Exhibit 10.12.1
AMENDMENT TO EMPLOYMENT
AGREEMENT
THIS AMENDMENT is entered into as of
the 30th day of December, 2008, by and between C&F FINANCIAL
CORPORATION, a Virginia corporation (the “Company”),
and BRYAN MCKERNON (the “Executive”).
RECITALS
I. The Company and the Executive
previously entered into an Employment Agreement dated as of
December 19, 2006 (the “Agreement”);
and
II. The Company and the Executive
desire to amend the Agreement to comply with the requirements of
Section 409A of the Internal Revenue Code and applicable
guidance issued thereunder (“Code
Section 409A”).
NOW, THEREFORE, it is hereby agreed
as follows:
1. Section 2 of the Agreement
is amended to read as follows:
2. Compensation;
Bonus. McKernon shall be
paid monthly salary payments, based on an annual salary of no less
than $195,000.00.
In addition, C&F will pay to
McKernon a bonus equal to a percentage of
(calculated
according to Generally Accepted Accounting Principles)
realized
by C&F, according to the following schedule:
The bonus will be computed at the
end of each month and will be paid prior to the end of the next
month, except as limited by the next paragraph. The bonus
computation will be based upon 80% of the annualized year-to-date
results and will be adjusted at year-end based upon final results
in order that the total bonus will be equal to the appropriate
percentage of year end
.
Any amount due based on the adjustment after the end of any
calendar year will be paid no later than 60 days after the end of
such calendar year.
2. Section 4(B) is amended to
read as follows:
4. Further Termination of
Agreement
B. C & F shall have the right, at any time and
at its sole option, to buy out McKernon’s interest in this
Agreement and terminate his employment, thereafter having no
further obligation to McKernon except as may be set out in this
Agreement, based upon the following chart:
