Exhibit 10.3


  EXHIBIT 10.3
  CHANGE IN CONTROL AGREEMENT
            THIS AGREEMENT is entered into as of the 16th day of April, 2002, by and between C&F FINANCIAL CORPORATION, a Virginia corporation (the “Company”), and
THOMAS F. CHERRY (the “Executive”).
  RECITALS

	  
 	  I.           The Executive currently serves as Senior Vice President and Chief Financial Officer of Citizens and
Farmers Bank, is a key member of management of the Company and its affiliates, and his services and knowledge are valuable to the Company and its affiliates.
 
	  
 	  
 	  
 
	  
 	  II.          The Board (as defined below) has determined that it is in the best interest of the Company and its
shareholders to assure that the Company and its affiliates will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change in Control (as defined below) of the Company.  The Board believes
it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change in Control and to encourage the Executive’s full attention and dedication to
the Company and its affiliates currently and in the event of any threatened or pending Change in Control.  Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement.
 
	  
 	  
 	  
 
	  
 	 NOW, THEREFORE, it is hereby agreed as follows:
 
	  
 	  
 	  
 
	  
 	  1.          CERTAIN DEFINITIONS.
 
	  
 	  
 	  
 
	  
 	  (a)          “Agreement Effective Date” means April 16, 2002.
 
	  
 	  
 	  
 
	  
 	  (b)          The “Agreement Term” means the period commencing on the Agreement Effective Date and ending on
the earlier of (i) the Agreement Regular Termination Date or (ii) the date this Agreement terminates pursuant to Section 7.  The “Agreement Regular Termination Date” means the third anniversary of the Agreement Effective Date,
provided, however, that commencing on the first anniversary of the Agreement Effective Date, and on each subsequent anniversary (such date and each subsequent anniversary shall be hereinafter referred to as the “Renewal Date”), unless this
Agreement is previously terminated, the Agreement Regular Termination Date shall be automatically extended for three years from the latest Renewal Date, unless at least one month prior to the latest Renewal Date, the Company shall give notice to the
Executive in accordance with Section 10(c) of this Agreement that the Agreement Regular Termination Date shall not be so extended.
 
	  
 	  
 	  
 
	  
 	 (c)          “Board” means the Board of Directors of the Company.
 

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 	  (d)          “Cause” means:
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (i)          the willful and continued failure of the Executive to substantially perform his duties with the Company
or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board, pursuant to a vote of a majority of
the Directors of the Company, which specifically identifies the manner in which the Directors of the Board believe that the Executive has not substantially performed his duties, or
 
	  
 	  
 	  
 
	  
 	  
 	 (ii)          the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and
demonstrably injurious to the Company.
 
	  
 	  
 	  
 
	  
 	  
 	  For purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be
done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interest of the Company.  Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted
by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.  The cessation of employment of the
Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the members of the Board at a meeting of the
Board called and held for such purpose (after reasonable notice is provided to the Executive in accordance with Section 10(c) of this Agreement and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding
that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in paragraph (i) or (ii) above, and specifying the particulars thereof in detail.
 
	  
 	  
 	  
 
	  
 	 (e)          The “Change in Control Date” means the first date during the Agreement Term on which a Change
in Control (as defined in Section 2) occurs.  Anything in this Agreement to the contrary notwithstanding, if a Change in Control occurs and if the Executive’s employment with the Company is terminated prior to the date on which the Change
in Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment either (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise
arose in connection with or anticipation of a Change in Control, then for all purposes of this Agreement the “Change in Control Date” shall mean the date immediately prior to the date of such termination of employment.
 

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 	  (f)          “Company” means C&F Financial Corporation, a Virginia corporation.
 
	  
 	  
 	  
 
	  
 	 (g)          “Coverage Period” means the period of time beginning with the Change in Control Date and ending
on the earliest to occur of (i) the Executive’s death and (ii) the sixty-first day after the first anniversary of the Change in Control Date.
 
