2006 STOCK INCENTIVE PLAN



 Exhibit 10.1 
 HAMPTON ROADS BANKSHARES, INC. 
 2006 STOCK INCENTIVE PLAN 
 1. Purpose and Effective Date. 
 (a) The purpose of the 2006 Hampton Roads Bankshares, Inc. Stock Incentive Plan (the “Plan”) is to further the long term stability and financial success of Hampton Roads Bankshares, Inc. (the
“Company”) by attracting and retaining personnel, including employees, non-employee directors, and consultants, through the use of stock incentives. It is believed that ownership of Company stock will stimulate the efforts of those
employees upon whose judgment, interest and efforts the Company is and will be largely dependent for the successful conduct of its business. 
 (b) The Plan was adopted by the Board of Directors of the Company on March, 14. 2006, and became effective on April 25, 2006 (the “Effective Date”), subject to the approval of the Company’s
shareholders. 
 2. Definitions. 
 (a) Act. The Securities Exchange Act of 1934, as amended. 
 (b) Affiliate. The
meaning assigned to the term “affiliate” under Rule 12b-2 of the Act. 
 (c) Applicable Withholding Taxes.
The aggregate amount of federal, state and local income and payroll taxes that the Company is required to withhold (based on the minimum applicable statutory withholding rates) in connection with any exercise of an Option or the award, lapse of
restrictions or payment with respect to Restricted Stock or Incentive Stock. 
 (d) Award. The award of an Option,
Restricted Stock or Incentive Stock under the Plan. 
 (e) Company. Hampton Roads Bankshares, Inc. 
 (f) Company Stock. Common stock of Hampton Roads Bankshares, Inc. In the event of a change in the capital structure of the Company
(as provided in Section 13 below), the shares resulting from such a change shall be deemed to be Company Stock within the meaning of the Plan. 
 (g) Beneficiary. The person or persons entitled to receive a benefit pursuant to an Award upon the death of a Participant. 
 (h) Board. The Board of Directors of the Company. 
 (i) Cause. Dishonesty, fraud, misconduct, gross incompetence, gross negligence, breach of a material fiduciary duty, material
breach of an agreement with the Company, unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations), in each case as determined by the Committee,
which determination shall be binding. Notwithstanding the foregoing, if “Cause” is defined in an employment 

  

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agreement between a Participant and the Company, “Cause” shall have the meaning assigned to it in such agreement. 
 (j) Change of Control. 
 (i) The acquisition by any unrelated person of beneficial ownership (as that term is used for purposes of the Act) of 50% or more of the then outstanding shares of common stock of the Company or the combined voting
power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors. The term “unrelated person” means any person other than (x) the Company and its subsidiaries, (y) an employee
benefit plan or related trust of the Company, and (z) a person who acquires stock of the Company pursuant to an agreement with the Company that is approved by the Board in advance of the acquisition. For purposes of this subsection, a
“person” means an individual, entity or group, as that term is used for purposes of the Act. 
 (ii) Any tender or
exchange offer, merger or other business combination, sale of assets or any combination of the foregoing transactions, and the Company is not the surviving corporation. 
 (iii) A liquidation of the Company. 
 (k) Code. The Internal Revenue Code of 1986, as amended. 
 (l) Committee. The
Committee appointed to administer the Plan pursuant to Plan Section 15. All of the Committee members shall be “Non-Employee Directors” as defined in Rule 16b-3 under the Act or any similar or successor rule. 
 (m) Consultant. A person rendering services to the Company or any of its subsidiaries who is not an “employee” for
purposes of employment tax withholding under the Code. 
 (n) Corporate Change. A consolidation, merger, dissolution or
liquidation of the Company, or a sale or distribution of assets or stock (other than in the ordinary course of business) of the Company; provided that, unless the Committee determines otherwise, a Corporate Change shall only be considered to have
occurred with respect to Participants whose business unit is affected by the Corporate Change. 
 (o) Date of Grant.
The date as of which an Award is made by the Committee. 
 (p) Disability or Disabled. As to an Incentive Stock Option,
a Disability within the meaning of Code Section 22(e)(3). As to all other Incentive Awards, the Committee shall determine whether a Disability exists and such determination shall be conclusive. 
 (q) Employee. A person rendering services to the Company or any of its subsidiaries who qualifies as an “employee” for
purposes of employment tax withholding under the Code. 
  

