Form of Time-Based Restricted Stock Agreement (cliff vesting) (approved March 29, 2018) for awards to certain non-employee directors under the Old Point Financial Corporation 2016 Incentive Stock Plan

Award of Shares.  Under the terms and conditions of the Plan, the Board has awarded to the Participant a restricted stock award as of the Award Date covering <<NUMBER>> shares of Stock (the "Award Shares"), subject to the terms, conditions and restrictions set forth in this Agreement.

Period of Restriction and Vesting in the Award Shares.

If the Participant's service as a member of the Board of Directors of the Company and its subsidiaries is terminated during the Period of Restriction due to his or her death or Disability (as determined by the Committee in its sole discretion), any remaining Period of Restriction applicable to the Award Shares at the date of such termination of service shall automatically terminate and such Award Shares shall be free of restrictions and freely transferable as of such date.

If the Participant's service as a member of the Board of Directors of the Company and its subsidiaries is terminated during the Period of Restriction due to retirement [(as defined in the applicable Company policy on the Award Date)] [at or after age [●], with [●] full years of service,] with the consent of the Committee ("Retirement"), any remaining Period of Restriction applicable to the Award Shares at the date of such termination of service shall automatically terminate and such Award Shares shall be free of restrictions and freely transferable as of such date.

If the Participant's service as a member of the Board of Directors of the Company and its subsidiaries is terminated during the Period of Restriction for any reason not set forth in Section 2(b)(i) or Section 2(b)(ii), and not occurring in connection with a Change in Control, the Committee may, in its sole discretion, waive the automatic forfeiture of any or all unvested Award Shares otherwise provided in Section 6 and provide for such vesting as it deems appropriate subject to such new restrictions, if any, applicable to such Award Shares as it deems appropriate.

If a "Change in Control" of the Company occurs during the Period of Restriction and the Participant has remained in service as a member of the Board of Directors of the Company or any of its subsidiaries through the date such "Change in Control" occurs, any remaining Period of Restriction applicable to the Award Shares at the date such Change in Control occurs shall automatically terminate and such Award Shares shall be free of restrictions and freely transferable as of such date.

Except as contemplated in Section 2(a) or 2(b), the Award Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated during the Period of Restriction; provided, however, that this Section 2(c) shall not prevent transfers by will or by the applicable laws of descent and distribution.

Stock Certificates.  The Award Shares shall be registered on the Company's stock transfer books in the name of the Participant in book-entry or electronic form or in certificated form as determined by the Committee.  If issued in certificated form, physical possession of the stock certificate(s) shall be retained by the Company until such time as the Period of Restriction terminates and such Award Shares become transferable or are forfeited hereunder.

Voting Rights.  During the Period of Restriction, the Participant may exercise full voting rights with respect to the Award Shares.

Dividends and Other Distributions.  During the Period of Restriction, the Participant shall be entitled to receive all dividends and other distributions paid with respect to the Award Shares (other than dividends or distributions that are paid in shares of Stock).  If, during the Period of Restriction, any dividends or distributions paid with respect to the Award Shares are paid in shares of Stock, such shares shall be registered in the name of the Participant and, if issued in certificated form, deposited with the Company as provided in Section 3, and such shares shall be subject to the same restrictions on vesting and transferability as the Award Shares with respect to which they were paid.

Forfeiture on Termination of Service.  If the Participant's service as a member of the Board of Directors of the Company and its subsidiaries ceases prior to the end of the Period of Restriction and Paragraph 2(b) does not apply or has not applied, then any Award Shares subject to restrictions at the date of such termination of service shall be automatically forfeited to the Company upon the date of such termination of service.

No Right to Continued Service.  Nothing under the Plan or in this Agreement shall confer upon the Participant any right to continued affiliation with the Company or its subsidiaries (including service as a member of the Board of Directors of the Company or any subsidiary) or in any way affect the Company's right to terminate Participant's service without prior notice at any time for any or no reason (subject to applicable law and the terms of any agreement between the Participant and the Company or a subsidiary).

Certain Tax Matters.  The Participant shall provide the Company with a copy of any election made pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended from time to time, and similar provision of state law (collectively, an "83(b) Election").  If the Participant wishes to make an 83(b) Election, he or she must do so within a very limited period of time.  The Participant acknowledges that he or she has been advised to consult with his or her tax advisor to determine if an 83(b) Election is appropriate and further acknowledges that the Participant is solely responsible for the payment of any taxes that may be due to any federal, state or local tax authority and the Company is under no obligation to ensure any such taxes are paid by the Participant.

Administration.  The Committee shall have full authority and discretion (subject only to the express provisions of the Plan) to decide all matters relating to the administration and interpretation of the Plan and this Agreement.  All such Committee determinations shall be final, conclusive and binding upon the Company and the Participant.

Notices.  Any notice to the Company required under or relating to this Agreement shall be in writing and addressed to:

Governing Law.  This Agreement shall be construed and administered in accordance with and governed by the laws of the Commonwealth of Virginia.

Successors.  This Agreement shall be binding upon and inure to the benefit of the successors, assigns, heirs and legal representatives of the respective parties.

Entire Agreement; Amendment and Termination.  This Agreement contains the entire understanding of the parties.  No amendment or termination of this Agreement that would be adverse to the rights of the Participant shall be made by the Board, the Committee or the plan administrator at any time without the written consent of the Participant.  No amendment or termination of the Plan will adversely affect the right, title and interest of the Participant under this Agreement or to the Award granted hereunder without the written consent of the Participant.

Severability.  The various provisions of this Agreement are severable in their entirety.  Any determination of invalidity or unenforceability of any one provision shall have no effect on the continuing force and effect of the remaining provisions.

Capitalized Terms.  Capitalized terms in this Agreement have the meaning assigned to them in the Plan, unless this Agreement provides, or the context requires, otherwise.

Plan and Prospectus.  A copy of the Plan, as well as a prospectus for the Plan, has been provided to the Participant, and the Participant acknowledges receipt thereof.

Electronic Delivery and Signatures.  The Participant hereby consents and agrees to electronic delivery of share(s) of Stock, Plan documents, proxy materials, annual reports and other related documents.  If the Company establishes procedures for an electronic signature system for delivery and acceptance of Plan documents, the Participant hereby consents to such procedures and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature.  The Participant consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan.