AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT is entered into as of the 30th day of December, 2008, by and between C&F FINANCIAL
CORPORATION, a Virginia corporation (the “Company”), and BRYAN MCKERNON (the “Executive”).
I. The Company and the Executive previously entered into an Employment Agreement dated as of December 19, 2006 (the
II. The Company and the Executive desire to amend the Agreement to comply with the requirements of Section 409A of the
Internal Revenue Code and applicable guidance issued thereunder (“Code Section 409A”).
NOW, THEREFORE, it is hereby agreed as follows:
1. Section 2 of the Agreement is amended to read as follows:
2. Compensation; Bonus. McKernon shall be paid monthly salary payments, based on an annual salary of no less than
In addition, C&F will pay to McKernon a bonus equal to a percentage of (calculated according to Generally
Accepted Accounting Principles) realized by C&F, according to the following schedule:
The bonus will be computed at the end of each month and will be paid prior to the end of the next month, except as limited
by the next paragraph. The bonus computation will be based upon 80% of the annualized year-to-date results and will be
adjusted at year-end based upon final results in order that the total bonus will be equal to the appropriate percentage of year
end . Any amount due based on the adjustment after the end of any calendar year will be paid no later than 60 days after
the end of such calendar year.
2. Section 4(B) is amended to read as follows:
4. Further Termination of Agreement
B. C & F shall have the right, at any time and at its sole option, to buy out McKernon’s interest in this Agreement
and terminate his employment, thereafter having no further obligation to McKernon except as may be set out in this Agreement,
based upon the following chart:
For purposes of this paragraph, NIBT shall be defined as Net Income Be