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 (r) Fair Market Value. 
 (i) If the Company Stock is traded on an exchange, the average of the highest and lowest registered sales prices of the Company Stock on
the exchange on which the Company Stock generally has the greatest trading volume, or 
 (ii) If the Company Stock is traded
in the over-the-counter market, the average between the closing bid and asked prices as reported by NASDAQ. 
 (iii) If Shares
of Company Stock are not publicly traded, the Fair Market Value shall be determined by the Committee using the most recent sales price known to the Company. 
 (iv) Fair Market Value shall be determined as of the Grant Date or, if applicable, the date specified in the Plan. If the Company Stock is
traded on an exchange and there are no trades on such date, the value shall be determined as of the last preceding day on which the Company Stock was traded. 
 (s) Incentive Stock. Company Stock awarded when performance goals are achieved pursuant to an incentive plan established by the
Committee, as provided in Section 8 below. 
 (t) Incentive Stock Option. An Option intended to meet the
requirements of, and qualify for favorable Federal income tax treatment under, Code Section 422. 
 (u) Nonstatutory
Stock Option. An Option that does not meet the requirements of Code Section 422, or that is otherwise not intended to be an Incentive Stock Option and is so designated. 
 (v) Option. A right to purchase Company Stock granted under the Plan, at a price determined in accordance with the Plan.

 (w) Participant. Any individual who receives an Award under the Plan. 
 (x) Replacement Feature. A feature of an Option, as described in the Participant’s stock option agreement, that provides for
the automatic grant of a Replacement Option in accordance with the provisions of Section 9(b) below. 
 (y)
Replacement Option. An Option granted to a Participant equal to the number of shares of already owned Company Stock that are delivered by the Participant to exercise an Option, as described in Section 9(b) below. 
 (z) Restricted Stock. Company Stock awarded upon the terms and subject to the restrictions set forth in Section 7 below.

 (aa) Rule 16b-3. Rule 16b-3 of the Act, including any corresponding subsequent rule or any amendments to Rule 16b-3
enacted after the effective date of the Plan. 
 (bb) 10% Shareholder. A person who owns, directly or indirectly, stock
possessing more than 10% of the total combined voting power of all classes of stock of the Company or an Affiliate. Indirect ownership of stock shall be determined in accordance with Code Section 424(d). 
  

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 3. General. Awards of Options, Restricted Stock and Incentive Stock may be granted under the Plan.
Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options. 
 4. Stock. Subject to Section 13
of the Plan, there shall be reserved for issuance under the Plan an aggregate of 1,000,000 shares of Company Stock, which shall include authorized, but unissued, shares. The number of shares reserved for issuance as Incentive Stock Options under the
Plan shall be an aggregate of 1,000,000 shares of Company Stock, which shall include authorized, but unissued, shares. Shares allocable to Options granted under the Plan that expire or otherwise terminate unexercised and shares that are forfeited
pursuant to restrictions on Restricted Stock or Incentive Stock awarded under the Plan may again be subjected to an Award under this Plan. For purposes of determining the number of shares that are available for Awards under the Plan, such number
shall, if permissible under Rule 16b-3, include the number of shares surrendered by a Participant or retained by the Company (a) in connection with the exercise of an Option or (b) in payment of Applicable Withholding Taxes. 
 5. Eligibility. 
 (a)
Any employee of, director of, or Consultant to the Company who, in the judgment of the Committee, has contributed or can be expected to contribute to the profits or growth of the Company is eligible to become a Participant. The Committee shall have
the power and complete discretion, as provided in Section 14, to select eligible Participants and to determine for each Participant the terms, conditions and nature of the Award and the number of shares to be allocated as part of the Award;
provided, however, that any award made to a member of the Committee must be approved by the Board. The Committee is expressly authorized to make an Award to a Participant conditioned on the surrender for cancellation of an existing Award.

