BANK OF VIRGINIA

2005 STOCK OPTION PLAN


 


ARTICLE
I

Definitions


 


1.01       Affiliate
means any entity that is a subsidiary corporation of the Company. For this purpose, “subsidiary corporation” means
any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time of the
granting of the Option one or more of the corporations other than the last corporation in the unbroken chain owns stock possessing
50 percent or more of the total combined voting power of all classes of stock in such corporation.


 


1.02       Agreement
means a written agreement (including any amendment or supplement thereto) between the Company and a Participant specifying the
terms and conditions of an Option granted to such Participant.


 


1.03       Board
means the Board of Directors of the Company.


 


1.04       Code
means the Internal Revenue Code of 1986 and any amendments thereto.


 


1.05       Common
Stock means the common stock of the Company.


 


1.06       Company
means Bank of Virginia, a Virginia corporation.


 


1.07       Fair
Market Value means, on any given date, (i) the mean between the bid and asked prices of the Common Stock for such date or,
if the Common Stock was not traded on such day, then on the next preceding day that the Common Stock was so traded, or (ii) in
the event the Board determines that the bid and asked prices for the Common Stock are not available or do not provide an accurate
measure of Fair Market Value, such other amount as the Board shall determine based upon a good faith method of valuation to be
the Fair Market Value.


 


1.08       Option
means a stock option that entitles the holder to purchase from the Company a stated number of shares of Common Stock at the price
set forth in an Agreement.


 


1.09       Participant
means an employee of the Company or of an Affiliate who satisfies the requirements of Article IV and is selected by the Board to
receive an Option.


 


1.10       Plan
means the Bank of Virginia 2005 Stock Option Plan.


 


ARTICLE
II

Purposes


 


The Plan is intended
to foster and promote the long-term growth and financial success of the Company and its Affiliates by assisting the Company
in recruiting and retaining directors and key employees with ability and initiative by enabling individuals who contribute significantly
to the Company or an Affiliate to participate in its future success and to associate their interests with those of the Company.
The proceeds received by the Company from the sale of Common Stock pursuant to this Plan shall be used for general corporate purposes.
The Plan is not expected to have any material effect on the value of issued and outstanding shares of the Company’s Common
Stock.


 



    	1



    	 



    

 


The Plan is intended
to enable stock options granted under the Plan to qualify as incentive stock options (“Incentive Stock Options”) under
Section 422A of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).


 


ARTICLE
III

Administration


 


The Plan shall be administered
by the Board. The Board shall have authority to grant Options upon such terms (not inconsistent with the provisions of this Plan)
as the Board may consider appropriate. Such terms may include conditions (in addition to those contained in the Plan) on the exercisability
of all or any part of an Option. In addition, the Board shall have complete authority to interpret all provisions of this Plan;
to prescribe the form of Agreements; to adopt, amend and rescind rules and regulations pertaining to the administration of the
Plan; and to make all other determinations necessary or advisable for the administration of this Plan. The express grant in the
Plan of any specific power to the Board shall not be construed as limiting any power or authority of the Board. Any decision made,
or action taken, by the Board in connection with the administration of this Plan shall be final and conclusive. No member of the
Board shall be liable for any act done with respect to this Plan or any Agreement or Option. All expenses of administering this
Plan shall be borne by the Company.


 


ARTICLE
IV

Eligibility


 


4.01       General.
Any director of the Company and any employee of the Company or of any Affiliate (including any corporation that becomes an Affiliate
after the adoption of this Plan) who, in the judgment of the Board, has contributed significantly or can be expected to contribute
significantly to the profits or growth of the Company or an Affiliate may receive one or more Options.


 


4.02       Grants.
 The Board shall designate individuals to whom Options are to be granted and will specify the number of shares of Common Stock
subject to each grant. All Options granted under this Plan shall be evidenced by Agreements which shall be subject to applicable
provisions of this Plan and to such other provisions as the Board may adopt.


