THIS AGREEMENT made as of the 16th day of April, 2002, by and between C&F MORTGAGE CORPORATION (C&F),
Virginia Corporation and BRYAN McKERNON (McKernon):
W I T N E S S E T H:
That for and in consideration of the mutual covenants contained herein, the parties hereto do agree as follows:
1. Scope of Services; Exclusivity. C&F hereby employs McKernon and McKernon hereby agrees to accept employment
and serve as President and Chief Executive Officer of C&F Mortgage Corporation. McKernon agrees to perform the duties
normally associated with such positions, as well as such other legally permissible and proper duties and functions as the Board
of Directors of C&F shall from time to time assign to him.
During the period of his employment with C&F, McKernon will devote his exclusive efforts toward the establishment and
operation of C&F. He will not engage in any activities which would conflict with the present or future enterprises of C&F and
will use his best efforts to promote the present and future welfare of C&F in all his business and social dealings.
2. Compensation; Bonus. McKernon shall be paid monthly salary payments, based on an annual salary of $150,000.00.
In addition, C&F will pay to McKernon a bonus equal to a percentage of the (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
3. Term of Agreement; Termination. The term of this Agreement shall be three years at all times, unless and until notice is
given pursuant to the foll