 (b) The grant of an Award shall not obligate the Company to pay an employee any particular amount of remuneration, to
continue the employment of the employee after the grant or to make further grants to the employee at any time thereafter. 
 (c) Non-employee directors and Consultants shall not be eligible to receive the Award of an Incentive Stock Option. 
 (d) The maximum number of shares with respect to which an Award may be granted in any calendar year to any employee during such calendar year shall be 50,000 shares of Company Stock. 
 6. Stock Options. 
 (a) Whenever the Committee deems it appropriate to grant Options, notice shall be given to the Participant stating the number of shares for which Options are granted, the Option price per share, whether the options are Incentive Stock
Options or Nonstatutory Stock Options, and the conditions to which the grant and exercise of the Options are subject. This notice, when duly accepted in writing by the Participant, shall become a stock option agreement between the Company and the
Participant. 
 (b) The Committee shall establish the exercise price of Options. The exercise price of an Incentive Stock
Option shall be not less than 100% of the Fair Market Value of such shares on the Date of Grant, provided that if the Participant is a 10% Shareholder, the exercise price of an Incentive Stock Option shall be not less than 110% of the Fair Market
Value of such shares on the Date of Grant. The exercise price of a Nonstatutory Stock Option Award intended to be performance-based for purposes 

  

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of Code Section 162(m) shall not be less than 100% of the Fair Market Value of the shares of Company Stock covered by the Option on the Date of Grant.

 (c) Options may be exercised in whole or in part at such times as may be specified by the Committee in the
Participant’s stock option agreement. The Committee may impose such vesting conditions and other requirements as the Committee deems appropriate, and the Committee may include such provisions regarding a Change of Control or Corporate Change as
the Committee deems appropriate. 
 (d) The Committee shall establish the term of each Option in the Participant’s stock
option agreement. The term of an Incentive Stock Option shall not be longer than ten years from the Date of Grant, except that an Incentive Stock Option granted to a 10% Shareholder may not have a term in excess of five years. No option may be
exercised after the expiration of its term or, except as set forth in the Participant’s stock option agreement, after the termination of the Participant’s employment. The Committee shall set forth in the Participant’s stock option
agreement when, and under what circumstances, an Option may be exercised after termination of the Participant’s employment or period of service; provided that no Incentive Stock Option may be exercised after (i) three months from the
Participant’s termination of employment with the Company for reasons other than Disability or death, or (ii) one year from the Participant’s termination of employment on account of Disability or death. The Committee may, in its sole
discretion, amend a previously granted Incentive Stock Option to provide for more liberal exercise provisions, provided however that if the Incentive Stock Option as amended no longer meets the requirements of Code Section 422, and, as a result
the Option no longer qualifies for favorable federal income tax treatment under Code Section 422, the amendment shall not become effective without the written consent of the Participant. 
 (e) An Incentive Stock Option, by its terms, shall be exercisable in any calendar year only to the extent that the aggregate Fair Market
Value (determined at the Date of Grant) of the Company Stock with respect to which Incentive Stock Options are exercisable by the Participant for the first time during the calendar year does not exceed $100,000 (the “Limitation Amount”).
Incentive Stock Options granted under the Plan and all other plans of the Company and any parent or Subsidiary of the Company shall be aggregated for purposes of determining whether the Limitation Amount has been exceeded. The Board may impose such
conditions as it deems appropriate on an Incentive Stock option to ensure that the foregoing requirement is met. If Incentive Stock Options that first become exercisable in a calendar year exceed the Limitation Amount, the excess Options will be
treated as Nonstatutory Stock Options to the extent permitted by law. 
 (f) If a Participant dies and if the
Participant’s stock option agreement provides that part or all of the Option may be exercised after the Participant’s death, then such portion may be exercised by the personal representative of the Participant’s estate during the time
period specified in the stock option agreement. 
 (g) The Committee may, in its discretion, grant Options containing a
Replacement Feature as described in Section 10(b) and may amend previously granted Nonstatutory Stock Options to provide such a Replacement Feature. 
 (h) If a Participant’s employment or services is terminated by the Company for Cause, the Participant’s Options shall terminate as of the date of the misconduct. 
  

