Employment Agreement (Amended and Restated) dated February 15, 2022 by and between C&F Mortgage Corporation and Mark Fox
EXHIBIT 10.39
EMPLOYMENT AGREEMENT
(AMENDED AND RESTATED)
THIS AGREEMENT made as of the 15th day of February, 2022, by and between C&F MORTGAGE CORPORATION (C&F), Virginia Corporation and MARK FOX (Fox):
RECITAL
This Agreement originally entered into as of December 19, 2006, and as amended and restated as of January 1, 2013, is now being amended and restated to reflect changes in annual salary, the confidentiality covenant and the clawback provisions.
WITNESSETH:
That for and in consideration of the mutual covenants contained herein, the parties hereto do agree as follows:
During the period of his employment with C&F, Fox will devote his exclusive efforts toward the establishment and operation of C&F. He will not engage in any activities which would conflict with the present or future enterprises of C&F and will use his best efforts to promote the present and future welfare of C&F in all his business and social dealings.
In addition, C&F will pay to Fox a bonus equal to a percentage of the ____ (calculated according to Generally Accepted Accounting Principles) (____) realized by C&F, according to the following schedule:
The bonus will be computed at the end of each month and will be paid prior to the end of the next month, except as limited by the next sentences. The bonus computation will be based upon 80% of the annualized year-to-date results and will be adjusted at year-end based upon final results in order that the total bonus will be equal to the appropriate percentage of year end ____. Any amount due based on the adjustment after the end of any calendar year will be paid no later than 60 days after the end of such calendar year.
For purposes of this paragraph, ____ (as defined in Section 2) shall be calculated for the 12 months immediately preceding the buyout. Such buyout payments shall be paid in a lump sum within 30 days of Fox’s termination of employment.
-2-
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 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.
-3-
-4-
WITNESS the following signatures and seals as of the day, month and year first above written.
| C&F Mortgage Corporation |
| |
Date: 2/15/2022 | By: /s/ Larry G. Dillon |
| |
Date: 2/15/2022 | /s/ Mark Fox |
-5-
Schedule A
[Second Amended and Restated Change in Control Agreement dated February 15, 2022 by and between C&F Financial Corporation, C&F Mortgage Corporation and Mark Fox]
-6-