RESTRICTED STOCK AGREEMENT BETWEEN COMPANY AND MICHAEL DINKINS



 Exhibit 10.4 
  
 October 1, 2005 
  
 Michael Dinkins 
 [address omitted] 
  
 Dear Michael :

  
 I am pleased to announce that pursuant to the terms and
conditions of the company’s 2000 Stock Incentive Plan (the ‘Plan’), you have been granted a Restricted Stock Award for 2,000 shares (the ‘Option’) of stock as outlined below. 
  
 Subject to the terms and conditions in the Plan, as amended from time to time
and Exhibit A, attached hereto and made a part hereof (together with this letter, the “Agreement”), your award is as follows: 
  

			
	 Grant Date:
	    	October 1, 2005
	 Restricted Shares Granted:
	    	2,000
	 Expiration Date:
	    	10/1/2012
	 Vesting Schedule:
	    	25% per year for 4 years
		
	 	    	500 on 10/01/2006
	 	    	500 on 10/01/2007
	 	    	500 on 10/01/2008
	 	    	500 on 10/01/2009

  
 Please indicate your
acceptance by executing two (2) original copies of this Agreement and returning one (1) copy by U.S. Mail to Cindy Freeze. 
  
 Very truly yours, 
  
 Martin L. Vaughan, III 
 Chairman and Chief Executive Officer 
  
 By my signature below, I hereby acknowledge my Consent to Electronic Delivery, receipt of this Option, pursuant to all terms and conditions of the Plan, and electronic receipt of the Plan and Prospectus. I agree to conform to all of the
terms and conditions of the Option and the Plan. 
  

					
	Signature:                        /s Michael Dinkins       
   	 	 	  	 Date:                                     
                                      
 

	 Michael Dinkins
	 	 	  	 

  
 Note: If there are any
discrepancies in the name or address shown above, please make the appropriate corrections on this form. 







 EXHIBIT A 
  

TERMS AND CONDITIONS 
 RESTRICTED
STOCK AGREEMENT 
 FOR EXECUTIVE GROUP 
  
 1. Time and Operational Vesting of Restricted Stock. Except as provided in these Terms and Conditions, the Restricted Stock shall vest and become
nonforfeitable in accordance with the Vesting Schedule for each full year, up to a total of four (4) full years that the Employee continues to be employed by the Company after the date of this Agreement, with the first vesting date being for
25% of the grant one (1) year after the date of grant and an additional 25% each year thereafter, subject to an additional qualification based on Company’s operations described below. The period from the date hereof until the shares of
Restricted Stock would have become 100% vested if time were the only criterion shall be referred to as the “Restricted Period.” 
  
 2. Issuance of Certificates. The stock certificate(s) evidencing the Restricted Stock shall be issued and registered on
the Company’s books and records in the name of the Employee as soon as practicable following the date of this Agreement. The Company shall retain control of each award representing the Restricted Stock until such time as the Restricted Stock
becomes vested in accordance with the terms herein. Company is granted a power of attorney, coupled with an interest, to administer these shares in accordance with the terms of this award and the Plan. 
  
 Upon the written request of the Employee following the vesting of any portion
of the shares of Restricted Stock prior to any event of forfeiture hereunder, the Company will cause a stock certificate to be issued, without such restrictive legend, with respect to the vested portion of the shares of the Restricted Stock
registered on the Company’s books and records in the name of the Employee. Following the expiration of the Restricted Period, the Company will cause a stock certificate to be issued for any shares of Restricted Stock that have vested prior to
any event of forfeiture hereunder and have not been reissued without the restrictions described above. 
  
 3. Transferability. During the Restricted Period, the Employee shall not sell, assign, transfer, pledge, exchange, hypothecate, or otherwise
dispose of unvested Restricted Stock. Upon receipt by the Employee of stock certificate(s) representing vested shares without a restrictive legend pursuant to the Agreement, the Employee may hold or dispose of the shares represented by such
certificate(s), subject to compliance with (i) the terms and conditions of the Plan and this Agreement and (ii) applicable securities laws of the United States of America and the Commonwealth of Virginia. 
  
 4. Shareholder Rights. Prior to any forfeiture of the shares of
Restricted Stock and while the shares are Restricted Stock, the Employee shall, subject to the terms of this Agreement and the restrictions of the Plan, have all rights of a shareholder with respect to the shares of Restricted Stock awarded
hereunder, including the right to receive dividends and other distributions as and when declared by the Board of Directors of the Company and the right to vote the shares of Restricted Stock. 
  
 5. Tax Withholding. The Company shall have the right to retain and
withhold from any award of the Restricted Stock, the amount of taxes required by any government to be withheld or otherwise deducted and paid with respect to such award. At its discretion, the Company may require the Employee receiving shares of
Restricted Stock to pay or otherwise reimburse the Company in cash for any such taxes required to be withheld by the Company and withhold any distribution in whole or in part until the Company is so paid or reimbursed. In lieu thereof, the Company
shall have the unrestricted right to withhold, from any other cash amounts due (or to become due) from the Company to the Employee, an amount equal to such taxes required to be withheld by the Company to reimburse the Company for any such taxes (or
retain and withhold a number of shares of vested Restricted Stock, having a market value not less than the amount of such taxes, and cancel in whole or in part any such shares so withheld, in order to reimburse the Company for any such taxes).

