C&F FINANCIAL CORPORATION
1998 NON-EMPLOYEE DIRECTOR STOCK COMPENSATION PLAN
C&F FINANCIAL CORPORATION
1998 NON-EMPLOYEE DIRECTOR STOCK COMPENSATION PLAN
ARTICLE I
DEFINITIONS
1.01. Agreement means a written agreement (including any amendment or supplement
thereto) between the Company and a Participant specifying the terms and
conditions of an Award granted to such Participant.
1.02. Award means an award of Options as provided for hereunder.
1.03. Bank means Citizens and Farmers Bank, or its successors.
1.04. Board means the Board of Directors of the Company.
1.05. Code means the Internal Revenue Code of 1986, as amended.
1.06. Common Stock means the common stock of the Company.
1.07. Company means C&F Financial Corporation, or its successors.
1.08. Date of Grant means September 1, 1998 and May 1 for each year thereafter
during the term of the Plan.
1.09. Fair Market Value means the closing price (or, if there are no trades on
the Date of Grant, then the next preceding date upon which a closing price is
available) of the Common Stock as reported on NASDAQ (or other applicable
listing service or exchange used by the Company) on the Option's Date of Grant,
or if in the judgment of the Board of Directors there is insufficient recent
trading activity to warrant determination of the Fair Market Value solely on the
basis of such closing prices on the listing service or exchange, then the Fair
Market Value shall be determined as of the Date of Grant in good faith by the
Board of Directors.
1.10. Option means a stock option granted pursuant to Article IV, and that
entitles the holder to purchase from the Company a stated number of shares of
Common Stock at the shares' Fair Market Value.
1.11. Participant means a member of the Board of the Company or the Bank who is
not an employee of the Company or the Bank on the applicable Date of Grant;
provided, directors serving on both the board of the Company and the Bank shall
be entitled to participate only as to one Award under the Plan per year.
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1.12. Plan means the C&F Financial Corporation 1998 Non-Employee Director Stock
Compensation Plan.
1.13 Transaction Date means the date on which an offeror other than the Company
shall first publicly offer to acquire shares of the Company's Common Stock
pursuant to a tender offer or exchange offer or the date of mailing the proxy
materials to the stockholders concerning the approval of a merger or other
reorganization which shall result in the Common Stock of the Company being
converted into cash or securities of another corporation.
ARTICLE II
PURPOSE
The Plan is intended to promote a greater identity of interest between
Participants and the Company's shareholders by increasing the Participants'
proprietary interest in the Company through the receipt of Awards in the form of
Options.
ARTICLE III
ADMINISTRATION
The Plan shall be administered by the one or more persons who are
employees of the Company and directors of the Board (the "Employee Directors"),
and such additional employees as the Employee Directors shall appropriately
designate, who shall have complete authority to interpret all provisions of this
Plan; to prescribe the form of Agreements; to adopt, amend, and rescind rules
and regulations pertaining to the administration of the Plan; and to make all
other determinations necessary or advisable for the administration of this Plan.
Any decision made, or action taken, by the Employee Directors in connection with
the administration of this Plan shall be final and conclusive. All expenses of
administering this Plan shall be borne by the Company.
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ARTICLE IV
GRANT OF OPTIONS
On each Date of Grant during the term of the Plan, each Participant
automatically will receive an Option for shares of Common Stock determined in
accordance with the following schedule:
Number of Shares
Date of Grant Subject to Option
------------- -----------------
September 1, 1998 1,000
May 1, 1999 1,000
May 1, 2000 1,000
May 1, 2001 1,000
May 1, 2002 1,000
At the discretion of the Board, the number of shares subject to the automatic
option may be increased up to 250 shares per year per participant, on a
cumulative basis (1,250 shares in 1999, 1,500 shares in 2000, etc.), during the
term of the Plan, subject to a maximum of 2,000 shares granted per year per
participant. Any deferred increase may be applied in a subsequent year (e.g., if
there is no increase in 1999, 1,750 shares may be granted in 2000). Such
increase shall be evidenced by an appropriate resolution adopted by a majority
of the members of the Board. All Options shall be evidenced by Agreements which
shall be subject to the applicable provisions of the Plan and to such other
provisions as the Employee Directors may adopt.
