Form 8-K
8-K — C & F FINANCIAL CORP
Accession: 0000913341-26-000036
Filed: 2026-06-18
Period: 2026-06-16
CIK: 0000913341
SIC: 6022 (STATE COMMERCIAL BANKS)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Financial Statements and Exhibits
Documents
8-K — cffi-20260616x8k.htm (Primary)
EX-10.1 (cffi-20260616xex10d1.htm)
EX-10.2 (cffi-20260616xex10d2.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: cffi-20260616x8k.htm · Sequence: 1
C & F FINANCIAL CORPORATION_June 16, 2026
0000913341falseC & F FINANCIAL CORPORATION00009133412026-06-162026-06-16
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) June 16, 2026
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
S. Dustin Crone to Retire
On June 16, 2026, S. Dustin Crone, President and Chief Executive Officer of C&F Finance Company (C&F Finance) informed the Boards of Directors of C&F Finance and its parent company, C&F Financial Corporation (Corporation), of his intention to retire. To facilitate a smooth transition, Mr. Crone will cease serving as President of C&F Finance effective June 30, 2026, and will continue serving as Chief Executive Officer of C&F Finance until his employment ends on December 31, 2026 (the period June 30, 2026 to December 31, 2026, the Transition Period).
Shawn Moore, who has been with C&F Finance since 2003 and currently serves as C&F Finance’s Executive Vice President and Chief Credit Officer, will assume the role of President of C&F Finance effective June 30, 2026.
In connection with his planned retirement, Mr. Crone and C&F Finance entered into a transition agreement, effective as of June 30, 2026 (Transition Agreement), to govern his employment during the Transition Period and to replace Mr. Crone’s Employment Agreement, dated December 23, 2021, with C&F Finance and the Corporation and Amended and Restated Change in Control Agreement, dated December 23, 2021, with the Corporation and C&F Finance.
During the Transition Period, Mr. Crone will receive a salary based on an annual base salary of $341,000 (Base Salary), subject to his continued employment and applicable withholdings. Mr. Crone will be eligible, under the Corporation’s Management Incentive Plan (MIP), for a cash award for 2026 performance, paid in accordance with cash awards paid under the MIP to eligible employees. Mr. Crone will not be eligible to receive any equity award or other deferred compensation for 2026 performance.
During the Transition Period, Mr. Crone will remain eligible for standard employee benefits in accordance with the terms of any applicable plan and will retain the use of a company-owned automobile. Provided Mr. Crone remains employed through December 31, 2026, the Corporation intends to vest his unvested company contributions in the Corporation’s Non-Qualified Deferred Compensation Plan for Directors and Executives.
The Transition Agreement also amends Mr. Crone’s outstanding restricted stock awards to provide, subject to Mr. Crone’s continued employment through December 31, 2026 and subject to his signing and not revoking a release agreement, that such awards will not be forfeited upon his termination of employment and will instead vest on December 31, 2028 if Mr. Crone has fully complied with the terms of the Transition Agreement, including various noncompetition, nonsolicitation and confidentiality covenants that apply during and after the Transition Period.
In the event of an involuntary termination without Cause of Mr. Crone’s employment prior to December 31, 2026, Mr. Crone will receive a lump sum severance benefit equal to the unpaid portion of his Base Salary through December 31, 2026 and $90,000, and will not be entitled to any cash bonus award for 2026 performance. No severance will be paid to Mr. Crone for any other termination of employment prior to December 31, 2026.
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The foregoing description of the Transition Agreement is qualified in its entirety by reference to the full text of the Transition Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
SERP Amendment
Also on June 16, 2026, the Corporation’s Board of Directors approved an amendment to the Corporation’s Non-Qualified Deferred Compensation Plan for Directors and Executives to permit the Corporation to make more than one discretionary supplemental retirement (SERP) contribution to the plan in a plan year and to provide additional flexibility for determining the vesting for such contributions (Amendment). In connection with the Amendment, the Corporation’s Board of Directors also approved an additional SERP contribution of $100,000 for Thomas F. Cherry, President and Chief Executive Officer of the Corporation and the Bank to be made in 2026. Both the Amendment and additional SERP contribution were recommended by the Board’s Compensation Committee and the Compensation Committee’s independent compensation consultant to increase the overall competitiveness of Mr. Cherry’s compensation package and for retention purposes. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1
Transition Agreement, by and between C&F Finance Company and S. Dustin Crone, effective as of June 30, 2026
10.2
Nonqualified Supplemental Deferred Compensation Plan Adoption Agreement (As amended and restated effective January 1, 2026) for C&F Financial Corporation Non-Qualified Deferred Compensation Plan for Directors and Executives (As amended and restated effective January 1, 2026)
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
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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:
June 18, 2026
By:
/s/ Jason E. Long
Jason E. Long
Chief Financial Officer
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EX-10.1
EX-10.1
Filename: cffi-20260616xex10d1.htm · Sequence: 2
Exhibit 10.1
TRANSITION AGREEMENT
THIS TRANSITION AGREEMENT (this “Agreement”) is entered into to be effective on the 30th day of June, 2026 (“Effective Date”), by and between C&F FINANCE COMPANY (“C&F”), a Virginia corporation and S. DUSTIN CRONE (“Crone”):
RECITAL
This Agreement is entered into by the parties to reflect their agreement regarding the terms of Crone’s employment during the transition, commencing with the Effective Date, from President and Chief Executive Officer of C&F, through his retirement on December 31, 2026, and to replace the Employment Agreement, dated December 23, 2021, by and between C&F, C&F Financial Corporation and Crone (“Employment Agreement”), and the Amended and Restated Change in Control Agreement, dated December 23, 2021, by and between C&F Financial Corporation, C&F and Crone (“CIC Agreement”).
WITNESSETH:
That for and in consideration of the mutual covenants contained herein, the parties hereto do agree as follows:
1.Scope of Services. Upon the Effective Date, Crone shall cease to be the President of C&F, but C&F shall continue to employ Crone as Chief Executive Officer, and Crone hereby agrees to continue employment with C&F during the Term (as defined in Section 3). Crone agrees to perform the legally permissible and proper duties and functions as assigned.
During the Term, Crone agrees that he will not engage in any activities that would conflict with the present or future enterprises of C&F and will use his best efforts to assist with the succession and operational transition from his former position as President and promote the present and future welfare of C&F in all his business and social dealings.
2.Compensation; Bonus; Equity Awards; Other Benefits.
A.During the Term, Crone will be paid semi-monthly salary payments through normal payroll, based on an annual base salary (“Base Salary”) of (a) $341,000 from the Effective Date through December 31, 2026, subject to his continued employment and applicable withholdings.
B.During the Term, Crone will be eligible, under the C&F Financial Corporation Management Incentive Plan (the “MIP”), for a cash award for 2026 performance, in accordance with the terms of the Employment Agreement and the MIP. Any such award will be paid in accordance with cash awards paid under the MIP to other eligible employees.
C.During the Term, Crone will not be eligible to receive any equity award or other deferred compensation for 2026 performance.
D.During the Term, Crone will remain eligible for standard employee benefits, including paid time off, in accordance with the terms of any applicable plan.
E.During the Term, Crone will retain the use of a company-owned automobile in accordance with C&F policy. During the Term, Crone shall have the right to purchase any vehicle then provided to him by the Company. The purchase price shall be equal to the Company’s then-current book value in the vehicle. Crone acknowledges that the difference between the purchase price and the fair market value of the vehicle may be considered taxable income, and the Company shall be entitled to withhold all applicable taxes from the Crone’s final compensation or require a separate payment for such withholdings.
F.Crone is a participant in the C&F Non-Qualified Supplemental Executive Retirement Plan (the “SERP”). Provided Crone remains employed through December 31, 2026, C&F Financial Corporation shall take all necessary steps to vest any unvested company contributions in the SERP. Crone agrees that the amount of unvested contributions in the SERP as of March 31, 2026 is $184,065.
G.Crone agrees that as of the date of this Agreement, he has the following unvested equity awards: 458 shares awarded on February 20, 2024; 650 shares awarded on February 18, 2025 and 1,000 shares awarded on February 24, 2026 (the “Awards”). Pursuant to the terms of the Awards, termination of employment would cause the forfeiture of unvested restricted shares. The agreements of each of the Awards are hereby amended to state that the Awards shall remain unvested following Crone’s termination of employment. Subject to Crone: (i) working through the end of the Term; and (ii) signing, delivering and not revoking a Release Agreement, no earlier than the conclusion of the Term, in a form satisfactory to Company and which contains provisions similar to those attached as Exhibit A, which Release Agreement must be signed, delivered and not revoked within the period set forth in the Release Agreement, then following the second anniversary of the date Crone’s employment is terminated, and so long as Crone has fully complied with all terms of this Agreement, C&F Financial Corporation shall take all steps necessary to vest any then outstanding restricted stock awards. In the event that Crone fails to satisfy all the conditions of this paragraph or otherwise fails to comply with the terms of this Agreement, all unvested shares shall be forfeited.
3.Term of Agreement; Termination of Agreement at End of Term. The term (“Term”) of this Agreement shall begin on the Effective Date. Crone’s employment with C&F shall end on December 31, 2026, unless and until a termination of employment occurs prior to December 31, 2026 as provided in Section 4. The terms of this Agreement shall continue, as provided herein, following the end of Crone’s employment with C&F.
4.Termination of Employment During the Term.
A.Anything to the contrary in this Agreement notwithstanding, either party may terminate the employment of Crone, with or without “Cause” (defined below) and with or without notice. Upon termination of employment, this Agreement shall terminate and neither party hereto shall have any further obligation or liability hereunder, except as provided in Section 4.B and Section 5 of this Agreement.
B.In the event of an involuntary termination without Cause of the employment of Crone by C&F before the end of the Term, C&F will pay a lump sum severance benefit to Crone equal to (i) the unpaid portion of the Base Salary payable during the Term under Section 2.A and (ii) a payment of $90,000, in lieu of any cash bonus award Crone may have otherwise earned for 2026 performance. Such payment will be made in one lump sum within 30 days following Crone’s involuntary termination without Cause. No severance shall be paid to Crone for any other termination of employment.
In the event of an involuntary termination without Cause of the employment of Crone by C&F before the end of the Term, if Crone timely elects COBRA coverage, C&F will pay or reimburse the full cost (employer and employee portions) of medical, dental, and vision coverage for Crone, his spouse, and eligible dependents for up to twelve (12) months following the Date of Termination, at substantially the same coverage levels in effect immediately prior to termination, to the extent permitted by law and plan terms. If such coverage is unavailable or not permitted at any time, C&F will instead provide a monthly taxable cash payment equal to the full premium cost for Crone, his spouse, and eligible dependents for the remainder of the coverage period. These benefits will end on the earlier of: (i) the end of the coverage period, or (ii) the date Crone becomes eligible for comparable group health coverage with another employer; provided Crone promptly notifies the Company of such eligibility. All payments are intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code.
C.For purposes of this Agreement, “Cause” shall mean:(i) Crone’s willful misconduct in connection with the performance of Crone’s duties; (ii) Crone’s misappropriation or embezzlement of funds or material property of C&F or any affiliate; (iii) Crone’s fraud or dishonesty with respect to C&F or any affiliate; (iv) Crone’s failure to perform any of his material duties and responsibilities (other than by reason of incapacity), or Crone’s failure to follow reasonable instructions or policies of C&F, in either case after being advised in writing of
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such failure and being given a reasonable opportunity and period (as determined by C&F 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) Crone’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) Crone’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 C&F, after being advised in writing of such breach or violation and being given a reasonable opportunity and period (as determined by C&F 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) Crone’s willful violation of any final cease and desist order; (viii) Crone’s breach of any fiduciary duty or duty of loyalty owed to C&F or its affiliates; or (ix) Crone’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 C&F, in material injury to C&F, monetarily or otherwise.
D.This Agreement shall terminate upon the death or disability (as determined by C&F in accordance with law) of Crone, whereupon C&F shall have no obligation to Crone, his heirs or personal representatives except as may be required in any stock or deferred compensation agreement or otherwise required by law.
E. Change in Control Protection
(i) For purposes of this Agreement, “Change in Control” shall have the meaning set forth in the Amended and Restated Change in Control Agreement referenced in the Recital (the “CIC Agreement”), solely for purposes of this Section 4.E.
(ii) If a Change in Control occurs during the Term and(i) Crone’s employment is terminated by C&F other than for Cause during the Term, or (ii) Crone terminates employment for Good Reason during the Term, then C&F shall pay to Crone, in a lump sum within thirty (30) days following the Date of Termination (or such later date as required to comply with Code Section 409A), an amount equal to: (A) two (2) times Crone’s Base Salary; plus (B) two (2) times Crone’s target annual cash incentive opportunity for the year in which the Date of Termination occurs (or, if greater, the target annual cash incentive opportunity for the prior year).
(iii) Any severance payable under Section 4.B shall be credited against (and reduce) any amount payable under this Section 4.E, so that no duplication occurs.
5.Covenants.
A.Confidentiality. As an employee of C&F, Crone will have access to and may participate in the origination of non-public, proprietary and confidential information relating to C&F and/or its affiliates and Crone acknowledges a fiduciary duty owed to C&F and its affiliates not to disclose any such information. Confidential information may include, but is not limited to, trade secrets, customer, referral source, and prospect lists and information, internal corporate planning, methods of marketing and operation, and other data or information of or concerning C&F and its affiliates or their customers that is not generally known to the public or generally in the banking industry. Crone agrees that for a period of five (5) years after Crone’s employment by C&F ceases for any reason, Crone 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 C&F; provided, however that to the extent the information covered by this Section 5 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 Crone or Crone’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
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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. Crone does not need the prior authorization of C&F 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. Crone is not required to notify C&F that Crone has engaged in such communications with the Regulators. Crone recognizes and agrees that, in connection with any such activity outlined above, Crone must inform the Regulators that the information Crone is providing is confidential. Nothing herein shall impede or prevent Crone from discussing or disclosing to anyone the details of any acts that constitute sexual assault, sexual harassment, or sex discrimination, as set forth in Virginia Code Sections 18.2-61, 18.2-67, 18.2-67.4, and 30.1-29.4, or as otherwise defined under law. Furthermore, nothing in this Agreement, or any other agreement, shall (x) prohibit Crone from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934, as amended, or Section 806 of the Sarbanes-Oxley Act of 2002, or any other whistleblower protection provisions of federal law or regulation, or (y) require notification or prior approval by anyone of such report.
