benefit. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c)Assumption by Successor to Company. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

11.MISCELLANEOUS.

(a)Governing Law; Venue; Jury Waiver. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. The parties agree that venue in the event of a dispute shall be exclusively in the Circuit Court of the King William County, or the applicable federal court encompassing that jurisdiction, at the sole option of Company, and Executive agrees not to object to venue. Executive and Company further agree that in the event of any judicial proceeding arising out of a dispute between them that they knowingly and voluntarily waive their right to trial by jury and agree that the dispute will be decided by the Court sitting without a jury.

(b)Amendment. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives which complies with the requirements of Code Section 409A.

(c)Notices. All notices and other communications hereunder shall be in writing and shall be given

by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:

Jason E. Long

3600 La Grange Parkway

Toano, Virginia 23168

If to the Company (the Holding Company and/or the Bank):

President, C&F Financial Corporation

3600 La Grange Parkway

Toano, Virginia 23168

Copy to:

James H. Hudson III

Hudson Law PLC

826 Main Street - P.O. Box 231

West Point, Virginia 23181

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(d)Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(e)Tax Withholding. The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(f)Waiver. The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(g)Executive’s Employment. The Executive and the Company acknowledge that, except as may otherwise be provided under the Employment Agreement and any other written agreement between the Executive and the Company, the employment of the Executive by the Company is “at will” and the Executive’s employment and/or this Agreement may be terminated by either the Executive or the Company at any time prior to the Change in Control Date, in which case the Executive shall have no further rights under this Agreement except as provided under Section 4(c).

anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its affiliated companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its affiliated companies at or subsequent to the Executive’s termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement.

(i)Statutory References. Any reference in this Agreement to a specific statutory provision shall include that provision and any comparable provision or provisions of future legislation amending, modifying, supplementing or superseding the referenced provision.

(j)Nonassignability. This Agreement is personal to the Executive, and without the prior written consent of the Company, no right, benefit or interest hereunder shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, except by will or the laws of descent and distribution, and any attempt thereat shall be void; and no right, benefit or interest hereunder shall, prior to receipt of payment, be in any manner liable for or subject to the recipient’s debts, contracts, liabilities, engagements or torts.

(k)Counterparts/Facsimile/Electronic Signature. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. In the event that any signature is executed or delivered by means of an electronic signature (such as DocuSign), facsimile or scanned pages via electronic mail, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such electronic signature, facsimile or scanned pages were the original signed version thereof delivered in person.

(l)Employment with Affiliates. Except as otherwise required by this Agreement or Code Section 409A, employment with the Company for purposes of this Agreement shall include employment with any corporation or other entity in which the Company has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then outstanding securities of such corporation or other entity entitled to vote generally in the election of directors or which has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written

above.

/s/ Jason E. Long

Jason E. Long

C&F Financial Corporation

By: /s/ Thomas F. Cherry

Its: President and Chief Executive Officer

Citizens and Farmers Bank

By: /s/ Thomas F. Cherry

Its: President and Chief Executive Officer

EXHIBIT 10.6

AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT

THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT is entered into as of the 23^rd day of December, 2021, by and between C&F FINANCIAL CORPORATION, a Virginia corporation (the “Holding Company”), C&F FINANCE COMPANY, a Virginia corporation (the “Subsidiary Company”) (collectively Holding Company and Subsidiary Company shall be referred to herein as “Company”), and S. Dustin Crone (the “Executive”).

RECITALS

I.The Executive currently serves as President and Chief Executive Officer of the Subsidiary Company, a significant subsidiary of the Company, is a key member of management of the Company and its affiliates, and his services and knowledge are valuable to the Company and its affiliates.

