C&F FINANCIAL CORPORATION
2004 INCENTIVE STOCK PLAN
Establishment, Purpose, and Duration
1.1 Establishment of the Plan . C&F Financial Corporation, a Virginia corporation (the “Company”), hereby establishes an
incentive compensation plan for the Company and its subsidiaries to be known as the “2004 Incentive Stock Plan”, as set forth
in this document. Unless otherwise defined herein, all capitalized terms shall have the meanings set forth in Section 2.1 herein.
The Plan permits the grant of Incentive Stock Options, Non-qualified Stock Options, Stock Appreciation Rights and Restricted
The Plan was adopted by the Board of Directors of the Company on February 17, 2004, and shall become effective on May
1, 2004 (the “Effective Date”), subject to the approval by vote of shareholders of the Company in accordance with applicable
laws. Awards under the Plan may not be granted prior to the later of the Effective Date of the Plan or the date of shareholder
approval of the Plan.
1.2 Purpose of the Plan . The purpose of the Plan is to promote the success of the Company and its Subsidiaries by
providing incentives to Key Employees that will promote the identification of their personal interest with the long-term financial
success of the Company and with growth in shareholder value. The Plan is designed to provide flexibility to the Company and
its Subsidiaries, in its ability to motivate, attract, and retain the services of Key Employees upon whose judgment, interest, and
special effort the successful conduct of its operation is largely dependent.
1.3 Duration of the Plan . The Plan shall commence on the Effective Date, as described in Section 1.1 herein, and shall
remain in effect, subject to the right of the Board of Directors to terminate the Plan at any time pursuant to Article XI herein,
until April 30, 2014, at which time it shall terminate except with respect to Awards made prior to, and outstanding on, that date
which shall remain vali