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. In consideration for C&F’s entering into this Agreement and in exchange for the benefits promised herein, and other valuable consideration, Crone agrees that for a period of twenty-four (24) months after Crone’s employment ceases for any reason, Crone will not, directly or indirectly, solicit, divert from C&F or transact business with any “Third Party” with whom Crone had “Material Contact” during the last twelve (12) months of Crone’s employment or about whom Crone obtained information not known generally to the public while acting within the scope of Crone’s employment during the last twelve (12) months of employment, if the purpose of such solicitation, diversion or transaction is to provide consumer lending products or services that are the same as or substantially similar to, and competitive with, those offered by C&F at the time Crone’s employment ceases. “Material Contact” means that Crone personally communicated with the Third Party, either orally or in writing, for the purpose of providing, offering to provide or assisting in providing products or services of C&F during the last twelve (12) months of Crone’s employment. “Third Party” means (A) any person or entity who received or applied for a loan from or through C&F within twenty-four (24) months preceding the date of the cessation of Crone’s employment; or (B) any automobile dealer or agent who referred any borrower, or sold any consumer loans, including installment sales contracts, to C&F within twenty-four (24) months preceding the date of the cessation of Crone’s employment.
C.Non-Solicitation of Employees. In consideration for C&F’s entering into this Agreement and in exchange for the benefits promised herein, and other valuable consideration, Crone agrees that for a period of twenty four (24)
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months after Crone’s employment ceases for any reason, Crone will not, directly or indirectly, hire any person employed by C&F during the last six (6) months of Crone’s employment, or solicit for hire or induce any such person to terminate employment with C&F, if the purpose is to compete with C&F.
D.Non-Competition. Crone hereby covenants and agrees that Crone will not, within the “Restricted Territory,” directly or indirectly, engage in “Competition” for a period of twenty-four (24) months after Crone’s employment by C&F ceases for any reason. For purposes hereof, “Competition” means that Crone owns, manages or controls, or participates in the ownership, management or control of, or performs duties that are the same as or substantially similar to the duties performed by Crone for C&F during the last twelve (12) months of Crone’s employment, whether as an officer, director, employee or in any other capacity, for or on behalf of, any entity which provides products or services that are the same as or substantially similar to, and in competition with, such products or services provided by C&F at the time Crone’s employment with C&F ends. The Restricted Territory is the Commonwealth of Virginia. Nothing in this Agreement shall prohibit Crone from (1) working in a role, or for a business, or selling any product or service, that does not compete with C&F; or (2) owning securities in a publicly traded company, including any competitors of C&F, if such ownership constitutes two percent (2%) or less of the aggregate principal amount of securities issued and outstanding. . For the avoidance of doubt, ‘Competition’ shall not include (a) service as a director, advisor, or consultant to an entity that does not derive more than 20% of its revenues from products or services competitive with those offered by C&F at separation, provided Crone does not perform executive management duties for such competitive line of business, or (b) passive private investments where Crone does not participate in management or control.
E.Non-Disparagement. Subject to Crone’s rights under Section 5.A in regard to Crone’s unrestrained right to communicate with Regulators and the other exceptions to non-disclosure set forth in Section 5.A, in consideration for C&F’s entering into this Agreement and in exchange for the benefits promised herein, and other valuable consideration, Crone agrees the he will not impugn, defame, disparage or do or say anything that reasonably may diminish the reputation, goodwill or status of C&F or any of its affiliates, or any of their products, services, methods, operations, employees, agents, officers, directors, suppliers or customers. In addition to Crone’s right to communicate with Regulators under Section 5.A and the other exceptions to non-disclosure set forth therein, nothing in this section shall prevent Crone from providing truthful testimony in response to any subpoena, judicial process, or other government inquiry. C&F agrees that it and its executive officers will not knowingly make any public statement that materially disparages Crone; provided that nothing herein restricts truthful statements required by law, regulation, or SEC disclosure obligations.
F.Remedies. Crone acknowledges that the covenants set forth in Section 5 of this Agreement are just, reasonable, and necessary to protect the legitimate business interests of C&F. Crone further acknowledges that if Crone breaches or threatens to breach or unsuccessfully challenges any provision of Section 5, all future payments (including vesting of shares of restricted stock)otherwise due under this Agreement shall immediately cease, but C&F’s remedies at law will be inadequate, and C&F will be irreparably harmed. Accordingly, C&F shall be entitled to an injunction, both preliminary and permanent, restraining Crone from such breach or threatened breach, such injunctive relief not to preclude C&F from pursuing all available legal and equitable remedies, and being entitled to reasonable attorneys’ fees and costs only to the extent C&F is the prevailing party in such action. Except as provided for in Paragraph 8 of this Agreement, C&F shall be precluded from seeking clawback of any payments already made to Crone under this Agreement.
6.Disqualification from Performance of Duties. Should Crone be disqualified from the performance of his duties under this Agreement, or otherwise be rendered unable to perform such duties, by Federal, state or local statutes, laws, rules, regulations, or ordinances, this Agreement shall at once be terminated and C&F shall have no obligation to Crone hereunder except as may be set out in this Agreement.
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7.General Provisions.
A.This Agreement constitutes the entire agreement between the parties. Effective as of the Effective Date, this Agreement supersedes and replaces all previous agreements between the parties addressing the subject matter, including the Employment Agreement and CIC Agreement. No rights or benefits shall be triggered under the Employment Agreement and CIC Agreement due to the changes contemplated by this Agreement and the replacement of the Employment Agreement and CIC Agreement by this Agreement. Notwithstanding the foregoing, the parties agree that Section 4.E of this Agreement is intended to provide specific Change in Control protection during the Term, and to that limited extent only, the definitions in the CIC Agreement are incorporated by reference.
B.If any provision or any portion thereof contained in this Agreement is held to be invalid or unenforceable, the remainder of this Agreement or portion thereof shall be deemed severable, and shall not be affected and shall remain in full force and effect; waiver of any provision of this Agreement shall be in writing and shall not be deemed to be a waiver of any default thereafter occurring.
C.In the event of a dispute regarding the interpretation, application or enforcement of this Agreement, the parties agree that the jurisdiction for a resolution of such dispute shall be the appropriate court of law in King William County, Virginia.