II.The Board and Subsidiary Company Board (as defined below) have determined that it is in the best interest of the Company and its shareholders to assure that the Company and its affiliates will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change in Control (as defined below). The Board and the Subsidiary Company Board believe it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change in Control and to encourage the Executive’s full attention and dedication to the Company and its affiliates currently and in the event of any threatened or pending Change in Control. Therefore, in order to accomplish these objectives, the Board and the Subsidiary Company Board have caused the Holding Company and the Subsidiary Company to enter into this Agreement.

III.This Agreement amends and restates the agreement between the Company and the Executive dated August 5, 2015.

NOW, THEREFORE, it is hereby agreed as follows:

1.CERTAIN DEFINITIONS.

(a)“Agreement Effective Date” means the date first set out above.

(b)The “Agreement Term” means the period commencing on the Agreement Effective Date and ending on the earlier of (i) the Agreement Regular Termination Date or (ii) the date this Agreement terminates pursuant to Section 8. The “Agreement Regular Termination Date” means the third anniversary of the Agreement Effective Date, provided, however, that commencing on the first anniversary of the Agreement Effective Date, and on each subsequent anniversary (such date and each subsequent anniversary shall be hereinafter referred to as the “Renewal Date”), unless this Agreement is previously terminated, the Agreement Regular Termination Date shall be automatically extended for three years from the latest Renewal Date, unless at least one month prior to the latest Renewal Date, the Company shall give notice to the Executive in accordance with Section 11(c) of this Agreement that the Agreement Regular Termination Date shall not be so extended.

(c)“Subsidiary Company Board” means the Board of Directors of the Subsidiary Company and “Board” means the Board of Directors of the Holding Company.

(d)“Cause” means:

(ii)the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.

(e)The “Change in Control Date” means the first date during the Agreement Term on which a Change in Control (as defined in Section 2) occurs.

(f)“Coverage Period” means the period of time beginning with the Change in Control Date and ending on the earliest to occur of (i) the Executive’s death and (ii) the second anniversary of the Change in Control Date.

(g)“Disability” means the absence of the Executive from his duties with the Company on a full-time basis for six months as a result of incapacity to serve as the President and Chief Executive Officer of the Subsidiary Company, including substantially all duties normally considered a part thereof, due to mental or physical illness or injury which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative. If the Company determines in good faith that the Disability of the Executive has occurred, it may give to the Executive written notice in accordance with Section 11(c) of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of his duties.

(h)“Good Reason” means any good faith determination made by the Executive (which determination shall be conclusive) that any of the following has occurred:

(i)the occurrence, on or after the Agreement Effective Date and during the Coverage Period, of any of the following:

(A)the assignment to the Executive of any duties inconsistent in any material adverse respect with the Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities immediately prior to the Change in Control, or any other action by the Company or its affiliates which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive in accordance with Section 11(c) of this Agreement;

(C)the Company’s requiring the Executive to be based at any office or location more than 35 miles from the facility where the Executive is located at the time of the Change in Control or the Company’s requiring the Executive to travel on Company business to a substantially greater extent than required immediately prior to the Change in Control Date (but determined without regard to travel necessitated by reason of any anticipated Change in Control);

(D)any purported termination by the Company or its affiliates of the Executive’s employment otherwise than as expressly permitted by this Agreement; or

(E)any failure by the Company or its affiliates to comply with and satisfy Section 10(c) of this Agreement by obtaining satisfactory agreement from any successor to assume and perform this Agreement.

(i)“Covered Termination” means a termination of Executive’s employment during the Coverage Period (i) by the Company for any reason other than (A) for Cause, (B) the Executive’s Disability or (C) the Executive’s death, or (ii) by the Executive for Good Reason.

(j)“Noncovered Termination” means a cessation of Executive’s employment which is not a Covered Termination.

2.CHANGE IN CONTROL.