	  
 	  
 	  
 
	  
 	  (h)          “Disability” means the absence of the Executive from his duties with the Company on a
full-time basis for six months as a result of incapacity to serve as the Vice President and Chief Financial Officer of Citizens and Farmers Bank, including substantially all duties normally considered a part thereof, due to mental or physical
illness or injury which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative.  If the Company determines in good faith that
the Disability of the Executive has occurred, it may give to the Executive written notice in accordance with Section 10(c) of this Agreement of its intention to terminate the Executive’s employment.  In such event, the Executive’s
employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, the Executive shall not have
returned to full-time performance of his duties.
 
	  
 	  
 
	  
 	 (i)          “Good Reason” means any good faith determination made by the Executive (which determination
shall be conclusive) that any of the following has occurred:
 
	  
 	  
 	  
 
	  
 	  
 	  (i)          the occurrence, on or after the Agreement Effective Date and during the Coverage Period, of any of the
following:
 
	  
 	  
 	  
 
	  
 	  
 	  
 	  (A)          the assignment to the Executive of any duties inconsistent in any material adverse respect with the Executive’s
position (including status, offices, titles and reporting requirements), authority, duties or responsibilities immediately prior to the Change in Control, or any other action by the Company or its affiliates which results in a diminution in such
position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive
in accordance with Section 10(c) of this Agreement;
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	 (B)          a reduction by the Company or its affiliates in the Executive’s rate of annual base salary, benefits (including,
without limitation, incentive or bonus pay arrangements, stock plan benefit arrangements, and retirement and welfare plan coverage) and perquisites as in effect immediately prior to the Change in Control or as the same may be increased from time to
time thereafter, other than
 

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 	  an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive
in accordance with Section 10(c) of this Agreement;
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	 (C)          the Company’s requiring the Executive to be based at any office or location more than 35 miles from the facility
where the Executive is located at the time of the Change in Control or the Company’ s requiring the Executive to travel on Company business to a substantially greater extent than required immediately prior to the Change in Control Date (but
determined without regard to travel necessitated by reason of any anticipated Change in Control);
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  (D)          any purported termination by the Company or its affiliates of the Executive’s employment otherwise than as
expressly permitted by this Agreement;
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  (E)          any failure by the Company or its affiliates to comply with and satisfy Section 9(c) of this Agreement by obtaining
satisfactory agreement from any successor to assume and perform this Agreement; or
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	 (F)          so long as no Cause for Executive’s termination by the Company exists (or would exist assuming the Board made a
determination of Cause), a voluntary cessation by the Executive of his employment for any reason during any Window Period.
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  (ii)         any event or condition described in paragraph (i) of this Section 1(i) which occurs on or after the Agreement
Effective Date, but prior to a Change in Control, but was at the request of a third party who effectuates the Change in Control, notwithstanding that it occurred prior to the Change in Control, but such event or condition shall not be considered to
actually have occurred until the Change in Control Date.
 
	  
 	  
 	  
 
	  
 	 (j)            “Covered Termination” means a termination of Executive’s employment during the
Coverage Period (i) by the Company for any reason other than Cause or the Executive’s Disability or death, or (ii) by the Executive for Good Reason.

	  
 	  
 
	  
 	  (k)            “Noncovered Termination” means a cessation of Executive’s employment which is
not a Covered Termination.
 
	  
 	  
 
	  
 	  (l)            “Window Period” means any of (i) the 60-day period commencing on the Change in
Control Date, (ii) the 60-day period commencing on the first anniversary of the Change in Control Date, and (iii) the 60-day period commencing on the second anniversary of the Change in Control Date.
 

 
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 	  2.          CHANGE IN CONTROL.  “Change in Control” means the occurrence, during the
Agreement Term, of either an “Acquisition of Controlling Ownership” (as defined in Section 2(a) below), a “Change in the Incumbent Board” (as defined in Section 2(b) below), a “Business Combination” (as defined in
Section 2(c) below), or a “Liquidation or Dissolution” (as defined in Section 2(d) below).
 