D.Code Section 409A Provisions. The intent of the parties is that payments and benefits under this Agreement comply with, or comply with an exemption from the application of, Internal Revenue Code Section 409A, as amended from time to time and applicable guidance issued thereunder (“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. 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 a “separation from service” under Code Section 409A. If Crone is deemed on the date of separation from service with C&F to be a “specified employee”, within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or benefit that is required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six-month period measured from the date of Crone’s separation from service or (ii) the date of Crone’s death. 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 C&F. Notwithstanding any of the provisions of this Agreement, C&F shall not be liable to Crone 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.Clawback. Crone agrees that any incentive-based compensation or award he receives, or has received, from C&F or any subsidiary or affiliate, pursuant to this Agreement or otherwise, is subject to the terms of C&F Financial Corporation’s recoupment, clawback or similar policy as in effect on the Effective Date (or as amended thereafter only to the extent required by applicable law, SEC rule, regulation, or stock exchange requirement), or any similar policy of any subsidiary or affiliate of C&F Financial Corporation, 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).
9. Counterparts. 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. Any signature page of any such counterpart, or any electronic facsimile thereof, may be attached or appended to any other counterpart to complete a fully executed counterpart of this Agreement, and any fax, email or other electronic transmission of any signature shall be deemed an original and shall bind such party.
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WITNESS the parties hereto have executed this Agreement effective as of the date first above written.
C&F FINANCE COMPANY
Date: 6/17/26By:/s/ Jason E. Long
S. Dustin Crone
Date: 6/17/26/s/ S. Dustin Crone
AGREED TO BY:
C&F FINANCIAL CORPORATION
By: /s/ Thomas F. Cherry
Date: 6/17/26
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RELEASE
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 Transition Agreement, dated June 30, 2026, 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
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
8
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
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 General Counsel at abuxbaum@cffc.com 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
9
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.
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.
Date: _______________________
_______________________
S. DUSTIN CRONE
Date: _______________________
C&F FINANCE COMPANY
By:_______________________
Its: _______________________
Date: _______________________
C&F FINANCIAL CORPORATION
By:_______________________
Its: _______________________
10
EX-10.2
EX-10.2
Filename: cffi-20260616xex10d2.htm · Sequence: 3
Word 8.0 Generic Normal Template, rev. 4/1/97, The Legal MacPac
EXHIBIT 10.2
NONQUALIFIED SUPPLEMENTAL
DEFERRED COMPENSATION PLAN
ADOPTION AGREEMENT
This adoption agreement and the accompanying plan document have not been approved by the Department of Labor, Internal Revenue Service, Securities Exchange Commission, or any other governmental entity. Employers may not rely on this document or the accompanying plan document to ensure any particular tax consequences with respect to the Employer’s particular situation, nor do these documents constitute legal or tax advice. Pen-Cal and its employees cannot provide legal or tax advice in connection with these documents. Employers must determine the extent to which the Plan is subject to Federal or state securities laws. You should have your attorney review this document and the accompanying plan document before adopting the documents. This adoption agreement and accompanying plan document cannot be used in order to avoid penalties that may be imposed on the taxpayer.
NONQUALIFIED SUPPLEMENTAL
DEFERRED COMPENSATION PLAN
ADOPTION AGREEMENT
ADOPTION OF PLAN – [Select one]
☐
Adoption – The undersigned (the “Employer”) hereby adopts as a Nonqualified Deferred Compensation Plan for the individuals identified in Item 5 herein the form of Plan known as the Nonqualified Supplemental Deferred Compensation Plan.
☒
Amendment of Previous Nonqualified Deferred Compensation Plan – With “Grandfathered” Amounts – C&F Financial Corporation (the “Employer”) previously has adopted a Nonqualified Deferred Compensation Plan, known as the VBA Executive Deferred Compensation Plan for C&F Financial Corporation and VBA Director’s Non-Qualified Deferred Compensation Plan for Directors [enter name of previous plan], and the execution of this Adoption Agreement constitutes an amendment to that Plan, effective only for Deferrals, Contributions, earnings, gains, losses, depreciation and appreciation vested and credited thereto or debited therefrom on and after the Effective Date listed in Section 2 below, or, if otherwise determined by the Employer, on and after January 1, 2005 with respect to Plan provisions required under Section 409A of the Internal Revenue Code and the regulations thereunder. All other amounts in the plan shall be subject to the provisions of the previous plan document. This option is appropriate if the previous plan contains grandfathered amounts not subject to Section 409A of the Internal Revenue Code. Grandfathered amounts were contributed to the plan prior to January 1, 2005 under the terms of the plan in effect prior to October 4, 2004, and those plan terms have not since been materially modified. Grandfathered amounts and earnings will be administered under the terms of the prior plan document.
☐
Restatement of Previous Nonqualified Deferred Compensation Plan – (the “Employer”) previously has adopted a Nonqualified Deferred Compensation Plan, known as the [enter name of previous plan], and the execution of this Adoption Agreement constitutes a restatement of that Plan, effective as of the Effective Date listed in Section 2 below for all funds under the Plan. This option is appropriate if the previous plan does not contain “grandfathered” amounts (see description above), or if Employer wishes to apply Section 409A rules to all amounts in the plan (even pre-2005 amounts), or if previous plan has been materially modified and thus become subject to Section 409A.
NAME OF PLAN
The name of this Plan as adopted by the Employer is the [enter name of Plan] C&F Financial Corporation Non-Qualified Deferred Compensation Plan for Directors and Executives (the “Plan”).
- 2 -
INDIVIDUALIZED PLAN INFORMATION
With respect to the variable features contained in the Plan, the Employer hereby makes the following selections granted under the provisions of the Plan:
1.
Adopting Entity. The Employer adopts the Plan as:
List type of business entity (corporation, partnership, controlled group of corporations, etc.) Corporation
List each Employer adopting the Plan and Employer Identification Number (EIN):
Name of Employer:
C&F Financial Corporation
EIN:
54-1680165
Name of Employer:
Citizens and Farmers Bank
EIN:
54-0169510
Name of Employer:
C&F Mortgage Corporation
EIN:
54-1773964
Name of Employer:
C&F Finance Company
EIN:
54-0544169
Name of Employer:
EIN:
(attach additional lists as necessary)
The adopting Employers and the Employer are referred to herein collectively as the “Employer.”
Select state of controlling law (see Section 10.7 of Plan Document):
☒
State of incorporation; VA
☐
State of domicile
2.Effective Date.The “Effective Date” of the adoption of this Plan, this Plan amendment or this Plan restatement is [enter date] January 1, 2026.
3.
Plan Year. The “Plan year” of the Plan shall be [select one]:
☒
(a) the calendar year.
☐
(b) the fiscal year or other 12-month period ending on the last day of [specify month].
☐
a short Plan year beginning on , and ending on , ; and thereafter the Plan year shall be as indicated in (a) or (b) above.
4.
Plan Administrator. The “Administrator” of the Plan is Any of the CEO, CFO, Compensation Committee or Board of Directors of C&F Financial Corporation
[fill in the name(s) of the individual(s) or job title(s) or entity (such as a committee) that is (are) responsible for administration of the Plan], and such other person(s) or entity as the Employer shall appoint from time to time.
- 3 -
5.