(a)General Rules. In order to constitute a Change in Control as to the Executive, the Change in Control shall relate to:

(i)The corporation for whom the Executive is performing services at the time of the Change in Control; or

(ii)The corporation that is liable for the payment of the deferred compensation (or all corporations liable for the payment if more than one corporation is liable) but only if either the deferred compensation is attributable to the performance of service by the Executive for such corporation (or corporations) or there is a bona fide business purpose for such corporation or corporations to be liable for such payment and, in either case, no significant purpose of making such corporation or corporations liable for such payment is the avoidance of Federal income tax; or

(iii)A corporation that is a majority shareholder of a corporation identified in either paragraph (i) or (ii), or any corporation in a chain of corporations in which each corporation is a majority shareholder of another corporation in the chain, ending in a corporation identified in either paragraph (i) or (ii) above.

(b)Change In Ownership. A change in the ownership of a corporation shall occur on the date that any one person, or more than one person acting as a group, acquires ownership of stock of the corporation that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of such corporation. However, if any person, or more than one person acting as a group, is considered to own more than 50% of the total fair market value or total voting power of the stock of a corporation, then the acquisition of additional stock by the same person or persons shall not be considered to cause a change in the ownership of the corporation (or to cause a change in the effective control of the corporation).

(c)Change In Effective Control. Notwithstanding the fact that a corporation has not undergone a change in ownership as described above, a change in the effective control of a corporation shall occur only on the date that either:

(i)Any one person or more than one person acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the corporation possessing 30% or more of the total voting power of the stock of such corporation; or

(ii)A majority of members of the corporation’s Board of Directors is replaced during any 12-month period by Directors whose appointment or election is not endorsed by a majority of the members of the corporation’s Board of Directors prior to the date of the appointment or election, provided that for purposes of this paragraph (ii), the term “corporation” refers solely to the relevant corporation identified above, for which no other corporation is a majority shareholder.

(d)Change In Ownership of Assets. A change in the ownership of a substantial portion of the assets of a corporation shall occur on the date that any one person, or more than one person acting as a group, acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the corporation immediately prior to such acquisition or acquisitions. For this purpose, “gross fair market value” shall mean the value of the assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

A transfer of assets by a corporation shall not be treated as a change in the ownership of such assets if the assets are transferred to:

(i)A shareholder of the corporation (immediately before the asset transfer) in exchange for or with respect to its stock; or

(ii)An entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the corporation; or

(iii)A person, or more than one person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the corporation; or

(iv)An entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person who is a “related person” under applicable Treasury Regulations.

There shall be no Change in Control when there is a transfer to an entity that is controlled by the shareholders of the transferring corporation immediately after the transfer.

3.[RESERVED].

4.OBLIGATIONS UPON THE EXECUTIVE’S TERMINATION.

(a)Notice of Termination. Any termination of the Executive’s employment by the Company or by the Executive, other than by reason of death, shall be communicated by Notice of Termination to the other party hereto given. For purposes hereof:

the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason, Cause or Disability shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

(ii)“Date of Termination” means (A) if the Executive’s employment is terminated by reason of Disability, the Disability Effective Date, (B) if the Executive’s employment is terminated by the Company for any reason other than Disability, the date of the Executive’s receipt of the Notice of Termination or any later date specified therein, as the case may be, and (C) if the Executive’s employment is terminated by the Executive for any reason, the date of the Company’s receipt of the Notice of Termination or any later date specified therein, as the case may be.

(b)Obligations of the Company in a Covered Termination. If the Executive’s employment shall cease by reason of a Covered Termination subject to the delay provided under Section 7, if applicable, then the following shall be paid or provided (the payments and benefits described in (i), (ii) and (iii) below may hereinafter sometimes be referred to as the “Change in Control Benefit” or “Change in Control Benefits”):

(i)the Company shall pay or cause to be paid in cash to the Executive a lump sum within 30 days after the Date of Termination and with the lump sum payment totaling an amount equal to the sum of two (2) times the Executive’s (1) highest aggregate annual base salary from the Company and its affiliated companies in effect at any time during the 24 month period ending on the Change in Control Date and (2) highest annual bonus (including any deferrals thereof) from the Company and its affiliated companies payable for the Company’s three fiscal years immediately preceding the fiscal year which includes the Change in Control Date;

