|
EXHIBIT
10.8
C&F Financial
Corporation
Management Incentive
Plan
ARTICLE I
OBJECTIVE OF THE
PLAN
The purpose of the Management Incentive
Plan (“MIP”) is to attract, retain and motivate key
employees by providing incentive awards to designated executive,
managerial and professional employees of C&F Financial
Corporation (“Company”) and its direct or indirect
subsidiaries.
The MIP is designed to link key employee
interests more closely with the interests of the Company’s
shareholders and to create value for the Company by maximizing
achievement of corporate, business unit and individual performance
goals.
Each Participant’s award under
this MIP will take into account corporate performance as well as,
where appropriate, his or her own business unit’s
performance. Awards under the MIP may also reflect individual
performance.
ARTICLE II
PLAN
ADMINISTRATION
The MIP will be administered by the
Compensation Committee (“Committee”) which will have
the right to interpret the MIP, determine participation and awards,
measure achievement of performance goals and establish guidelines
for determining individual awards and rules for the operation and
administration of the MIP.
It is the exclusive domain of the
Committee to administer and interpret the MIP. All Committee
decisions regarding the MIP and award determinations are
final.
Except as expressly otherwise provided
herein in the case of Named Executive Officers (as defined below)
or as prohibited by any national securities exchange or system on
which the Company’s stock is then listed or reported, by any
regulatory body having jurisdiction with respect thereto or under
any other applicable laws, rules or regulations, the Committee may
delegate one or more of its powers or responsibilities to one or
more of its members and/or to one or more officers of the
Company.
The Chief Executive Officer’s
incentive awards (whether cash or in the form of equity awards)
will be determined solely by the Committee, taking into account the
overall Company performance relative to the established business
plan (“Corporate Goal”).
The MIP is an annual plan, is first
effective January 1, 2005 and shall remain in effect until amended
or terminated by the Committee. A new plan year shall commence on
the first business day of each fiscal year of the Company. The
Committee shall review the MIP annually and make any amendments or
revisions thereto which it deems appropriate or
desirable.
1
ARTICLE III
PARTICIPANTS
Persons who may participate in the MIP
are limited to key employees of the Company and its direct or
indirect subsidiaries who are recommended by the Chief Executive
Officer and approved by the Committee
(“Participants”).
To be eligible for the MIP in any
particular year, key employees must be employees of the Company or
a subsidiary as of January 1st of that plan year. In addition,
employees who are either hired as key employees or are promoted and
become key employees after the beginning of a plan year may be
designated as Participants for the plan year and assigned a
prorated target in the Committee’s discretion.
All incentive awards (whether in cash or
in the form of equity awards) made to the President of C&F
Mortgage Corporation (“C&F Mortgage”) shall be made
pursuant to such President’s Employment Agreement, as in
effect from time to time, with C&F Mortgage or the Company, and
not pursuant to this MIP, for any year for which such Employment
Agreement provides for an annual incentive arrangement.
ARTICLE IV
PERFORMANCE
OBJECTIVES
In connection with the administration of
the MIP, the Committee shall establish:
(i) MIP performance
objectives for the Company and any subsidiary (“Corporate
Goals”), and appropriate business units of the Company
(“Business Unit Goals”) and individuals
(“Individual Goals”) based upon such criteria as may be
determined by the Committee, and
(ii) The award formula or
matrix by which all incentive awards under the MIP shall be
calculated.
Except as provided herein in the case of
Named Executive Officers, the selection of such performance
objective(s) and the award formula or matrix may vary on a
Participant by Participant basis.
Prior to or within the first 90 days of
each plan year after 2005, the Committee shall review the
previously established Corporate Goals, Business Unit Goals and
Individual Goals and make any changes to such performance
objectives as it deems appropriate for the new plan
year.
ARTICLE V
AWARDS
The MIP provides for cash incentive
awards (“Cash Awards”) and/or equity incentive awards
(“Equity Based Awards”). Except as provided herein in
the case of Named Executive Officers, target awards may be weighted
between Corporate, Business Unit and Individual Goals on such basis
as the Committee determines and the weighting may vary on a
Participant by Participant basis. Separate performance objectives
and award formulas or matrixes maybe established for Cash Awards
and Equity Based Awards. Cash Awards shall be settled in cash.
Equity Based Awards shall be settled in cash and/or Company stock
as determined by the Committee.
2
Each Participant shall be assigned a
Cash Award target, which shall be paid or provided if the
Participant achieves his or her Cash Award targeted performance
goal(s).
Unless otherwise provided by the
Committee, the Cash Award targets for a plan year of the Chief
Executive Officer and each executive officer whose compensation for
the prior plan year will appear in
| 
