C&F Financial Corporation 2022 Stock and Incentive Compensation Plan
EXHIBIT 10.1
C&F FINANCIAL CORPORATION
2022 STOCK AND INCENTIVE COMPENSATION PLAN
(Effective April 19, 2022)
Establishment, Purpose, and Duration
Definitions
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For purposes of any Award that is subject to Section 409A of the Code, this definition shall be narrowed as required to comply, and shall be interpreted consistent, with the requirements of Section 409A of the Code.
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Administration
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Notwithstanding any provision of the Plan to the contrary, and except to the extent that the Committee determines otherwise: (i) transactions by and with respect to Section 16 Persons shall comply with any applicable conditions of SEC Rule 16b-3; and (ii) every provision of the Plan shall be administered, interpreted, and construed to carry out the foregoing provisions of this sentence.
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Stock Subject to the Plan
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Eligibility
Persons eligible to participate in the Plan and receive Awards are all employees of the Company and its Subsidiaries who, in the opinion of the Committee, are Key Employees and merit becoming Participants and all Non-Employee Directors and Consultants who, in the opinion of the Committee, merit becoming Participants. The grant of an Award shall not obligate the Company to pay a Key Employee, Non-Employee Director or Consultant any particular amount of remuneration, to continue the employment of a Key Employee or the service of a Non-Employee Director or Consultant after the grant, or to make further grants to a Key Employee, Non-Employee Director or Consultant at any time thereafter.
Stock Options
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Restricted Stock
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The sale or other transfer of the shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer set forth in the C&F Financial Corporation 2022 Stock and Incentive Compensation Plan, in the rules and administrative procedures adopted pursuant to such Plan, and in a restricted stock agreement dated ____________. A copy of the Plan, such rules and procedures, and such restricted stock agreement may be obtained from the Secretary of C&F Financial Corporation.
Restricted Stock Units
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Other Stock-Based Awards
Subject to the terms of the Plan, the Committee may grant other forms of equity-based Awards not described above which the Committee determines to be consistent with the purpose of the Plan and the interests of the Company, subject to such terms as shall be determined by the Committee, including, without limitation, Performance Goals or other criteria which must be satisfied or achieved, completion of a specified period of service with the Company, a combination of any of the foregoing factors or such other factors as determined by the Committee consistent with the Plan. Such Awards shall be payable in Shares, to the extent earned, and no Participant shall have any rights of ownership unless and until the underlying Shares are issued to the Participant.
Performance-Based Compensation Awards
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Any Performance Goal(s) may be used to measure the performance of the Company as a whole or any subsidiary, division, business unit, line of business or business segment of the Company or any combination thereof, as the Committee may deem appropriate. Such performance may be measured on a diluted or non-diluted basis, in absolute terms or measured against or in relationship to a pre-established target, the Company's budget or budgeted results, previous period results, and/or relative to the performance of a group of other companies or a published or special index that the Committee, in its sole discretion, deems appropriate, or any combination thereof. Performance Goals may include a threshold level of performance below which no payment or vesting may occur, levels of performance at which specified payments or specified vesting will occur, and a maximum level of performance above which no additional payment or vesting will occur.
In its discretion, the Committee may provide for any Performance Goal to include or exclude the effects of events that occur during the relevant period, including, without limitation: (i) extraordinary, unusual and/or non-recurring items of gain or loss; (ii) other non-recurring items; (iii) material extraordinary items that are both unusual and infrequent; (iv) non-budgeted items; (v) an event or series of events either not directly related to the operations of the Company or not within the reasonable control of the Company’s management; (vi) asset write-downs; (vii) litigation or claim judgments or settlements; (viii) the effect of changes in tax laws, accounting principles, or other laws or regulations or provisions affecting reported results under the applicable Performance Goal(s); (ix) any reorganization and restructuring programs; (x) acquisitions or divestitures and (xi) discontinued operations and dispositions of business units or segments. Satisfaction or achievement of Performance Goals shall be evaluated and determined by the Committee in its judgment under the provisions of the Plan and the applicable Agreement, and any determination by the Committee shall be final, conclusive and binding.