(ii)in the event that the Executive is enrolled in any of the Health Plans on the Executive’s Date of Termination, the Executive and his enrolled dependents shall continue to receive benefits under, and will remain eligible to participate in, the Health Plans for two years from the Date of Termination, provided that, to the extent required due to any applicable nondiscrimination requirements under the Internal Revenue Code, the Company will impute income to the Executive equal to 100% of the full premiums required for such coverage during the period of coverage. For the avoidance of doubt, the first 18 months of any such continued coverage period shall be considered COBRA coverage, and no additional period of continuation coverage will be provided after the second anniversary of Executive’s Date of Termination. (Except as specifically provided otherwise herein, nothing in this Agreement shall limit the Executive’s right to additional retiree or other welfare benefits provided under the applicable benefit plans subject to any and all limitations in such plans.) If participation in any one or more of the Health Plans is not possible under the terms of the Health Plans or is not permitted by any applicable reinsurance carrier, or if any provision of law would create an adverse tax effect for the Executive or the Company due to such participation, the Company shall instead provide the Executive with a monthly payment equal to 100% of the full premiums for the coverage in place for the Executive and, if applicable, his dependents, immediately prior to the date that coverage can no longer be provided under the Health Plans. To the extent the monthly cash payment amount is payable for more than one year, such monthly amount shall increase by 5% at the end of each 12-month period that it is payable. If the Executive becomes reemployed with another employer and elects coverage under another employer-provided plan, the benefit under the Health Plans (or monthly payment, if applicable) that corresponds to the type of benefit elected shall cease and no further benefit (or payment) of that type will be provided under this Section 4(b)(ii). For purposes hereof, the term “Health Plans” means the group health plans providing medical, prescription, dental, and vision benefits to executives of the Company (including any successor) and its affiliates;

(iii)to the extent not theretofore paid or provided, the Company shall timely pay or cause to be paid or provide or cause to be provided to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any compensation arrangement, plan, program, policy or practice or contract or agreement of the Company and its affiliated companies with such payments being made in accordance with the terms of any such arrangement, plan, program or policy (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

(c)Special Noncovered Termination Payment If Terminated in Anticipation of a Change in Control. If (i) a Change in Control occurs; (ii) the Executive’s employment with the Company was involuntarily terminated by the Company without Cause (as defined in the Employment Agreement) prior to the date on which such Change in Control occurs; (iii) it is reasonably demonstrated by the Executive that such termination of employment either (A) was at the request of a third party who is a party to such Change in Control or (B) otherwise arose in connection with or in anticipation of such Change in Control; and (iv) the Executive has complied with the covenants under Section 9; then, subject to the delay provided under Section 7, if applicable, the Company shall pay or cause to be paid in cash to the Executive a lump sum payment within 30 days after the Change in Control totaling an amount equal to the sum of (1) the Executive’s highest aggregate annual base salary from the Company and its affiliated companies in effect at any time during the 24 month period ending on the Date of Termination and (2) two times the Executive’s highest annual bonus (including any deferrals thereof) from the Company and its affiliated companies payable for any of the Company’s three fiscal years immediately preceding the fiscal year which includes the Date of Termination.

(d)Obligations of the Company in a Noncovered Termination. If the Executive’s employment shall cease by reason of a Noncovered Termination, except to the extent the Executive meets the requirements under Section 4(c), the Company shall have no further obligations to the Executive under this Agreement other than the obligation timely to pay or cause to be paid or provide or cause to be provided to the Executive his Other Benefits.

5.FULL SETTLEMENT.