Eligible Individuals. The following shall be eligible to participate in the Plan: [select all that apply – do not list individual names]:
☐
A select group of management or highly-compensated Employees as designated by the Employer in separate resolutions or agreements;
☒
Employee Board Members;
☒
Non-Employee Board Members;
☐
Other Service Providers (i.e., independent contractors, consultants, etc.)
☐
Employees or other Service Providers above the following Compensation threshold: [enter dollar amount] $ ;
☐
Employees with the following job titles: [enter job title(s); for example, “Vice President and above”]
☒
Other: [enter description] Participation in the Plan shall be limited to a select group of management and key employees of the Company, as determined by the Compensation Committee, Board of Directors or the CEO of C&F Financial Corp
6.
Eligibility Timing. Eligibility timing selected below shall apply uniformly to all Participant Deferrals (including Performance-Based Bonus Deferrals), as well as Employer Matching Contributions and Other Employer Contributions, unless otherwise indicated. If the Employer wishes to provide for separate eligibility rules for different types of Compensation (for example, Salary vs. Bonus), or for types of Contributions (for example, Employer Matching Contributions vs. Participant Deferrals), mark “Other” below and attach exhibits as necessary [select one]:
☐
Eligible immediately upon properly completed designation by the Plan administrator or Employer;
☐
Eligible after the following period of employment, Board service, etc. [enter number of days, months or years, for example, 90 days] ;
☒
Other [enter description]: Eligibility begins first of month following employee designation or appointment as director
7.
Types and Amounts of Participant Deferrals [select all that apply and enter minimum and maximum percentages in increments of one percent (for example, Salary minimum 0% maximum 100%). Note that no Deferral election can reduce a Participant’s Compensation below the amount necessary to satisfy required withholding for FICA/Medicare/income taxes, required Participant Contributions into another Employer-sponsored benefit plan such as medical insurance, 401(k) loan repayments, etc.]:
☒
Salary [select one]:
☒
percentage [enter minimum 0% and maximum 100%]
or
☒
fixed dollar amount [enter minimum $ ].
- 4 -
☒
Non-Performance-Based Bonus [select one]:
☒
percentage [enter minimum 0% and maximum 100%]
or
☒
fixed dollar amount [enter minimum $ ].
☒
Performance-Based Bonus [select one and enter performance period (for example, 12-month period ending each March 31 ]: performance period from 1/1 to 12/31.
☒
percentage [enter minimum 0% and maximum 100%]
or
☒
fixed dollar amount [enter minimum $ ].
☒
Commissions [select one]:
☒
percentage [enter minimum 0% and, maximum 100%]
or
☒
fixed dollar amount [enter minimum $ ].
☒
Board of Directors Fees/Retainer (note – should not include expense reimbursements):
☒
percentage [enter minimum 0% and, maximum 100%]
or
☒
fixed dollar amount [enter minimum $ ].
☐
Other Service Provider Fees or other earned income from the Employer:
☐
percentage [enter minimum % and, maximum %]
or
☐
fixed dollar amount [enter minimum $ ].
☐
401(k) Refund (amount deferred from Participant’s regular Compensation equal in value to any refund paid to Participant in that year resulting from excess deferrals in Employer’s 401(k) plan – see Subsection 2.9 of Plan document for definition.)
☐
Social Security Trigger (amount deferred pursuant to an election by the Participant to defer a separate percentage of Compensation only from that portion of Compensation that exceeds the Social Security Taxable Wage Base for the upcoming year).
☒
Other [enter description]: 1. Excess 401(k) – Participants may defer up to 100% of their Compensation beginning after their 401(k) contribution has reached the IRS maximum for the year. 2. Participants may elect to defer up to 100% of their YTD Compensation over a specific dollar amount
☐
Deferral of restricted stock units.
- 5 -
NOTE: Special Rules for Multi-Year RSU Grants Structured To Provide For Annual Vesting of a Specified Portion of the Total Grant:
☐Check this box if the Employer wishes to allow for deferral of restricted stock units that are structured so that a specified portion of the RSU grant vests annually (for example, an RSU grant over a four-year period vesting 25% annually). Under this type of grant, the election to defer may be made separately with respect to each portion of the grant that vests in a given year. However, each election for each portion of the grant must be made either: (i) within 30 days of the date of grant or each anniversary thereof, and only if the RSU is structured so that vesting is contingent on the employee performing services for at least an additional 12 months subsequent to the election; or (ii) 12 months before the payment date of the RSU (vesting date is treated as the payment date for these purposes), but the election will not take effect for 12 months, and the subsequent payout date must be at least five years later than the previous payment date).
8.
Definition of Compensation for Purposes of Making Plan Contributions [select one]:
☐
Same definition of Compensation as in Employer’s 401(k) or other applicable qualified retirement plan.
☒
Participant’s total wages, salary, commissions, overtime, bonus, etc. for a given year which the Employer is required to report on Form W-2 or other appropriate form, (or, in the case of Board members, Board fees and retainer only, but not including expense reimbursements)(or, in the case of Other Service Providers, the Participant’s total remuneration from the Employer for a given year pursuant to the agreement to provide services to the Employer), earned while the Participant is an Eligible Individual as determined by the Employer.
☐
Other [enter description]:
9.
Expiration of Participant’s Deferral Elections [select all that apply]:
☒
Renewed Each Year: Participant’s Deferral Elections must be renewed each year during the open enrollment period ending no later than December 31 prior to the effective Plan year (or, in the case of Performance-Based Bonuses, no less than 6 months prior to the end of the applicable performance period).
☒
For all types of Compensation Deferrals.
☐
For Salary Deferrals only – other types of Deferrals are “evergreen.”
☐
For Performance-Based Bonus only – other types of Deferrals are “evergreen.”
☐
Other: [specify]
- 6 -
☐
Evergreen: Participant’s Deferral Elections will be “evergreen” (i.e., will continue indefinitely until the Participant’s Termination Date unless changed by the Participant – so each year the Participant will be deemed to have the same election in place as the prior year unless actively changed by the Participant during the open enrollment period ending no later than December 31 prior to the effective Plan year or, in the case of Performance-Based Bonuses, no less than 6 months prior to the end of the applicable performance period).
☐
For all types of Compensation Deferrals.
☐
For Salary Deferrals only – other types of Deferrals are renewed each year.
☐
For Performance-Based Bonus only – other types of Deferrals are renewed each year.
☐
Other: [specify]
10.
Employer Contributions [select all that apply]:
☐(a)No Employer Contributions.
☐(b)Matching Contributions [enter description of matching formula below and also complete Items 11 and 12]
☒(c)Employer Contributions other than Matching Contributions [enter description of Employer Contribution formula below and complete Item 13]
The Employer may make SERP Employer Non-Elective Contributions as described in Attachment A to this Adoption Agreement.
11.
Employees Eligible to Receive Employer Matching Contributions. Matching Contributions made for each Plan Year (if applicable) shall be allocated and credited to the Accounts of the following Participants: [Select one if applicable]
☐
Participants who were employed by the Employer (or, in the case of non-Employee Board Members, served on the Board) during that Plan Year, or, in the case of Other Service Providers, who provided services to the Employer during that Plan Year.