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 7. Restricted Stock Awards. 
 (a) Whenever the Committee deems it appropriate to grant a Restricted Stock Award, notice shall be given to the Participant stating the
number of shares of Restricted Stock for which the Award is granted and the terms and conditions to which the Award is subject. This notice, when accepted in writing by the Participant, shall become an Award agreement between the Company and the
Participant. Certificates representing the shares shall be issued in the name of the Participant, subject to the restrictions imposed by the Plan and the Committee. A Restricted Stock Award may be made by the Committee in its discretion without cash
consideration. 
 (b) The Committee may place such restrictions on the transferability and vesting of Restricted Stock as the
Committee deems appropriate, including restrictions relating to continued employment and financial performance goals. Without limiting the foregoing, the Committee may provide performance or Change of Control or Corporate Change acceleration
parameters under which all, or a portion, of the Restricted Stock will vest. Restricted Stock may not be sold, assigned, transferred, disposed of, pledged, hypothecated or otherwise encumbered until the restrictions on such shares shall have lapsed
or shall have been removed pursuant to subsection (c) below. 
 (c) The Committee may provide in a Restricted Stock
Award, or subsequently, that the restrictions will lapse if a Change of Control or Corporate Change occurs. The Committee may at any time, in its sole discretion, accelerate the time at which any or all restrictions will lapse or may remove
restrictions on Restricted Stock as it deems appropriate. 
 (d) A Participant shall hold shares of Restricted Stock subject
to the restrictions set forth in the Award agreement and in the Plan. In other respects, the Participant shall have all the rights of a shareholder with respect to the shares of Restricted Stock, including, but not limited to, the right to vote such
shares and the right to receive all cash dividends and other distributions paid thereon. Certificates representing Restricted Stock shall bear a legend referring to the restrictions set forth in the Plan and the Participant’s Award agreement.
If stock dividends are declared on Restricted Stock, such stock dividends or other distributions shall be subject to the same restrictions as the underlying shares of Restricted Stock. 
 8. Incentive Stock Awards. 
 (a) Incentive Stock may be issued pursuant to the Plan in connection with incentive programs established from time to time by the Committee. The Committee shall establish such performance criteria as it deems
appropriate as a prerequisite for the issuance of Incentive Stock. A Participant who is eligible to receive Incentive Stock will have no rights as a shareholder before receipt of the Incentive Stock certificates. Incentive Stock may be issued
without cash consideration. A Participant’s interest in an incentive program or the contingent right to receive Incentive Stock may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered. 
 (b) The Committee may provide in the incentive program, or subsequently, that Incentive Stock will be issued if a Change of Control or
Corporate Change occurs, even though the performance goals set by the Committee have not been met. 
  

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 9. Method of Exercise of Options. 
 (a) Options may be exercised by giving written notice of the exercise to the Company, stating the number of shares the Participant has
elected to purchase under the Option. Such notice shall be effective only if accompanied by the exercise price in full in cash; provided that, if the terms of an Option so permit, the Participant may (i) deliver Company Stock that the
Participant has owned for at least six months (valued at Fair Market Value on the date of exercise), or (ii) deliver a properly executed exercise notice together with irrevocable instructions to a broker to deliver promptly to the Company, from
the sale or loan proceeds with respect to the sale of Company Stock or a loan secured by Company Stock, the amount necessary to pay the exercise price and, if required by the Committee, Applicable Withholding Taxes. Unless otherwise specifically
provided in the Option, any payment of the exercise price paid by delivery of Company Stock acquired directly or indirectly from the Company shall be paid only with shares of Company Stock that have been held by the Participant for more than six
months. 
 (b) If a Participant exercises an Option that has a Replacement Feature by delivering already owned shares of
Company Stock, the Participant shall automatically be granted a Replacement Option. The Replacement Option shall be subject to the following provisions: 
 (i) The Replacement Option shall cover the number of shares of Company Stock delivered by the Participant to exercise the Option; 
 (ii) The Replacement Option will not have a Replacement Feature; 
 (iii) The exercise price of shares of Company Stock covered by a Replacement Option shall be not less than 100% of the Fair Market Value
of such shares on the date the Participant delivers shares of Company Stock to exercise the Option; 
 (iv) The Replacement
Option shall be subject to the same restrictions on exercisability as those imposed on the underlying Option and such other restrictions as the Committee deems appropriate. 
 (c) Notwithstanding anything herein to the contrary, Awards shall always be granted and exercised in such a manner as to conform to the
provisions of Rule 16b-3. 
 10. Applicable Withholding Taxes. Each Participant shall agree, as a condition of receiving an Award, to
pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, all Applicable Withholding Taxes with respect to the Award. Until the Applicable Withholding Taxes have been paid or arrangements satisfactory to the
Company have been made, no stock certificates (or, in the case of Restricted Stock, no stock certificates free of a restrictive legend) shall be issued to the Participant. As an alternative to making a cash payment to the Company to satisfy
Applicable Withholding Tax obligations, the Committee may establish procedures permitting the Participant to elect to (a) deliver shares of already owned Company Stock (subject to such restrictions as the Committee may establish, including a
requirement that any shares of Company Stock so delivered shall have been held by the Participant for not less than six months) or (b) have the Company retain that number of shares of Company Stock that would satisfy all or a specified portion
of the Applicable Withholding Taxes. Any such election shall be made only in accordance with procedures established by the Committee and in accordance with Rule 16b-3. 
  

