EXHIBIT 10.10.1
AMENDED AND
RESTATED
C&F FINANCIAL
CORPORATION
2004 INCENTIVE STOCK
PLAN
FORM OF RESTRICTED STOCK
AGREEMENT
Granted {DATE
1}
This Restricted Stock Agreement is
entered into as of {DATE 1} pursuant to Article VIII of the
Amended and Restated C&F Financial Corporation 2004 Incentive
Stock Plan (the “Plan”) and evidences the grant, and
the terms, conditions and restrictions pertaining thereto, of
Restricted Stock awarded to {NAME} (the
“Participant”).
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1.
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Award of
Shares . In consideration
of the services rendered to C&F Financial Corporation (the
“Company”) and/or its Subsidiaries by the Participant
as a Key Employee or Non-Employee Director of the Company or a
Subsidiary, the Committee hereby grants to the Participant a
Restricted Stock Award as of {DATE 1} (“Award Date”),
covering {NUMBER} Shares of the Company’s Stock (the
“Award Shares”) subject to the terms, conditions, and
restrictions set forth in this Agreement. This Award is granted
pursuant to the Plan and is subject to the terms
thereof.
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2.
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Period of
Restriction .
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(a)
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Subject to
earlier vesting or forfeiture as hereinafter provided, the period
of restriction (the “Period of Restriction”) applicable
to the Award Shares is as follows: {INSERT VESTING
SCHEDULE}.
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(b)
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Notwithstanding
any other provision of this Agreement to the contrary, if a Change
in Control occurs after the Award Date and during the continuation
of the Participant’s Company Service (as defined in Paragraph
7), the Period of Restriction shall end and any remaining
restrictions applicable to any of the Award Shares shall
automatically terminate and the Award Shares shall be free of
restrictions and freely transferable.
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(c)
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Except as
otherwise provided pursuant to Paragraph 2(b) or 6, the applicable
portion of the Award Shares shall become freely transferable by the
Participant after the last day of its Period of
Restriction.
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3.
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Stock
Certificates . The stock
certificate(s) for the Award Shares shall be registered on the
Company’s stock transfer books in the name of the Participant
in book entry or electronic form or in certificated form as
determined by the Committee. If issued in certificated form,
physical possession of the stock certificate(s) shall be retained
by the Company until such time as the Period of Restriction
lapses.
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Any Award Shares issued in book
entry or electronic form shall be subject to the following legend,
and any certificate(s) evidencing the Award Shares shall bear the
following legend, during the Period of Restriction:
The sale or other transfer of the
Shares of Stock represented by this certificate, whether voluntary,
involuntary, or by operation of law, is subject to certain
restrictions on transfer set forth in the Amended and Restated
C&F Financial Corporation 2004 Incentive Stock Plan, in the
rules and administrative procedures adopted pursuant to such Plan,
and in a Restricted Stock Agreement dated {DATE 1}. A copy of the
Plan, such rules and procedures, and such Restricted Stock
Agreement may be obtained from the Secretary of C&F Financial
Corporation.
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4.
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Voting
Rights . During the
Period of Restriction, the Participant may exercise full voting
rights with respect to the Award Shares.
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5.
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Dividends
and Other Distributions .
During the Period of Restriction, the Participant shall be entitled
to receive currently all dividends and other distributions paid
with respect to the Award Shares (other than dividends or
distributions which are paid in Shares of Stock). If, during the
Period of Restriction, any such dividends or distributions are paid
in Shares of Stock, such Shares shall be registered in the name of
the Participant and, if issued in certificate form, deposited with
the Company as provided in Paragraph 3, and such Shares shall be
subject to the same restrictions on transferability as the Award
Shares with respect to which they were paid.
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6.
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Company
Service and Forfeiture .
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(a)
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If the
Participant’s Company Service (as defined in Paragraph 7)
ceases due to the Participant’s death or permanent and total
disability (within the meaning of Section 22(e)(3) of the
Internal Revenue Code), any remaining Period of Restriction
applicable to the Award Shares shall automatically terminate and
the Award Shares shall be free of restrictions and freely
transferable.
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(b)
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If the
Participant’s Company Service (as defined in Paragraph 7)
ceases due to the Participant’s retirement from employment
with the Company or one of its Subsidiaries in accordance with any
applicable Company policy on mandatory or permissive, early or
normal retirement as in effect at the date of such retirement
during the Period of Restriction, the restrictions applicable to
the Award Shares shall automatically terminate and the Award Shares
shall be free of restrictions and freely transferable.
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(c)
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If the
Participant’s Company Service (as defined in Paragraph 7)
ceases due to termination by the Company or one of its
Subsidiaries, or by shareholder removal, for reasons other than for
Cause, the restrictions applicable to the Award Shares shall
automatically terminate and the Award Shares shall be free of
restrictions and freely transferable. For purposes
hereof,
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(i)
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“Cause” means continued neglect of
duties and obligations, willful or material misconduct in
connection with the performance of the Participant’s duties
and obligations, repeated failure substantially to perform assigned
duties appropriate for the Participant’s position, and any
other conduct of the Participant involving moral turpitude,
commission of a crime, engaging in Competition (as defined below)
or Unauthorized Disclosure of Confidential Information (as defined
below), habitual drunkenness or drug abuse, or a
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