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The Committee shall determine the Performance Period during which a Performance Goal must be met, and satisfaction or achievement of Performance Goals shall be subject to certification by the Committee. To the extent permitted in the Agreement, the Committee may, in its discretion, adjust the compensation or economic benefit due upon satisfaction or achievement of Performance Goals and adjust the Performance Goals themselves and/or the length of the Performance Period in which one or more Performance Goals must be achieved.
Change in Control
In the event of a Change in Control of the Company, the Committee, as constituted before such Change in Control, in its sole discretion and without the consent of any Participant (except that it may not take any action which would cause any Award not to comply with Section 409A of the Code) may, as to any outstanding Award, either at the time the Award is made or any time thereafter, take any one or more of the following actions: (i) provide for the acceleration of the vesting, delivery and exercisability of and the lapse of time-based and/or performance-based vesting restrictions with respect to any such Award so that such Award may be exercised or realized in full on or before a date initially fixed by the Committee; (ii) provide for the purchase, settlement or cancellation of any such Award by the Company for an amount of cash equal to the amount which could have been obtained upon the exercise of such Award or realization of such Participant’s rights had such Award been currently exercisable or payable; (iii) provide for the replacement of any such Stock-settled Award with a cash-settled Award; (iv) make such adjustment to any such Award then outstanding as the Committee deems appropriate to reflect such Change in Control; or (v) cause any such Award then outstanding to be assumed, or new rights substituted therefor, by the acquiring or surviving corporation in such Change in Control. Where an Award is subject to or falls under an exemption from Section 409A of the Code, this Article XI will be applied in a manner so as to comply with Section 409A of the Code or to maintain the exemption from Section 409A of the Code, as applicable.
Amendment, Modification and Substitution of Awards
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Amendment, Modification and Termination of the Plan
Beneficiary Designations
A Participant may designate a Beneficiary to receive any Options that may be exercised after his death or to receive any other Award that may be paid after his death, as provided for in the Agreement. If the Agreement does not address when a Beneficiary can receive an Award, the following rules shall apply: (1) with regard to an Option, the Beneficiary shall have up to one (1) year to exercise any vested Options, but in no event may an Option be exercised after the expiration of its term, and (2) with regard to other Awards, the Beneficiary shall only have a right to receive the Award if the Award is fully earned and payable at or prior to the death of the Participant, as determined by the Committee in its sole discretion. Such designation and any change or revocation of such designation shall be made in writing in the form and manner prescribed by the Committee (or its delegee). In the event the designated Beneficiary dies prior to the Participant, or in the event that no Beneficiary has been designated, any Awards that may be exercised or paid following the Participant's death shall be transferred or paid in accordance with the Participant’s will or the laws of descent and distribution. If the Participant and the designated Beneficiary shall die in circumstances that cause the Committee (or its delegee), in its discretion, to be uncertain which shall have been the first to die, the Participant shall be deemed to have survived the Beneficiary.
Restrictions on Stock Transferability
The Committee shall impose such restrictions on any Shares acquired pursuant to an Award under the Plan as it may deem advisable, including, without limitation, restrictions under the applicable federal securities law, under the requirements of any stock exchange upon which such Shares are then listed or quoted and under any blue sky or state securities laws applicable to such Shares. In addition to applicable restrictions above, the Committee may impose such restrictions on any Shares delivered to a Participant in settlement of an Award as it may deem advisable in its sole and absolute discretion, including, without limitation, restricting transferability and/or designating such Shares as Restricted Stock or Shares subject to further service, performance, consulting or non-competition period or non-solicitation period after settlement. Any Stock acquired pursuant to an Award under the Plan shall, if issued in book-entry form, be subject to and, if issued in certificated form, bear a legend referencing the restrictions on such Stock,
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which legend may be similar to the legend placed on certificates pursuant to Section 7.5 herein. The Committee may require each Participant purchasing or acquiring Shares pursuant to an Option or other Award to represent to and agree with the Company in writing that such Participant is acquiring the Shares for investment and not with a view to the distribution thereof and that he will make no transfer of the same except in compliance with any rules and regulations in effect at the time of transfer under the applicable federal and state securities laws or any other applicable law. No Shares shall be issued hereunder unless the Company shall have determined that such issuance is in compliance with, or pursuant to an exemption from, all applicable federal and state securities laws.
Withholding
Successors
All obligations of the Company under the Plan, with respect to Awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the business and/or assets of the Company.
General
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Omnibus Code Section 409A Provision
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