Directors' Compensation Policy for The Old Point National Bank of Phoebus and Old Point Trust & Financial Services, N.A.

Summary

This agreement outlines the compensation structure for non-employee directors of The Old Point National Bank of Phoebus and Old Point Trust & Financial Services, N.A. Non-employee directors receive fees for attending board and committee meetings, annual retainers, and additional retainers for certain leadership roles. The company reimburses travel and related expenses for directors living outside Virginia and covers seminar attendance costs for directors and their spouses. Non-employee directors are eligible for equity awards under the 2016 Incentive Stock Plan. No extra fees are paid for serving as a director of the parent company.

EX-10.5 2 ex-10-5.htm EXHIBIT 10.5, DIRECTORS' COMPENSATION

EXHIBIT 10.5

Directors' Compensation

All non-employee directors of The Old Point National Bank of Phoebus (the Bank) and Old Point Trust & Financial Services, N.A. (the Trust Company) receive $500 and $300, respectively, for each board meeting they attend. The non-employee directors of the Bank and Trust Company receive $150 for each committee meeting they attend except for the Bank's Investment Committee meetings, for which members receive $100 for attendance, and the Bank's Directors Loan Committee and Audit Committee meetings, for which members receive $200 for attendance.

In addition, non-employee directors of the Bank and Trust Company receive an annual retainer fee of $10,000 and $3,000, respectively. In addition, the chairman of the Audit Committee and the chairman of the Trust Company Board receive an additional $2,000 annual retainer, the Lead Director of the Bank Board receives an additional $7,000 annual retainer, and the chairman of the Directors Loan Committee receives an additional $1,000 annual retainer.

All directors of Old Point Financial Corporation (the Company) have been elected as directors of the Bank, but there is no assurance that this practice will continue. However, not all Company directors serve as directors of the Trust Company. There are no additional fees paid for being a Company director.

The Company reimburses travel, lodging and meal expense for all directors living outside of Virginia to attend board and committee meetings. The Company also pays for all directors and their spouses to attend regular director seminars.

Non-employee directors were eligible to receive awards of non-qualified stock options under the Company's 1998 Stock Option Plan; however, the 1998 Stock Option Plan expired in 2008, and no further awards may be granted under the plan.

Non-employee directors are eligible to receive equity compensation awards under the Company’s 2016 Incentive Stock Plan.