☐
Participants who were employed by the Employer (or, in the case of non-Employee Board Members, served on the Board) on the last day of the Plan Year, or, in the case of Other Service Providers, who provided services to the Employer on the last day of the Plan Year.
☐
Participants who were employed by the Employer (or, in the case of non-Employee Board Members, served on the Board) on the last day of the Plan Year or who retired, died or were Disabled during the Plan Year, or, in the case of Other Service Providers, who provided services to the Employer on the last day of the Plan Year or who died or were Disabled during the Plan Year. [If this option is selected, complete Item 29 – definition of “Disability”.]
- 7 -
12.
Vesting Schedule of Employer Matching Contributions. If Matching Contributions are made to the Plan, select the rate at which such Contributions will vest [select one]:
☐
Immediate 100% vesting for all Participants.
☐
“Cliff” vesting (0% up to cliff; 100% after cliff) [select one]:
☐
1 year cliff (less than 1 year 0%; 1 or more years 100%)
☐
2 year cliff (less than 2 years 0%; 2 or more years 100%)
☐
Other cliff (enter number of years: less than years 0%; or more years 100%)
☐
“Graded” vesting [enter vesting percentages]:
1 year %
6 years %
11 years %
2 years %
7 years %
12 years %
3 years %
8 years %
13 years %
4 years %
9 years %
14 years %
5 years %
10 years %
15 years %
☐
Other vesting schedule: [describe schedule – subject to approval]
13.
Vesting Schedule of Employer Contributions (Other Than Matching Contributions). If Employer Contributions (other than Matching Contributions) are made to the Plan, select the rate at which such Contributions will vest [select one]:
☐
Immediate 100% vesting for all Participants.
☐
“Cliff” vesting (0% up to cliff; 100% after cliff) [select one]:
☐
1 year cliff (less than 1 year 0%; 1 or more years 100%)
☐
2 year cliff (less than 2 years 0%; 2 or more years 100%)
☐
Other cliff (enter number of years: less than years 0%; or more years 100%)
☐
“Graded” vesting [enter vesting percentages]:
1 year %
6 years %
11 years %
2 years %
7 years %
12 years %
3 years %
8 years %
13 years %
4 years %
9 years %
14 years %
5 years %
10 years %
15 years %
☒Other vesting schedule: [describe schedule – subject to approval] See Option 15 and Attachment A to this Adoption Agreement.
- 8 -
14.
Vesting Years. A “Vesting Year” described above for purposes of determining vesting under the Plan shall be computed in accordance with: [select one – if this is an amendment or restatement of a prior plan, definition from prior plan will override this definition.]
☐
Years of service (12-consecutive-month periods) with the Employer since date of hire (or date of commencement of Board service).
☐
Years of participation in the Plan (12-consecutive-month period between date Participant enters Plan and anniversary of such date) (if this is an amendment or restatement of a prior Plan, years of participation in prior plan will be included) (additional fees will apply if this item is selected).
☐
Plan Years since each Plan Year’s total Contributions were made (“rolling vesting”) (additional fees will apply if this item is selected). [If this option is selected, select either (a) or (b) below:]
☐(a)Vesting will be credited/updated on the last day of the Plan year.
☐(b)Vesting will be credited/updated on the anniversary of the date the Contribution is credited.
15.
Full Vesting Upon Occurrence of Specific Event. [select all that apply]
☒
100% vesting upon Normal Retirement [describe criteria such as age (can be partial year), years of service with the Employer (must be whole years of service), or years of participation in the Plan (must be whole years of participation)]
65
☒
100% vesting upon Early Retirement [describe criteria such as age (must be whole years), years of service with the Employer (must be whole years of service), or years of participation in the Plan (must be whole years of participation)]
Early Retirement with consent of the Board expressly providing for such vesting
☒
100% vesting upon Death.
☒
100% vesting upon Disability [complete Item 29 – definition of “Disability”].
☒
100% vesting upon Change in Control of the Employer [complete Items 27 and 28 – definition of “Change in Control”]
☐
100% vesting upon occurrence of other event: [describe event]
16.
Service Before Plan’s Establishment Excluded. Years of service earned prior to establishment of the Plan shall be disregarded for purposes of determining vesting under the Plan:
☐
Yes (this may be elected only if this is the establishment of a new Plan).
☒
No.
- 9 -
17.
Forfeitures for Misconduct or Violation of Non-Compete. Participants terminating employment prior to becoming 100% vested will forfeit the forfeitable percentage of their Accounts as indicated in accordance with the vesting schedule selected in Items 12 and/or 13. Participants may also forfeit 100% of their Matching and Employer Contribution Accounts (if applicable) under the following circumstances: [select any that apply]:
☐
Misconduct (termination for Cause). [enter definition of Misconduct or Cause below]
☐
Engaging in competition with the Employer. [enter definition of engaging in competition below]
18.
Employer Stock as Deemed Investment Option. If Employer stock will be a deemed investment option, indicate below how shares are to be tracked: [select one]
☐
Partial and whole shares.
☐
Unitized fund.
19.
In-Service Distributions. If the Employer elects below, the Plan will allow distributions of Participant Deferral Contributions to be made to Participants while they are still employed (“In-Service Distributions”), if they elect a fixed distribution date during the regular election period. [Select one]
☐
No, In-Service Distributions will not be permitted.
☒
Yes, In-Service Distributions will be permitted. [select one ].
☒
For All Participant Deferral Contributions
☐
For Participant Compensation Deferral Contributions (other than Performance-Based Bonus) only.
☐
For Participant Performance-Based Bonus Deferral Contributions.
☒
For Employer Contributions. [if selected, employer contributions must be 100% vested, and additional fees may apply]. If Employer wishes to limit inservice withdrawals to specific types of Employer Contributions, enter details below:
[Note – if “Yes” is elected above and the Plan will allow In-Service Distributions, please indicate if Participant will be permitted to make a “pushback” subsequent election to defer the original distribution date at least five years in accordance with Plan provisions (see subsection 9.1 of Plan document – note that election must be made 12 months prior to original distribution date and election will not take effect for 12 months) ☒ Yes ☐ No]
- 10 -
Please indicate the number of years a Participant must defer payment(s) until In-Service Distribution(s) may begin:
☐
2 Years after the Calendar Year for which the deferral is effective
☒
1 Years after the Calendar Year for which the deferral is effective
Please indicate if separate In-Service Distribution Dates are allowed for each Type of Participant Deferral selected in Item 7:
☒
No (single distribution date allowed per Plan Year)
☐
Yes (requires additional tracked sources per Plan Year)
20.
In-Service Distributions – Form and Timing of Payment. In-Service Distributions shall be made to Participants in the following form: [Select one]
☐
Lump Sums Only (allows a percentage up to 100% to be elected for distribution)
☒
Either 100% in Lump Sums or 100% in Installments.