	  
 	  
 
	  
 	 (a)          “Acquisition of Controlling Ownership” means the acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (a “person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
Act) of 20% or more of either (x) the then outstanding shares of common stock of the Company (the “Outstanding Common Stock”) or (y) the combined voting power of the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the “Outstanding Voting Securities”).  Notwithstanding the foregoing, for purposes of this Section 2(a), the following acquisitions shall not constitute a Change in Control:
 
	  
 	  
 
	  
 	  
 	  (i)            any acquisition directly from the Company,
 
	  
 	  
 	  
 
	  
 	  
 	  (ii)           any acquisition by the Company,
 
	  
 	  
 	  
 
	  
 	  
 	 (iii)          any acquisition by any employee benefit plan (or related trust sponsored or maintained by the Company or any
corporation controlled by the Company, or
 
	  
 	  
 	  
 
	  
 	  
 	  (iv)          any acquisition by any corporation pursuant to a transaction which complies with paragraphs (i), (ii) and (iii) of
this Section 2(c).
 
	  
 	  
 	  
 
	  
 	  (b)           “Change in the Incumbent Board” means that individuals who, as of April 16, 2002,
constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board.  For this purpose, any individual who becomes a director subsequent to April 16, 2002 whose election, or nomination for
election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be thereupon considered a member of the Incumbent Board (with his predecessor thereafter ceasing to
be a member), but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the Board.
 
	  
 	  
 
	  
 	 (c)           “Business Combination” means the consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”) unless all of the following occur:
 
	  
 	  
 
	  
 	  
 	  (i)          all or substantially all of the individuals and entities who were the beneficial owners respectively, of the
Outstanding
 

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 	  Common Stock and Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then
outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantial all of the Company’s assets either directly or through one or more subsidiaries, in substantially the same proportions as
their ownership, immediately prior to such Business Combination of the Outstanding Common Stock and Outstanding Voting Securities, as the case may be,
 
	  
 	  
 	  
 
	  
 	  
 	 (ii)          no Person (excluding any corporation resulting from such business Combination or any employee benefit plan (or
related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such
Business Combination, or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and
 
	  
 	  
 	  
 
	  
 	  
 	  (iii)          at least a majority of the members of the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination.
 
	  
 	  
 	  
 
	  
 	 (d)           “Liquidation or Dissolution” means the approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.
 
	  
 	  
 
	  
 	  3.          OBLIGATIONS OF THE EXECUTIVE TO REMAIN EMPLOYED.  The Executive agrees that in the
event any person or group attempts a Change in Control, he shall not voluntarily leave the employ of the Company without Good Reason (i) until such attempted Change in Control terminates or (ii) if a Change in Control shall occur, until the Change
in Control Date.  For purposes of the foregoing clause (i), Good Reason shall be determined as if a Change in Control had occurred when such attempted Change in Control became known to the Board.
 
	  
 	  
 
	  
 	  4.          OBLIGATIONS UPON THE EXECUTIVE’S TERMINATION.
 
	  
 	  
 
	  
 	  (a)          Notice of Termination.  Any termination of the Executive’s employment by the Company or
by the Executive, other than by reason of death, shall be communicated by Notice of Termination to the other party hereto given.  For purposes hereof:
 

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 	  (i)          “Notice of Termination” means a written notice given in accordance with Section 10(c) of this Agreement
which (A) states whether such termination is for Cause, Good Reason or Disability, (B) indicates the specific termination provision in this Agreement relied upon, if any, (C) to the extent applicable, sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (D) if the Date of Termination is other than the date of receipt of such notice, specifies the termination date. 
The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason, Cause or Disability shall not waive any right of the Executive or the Company,
respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.
 