(b)Executive’s Expenses in Dispute Resolution. The Company agrees to pay, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of a contest (in which the Executive substantially prevails) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the lower of (i) the Wall Street Journal Prime Rate or (ii) the applicable Federal midterm rate provided for in Section 1274(d), compounded semi-annually, of the Code.

existence of Good Reason was not made in good faith, or that the Company is not otherwise obligated to pay any amount or provide any benefit to the Executive and his dependents or other beneficiaries, as the case may be, under Section 4(b) or Section 4(c), following the Change in Control, the Company shall pay all amounts, and provide all benefits, to the Executive and his dependents or other beneficiaries, as the case may be, that the Company would be required to pay or provide pursuant to Section 4(b) or Section 4(c) as though such termination were not a Noncovered Termination under Section 4(d). Notwithstanding the foregoing, the Company shall not be required to pay any disputed amounts pursuant to this Section 5(c) prior to a Change in Control and, following a Change in Control, except upon receipt of an adequate bond, letter of credit or undertaking by or on behalf of the Executive to repay all such amounts to which the Executive is ultimately adjudged by such court not to be entitled.

6.PAYMENT LIMITATION.

(a)Section 280G Payment Limitation. Notwithstanding anything contained in any other provision of this Agreement or any other agreement or plan to the contrary, the payments and benefits provided to, or for the benefit of, the Executive under this Agreement or under any other plan or agreement which became payable or are taken into account as a result of the Change in Control and which are parachute payments for purposes of Section 280G of the Code (the “Payments”) shall be reduced (but not below zero) so that the Present Value of the Payments is equal to the Limited Payment Amount and no Payment is subject to the imposition of an excise tax under Section 4999 of the Code. Notwithstanding the foregoing, if the Net After-tax Benefit to the Executive resulting from receiving the Payments is greater than the Net After-tax Benefit to the Executive resulting from having the Payments reduced to the Limited Payment Amount, then the Payments shall not be reduced to the Limited Payment Amount. For purposes hereof:

(ii)“Present Value” shall mean such value determined in accordance with Section 280G(d)(4) of the Code.

(b)Payment Limitation Determinations. All determinations required to be made under this Section 6 shall be made by a public accounting firm selected by the Company that is reasonably acceptable to the Executive (the “Accounting Firm”). The Accounting Firm shall provide its calculations, together with detailed supporting documentation, both to the Company and the Executive within 15 days after the receipt of notice from the Company that there has been a Payment (or at such earlier times as is requested by the Company) and, with respect to any Limited Payment Amount, a reasonable opinion to the Executive that the Executive is not required to report any excise tax on the Executive’s federal income tax return with respect to the Limited Payment Amount (collectively, the “Determination”). In the event that the Accounting Firm is serving as an accountant or auditor for the individual, entity or group effecting the Change in Control, the Executive shall appoint another nationally recognized public accounting firm to make the determination required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees, costs and expenses (including, but not limited to, the costs of retaining experts) of the Accounting Firm shall be borne by the Company. The Determination by the Accounting Firm shall be binding upon the Company and the Executive (except as provided in Section 6(c) below).

(d) Banking Payment Limitation. Notwithstanding anything contained in this Agreement or any other agreement or plan to the contrary, the payments and benefits provided to, or for the benefit of, the Executive under this Agreement or under any other plan or agreement shall be reduced (but not below zero) to the extent necessary so that no payment to be made, or benefit to be provided, to the Executive or for his benefit under this Agreement or any other plan or agreement shall be in violation of the golden parachute and indemnification payment limitations and prohibitions of 12 CFR Section 359.

7.CODE SECTION 409A COMPLIANCE.

(a)The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A or comply with an exemption from the application of Code Section 409A and, accordingly, all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A.

(b)Neither the Executive nor the Company shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any matter which would not be in compliance with Code Section 409A.

(c)A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the form or timing of payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Code Section 409A) and, for purposes of any such provision of this Agreement under which (and to the extent) deferred compensation subject to Code Section 409A is paid, references to a “termination” or “termination of employment” or like references shall mean separation from service. A “separation from service” shall not occur under Code Section 409A unless the Executive has completely severed Executive’s relationship with the Company or the Executive has permanently decreased Executive’s services to twenty percent (20%) or less of the average level of bona fide services over the immediately preceding thirty-six (36) month period (or the full period if the Executive has been providing services for less than thirty-six (36) months). A leave of absence shall only trigger a termination of employment that constitutes a separation from service at the time required under Code Section 409A. If the Executive is deemed on the date of separation from service with the Company to be a “specified employee”, within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any payment or benefit that is required to be delayed for six (6) months in compliance with Code Section 409A(a)(2)(B), such payment or benefit (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed in a lump sum with interest on the earlier of (i) the first day of the seventh (7^th) month measured from the date of the Executive’s separation from service or (ii) the date of the Executive’s death, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. The amount of interest to be paid shall be based on the prime rate

of interest in effect on the first day of the month following the Executive's separation from service as reported in the Wall Street Journal. In the case of benefits required to be delayed under Code Section 409A, however, the Executive may pay the cost of benefit coverage, and thereby obtain benefits, during such six (6) month delay period and then be reimbursed by the Company thereafter on the first day of the seventh (7^th) month following the date of the Executive’s separation from service or, if earlier, on the date of the Executive’s death.

(d)With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. All reimbursements shall be reimbursed in accordance with the Company’s reimbursement policies but in no event later than the calendar year following the calendar year in which the related expense is incurred.

(e)If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment.

(f)When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ten (10) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company or, if within the control of the Executive and payable over two calendar years, shall always be paid in the later calendar year. In the event any payment payable upon termination of employment would be exempt from Code Section 409A under Treasury Regulation § 1.409A-1(b)(9)(iii) but for the amount of such payment, the determination of the payments to Executive that are exempt under such provision shall be made by applying the exemption to payments based on chronological order beginning with the payments paid closest in time on or after such termination of employment.

8.TERMINATION OF AGREEMENT.

9.COVENANTS OF EXECUTIVE.

(a)No Disclosure by Executive. The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive’s employment by the Company or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it.

the Department of Justice, the Securities and Exchange Commission, the Financial Industry Regulatory Authority, the Congress, and any Office of Inspector General (collectively, the “Regulators”), from participating in any reporting of, investigation into, or proceeding regarding suspected violations of law, or from making other disclosures that are protected under or from receiving an award for information provided under the whistleblower provisions of state or federal law or regulation. The Executive does not need the prior authorization of the Company to engage in such communications with the Regulators, respond to such inquiries from the Regulators, provide confidential information or documents containing confidential information to the Regulators, or make any such reports or disclosures to the Regulators. The Executive is not required to notify the Company that the Executive has engaged in such communications with the Regulators. The Executive recognizes and agrees that, in connection with any such activity outlined above, the Executive must inform the Regulators that the information the Executive is providing is confidential.

●

Where the disclosure is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(b)Non-Competition. In consideration for the Company’s entering into this Agreement and in exchange for the benefits promised herein, and other valuable consideration, the Executive agrees that the Executive will not engage in “Competition” for a period of six (6) months after termination of the Executive’s employment with the Company (i) pursuant to a Covered Termination or (ii) as provided in Section 4(c). For purposes hereof, “Competition” means the Executive’s performing duties that are the same as or substantially similar to those duties performed by the Executive for the Holding Company or the Subsidiary Company during the last twelve (12) months of the Executive’s employment, as an officer, a director, an employee, a partner or in any other capacity, within a fifty (50) mile radius of the headquarters of the Subsidiary Company (or any Virginia headquarters of any successor in the event of a merger consummated as of the last day of employment) or within a ten (10) mile radius of any office of the Subsidiary Company (and any Virginia office of any successor in the event of a merger consummated as of the last day of employment), as such locations exist as of the date the Executive’s employment terminates, if those duties are performed for a bank holding company, or for a bank, finance company or other financial institution, that provides products or services that are the same as or substantially similar to, and competitive with, any of the products or services provided by the Holding Company or the Subsidiary Company at the time the Executive’s employment terminates.

such breach. The existence of this right shall not preclude the Company from pursuing any other rights and remedies at law or in equity which it may have.

