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EXHIBIT 10.16
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 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 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:
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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 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 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 any illegal act or intentional act
evidencing bad faith by th
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