	  
 	  
 	  
 
	  
 	  
 	  (ii)          “Date of Termination” means (A) if the Executive’s employment is terminated by reason of Disability,
the Disability Effective Date, (B) if the Executive’s employment is terminated by the Company for any reason other than Disability, the date of the Executive’s receipt of the Notice of Termination or any later date specified therein, as
the case may be, and (C) if the Executive’s employment is terminated by the Executive for any reason, the date of the Company’s receipt of the Notice of Termination or any later date specified therein, as the case may be,
 
	  
 	  
 	  
 
	  
 	 (b)           Obligations of the Company in a Covered Termination.  If the Executive’s
employment shall cease by reason of a Covered Termination, then the following shall be paid or provided (the payments and benefits described in (i), (ii) and (iii) below may hereinafter sometimes be referred to as the “Change in Control
Benefit” or “Change in Control Benefits”):
 
	  
 	  
 
	  
 	  
 	  (i)          the Company shall pay or cause to be paid in cash to the Executive eight (8) consecutive quarterly installments,
with interest at the applicable federal rate (as defined in Section 1274(d) of the Internal Revenue Code of 1986, as amended (the Code”) determined at the Change in Control Date on the unpaid balance paid at the same time on each installment
payment other than the first payment, with the first of such installments being paid not later than 30 days after the Date of Termination, (or if the Executive requests and the Company agrees in a lump sum within 30 days after the Date of
Termination) and with the aggregate payments (excluding interest) totaling an amount equal to the sum of two (2) times the Executive’s (1) highest aggregate annual base salary from the Company and its affiliated companies in effect at any time
during the 24 month period ending on the Change in Control Date and (2) highest annual bonus (including any deferrals thereof) from the Company and its affiliated companies payable for the Company’s three fiscal years immediately preceding the
fiscal year which includes the Change in Control Date;
 

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 	  (ii)          for one year after the Executive’s Date of Termination, or such longer period as may be provided by the terms
of the appropriate plan, program, practice or policy, the Company shall continue or cause to be continued benefits to the Executive and/or the Executive’s family at least equal to those under the Welfare Benefit Plans.  If the Executive
becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other
plan during such applicable period of eligibility.  For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for any retiree benefits pursuant to such plans, practices, programs and policies, the
Executive shall be considered to have remained employed until one year after the Date of Termination and to have retired on the last day of such period.  For purposes hereof, the term “Welfare Benefit Plan” means the welfare benefit
plans, practices, policies and programs provided by the Company and its affiliates (including, without limitation, any medical, prescription, dental, vision, disability, life, accidental death and travel accident insurance plans and split dollar
insurance programs) to the extent applicable generally to other peer executives of the Company and its affiliates, but in no event shall such plans, practices, policies and programs provide the Executive with benefits which are less favorable, in
the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the one year period immediately preceding the Change in Control Date or, if more favorable to the Executive, those
provided generally at any time after the Change in Control Date to other peer executives of the Company and its affiliated companies;
 
	  
 	  
 	  
 
	  
 	  
 	 (iii)          to the extent not theretofore paid or provided, the Company shall timely pay or cause to be paid or provide or
cause to be provided to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any compensation arrangement, plan, program, policy or practice or contract or agreement of the
Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).
 
	  
 	  
 	  
 
	  
 	  (c)          Obligations of the Company in a Noncovered Termination.  If the Executive’s employment
shall cease by reason of a Noncovered Termination, this Agreement shall terminate without further obligations to the Executive other than the obligation timely to pay or cause to be paid or provide or cause to be provided to the Executive his Other
Benefits.
 
	  
 	  
 
	  
 	  5.          FULL SETTLEMENT.
 

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 	  (a)          No Offset or Mitigation.  The Company’s obligation to make the payments provided for in this
Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive.  In no event shall the
Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive
obtains other employment.
 
	  
 	  
 
	  
 	  (b)          Executive’s Expense in Dispute Resolution.  The Company agrees to pay, to the full extent permitted
by law, all legal fees and expenses which the Executive may reasonably incur as a result of a contest (in which the Executive substantially prevails) by the Company, the Executive or others of the validity or enforceability of, or liability under,
any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the
lower of (i) the Wall Street Journal Prime Rate or (ii) the applicable Federal mid-term rate provided for in Section 1274(d), compounded semi-annually, of the Code.
 
	  
 	  
 
	  
 	 (c)          Payment prior to Dispute Resolution.  If there shall be any dispute between the Company and the Executive
in the event of any termination of Executive’s employment, then, unless and until there is a final, nonappealable judgment by a court of competent jurisdiction declaring that such termination was a Noncovered Termination, that the determination
by the Executive of the existence of Good Reason was not made in good faith, or that the Company is not otherwise obligated to pay any amount or provide any benefit to the Executive and his dependents or other beneficiaries, as the case may be,
under Section 4(b), the Company shall pay all amounts, and provide all benefits, to the Executive and his dependents or other beneficiaries, as the case may be, that the Company would be required to pay or provide pursuant to Section 4(b) as though
such termination were not a Noncovered Termination.  Notwithstanding the foregoing, the Company shall not be required to pay any disputed amounts pursuant to this Section 5(c) except upon receipt of an adequate bond, letter of credit or
undertaking by or on behalf of the Executive to repay all such amounts to which the Executive is ultimately adjudged by such court not to be entitled.
 
	  
 	  
 
	  
 	  6.          PAYMENT LIMITATIONS.
 
	  
 	  
 
	  
 	 (a)          Excise Tax Payment Limitation.  Notwithstanding anything contained in this Agreement or any other
agreement or plan to the contrary, the payments and benefits provided to, or for the benefit of, the Executive under this Agreement or under any other plan or agreement which became payable or are taken into account as a result of the Change in
Control (the “Payments”) shall be reduced (but not below zero) to the extent necessary so that no payment to be made, or benefit to be provided, to the Executive or for his benefit under this Agreement or any other plan or agreement shall
be subject to the imposition of an excise
 

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 	  tax under Section 4999 of the Code (such reduced amount is hereinafter referred to as the “Limited Payment Amount”).  Unless the Executive and the Company shall
otherwise agree, the Company shall reduce or eliminate the Payments to the Executive by first reducing or eliminating those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse
order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined).  Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions
of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensation.
 
	  
 	  
 
	  
 	 (b)          Excise Tax Payment Limitation Determinations.  All determinations required to be made under this Section
6 shall be made by the Company’s public accounting firm (the “Accounting Firm”).  The Accounting Firm shall provide its calculations, together with detailed supporting documentation, both to the Company and the Executive within
fifteen days after the receipt of notice from the Company that there has been a Payment (or at such earlier times as is requested by the Company) and, with respect to any Limited Payment Amount, a reasonable opinion to the Executive that he is not
required to report any excise tax on his federal income tax return with respect to the Limited Payment Amount (collectively the “Determination”).  In the event that the Accounting Firm is serving as an accountant or auditor for the
individual, entity or group effecting the Change in Control, the Executive shall appoint another nationally recognized public accounting firm to make the determination required hereunder (which accounting firm shall then be referred to as the
Accounting Firm hereunder).  All fees, costs and expenses (including, but not limited to, the costs of retaining experts) of the Accounting Firm shall be borne by the Company.  The Determination by the Accounting Firm shall be binding upon
the Company and the Executive (except as provided in Section 6(c) below).
 
	  
 	  
 
	  
 	  (c)          Excise Tax Excess Payments Considered a Loan.  If it is established pursuant to a final determination of
a court or an Internal Revenue Service (the “IRS”) proceeding which has been finally and conclusively resolved, that Payments have been made to, or provided for the benefit of, the Executive by the Company, which are in excess of the
limitations provided in Section 6(a) (hereinafter referred to as an “Excess Payment”), such Excess Payment shall be deemed for all purposes to be a loan to the Executive made on the date the Executive received the Excess Payment and the
Executive shall repay the Excess Payment to the Company on demand, together with interest on the Excess Payment at the applicable federal rate (as defined in Section 1274(d) of the Code) from the date of Executive’s receipt of such Excess
Payment until the date of such repayment.  As a result of the uncertainty in the application of Section 4999 of the Code at the time of Determination, it is possible that Payments which will not have been made by the Company should have been
made (an “Underpayment”), consistent with the calculations required to be made under this Section 6.  In the event that it is determined (i) by the Accounting Firm, the Company (which shall
 

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 	  include the position taken by the Company, or together with its consolidated group, on its federal income tax return) or the IRS or (ii) pursuant to a determination by a court,
that an Underpayment has occurred, the Company shall pay an amount equal to such Underpayment to the Executive within ten days of such determination together with interest on such amount at the applicable federal rate from the date such amount would
have been paid to the Executive until the date of payment.
 
