The Executive is hereby awarded Restricted Stock Units which shall vest based on the financial performance of the Company. The Restricted Stock Units shall vest on , if the average of the Company’s annual return on equity ("ROE") for calendar years through ("Performance Period") is equal to per cent ( %) or more. ROE for each calendar year in the Performance Period shall be calculated by dividing the Company’s net earnings for the calendar year by the average monthly stockholder equity during such year.

Grant of Stock Units. The Company hereby grants to the Employee an Award of ​ Stock Units on the terms and conditions set forth herein and in the Plan. Each Stock Unit represents the right of the Employee to receive an amount equal to the Fair Market Value of a Share on the date that payment is made with respect to the Stock Unit.

The Compensation and Management Development Committee of the Board of Directors of Bristol-Myers Squibb Company (the “Committee”) has granted to you as of [XX​, 2023] (the “Award Date”) an Award of RSUs as designated herein subject to the terms, conditions, and restrictions set forth in this Agreement and the Plan. Each RSU shall represent the conditional right to receive, upon settlement of the RSU, one share of Bristol-Myers Squibb Common Stock (“Common Stock”) or, at the discretion of the Company, the cash equivalent thereof (subject to any tax withholding as described in Section 4). The purpose of such Award is to motivate and retain you as an employee of the Company or a subsidiary of the Company, to encourage you to continue to give your best efforts for the Company’s future success, to increase your proprietary interest in the Company, and to align your interests with the interests of the Company’s shareholders. Except as may be required by law, you are not required to make any payment (other than payments for taxes pursuant to Section 4 hereof) or provide any other monetary consideration.

Grant of Restricted Stock. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant the number of shares of Restricted Stock provided in the Grant Notice. The Company may make one or more additional grants of Restricted Stock to the Participant under this Award Agreement by providing the Participant with a new Grant Notice, which may also include any terms and conditions differing from this Award Agreement to the extent provided therein. The Company reserves all rights with respect to the granting of additional shares of Restricted Stock hereunder and makes no implied promise to grant additional shares of Restricted Stock.

GRANT OF RESTRICTED STOCK. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Shares of Restricted Stock to Participants in such amounts as the Committee shall determine.

Grant of Restricted Stock. Subject in all respects to the Plan and the terms and conditions set forth herein and therein, on the Grant Date you were automatically granted [#] shares of Restricted Stock (the “Award”). To the extent required by law, you shall pay to the Company the par value ($0.10) for each share of Restricted Stock awarded to you simultaneously with the execution of this Agreement.

Grant of Restricted Stock. The Company hereby grants ("Grant") to the Grantee an award of TWENTY THOUSAND (20,000) shares of the Company's Series A Preferred Stock, $0.01 par value per share ("Shares"). The Shares granted shall be issued in certificate form in the name of the Grantee as soon as reasonably practicable after the Date of Grant and shall be subject to the execution and return of this Agreement by the Grantee to the Company as provided in [Section 9] hereof.

Grant of Restricted Stock. The Company hereby grants to the Grantee a total of ​ restricted Shares (the “Restricted Stock”). Except as otherwise provided herein including, without limitation, the provisions of Paragraph 4 hereof, the Grantee shall have with respect to the Restricted Stock all of the rights of a holder of Shares, including the right to receive dividends, if paid, and the right to vote the Shares, provided, however, that the amount of any dividend otherwise payable on the Restricted Stock prior to the date on which the Restricted Stock has become vested shall instead be held in escrow from and after the dividend payment date until the Restricted Stock vests, at which time the amount of the dividend shall be paid to the Grantee (or, if such Restricted Stock is forfeited prior to becoming vested, the amount of any dividend related to such Restricted Stock shall also be forfeited). Unless otherwise directed by the Committee, the Restricted Stock shall be held in book entry form with appropriate restrictions relating to the transfer of such Shares.

Old Point Financial Corporation, a Virginia corporation (the "Company"), hereby establishes the Old Point Financial Corporation 2016 Incentive Stock Plan (the "Plan"). Unless otherwise defined herein, all capitalized terms shall have the meanings set forth in Section 2.1. The Plan permits the grant of Incentive Stock Options, Nonqualified Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Stock Awards, and Performance Units to Key Employees of the Company or its Subsidiaries and the grant of Nonqualified Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Stock Awards, and Performance Units to Non-Employee Directors of the Company or its Subsidiaries.

“Restricted Stock Unit” means the Units issued pursuant to a Restricted Stock Grant under [Section 8] of the Company’s 2008 Performance Plan, or any successor equity compensation plan, so long as such Units remain subject to the restrictions and conditions specified in this Plan pursuant to which such Restricted Stock Grant is made.