(e)Breach Not Basis to Withhold Payment. Except as otherwise provided in Section 4(c), no asserted violation of the provisions of this Section 9 shall constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

10.BENEFIT AND SUCCESSORS.

(a)Executive’s Benefit. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die and any amount remains payable hereunder after his death, any such amount, unless otherwise agreed by the Company or provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee or other designee of such payment or, if there is no such designee, the Executive’s estate.

(b)Company’s Benefit. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c)Assumption by Successor to Company. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

11.MISCELLANEOUS.

(a)Governing Law; Venue; Jury Waiver. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. The parties agree that venue in the event of a dispute shall be exclusively in the Circuit Court of the King William County, or the applicable federal court encompassing that jurisdiction, at the sole option of Company, and Executive agrees not to object to venue. Executive and Company further agree that in the event of any judicial proceeding arising out of a dispute between them that they knowingly and voluntarily waive their right to trial by jury and agree that the dispute will be decided by the Court sitting without a jury.

(b)Amendment. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives which complies with the requirements of Code Section 409A.

(c)Notices. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:

S. Dustin Crone

5500 Audubon Drive

Henrico, Virginia 23231

If to the Company (the Holding Company and/or the Subsidiary Company):

President, C&F Financial Corporation

3600 La Grange Parkway

Toano, Virginia 23168

Copy to:

James H. Hudson III

Hudson Law PLC

826 Main Street - P.O. Box 231

West Point, Virginia 23181

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(d)Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(e)Tax Withholding. The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(f)Waiver. The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(g)Executive’s Employment. The Executive and the Company acknowledge that, except as may otherwise be provided under the Employment Agreement and any other written agreement between the Executive and the Company, the employment of the Executive by the Company is “at will” and the Executive’s employment and/or this Agreement may be terminated by either the Executive or the Company at any time prior to the Change in Control Date, in which case the Executive shall have no further rights under this Agreement except as provided under Section 4(c).

(h)Nonexclusivity of Rights. Except as expressly provided in Section 6, nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its affiliated companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its affiliated companies at or subsequent to the Executive’s termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement.

(i)Statutory References. Any reference in this Agreement to a specific statutory provision shall include that provision and any comparable provision or provisions of future legislation amending, modifying, supplementing or superseding the referenced provision.

(j)Nonassignability. This Agreement is personal to the Executive, and without the prior written consent of the Company, no right, benefit or interest hereunder shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, except by will or the laws of descent and distribution, and any attempt thereat shall be void; and no right, benefit or interest hereunder shall, prior to receipt of payment, be in any manner liable for or subject to the recipient’s debts, contracts, liabilities, engagements or torts.

(k)Counterparts/Facsimile/Electronic Signature. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. In the event that any signature is executed or delivered by means of an electronic signature (such as DocuSign), facsimile or scanned pages via electronic mail, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such electronic signature, facsimile or scanned pages were the original signed version thereof delivered in person.

(l)Employment with Affiliates. Except as otherwise required by this Agreement or Code Section 409A, employment with the Company for purposes of this Agreement shall include employment with any corporation or other entity in which the Company has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then outstanding securities of such corporation or other entity entitled to vote generally in the election of directors or which has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

/s/ S. Dustin Crone

S. Dustin Crone

C&F Financial Corporation

By: /s/ Thomas F. Cherry

Its: President and Chief Executive Officer

C&F Finance Company

By: /s/ Thomas F. Cherry

Its: Executive Vice President

EXHIBIT 10.7

SECOND AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT

THIS SECOND AMENDED AND RESTATED 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 Larry Dillon (the “Executive”).