	  
 	  
 
	  
 	  (d)          Banking Payment Limitation.  Notwithstanding anything contained in this Agreement or any other agreement
or plan to the contrary, the payments and benefits provided to, or for the benefit of, the Executive under this Agreement or under any other plan or agreement shall be reduced (but not below zero) to the extent necessary so that no payment to be
made, or benefit to be provided, to the Executive or for his benefit under this Agreement or any other plan or agreement shall be in violation of the golden parachute and indemnification payment limitations and prohibitions of 12 CFR Section
359.
 
	  
 	  
 
	  
 	 7.          TERMINATION OF AGREEMENT.  This Agreement shall be effective as of the Agreement Effective Date and
shall normally continue until the later of the Agreement Regular Termination Date or, if a Change in Control has occurred, until the end of the Coverage Period.  Notwithstanding the foregoing, this Agreement shall terminate in any event upon
the Executive’s cessation of employment in a Noncovered Termination.
 
	  
 	  
 
	  
 	  8.          CONFIDENTIAL INFORMATION.
 
	  
 	  
 
	  
 	  (a)          No Disclosure by Executive.  The Executive shall hold in a fiduciary capacity for the benefit of the
Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive’s employment by
the Company or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement).  After termination of the
Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone
other than the Company and those designated by it.
 
	  
 	  
 
	  
 	 (b)          Remedies for Breach.  It is recognized that damages in the event of breach of Section 8(a) above by the
Executive would be difficult, if not impossible, to ascertain, and it is therefore specifically agreed that the Company, in addition to and without limiting any other remedy or right it may have, shall have the right to an injunction or other
equitable relief in any court of competent jurisdiction, enjoining any such breach.  The existence of this right shall not preclude the Company from pursuing any other rights and remedies at law or in equity which it may have.
 

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 	  (c)          Breach Not Basis to Withhold Payment.  In no event shall an asserted violation of the
provisions of this Section 8 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.
 
	  
 	  
 
	  
 	  9.          BENEFIT AND SUCCESSORS.
 
	  
 	  
 
	  
 	 (a)          Executive’s Benefit.  This Agreement shall inure to the benefit of and be enforceable by
the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.  If the Executive should die and any amount remains payable thereunder after his death, any such amount,
unless otherwise agreed by the Company or provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee or other designee of such payment or, if there is no such designee, the Executive’s
estate.
 
	  
 	  
 
	  
 	  (b)          Company’s Benefit.  This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns.
 
	  
 	  
 
	  
 	  (c)          Assumption by Successor to Company.  The Company will require any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company
would be required to perform it if no such succession had taken place.  As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and
agrees to perform this Agreement by operation of law, or otherwise.
 
	  
 	  
 
	  
 	 10.          MISCELLANEOUS.
 
	  
 	  
 
	  
 	  (a)          Governing Law.  This Agreement shall be governed by and construed in accordance with the
laws of the State of Virginia, without reference to principles of conflict of laws.  The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.
 
	  
 	  
 
	  
 	  (b)          Amendment.  This Agreement may not be amended or modified otherwise than by a written
agreement executed by the parties hereto on their respective successors and legal representatives.
 
	  
 	  
 
	  
 	  (c)          Notices.  All notices and other communications hereunder shall be in writing and shall be
given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
 
	  
 	  
 	  
 
	  
 	  
 	 If to the Executive:
 
	  
 	  
 	  
 	  Thomas F. Cherry
 
	  
 	  
 	  
 	  106 Tayloe Circle
 
	  
 	  
 	  
 	  Williamsburg, Virginia 23185
 

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 	  If to the Company:
 
	  
 	  
 	  
 	  President, C&F Financial Corporation
 
	  
 	  
 	  
 	 P. O. Box 391
 
	  
 	  
 	  
 	  8th & main Streets
 
	  
 	  
 	  
 	  West Point, Virginia 23181
 
	  
 	  
 	  
 	  
 
	  
 	  
 	  Copy to:
 
	  
 	  
 	  
 	  James H. Hudson III
 
	  
 	  
 	  
 	  Hudson & Bondurant, P.C.
 
	  
 	  
 	  
 	 826 Main Street – P.O. Box 231
 
	  
 	  
 	  
 	  West Point, VA 23181
 
	  
 	  
 	  
 	  
 
	  
 	  or to such other address as either party shall have furnished to the other in writing in accordance herewith.  Notice and communications shall be effective when
actually received by the addressee.
 
	  
 	  
 
	  
 	  (d)          Severability.  The invalidity or unenforceability of any provision of this Agreement shall
not affect the validity or enforceability of any other provision of this Agreement.
 
	  
 	  
 
	  
 	  (e)          Tax Withholding.  The Company may withhold from any amounts payable under this Agreement
such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.
 
	  
 	  
 
	  
 	 (f)          Waiver.  The Executive’s or the Company’s failure to insist upon strict compliance
with any provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to this Agreement,
shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.
 
	  
 	  
 
	  
 	  (g)          Executive’s Employment.  The Executive and the Company acknowledge that, except as may
otherwise be provided under any other written agreement between the Executive and the Company, the employment of the Executive by the Company is “at will” and, subject to paragraph (ii) of Section 1(i) hereof deeming a termination to have
occurred on or after the occurrence of a Change in Control Date, the Executive’s employment and/or this Agreement may be terminated by either the Executive or the Company at any time prior to the Change in Control Date, in which case the
Executive shall have no further rights under this Agreement.
 
	  
 	  
 
	  
 	 (h)          Nonexclusivity of Rights.  Except as expressly provided in Section 6, nothing in this
Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor shall anything
herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its affiliated companies.  Amounts which are vested benefits or which the Executive 
 

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 	  is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its affiliated companies at or subsequent
to the Executive’s termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement.
 
	  
 	  
 
	  
 	  (i)          Statutory References.  Any reference in this Agreement to a specific statutory provision shall include
that provision and any comparable provision or provisions of future legislation amending, modifying, supplementing or superseding the referenced provision.
 
	  
 	  
 
	  
 	 (j)          Nonassignability.  This Agreement is personal to the Executive, and without the prior written consent of
the Company, no right, benefit or interest hereunder shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, except by will or the laws of descent and distribution, and any attempt
thereat shall be void; and no right, benefit or interest hereunder shall, prior to receipt of payment, be in any manner liable for or subject to the recipient’s debts, contracts, liabilities, engagements or torts.
 
	  
 	  
 
	  
 	  (k)          Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be
considered an original and all of which together shall constitute one agreement.
 
	  
 	  
 
	  
 	  (l)          Employment with Affiliates.  Employment with the Company for purposes of this Agreement shall include
employment with any corporation or other entity in which the Company has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then outstanding securities of such corporation or other entity entitled to
vote generally in the election of directors or which has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of
directors.
 

           IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the
authorization from its Board of Directors, the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first above written.

	  
 	  
 	  C&F FINANCIAL CORPORATION
 	  
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  By:
 	  /s/ LARRY G. DILLON
 	  
 
	  
 	  
 	  
 	 
 	  
 
	  
 	  
 	   
 	 Larry G. Dillon, President
 	  
 
	  
 	  
 	   
 	   
 	  
 
	  
 	  
 	  By:
 	  /s/ THOMAS F. CHERRY
 	  
 
	  
 	  
 	  
 	 
 	  
 
	  
 	  
 	  
 	  Thomas F. Cherry
 	  
 

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