Old Point Financial Corp Sample Contracts

SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • July 16th, 2021 • Old Point Financial Corp • National commercial banks • Virginia

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of July 14, 2021, and is made by and among Old Point Financial Corporation, a Virginia corporation (the “Company”), and the purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).

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CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • December 21st, 2023 • Old Point Financial Corp • National commercial banks • Virginia

THIS CHANGE OF CONTROL SEVERANCE AGREEMENT (the “Agreement”), effective this 15th day of December, 2023, by and between The Old Point National Bank of Phoebus (the “Bank”) and Paul M. Pickett (“Employee”).

Contract
Employment Agreement • February 28th, 2018 • Old Point Financial Corp • National commercial banks • Virginia
OLD POINT FINANCIAL CORPORATION TIME-BASED RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • April 3rd, 2018 • Old Point Financial Corp • National commercial banks • Virginia

This Time-Based Restricted Stock Agreement (this "Agreement") is entered into as of <<AWARD DATE>> (the "Award Date") pursuant to Article VII of the Old Point Financial Corporation 2016 Incentive Stock Plan (the "Plan") and evidences the grant of Restricted Stock and the terms, conditions and restrictions pertaining thereto (the "Award") to <<NAME>> (the "Participant").

LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT
Endorsement Method Split Dollar Plan • March 12th, 2010 • Old Point Financial Corp • National commercial banks • Virginia

The respective rights and duties of the Bank and the Insured in the above-referenced policy shall be pursuant to the terms set forth below:

RETIREMENT AGREEMENT, WAIVER AND GENERAL RELEASE
Retirement Agreement, Waiver and General Release • March 16th, 2018 • Old Point Financial Corp • National commercial banks

This Retirement Agreement (the "Agreement") dated March 10, 2017 confirms the following understandings and agreements with Old Point Financial Corporation, its officers, directors, employees, agents, successors, assigns, affiliates, and subsidiaries, including but not limited to, The Old Point National Bank of Phoebus and Old Point Trust & Financial Services, N.A., along with their affiliates, successors, assigns, officers, directors, employees, and agents (hereinafter collectively called the "Company", "Old Point") and Laurie Grabow ("Employee", "you" or "your", "her or herself") with respect to Employee's retirement from the Company.

SETTLEMENT AGREEMENT
Settlement Agreement • March 17th, 2016 • Old Point Financial Corp • National commercial banks • Virginia

This SETTLEMENT AGREEMENT (this "Agreement") is made and entered into as of March 16, 2016, by and among (a) Old Point Financial Corporation, a Virginia corporation (the "Company"); (b) Financial Edge Fund, L.P., a Delaware limited partnership, Financial Edge-Strategic Fund, L.P., a Delaware limited partnership, PL Capital/Focused Fund, L.P., a Delaware limited partnership, PL Capital, LLC, a Delaware limited liability company ("PL Capital"), PL Capital Advisors, LLC, a Delaware limited liability company ("PL Capital Advisors"), Goodbody/PL Capital, L.P., a Delaware limited partnership, Goodbody/PL Capital, LLC, a Delaware limited liability company ("Goodbody/PL LLC"), John W. Palmer and Richard J. Lashley, as Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC (collectively, the "PL Capital Group"); and (c) Mr. William F. Keefe ("Mr. Keefe"). The Company, the PL Capital Group and Mr. Keefe are each referred to herein as a "Party" and collectively, as the "Parties."

AGREEMENT AND PLAN OF REORGANIZATION among OLD POINT FINANCIAL CORPORATION, THE OLD POINT NATIONAL BANK OF PHOEBUS and CITIZENS NATIONAL BANK October 27, 2017
Agreement and Plan of Reorganization • November 2nd, 2017 • Old Point Financial Corp • National commercial banks • Virginia

This AGREEMENT AND PLAN OF REORGANIZATION, dated as of October 27, 2017, is by and among Old Point Financial Corporation (“OPOF”), The Old Point National Bank of Phoebus (“OPNB”) and Citizens National Bank (“CNB”).

MANAGEMENT SECTION 162 COMPENSATION AGREEMENT
Compensation Agreement • March 12th, 2009 • Old Point Financial Corp • National commercial banks • Virginia

THIS MANAGEMENT SECTION 162 COMPENSATION AGREEMENT (the “Section 162 Plan”) is entered into by and between (hereinafter the “Executive”) and The Old Point National Bank of Phoebus (hereinafter the “Employer”) this 1st day of May, 2008.

LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT
Agreement • March 31st, 2023 • Old Point Financial Corp • National commercial banks • Virginia

The respective rights and duties of the Bank and the Insured in the above-referenced policy shall be pursuant to the terms set forth below:

AMENDMENT TO THE EMPLOYMENT AGREEMENT
Employment Agreement • December 21st, 2023 • Old Point Financial Corp • National commercial banks

This AMENDMENT TO THE EMPLOYMENT AGREEMENT by and between Old Point Financial Corporation (the “Holding Company”) and The Old Point National Bank of Phoebus (the “Bank”) (the Holding Company and the Bank are collectively referred to herein as “Old Point”) and Robert F. Shuford, Jr. (hereinafter referred to as “Executive”) is made this 15th day of December 2023.

LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT
Endorsement Method Split Dollar Plan • March 30th, 2005 • Old Point Financial Corp • State commercial banks • Virginia

The respective rights and duties of the Bank and the Insured in the above-referenced policy shall be pursuant to the terms set forth below:

AMENDMENT TO THE EMPLOYMENT AGREEMENT
Employment Agreement • December 21st, 2023 • Old Point Financial Corp • National commercial banks

This AMENDMENT TO THE EMPLOYMENT AGREEMENT by and between Old Point Financial Corporation (the “Holding Company”) and The Old Point National Bank of Phoebus (the “Bank”) (the Holding Company and the Bank are collectively referred to herein as “Old Point”) and Joseph R. Witt (hereinafter referred to as “Executive”) is made this 15th day of December 2023.

OLD POINT FINANCIAL CORPORATION FORM OF INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • March 30th, 2005 • Old Point Financial Corp • State commercial banks

In accordance with the 1998 Stock Option Plan (the “Plan”) of OLD POINT FINANCIAL CORPORATION, a Virginia Corporation (the “Corporation”), the Corporation hereby grants on [GRANT DATE], to [EMPLOYEE NAME] (the “Employee”) the right and option to purchase, upon the terms and conditions hereinafter set forth, [#] shares of the Corporation’s Common Stock at the purchase price of $[EXERCISE PRICE] per share.

OLD POINT FINANCIAL CORPORATION FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • March 30th, 2005 • Old Point Financial Corp • State commercial banks

In Accordance with the 1998 Stock Option Plan (the “Plan”) of OLD POINT FINANCIAL CORPORATION, a Virginia corporation (the “Company”), the Company hereby grants to [OPTIONEE NAME] (the “Participant”) the right and option to purchase, upon the terms and conditions hereinafter set forth, all or any part of a total of [#] shares of the Company’s Common Stock at the purchase price of $[EXERCISE PRICE] per share. This option is granted as of [GRANT DATE].

LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT
Method Split Dollar Plan • March 30th, 2012 • Old Point Financial Corp • National commercial banks • Virginia

The respective rights and duties of the Bank and the Insured in the above-referenced policy shall be pursuant to the terms set forth below:

SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement and General Release • November 9th, 2015 • Old Point Financial Corp • National commercial banks

THIS SEPARATION AGREEMENT AND GENERAL RELEASE (the "Agreement") is made and entered into by and between Louis G. Morris ("Executive") and Old Point Financial Corporation (the "Corporation") and The Old Point National Bank of Phoebus (the "Bank") (collectively, the "Company").

EMPLOYMENT AGREEMENT
Employment Agreement • February 28th, 2018 • Old Point Financial Corp • National commercial banks • Virginia

THIS EMPLOYMENT AGREEMENT ("Agreement"), dated as of February 22, 2018, by and between Old Point Financial Corporation (the "Holding Company") and Old Point Trust & Financial Services, N.A. (the "Trust Company") (the Holding Company and the Trust Company are collectively referred to herein as "Old Point") and Eugene M. Jordan ("Executive").

MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • January 20th, 2017 • Old Point Financial Corp • National commercial banks • Virginia

This Agreement (the "Agreement") made as of the 13th day of January, 2017, by and between Tidewater Mortgage Services, Inc. ("Seller") and The Old Point National Bank of Phoebus ("Buyer").

AMENDMENT NO. 1 TO SETTLEMENT AGREEMENT
Settlement Agreement • August 16th, 2021 • Old Point Financial Corp • National commercial banks • Virginia

THIS AMENDMENT NO. 1 (this “Amendment”) to the SETTLEMENT AGREEMENT, which was entered into as of March 16, 2016 (the “Agreement”), is made and entered into as of August 12, 2021, by and among (a) Old Point Financial Corporation, a Virginia corporation (the “Company”); (b) Financial Edge Fund, L.P., a Delaware limited partnership, Financial Edge-Strategic Fund, L.P., a Delaware limited partnership, PL Capital/Focused Fund, L.P., a Delaware limited partnership, PL Capital, LLC, a Delaware limited liability company (“PL Capital”), PL Capital Advisors, LLC, a Delaware limited liability company (“PL Capital Advisors”), Goodbody/PL Capital, L.P., a Delaware limited partnership, Goodbody/PL Capital, LLC, a Delaware limited liability company (“Goodbody/PL LLC”), John W. Palmer and Richard J. Lashley, as Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC (collectively, the “PL Capital Group”); and (c) Mr. William F. Keefe (“Mr. Keefe”). The Company, the PL Capital Group an

OLD POINT FINANCIAL CORPORATION TIME-BASED RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • April 3rd, 2018 • Old Point Financial Corp • National commercial banks • Virginia

This Time-Based Restricted Stock Agreement (this "Agreement") is entered into as of <<AWARD DATE>> (the "Award Date") pursuant to Article VII of the Old Point Financial Corporation 2016 Incentive Stock Plan (the "Plan") and evidences the grant of Restricted Stock and the terms, conditions and restrictions pertaining thereto (the "Award") to <<NAME>> (the "Participant").

MEMORANDUM OF UNDERSTANDING
Memorandum of Understanding • November 9th, 2007 • Old Point Financial Corp • National commercial banks

This Memorandum of Understanding (herein “MOU”) is made this 10th day of September, 2007, between The Old Point National Bank of Phoebus (“Old Point”) and Tidewater Mortgage Services, Inc. (“Tidewater”).

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