 


ARTICLE
V

Shares Subject to Plan


 


Upon the exercise of
any Option, the Company shall deliver to the Participant authorized but unissued shares of Common Stock. The maximum aggregate
number of shares of Common Stock that may be issued pursuant to the exercise of Options under this Plan is 100,000, subject to
the adjustment as provided in Article XII. If an Option is cancelled by mutual agreement of the Company and a Participant or terminated,
in whole or in part, for any reason other than its exercise, the number of shares of Common Stock allocated to the Option or portion
thereof may be reallocated to other Options to be granted under this Plan.


 


ARTICLE
VI

Tax Character of Options


 


The Board shall have
the discretion to designate whether Options shall be Incentive Stock Options or non-statutory options. To the extent that an Option
exceeds the limitation described in Article X, the Option shall not be an Incentive Stock Option.


 



    	2



    	 



    

 


ARTICLE
VII

Price


 


The price per share
paid by a Participant for Common Stock purchased on the exercise of an Incentive Stock Option shall be equal to the Fair Market
Value per share of the Company’s Common stock on the date the Option is granted. In the discretion of the Board, the price
per share paid by a Participant in connection with a non-statutory stock Option may be less then at the Fair Market Value per share
of the Company’s Common Stock on the date the Option is granted.


 


ARTICLE
VIII

Exercise of Options


 


8.01       Maximum
Option Period. No Option shall be exercisable after the expiration of ten years from the date Option was granted. The Board,
at the time of grant, may direct that an Option be exercisable for a period of less than such maximum period.


 


8.02       Nontransferability.
Any Option granted under this Plan shall be nontransferable except by will or by the laws of descent and distribution. During the
lifetime of the Participant to whom the Option is granted, the Option may be exercised only by the Participant. No right or interest
of the Participant in any Option shall be liable for, or subject to, any lien, obligation, or liability of such Participant.


 


8.03       Employee
Status. In the event that the terms of any Option provide that it may be exercised only during employment or within a specified
period of time after termination of employment, the Board may decide in each case to what extent leaves of absences for governmental
or military service, illness, temporary disability, or other reason shall not be deemed interruptions of continuous employment.


 


ARTICLE
IX

Method of Exercise of Options


 


9.01       Exercise.
Subject to the provision of Articles VIII and XIII, an Option may be exercised in whole at any time or in part from time to time
at such times and in compliance with such requirements as the Board shall determine. An Option granted under this Plan may be exercised
with respect to any number of whole shares less then the full number for which the Option could be exercised. Such partial exercise
of an Option shall not affect the right to exercise the Option from time to time in accordance with this Plan with respect to remaining
shares subject to the Option.


 


9.02       Payment.
Unless otherwise provided by the Agreement, payment of the Option price shall be made in cash or a cash equivalent acceptable to
the Board. Unless the Agreement provides otherwise, payment of all or part of the Option price may be made by surrendering shares
of Common Stock to the Company. If Common Stock is-used to pay all or part of the Option price, the shares surrendered must have
a Fair Market Value (determined as of the day preceding the date of exercise) that is not less than such price or part thereof.


 


9.03       Shareholder
Rights. No Participant shall, as a result of receiving an Option, have any rights as a shareholder until the date he exercises
such Option.


 



    	3



    	 



    

 


ARTICLE
X

Limitations on Incentive Stock Options


 


No Incentive Stock
Option shall be granted to any optionee who would cause the aggregate Fair Market Value of the stock with respect to which Incentive
Stock Options are exercisable by such optionee for the first time during any calendar year to exceed $100,000. For the purposes
of this Article, Incentive Stock Options include all Incentive Stock Options under plans of the Company and its Affiliates.


 


ARTICLE
XI

Change in Control


 


11.01       Options.
An Agreement may provide that an Option that is outstanding on a Change in Control Date shall be exercisable in whole or in part
on that date and thereafter during the remainder of the option period stated in the Agreement.