  
 6. Death; Disability; Retirement; Termination of
Employment. The shares of Restricted Stock not yet vested shall become 100% vested and transferable in the event that the Employee dies or becomes Disabled while employed by the Company or an Affiliate during the Restricted Period. Upon
attaining age 62 with 10 

  

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consecutive years of service with the Company or an Affiliate, or in any other circumstance approved by the Committee in its sole discretion, the shares of
Restricted Stock shall become 100% vested and transferable. In all events other than those previously addressed in this paragraph, if the Employee ceases to be an employee of the Company or an Affiliate, the Employee shall be vested only as to that
percentage of shares of Restricted Stock which are vested at the time of the termination of his employment and the Employee shall forfeit the right to the shares of Restricted Stock which are not yet vested on the termination date. 
  
 7. No Right to Continued Employment. This Agreement does not confer
upon the Employee any right with respect to continuance of employment by the Company or an Affiliate, nor shall it interfere in any way with the right of the Company or an Affiliate to terminate his or her employment at any time. 
  
 8. Change of Control or Capital Structure. Subject to any required
action by the shareholders of the Company, the number of shares of Restricted Stock covered by this award shall be proportionately adjusted and the terms of the restrictions on such shares shall be adjusted as the Committee shall determine to be
equitably required for any increase or decrease in the number of issued and outstanding shares of Common Stock of the Company resulting from any stock dividend (but only on the Common Stock), stock split, subdivision, combination, reclassification,
recapitalization or general issuance to the holders of Common Stock of rights to purchase Common Stock at substantially below its then fair market value or any change in the number of shares of Common Stock outstanding effected without receipt of
cash, property, labor or services by the Company or for any spin-off or other distribution of assets to shareholders. 
  
 In the event of a Change of Control, this award of Restricted Stock shall immediately vest pursuant to the provisions of Section XIII(3) of the Plan. In
the event of a change in the Common Stock of the Company as presently constituted, which is limited to a change of all or part of its authorized shares without par value into the same number of shares with a par value, or any subsequent change into
the same number of shares with a different par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of the Plan. 
  
 The award of Restricted Stock pursuant to the Plan shall not affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets. 
  
 9. Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the Commonwealth of Virginia, except to the extent that federal law shall be deemed to apply. 
  
 10. Conflicts. In the event of any conflict between the provisions of the Plan as in effect on the date hereof and the provisions of this
Agreement, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the date hereof. 
  
 11. Employee Bound by Plan. The Employee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions
thereof. 
  
 12. Binding Effect. Subject to the limitations
stated herein and in the Plan, this Agreement shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of the Employee and the successors of the Company. 
  
 13. Forfeiture of Certain Gains. 
  
 (a) Termination for Cause. If Employee’s
employment is terminated for “Cause” within one year of any vesting of Restricted Stock herein, the Employee shall pay to the Company an amount equal to the Fair Market Value of such Restricted Stock on the date of vesting without regard
to any subsequent market price increase or decrease. For purposes of this paragraph, “Cause” shall have the meaning ascribed to it in any employment agreement between the Employee and the Company that is in effect at the time of
termination and, if no such agreement exists, it shall mean: 
  
 (i) the willful and continued failure of the Employee to perform substantially the Employee’s duties with the Company or one of its affiliates (other than any such failure resulting from incapacity 

  

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due to physical or mental illness), after a written demand for substantial performance is delivered to the Employee by the Company which specifically
identifies the manner in which the Company believes that the Employee has not substantially performed the Employee’s duties, or 
  
 (ii) the willful engaging by the Employee in illegal conduct or gross misconduct which is materially and demonstrably injurious to the
Company. 
  
 (b) Forfeiture if Employee
Engages in Certain Activities. If Employee engages in any activity in competition with any activity of the Company, or inimical, contrary or harmful to the interests of the Company, including but not limited to (i) accepting employment with
or serving as a consultant advisor or in any other capacity to an employer that is in competition with or acting against the interests of the Company, (ii) disclosing or misusing any confidential information or material concerning the Company
or (iii) participating in any hostile takeover attempt, then (1) any unvested Restricted Stock shall be forfeited and cancelled and (2) the Employee shall pay to the Company an amount equal to the Fair Market Value on the date of
vesting, without regard to any subsequent market price increase or decrease, of any Restricted Stock that vested within one year of the date such activity began. 
  
 (c) Right of Set-off. Employee hereby consents to a deduction from any amounts owed by the Company to
Employee from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay, to the extent of any amounts Employee owes the Company under paragraph 13(a) and (b). Whether or not the Company elects to make any
set-off in whole or in part, if Company does not recover by means of set-off the full amount owed by Employee under paragraphs 13(a) and (b), Employee agrees to immediately pay the unpaid balance to the Company. 
  
 14. Notice and Consent to Electronic Delivery. The Company
expects to deliver notices and certain documents relating to its employee benefit plans by posting the information on the Company’s web site, intranet or electronic bulletin board or transmitting the material to employees by e-mail. These
documents include employee benefits plans and any amendments thereto, election forms, prospectuses, supplements to prospectuses, annual reports to shareholders, informational brochures and similar information. The Company will provide you with
e-mail notification of the posting of any of the foregoing documents. This method of notification and access to documents relating to employee benefit plans will be in lieu of paper delivery of the same documents. To satisfy legal requirements,
your signature is an affirmative election to accept electronic notification and delivery of these documents in lieu of paper delivery, as well as all other terms of the award. 
  
 15. Defined Terms. All terms used herein that are defined in the Plan shall have the meanings given to them in the
Plan. 
  

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