RECITALS

I.The Executive currently serves as Executive Chairman of the Holding Company and the Bank, is a key member of management of the Company and its affiliates, and his services and knowledge are valuable to the Company and its affiliates.

II.The Board and Bank Board (as defined below) have determined that it is in the best interest of the Company and its shareholders to assure that the Company and its affiliates will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change in Control (as defined below). The Board and the Bank Board believe it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change in Control and to encourage the Executive’s full attention and dedication to the Company and its affiliates currently and in the event of any threatened or pending Change in Control. Therefore, in order to accomplish these objectives, the Board and the Bank Board have caused the Holding Company and the Bank to enter into this Agreement.

III.This Agreement amends and restates the agreement between the Company and the Executive dated December 30, 2008.

NOW, THEREFORE, it is hereby agreed as follows:

1. CERTAIN DEFINITIONS.

(a) “Agreement Effective Date” means the date first set out above.

(c) “Bank Board” means the Board of Directors of the Bank and “Board” means the Board of Directors of the Holding Company.

(d) “Cause” means:

(i) the willful and continued failure of the Executive to substantially perform his duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board, pursuant to a vote of a majority of the “Outside Directors” (as defined below) of the Holding Company, which specifically identifies the manner in which the Outside Directors of the Board believe that the Executive has not substantially performed his duties, or

(ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.

For purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interest of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the members of the Board who are not and have never been employed by the Company or its subsidiaries (the “Outside Directors”) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive in accordance with Section 11(c) of this Agreement and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in paragraph (i) or (ii) above, and specifying the particulars thereof in detail.

(e) The “Change in Control Date” means the first date during the Agreement Term on which a Change in Control (as defined in Section 2) occurs. Anything in this Agreement to the contrary notwithstanding, if a Change in Control occurs and if the Executive’s employment with the Company is terminated prior to the date on which the Change in Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment either (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or anticipation of a Change in Control, then for all purposes of this Agreement except for the time and form of payment of the Change in Control Benefits payable under Section 4(c) the “Change in Control Date” shall mean the date immediately prior to the date of such termination of employment.

(g) “Disability” means the absence of the Executive from his duties with the Company on a full-time basis for six months as a result of incapacity to serve as the Executive Chairman, including substantially all duties normally considered a part thereof, due to mental or physical illness or injury which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative. If the Company determines in good faith that the Disability of the Executive has occurred, it may give to the Executive written notice in accordance with Section 11(c) of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30^th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of his duties.

(h) “Good Reason” means any good faith determination made by the Executive (which determination shall be conclusive) that any of the following has occurred:

(i) the occurrence, on or after the Agreement Effective Date and during the Coverage Period, of any of the following:

(B) a reduction by the Company or its affiliates in the Executive’s rate of annual base salary, benefits (including, without limitation, incentive or bonus pay arrangements, stock plan benefit arrangements, and retirement and welfare plan coverage) and perquisites as in effect immediately prior to the Change in Control or as the same may be increased from time to time thereafter, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive in accordance with Section 11(c) of this Agreement;

(C) the Company’s requiring the Executive to be based at any office or location more than 35 miles from the facility where the Executive is located at the time of the Change in Control or the Company’s requiring the Executive to travel on Company business to a substantially greater extent than required immediately prior to the Change in Control Date (but determined without regard to travel necessitated by reason of any anticipated Change in Control);

(D) any purported termination by the Company or its affiliates of the Executive’s employment otherwise than as expressly permitted by this Agreement; or

(ii) any event or condition described in paragraph (i) of this Section 1(h) which occurs on or after the Agreement Effective Date, but prior to a Change in Control, but was at the request of a third party who effectuates the Change in Control, notwithstanding that it occurred prior to the Change in Control, but such event or condition shall not be considered to actually have occurred until the Change in Control Date.