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 11. Nontransferability of Awards. 
 (a) In general, Awards, by their terms, shall not be transferable by the Participant except by will or by the laws of descent and
distribution or except as described below. Options shall be exercisable, during the Participant’s lifetime, only by the Participant or by his guardian or legal representative. 
 (b) Notwithstanding the provisions of (a) and subject to federal and state securities laws, the Committee may grant Nonstatutory
Stock Options that permit a Participant to transfer the Options to one or more immediate family members, to a trust for the benefit of immediate family members, or to a partnership, limited liability company, or other entity the only partners,
members, or interest-holders of which are among the Participant’s immediate family members. Consideration may not be paid for the transfer of Options. The transferee of an Option shall be subject to all conditions applicable to the Option prior
to its transfer. The agreement granting the Option shall set forth the transfer conditions and restrictions. The Committee may impose on any transferable Option and on stock issued upon the exercise of an Option such limitations and conditions as
the Committee deems appropriate. 
 12. Termination, Modification, Change. If not sooner terminated by the Board, this Plan shall
terminate at the close of business on the tenth anniversary of the Effective Date. No Awards shall be made under the Plan after its termination. The Board may terminate the Plan or may amend the Plan in such respects as it shall deem advisable;
provided, that, if and to the extent required by Rule 16b-3, no change shall be made that increases the total number of shares of Company Stock reserved for issuance pursuant to Awards granted under the Plan (except pursuant to Section 13),
expands the class of persons eligible to receive Awards, or materially increases the benefits accruing to Participants under the Plan, unless such change is authorized by the shareholders of the Company. Notwithstanding the foregoing, the Board may
unilaterally amend the Plan and Awards as it deems appropriate to ensure compliance with Rule 16b-3 and to cause Incentive Stock Options to meet the requirements of the Code and regulations thereunder. Except as provided in the preceding sentence, a
termination or amendment of the Plan shall not, without the consent of the Participant, adversely affect a Participant’s rights under an Award previously granted to him. 
 13. Change in Capital Structure. 
 (a) In the event of a stock dividend, stock split or combination of shares, spin-off, reclassification, recapitalization, merger or other change in the Company’s capital stock (including, but not limited to, the
creation or issuance to shareholders generally of rights, options or warrants for the purchase of common stock or preferred stock of the Company), the number and kind of shares of stock or securities of the Company to be issued under the Plan (under
outstanding Awards and Awards to be granted in the future), the exercise price of options, and other relevant provisions shall be adjusted proportionately by the Committee, whose determination shall be binding on all persons. If the adjustment would
produce fractional shares with respect to any Award, the Committee may adjust appropriately the number of shares covered by the Award so as to eliminate the fractional shares. 
 (b) In the event the Company distributes to its shareholders a dividend, or sells or causes to be sold to a person other than the
Company or a Subsidiary shares of stock in any corporation (a “Spinoff Company”) which, immediately before the distribution or sale, was a majority owned Subsidiary of the Company, the Committee shall have the power, in its sole
discretion, to make such 

  