ARTICLE V
STOCK SUBJECT TO OPTIONS
Upon the exercise of any Option, the Company may deliver to the
Participant (or the Participant's broker if the Participant so directs)
authorized but unissued Common Stock. The maximum aggregate number of shares of
Common Stock that may be issued pursuant to the exercise of Options under this
Plan is 25,000, subject to adjustment as provided in Article IX. If an Option is
terminated, in whole or in part, for any reason other than its exercise, the
number of shares of Common Stock allocated to the Option or portion thereof may
be reallocated to other Options to be granted under this Plan.
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ARTICLE VI
OPTION PRICE
The price per share for Common Stock purchased on the exercise of an
Option shall be the share's Fair Market Value.
ARTICLE VII
EXERCISE OF OPTIONS
7.01. Maximum Option Period. No Option shall be exercisable after the expiration
of ten years from its Date of Grant.
7.02. Nontransferability. Options granted under this Plan shall be
nontransferable except by will or by the laws of descent and distribution.
During the lifetime of the Participant to whom the Option is granted, the Option
may be exercised only by the Participant. No right or interest of a Participant
in any Option shall be liable for, or subject to, any lien, obligation, or
liability of such Participant.
ARTICLE VIII
METHOD OF EXERCISE OF OPTIONS
8.01. Exercisability of Options. Subject to the provisions of Section 8.04 and
Articles VII and X hereof, an Option becomes exercisable on April 30 in the
calendar year following its Date of Grant. However, an Option granted to a
Participant shall be immediately exercisable if the Participant's membership on
the Board terminates as a result of the Participant's retirement in accordance
with the Company's, or any of its subsidiaries', policies, death or permanent
and total disability (as such term is defined in Section 22(e)(3) of the Code).
An Option shall be forfeited if, as of the termination of the Participant's
membership on the Board, the Option is not then exercisable and such termination
occurs for any reason other than the Participant's retirement in accordance with
Company's, or any of its subsidiaries' policies, death or disability (as defined
above). Options that are exercisable or that become exercisable upon the
Participant's termination of membership on the Board will remain exercisable
until the tenth anniversary of the Option's Date of Grant. An Option may be
exercised with respect to any number of whole shares less than the full number
for which the Option could be exercised. A partial exercise of an Option shall
not affect the right to exercise the Option from time to time in accordance with
this Plan and the applicable Agreement with respect to the shares remaining
subject to the Option.
8.02. Payment. Unless otherwise provided by the Agreement, payment of the Option
price shall be made in cash or a cash equivalent acceptable to the Board. In
addition, all or part of the Option price may be paid by surrendering shares of
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Common Stock to the Company. If Common Stock is used to pay all or part of the
Option price, the shares surrendered must have a fair market value that is not
less than such price or part thereof. For purposes of this paragraph 8.02 only,
the fair market value of the surrendered shares shall be based on the the
closing price on the most recent date immediately prior to the date of exercise
(or, if there are no trades on such date, then the next preceding date upon
which a closing price is available) of the Common Stock as reported on NASDAQ
(or other applicable listing service or exchange used by the Company).
8.03. Shareholder Rights. No Participant shall have any rights as a shareholder
with respect to shares subject to his Option until the date of exercise of such
Option.
8.04. Acceleration of Exercise Period. During the 20-day period beginning on the
Transaction Date as defined in Section 1.13 above, the Participant may elect to
surrender to the Company for cancellation, without regard to the exercise date
thereof, any portion of an Option which shall have been granted at least six
months previously and to receive in exchange therefor, in whole shares of the
Company's Common Stock, an amount equivalent to the difference between the
Option price and the fair market value of the shares covered by the portion of
the Option surrendered; provided that no fractional shares or cash in lieu of
fractional shares shall be paid. For purposes of the preceding sentence, the
"fair market value" of a share of the Company's Common Stock shall be deemed to
be the cash offered for a share of such Common Stock in a tender offer, or the
value, as determined by the Committee in its discretion, of the securities (or
combination of cash and securities) to be delivered for a share of such Common
Stock to be acquired in an exchange offer or be converted in a merger, in each
case as of the Transaction Date. This right shall be exercised only during the
20-day period beginning on the Transaction Date, in accordance with Article VIII
hereof.