[Note – please indicate if Participant will be permitted to make a subsequent election to change the installments in accordance with Plan provisions (see subsection 9.2 of Plan document) ☒ Yes ☐ No]
21.
Unforeseeable Emergency Distributions Dates. If the Employer elects below, the Plan will allow distributions to be made to Participants while they are still employed if they meet the criteria for an unforeseeable emergency financial hardship (“Unforeseeable Emergency Distributions”). Both Participant Deferral Contributions and Vested Employer Contributions can be distributed in the event of an eligible Unforeseeable Emergency Distribution event. [Select one]
☐
No, Unforeseeable Emergency Distributions will not be permitted.
☒
Yes, Unforeseeable Emergency Distributions will be permitted. [select one below].
☐
For active Participants only.
☒
For active Participants, terminated Participants and Beneficiaries.
- 11 -
22.
Form of Distributions (at Termination of Employment or Death). Distributions will be made to Participants upon Termination of Employment with the Employer or Death of the Participant as follows [select one]
☐
Lump sum only.
☐
Lump sum unless installments elected, but can only receive installments if Participant meets the following criteria [select all that apply – if item not selected below, then Participants in that category will receive lump sum only]:
☐
Retirement [describe criteria such as age (can be partial year), years of service with the Employer (must be whole years of service), or years of participation in the Plan (must be whole years of participation)]
☐
Early Retirement [describe criteria such as age (must be whole years), years of service with the Employer (must be whole years of service), or years of participation in the Plan (must be whole years of participation)]
☐
Termination (other than for Misconduct, Cause or Violation of Non-Compete)
☒
Lump sum unless installments elected, and Participant may receive installments regardless of reason for Termination of Employment.
[Note – if Installments are elected above, please complete Item 26. Also indicate if Participant will be permitted to make a subsequent election to change the number of installments in accordance with Plan provisions (see subsection 9.2 of Plan document) ☒ Yes ☐ No]
23.
Distribution Upon Disability. If the Employer selects below, the Plan will allow distributions to be made to Participants upon Disability but while they are still employed if they meet the criteria for Disability in Item 29 below. The form of distribution will be the same as for Termination of Employment, or as elected by the Participant.
☐
No, distribution upon Disability will not be permitted.
☒
Yes, distributions upon Disability will be permitted. [complete Item 29 – definition of “Disability”].
24.
Expiration of Participant’s Distribution Elections [select one]:
☒
Renewed Each Year: Participant’s Distribution Election must be selected each year during the open enrollment period for the following year’s contributions – if no new election is made, that year’s contributions default to payment in the form of a lump sum. In-Service Distribution Elections must be made by participants each year.
☐
Evergreen: Participant’s Distribution Election will be “evergreen” (i.e., will continue indefinitely for each year’s contributions until the Participant’s Termination Date unless changed by the Participant – so each year the Participant will be deemed to have the same distribution election in place as the prior year unless actively changed by the Participant at open enrollment, and the change will only be applicable to future contributions). In-Service Distribution Elections may not be treated as evergreen.
- 12 -
25.
Distributions Upon Change in Control: If Employer elects below, distributions will be made to Participants upon Change in Control of the Employer (without a termination of employment of the Participant), as follows [select one, and complete Items 27 and 28 below (definition of “Change in Control”)]
☐
No, Distributions upon Change in Control will not be permitted.
☐
Yes, Distributions upon Change in Control will be permitted, in a lump sum only.
☒
Yes, Participants may elect to stay in the plan or have their account distributed upon Change in Control. Distributions upon Change of Control may be made in a lump sum or instatements as elected by the Participant.
26.
Length of Installments (if Installment Distributions permitted in Item 20, 22 and/or Item 25 above) [indicate length below]:
Annual installments over no fewer than 2 [enter minimum number of years – must be at least 2] and no more than 10 years at Participant’s election [enter maximum number of years].
27.
“Change in Control” – Dates of Distribution. Distributions upon a Change in Control shall occur upon the date that [select all that apply – see Subsection 9.9 of the Plan document for more details]:
☒
A person or group acquires more than 50% of the total fair market value or voting power of the stock of the corporation (select definition of “corporation” in Item 28 below).
☒
A person or group acquires ownership of stock of the corporation with at least 30% of the total voting power of the corporation (select definition of “corporation” in Item 28 below).
☒
A person or group acquires assets from the corporation having a total fair market value of at least 40% of the value of all assets of the corporation immediately prior to such acquisition. (select definition of “corporation” in Item 28 below).
☒
A majority 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 board as constituted prior to the appointment or election (select definition of “corporation” in Item 28 below).
28.
“Change in Control” – Which Corporation the Change Relates. Distributions upon a Change in Control shall be made only if the Change in Control relates to the corporation selected below: [select all that apply]:
☒(a)The corporation for whom the Participant is performing services at the time of the Change In Control event.
☒(b)The corporation liable for payments from the Plan to the Participant.
☒(c)A corporation that is a majority shareholder of a corporation described in (a) or (b) above.
☒(d)Any corporation in the chain of corporations in which each corporation is a majority shareholder of another corporation in the chain, ending in a corporation described in (a) or (b) above.
- 13 -
29.
Definition of “Disability.” A Participant shall be considered “Disabled” if [select one]:
☐
by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of at least 12 months, the Participant is receiving income replacement benefits for at least 3 months under accident and health plans of the Employer;
☐
the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months;
☐
the Participant is deemed to be totally disabled by the Social Security Administration;
☒
the Participant is determined to be disabled in accordance with a disability insurance program offered by the Employer.
30.
Distributions to “Key Employees” – Investment. In order to comply with Internal Revenue Code Section 409A, distributions to “key employees” (see subsection 9.3 of the Plan Document for definition) of publicly traded companies made due to employment termination cannot be made within 6 months of the employment termination date. If distribution to a key employee must be delayed to comply with this 6-month rule, indicate below how Account balances of such a Participant will be invested during the period of delay [select one]:
☐
Valued as of most recent Valuation Date and held at the Employer without allocation of additional gains or losses after such Valuation Date until payment can be made.
☒
Remain invested as if termination date had not occurred, then valued as of most recent Valuation Date and distributed.
31.
QDRO Distributions. The Employer may elect whether distributions from a Participant’s Account shall be permitted upon receipt by the Plan Administrator of a Qualified Domestic Relations Order relating to a marital dissolution or separation that provides for payment of all or a portion of a Participant’s Accounts to an alternate payee (spouse, former spouse, children, etc.). [Indicate below whether QDRO distributions will be permitted]:
☐
No, QDRO Distributions will not be permitted.
☒
Yes, QDRO Distributions will be permitted.
32.
Additional Survivor Death Benefit from Life Insurance. In the event that life insurance is utilized as a funding vehicle for the Plan, the Employer may wish to provide additional Survivor Benefit from the following options: [select one]
☒
No additional Survivor Benefit offered, but rather Participant’s vested Account balance.
☐
Face value of life insurance policy of Participant, if any.
☐
Greater of (a) face value of life insurance policy of Participant, if any, or (b) Participant’s vested Account balance.
☐
Other: [enter amount or formula]
- 14 -
33.