 


11.02       Change
in Control. A Change in Control occurs if, after the date of the Agreement, (i) any person who is not a Director of the Company
on the date that this Plan is adopted by the shareholders of the Company, including a “group” as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, becomes the owner or beneficial owner of Company securities having 20% or more
of the combined voting power of the then outstanding Company securities that may be cast for the election of the Company’s
directors (other than as a result of an issuance of securities initiated by the Company, or open market purchases approved by the
Board, as long as the majority of the Board approving the purchases is a majority at the time the purchases are made); or (ii)
as the direct or indirect result of, or in connection with, a cash tender or exchange offer, a merger or other business combination,
a sale of assets, a contested election, or any combination of these transactions, the persons who were Directors of the Company
before such transactions cease to constitute a majority of the Company’s Board, or any successor’s board, within two
years of the last of such transactions; or (iii) with respect to a Participant employed by an Affiliate, an event occurs with respect
to the employer such that, after the event, the employer is no longer an Affiliate and the Participant is not longer employed by
the Company or an Affiliate. For purposes of this Agreement, the Control Change Date is the date on which an event described in
(i), (ii) or (iii) occurs. If a Change in Control occurs on account of a series of transactions, the Control Change Date is the
date of the last of such transactions.


 


ARTICLE
XII

Adjustment Upon Change in Common Stock


 


Should the Company
effect one or more stock dividends, stock split-ups, subdivisions or consolidations of shares, the number of shares as to which
Options may be granted under this Plan shall be proportionately adjusted and the terms of Options shall be adjusted as the Board
shall determine to be equitably required. Any determination made under this Article XII by the Board shall be final and conclusive.


 


The issuance by the
Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property or for
labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefore, or upon conversion
of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by
reason thereof shall be made with respect to, Options.


 



    	4



    	 



    

 


ARTICLE
XIII

Compliance with Law and

Approval of Regulatory Bodies


 


No Option shall be
exercisable, no Common Stock shall be issued, no certificates for shares of Common Stock shall be delivered, and no payment shall
be made under this Plan except in compliance with all applicable federal and state laws and regulations (including, without limitations,
withholding tax requirements) and the rules of all domestic stock exchanges on which the Company’s shares may be listed.
The Company shall have the right to rely on an opinion of its counsel as to such compliance. Any share certificate issued to evidence
Common Stock for which an Option is exercised may bear such legends and statements as the Board may deem advisable to assure compliance
with federal and state laws and regulations. No Option shall be exercisable, no Common Stock shall be issued, no certificate for
shares shall be delivered, and no payment shall be made under this Plan until the Company has obtained such consent or approval
as the Board may deem advisable from regulatory bodies having jurisdiction over such matters.


 


ARTICLE
XIV

General Provisions


 


14.01       Effect
of Employment. Neither the adoption of this Plan, nor any Agreement or other document describing or referring to this Plan
(or any part thereof) shall confer upon any employee any right to continue in the employ of the Company or an Affiliate or in any
way affect any right and power of the Company or an Affiliate to terminate the employment of any employee at any time with or without
assigning a reason therefor.


 


14.02       Unfunded
Plan. The Plan, insofar as it provides for grants shall be unfunded, and neither the Company nor any Affiliate shall be required
to segregate any assets that may at any time be represented by grants under this Plan. Any liability of the Company or an Affiliate
to any person with respect to any grant under this Plan shall be based solely upon any contractual obligations that may be created
pursuant to this Plan. No such obligation of the Company or an Affiliate shall be deemed to be secured by any pledge of, or other
encumbrance on, any property of the Company or an Affiliate.


 


14.03       Rules
of Construction. Headings are given to the articles of this Plan solely as a convenience to facilitate reference. The reference
to any statute, regulations, or other provision of law shall be construed to include any amendment to or successor of such provision
of law.


 


ARTICLE
XV

Amendment


 


The Board may amend
or terminate this Plan from time to time; provided, however, that if this Plan is approved by the Company’s shareholders,
no amendment may become effective until shareholder approval of such amendment is obtained if the amendment (i) materially increases
the aggregate number of shares that may be issued pursuant to Options, (ii) materially increases the benefits accruing to Participants
under the Plan, or (iii) materially changes the class of employees eligible to become Participants. No amendment shall, without
a Participant’s consent, adversely affect any rights of such Participant under an Option outstanding at the time such amendment
is made.


 



    	5



    	 



    

 


ARTICLE
XVI

Duration of Plan


 


No Option may be granted
under this Plan after August 15, 2015. Options granted before such date shall remain valid in accordance with their terms.


 



    	6