ARTICLE IX
ADJUSTMENT UPON CHANGE IN COMMON STOCK
The maximum number of shares to which Awards may be granted under this
Plan shall be proportionately adjusted, and the terms of outstanding Awards
shall be adjusted, as the Employee Directors shall determine to be equitably
required in the event that the Company (a) effects one or more stock dividends,
stock split-ups, subdivisions or consolidations of shares or (b) engages in a
transaction to which Section 424 of the Code applies. Any determination made
under this Article IX by the Board shall be final and conclusive.
The issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, for cash or property,
or for labor or services, either upon direct sale or upon the exercise of rights
or warrants to subscribe therefor, or upon conversion of shares of obligations
of the Company convertible into such shares or other securities, shall not
affect, and no adjustment by reason thereof shall be made with respect to,
outstanding Awards.
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ARTICLE X
COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES
No Option shall be exercisable, no Common Stock shall be issued, no
certificates for shares of Common Stock shall be delivered, and no payment shall
be made under this Plan except in compliance with all applicable federal and
state laws and regulations (including, without limitation, withholding tax
requirements), and applicable requirements of any exchange or other market
having authority over the trading of the Company's shares.
ARTICLE XI
GENERAL PROVISIONS
12.01. Effect on Service. Neither the adoption of this Plan, its operation,
documents describing or referring to this Plan (or any part thereof) shall
confer on any Participant any right to continue service as a member of the
Board.
12.02. Unfunded Plan. The Plan, insofar as it provides for grants, shall be
unfunded and the Company shall not be required to segregate any assets that may
be represented at any time by grants under this Plan. Any liability of the
Company to any person with respect to any grant under this Plan shall be based
solely upon any contractual obligations that are created pursuant to this Plan.
No such obligation of the Company shall be deemed to be secured by any pledge
of, or other encumbrance on, any property of the Company.
12.03. Rules of Construction. Headings are given to the articles and sections of
the Plan solely as a convenience to facilitate reference. The reference to any
statute, regulation, or provision of law shall be construed to refer to any
amendment to or successor of such provision of law.
ARTICLE XII
AMENDMENT
The Board may amend this Plan from time to time; provided that, if the
Board determines that shareholder approval is required and the Plan is submitted
for such approval and adopted, then no subsequent amendment may become effective
until shareholder approval is obtained if the amendment (i) materially increases
the aggregate number of shares of Common Stock that may be issued under the
Plan, except in accordance with the provisions of Article IX, (ii) materially
changes the class of individuals eligible to become Participants or (iii)
materially increases the benefits that may accrue to Participants under the
Plan, and provided further that the Board may not amend the Plan more than once
in any six month period unless such amendment is required to comply with the
Code. No amendment shall, without a Participant's consent, adversely affect any
rights of such Participant under any Option outstanding at the time such
amendment is made.
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ARTICLE XIII
TERMINATION
The Board may terminate this Plan at any time. This Plan will terminate
automatically, without any action of the Board, if, on any Date of Grant, there
are insufficient shares available for the grant of Awards in accordance with the
terms of the Plan. The termination of this Plan shall not affect any rights of a
Participant under any Option outstanding at the time of such termination.
ARTICLE XIV
DURATION OF PLAN
No Award may be granted under this Plan after five years from the date
of the first grant of an Option under the Plan. Options granted on or before
such date shall remain valid in accordance with their terms.
ARTICLE XV
EFFECTIVE DATE OF PLAN
This Plan was approved by the Board of Directors of the Company on
August 18, 1998. The Effective Date of the Plan shall be September 1, 1998 and
no Awards may be granted prior to the Effective Date.
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