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adjustments as the Committee deems appropriate. The Committee may make adjustments in the number and kind of shares or other securities to be issued under
the Plan (under outstanding Awards and Awards to be granted in the future), the exercise price of Options, and other relevant provisions, and, without limiting the foregoing, may substitute securities of a Spinoff Company for securities of the
Company. The Committee shall make such adjustments as it determines to be appropriate, considering the economic effect of the distribution or sale on the interests of the Company’s shareholders and the Participants in the businesses operated by
the Spinoff Company. The Committee’s determination shall be binding on all persons. If the adjustment would produce fractional shares with respect to any Award, the Committee may adjust appropriately the number of shares covered by the Award so
as to eliminate the fractional shares. 
 (c) Notwithstanding anything in the Plan to the contrary, the Committee may take the
foregoing actions without the consent of any Participant, and the Committee’s determination shall be conclusive and binding on all persons for all purposes. The Committee shall make its determinations consistent with Rule 16b-3 and the
applicable provisions of the Code. 
 14. Change of Control. 
 (a) In the event of a Change of Control or Corporate Change, the Committee may take such actions with respect to Awards as the Committee
deems appropriate. These actions may include, but shall not be limited to, the following: at the time the Award is made, provide for the acceleration of the vesting schedule relating to the exercise or realization of the Award so that the Award may
be exercised or realized in full on or before a date initially fixed by the Committee; 
 (b) Provide for the purchase or
settlement of any such Award by the Company for any amount of cash equal to the amount which could have been obtained upon the exercise of such Award or realization of a Participant’s rights had such Award been currently exercisable or payable;

 (c) Make adjustments to Awards then outstanding as the Committee deems appropriate to reflect such Change of Control or
Corporate Change; or 
 (d) Cause any such Award then outstanding to be assumed, or new rights substituted therefore, by the
acquiring or surviving legal entity in such Change of Control or Corporate Change. 
 15. Administration of the Plan. 
 (a) The Plan shall be administered by the Committee, who shall be appointed by the Board. The Board may designate the Compensation
Committee of the Board, or a subcommittee of the Compensation Committee, to be the Committee for purposes of the Plan. If and to the extent required by Rule 16b-3, all members of the Committee shall be “Non-Employee Directors” as that term
is defined in Rule 16b-3, and the Committee shall be comprised solely of two or more “outside directors” as that term is defined for purposes of Code section 162(m). If any member of the Committee fails to qualify as an “outside
director” or (to the extent required by Rule 16b-3) a “Non-Employee Director,” such person shall immediately cease to be a member of the Committee and shall not take part in future Committee deliberations. The Committee from time to
time may appoint members of the Committee and may fill vacancies, however caused, in the Committee. 
 (b) The Committee shall
have the authority to impose such limitations or conditions upon an Award as the Committee deems appropriate to achieve the objectives of the Award and the Plan. Without limiting the foregoing and in addition to the powers set forth elsewhere in the
Plan, the 

  

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Committee shall have the power and complete discretion to determine (i) which eligible persons shall receive an Award and the nature of the Award,
(ii) the number of shares of Company Stock to be covered by each Award, (iii) whether Options shall be Incentive Stock options or Nonstatutory Stock Options, (iv) whether to include a Replacement Feature in an Option and the
conditions of any Replacement Feature, (v) the Fair Market Value of Company Stock, (vi) the time or times when an Award shall be granted, (vii) whether an Award shall become vested over a period of time, according to a
performance-based vesting schedule or otherwise, and when it shall be fully vested, (viii) the terms and conditions under which restrictions imposed upon an Award shall lapse, (ix) whether a Change of Control or Corporate Change exists,
(x) the terms of incentive programs, performance criteria and other factors relevant to the issuance of Incentive Stock or the lapse of restrictions on Restricted Stock or Options, (xi) when Options may be exercised, (xii) whether to
approve a Participant’s election with respect to Applicable Withholding Taxes, (xiii) conditions relating to the length of time before disposition of Company Stock received in connection with an Award is permitted, (xiv) notice
provisions relating to the sale of Company Stock acquired under the Plan, and (xv) any additional requirements relating to Awards that the Committee deems appropriate. Notwithstanding the foregoing, no “tandem stock options” (where
two stock options are issued together and the exercise of one option affects the right to exercise the other option) may be issued in connection with Incentive Stock Options. 
 (c) The Committee shall have the power to amend the terms of previously granted Awards so long as the terms as amended are consistent with
the terms of the Plan and, where applicable, consistent with the qualification of an option as an Incentive Stock Option. The consent of the Participant must be obtained with respect to any amendment that would adversely affect the
Participant’s rights under the Award, except that such consent shall not be required if such amendment is for the purpose of complying with Rule 16b-3 or any requirement of the Code applicable to the Award. 
 (d) The Committee may adopt rules and regulations for carrying out the Plan. The Committee shall have the express discretionary authority
to construe and interpret the Plan and the Award agreements, to resolve any ambiguities, to define any terms, and to make any other determinations required by the Plan or an Award agreement. The interpretation and construction of any provisions of
the Plan or an Award agreement by the Committee shall be final and conclusive. The Committee may consult with counsel, who may be counsel to the Company, and shall not incur any liability for any action taken in good faith in reliance upon the
advice of counsel. 
 (e) A majority of the members of the Committee shall constitute a quorum, and all actions of the
Committee shall be taken by a majority of the members present. Any action may be taken by a written instrument signed by all of the members, and any action so taken shall be fully effective as if it had been taken at a meeting. 
 16. Issuance of Company Stock. The Company shall not be required to issue or deliver any certificate for shares of Company Stock before
(i) the admission of such shares to listing on any stock exchange on which the Company Stock may then be listed, (ii) receipt of any required registration or other qualification of such shares under any state or federal securities law or
regulation that the Company’s counsel shall determine is necessary or advisable, and (iii) the Company shall have been advised by counsel that all applicable legal requirements have been complied with. The Company may place on a
certificate representing Company Stock any legend required to reflect restrictions pursuant to the Plan, and any legend deemed necessary by the Company’s counsel to comply with federal or state securities laws. The Company may require a
customary written indication of a Participant’s investment intent. Until a Participant has been issued a certificate for the shares of Company Stock acquired, the Participant shall possess no shareholder rights with respect to the shares.

  

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 17. Rights Under the Plan. Title to and beneficial ownership of all benefits described in the Plan
shall at all times remain with the Company. Participation in the Plan and the right to receive payments under the Plan shall not give a Participant any proprietary interest in the Company or any Affiliate or any of their assets. No trust fund shall
be created in connection with the Plan, and there shall be no required funding of amounts that may become payable under the Plan. A Participant shall, for all purposes, be a general creditor of the Company. The interest of a Participant in the Plan
cannot be assigned, anticipated, sold, encumbered or pledged and shall not be subject to the claims of his creditors. 
 18.
Beneficiary. A Participant may designate, on a form provided by the Committee, one or more beneficiaries to receive any payments under Awards of Restricted Stock or Incentive Stock after the Participant’s death. If a Participant makes no
valid designation, or if the designated beneficiary fails to survive the Participant or otherwise fails to receive the benefits, the Participant’s beneficiary shall be the first of the following persons who survives the Participant:
(a) the Participant’s surviving spouse, (b) the Participant’s surviving descendants, per stirpes, or (c) the personal representative of the Participant’s estate. 
 19. Notice. All notices and other communications required or permitted to be given under this Plan shall be in writing and shall be deemed to have
been duly given if delivered personally or mailed first class, postage prepaid, as follows: (a) if to the Company—at its principal business address to the attention of the Secretary; (b) if to any Participant—at the last address
of the Participant known to the sender at the time the notice or other communication is sent. 
 20. Interpretation. The terms of this
Plan and Awards granted pursuant to the Plan are subject to all present and future regulations and rulings of the Secretary of the Treasury relating to the qualification of Incentive Stock Options under the Code or compliance with Code section
162(m), to the extent applicable, and they are subject to all present and future rulings of the Securities and Exchange Commission with respect to Rule 16b-3. If any provision of the Plan or an Award conflicts with any such regulation or ruling, to
the extent applicable, the Committee shall cause the Plan to be amended, and shall modify the Award, so as to comply, or if for any reason amendments cannot be made, that provision of the Plan and/or the Award shall be void and of no effect.

 Adopted by the 
 Board of Directors of

 Hampton Roads Bankshares, Inc. 
 On
March 14, 2006 
  

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