Employment Agreement dated December 23, 2021 by and among C&F Financial Corporation, Citizens and Farmers Bank and Jason E. Long
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, 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:
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.
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.
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.
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
At Executive’s home address as shown on the records of Company.
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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
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:
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,
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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 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;
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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 ________________________________________ 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,
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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.
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DateJASON E. LONG
CITIZENS AND FARMERS BANK
C&F FINANCIAL CORPORATION
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