Payment of Plan Expenses. Plan expenses may be paid as follows: [select one]
☐
Directly by the Employer.
☒
Deducted from the Participant accounts and Plan’s trust or other custodial account (mutual fund plans only, if applicable).
34.
“De Minimis” Small Amount Cashouts. If selected by the Employer, Participant account balances that do not exceed a certain threshold amount will be automatically cashed out upon the Participant’s Termination of Employment or Death, as provided below [select one]
☒
Yes, amounts that do not exceed a threshold dollar amount will automatically be cashed out IRS 402(g) limit
☐
No, no “de minimis” small amounts will be cashed out.
By signing this Adoption Agreement, the Employer certifies that it has consulted with legal counsel regarding the effects of the Plan, as applicable, on all parties. The Employer further certifies that it has and will limit participation in the Plan to a select group of management or highly compensated Employees, Board Members or Other Service Providers, as determined by the Employer in consultation with legal counsel. The Employer further certifies that it is the Employer’s sole responsibility to ensure that each Participant with the right to direct deemed investments under the Plan that are based on securities issued by the Employer or a member of its controlled group (as defined in Code Section 414(b) and (c)) will receive a prospectus for any such deemed investment option based on such Employer securities.
The Employer is solely responsible for its compliance with applicable laws, including Federal and state securities and other applicable laws.
Only those elections that are completed shall be considered as provisions applicable to and forming a part of the Plan.
This Adoption Agreement may only be used in conjunction with the Plan document. All selections in the Adoption Agreement providing for customized or “other” plan provisions are subject to review for administrative feasibility, and may be subject to additional fees.
Terms used in this Adoption Agreement which are defined in the Plan document shall have the meaning given them therein.
The Employer hereby acknowledges that it is adopting this Nonqualified Supplemental Deferred Compensation Plan. Federal legislation or other changes in the law relating to nonqualified deferred compensation or other employee benefit plans may require that the Plan be amended.
* * *
- 15 -
The undersigned duly authorized owner, or officer of the Employer hereby executes the Plan on behalf of the Employer.
Dated this 18th day of June, 2026.
________
Employer
By
Jason E. Long
Its
Executive Vice President and Chief Financial Officer
- 16 -
ATTACHMENT A
TO THE ADOPTION AGREEMENT FOR
C&F FINANCIAL CORPORATION
NON-QUALIFIED DEFERRED COMPENSATION PLAN
FOR DIRECTORS AND EXECUTIVES
(As Restated Effective January 1, 2026)
Applicable to Employer Contributions
for Plan Years Beginning on or after January 1, 2026
Pursuant to authorization of the Board of Directors of C&F Financial Corporation (the “Board”), the following additions are made to the Adoption Agreement for the C&F Financial Corporation Non-Qualified Deferred Compensation Plan for Directors and Executives, as restated and amended effective January 1, 2026, in the form of the VOYA (Pen-Cal) Nonqualified Supplemental Deferred Compensation Plan and related Adoption Agreement and as amended from time to time (the “Plan”):
1. Continued Application of the C&F Financial Corporation Non-Qualified Deferred Compensation Plan Effective January 1, 2023. All Employee Deferrals and Employer Contributions attributable to compensation earned before January 1, 2026, are governed by the terms of the C&F Financial Corporation Non-Qualified Deferred Compensation for Directors and Executives including the Attachment A effective January 1, 2023 (or such prior plans referenced therein). Notwithstanding, the Board or its Compensation Committee may continue to exercise the right to provide more favorable vesting for a Participant with respect to pre-2026 accounts in the same manner as described in Attachment A of the Plan prior to this restatement (or, if applicable, Attachment I and Attachment II of the Plan effective prior to January 1, 2023).
2. Designation as a Participant Eligible for Employer Contributions. Eligibility of an Employee for participation in the Employer Contributions requires designation by the Board or the Compensation Committee of the Board (the “Compensation Committee”). A Participant who may be entitled to a SERP Employer Non-Elective Contribution is sometimes referred to as a SERP Participant for this purpose.
3. SERP Employer Non-Elective Contributions. Unless otherwise provided by the Board or the Compensation Committee, one or more Employer Non-Elective Contributions shall be made on behalf of a Participant who is a SERP Participant for a Plan Year in such amount(s), if any, as determined in writing by the Board or the Compensation Committee at or prior to the time the contributions are made. Each such Employer Non-Elective Contribution is referred to as a SERP Employer Non-Elective Contribution and shall be allocated to the Employer Contribution Account SERP subaccount. Separate subdivisions of such account shall be maintained for each portion of the SERP Employer Non-Elective Contribution that is subject to a different vesting schedule (including any portion declared by the Board or Compensation Committee to be fully vested at the time such Contribution is made).
4. Vesting in and Payment of Employer Contribution Account SERP Subaccount.
(a)Except as otherwise provided in item 4(b) of this Attachment A to the Adoption Agreement for the Plan, the Employer Contribution Account SERP subaccount of a SERP Participant shall become vested as described in Option 15 of the Adoption Agreement.
- 17 -
(b)The Board or the Compensation Committee may determine the vesting provisions for each Employer Contribution Account SERP subaccount of a SERP Participant and may determine that different vesting provisions may apply to multiple Employer Contribution Account SERP subaccounts for any SERP Participant during the same Plan Year. If other vesting provisions are provided by the Board or the Compensation Committee with respect to each Employer Contribution Account SERP subaccount of any SERP Participant for any Plan Year, such vesting shall be established when the Board or Committee approves the Employer Non-Elective Contribution, provided that the Board or Compensation Committee may accelerate vesting by later action. Unless provided otherwise by the Board or the Compensation Committee or unless Section 4(a) applies, vesting provisions shall begin at zero for each Employer Non-Elective Contribution and shall be based on future service following the Plan Year for which the Employer Non-Elective Contribution is made.
(c)Unless otherwise provided by the Board or the Compensation Committee of the Board with respect to the Employer Contribution Account SERP subaccount of any SERP Participant or unless otherwise elected by the Participant specific to his Employer Contribution Account SERP subaccount no later than the date the first contribution by the Employer to the Participant’s Employer Contribution Account SERP subaccount is made (or alternatively on a year by year basis before the beginning of the year in question), a SERP Participant’s Employer Contribution Account SERP subaccount shall be paid at the same time and in the same form as the Employee Deferral for a Plan Year; provided, however, if no Participant election has been made with respect to such Accounts for a Plan Year, the default time and form of payment shall be a lump sum payment, made six months and one day following Separation from Service for reasons other than death. Any such special payment provisions shall be in writing and shall provide for payment at a time and in a form permitted under the Plan.
IN WITNESS WHEREOF, C&F Financial Corporation, as the Plan Sponsor, has caused its name to be signed to Attachment A by its duly authorized officer as of the date noted below.
Dated: 6/18/26C&F Financial Corporation, Plan Sponsor
By:/s/ Jason E. Long
Its Executive Vice President and Chief Financial Officer
- 18 -
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C & F FINANCIAL CORPORATION
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VA
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