Exhibit 10.28


 


EASTERN VIRGINIA BANKSHARES, INC.


2016 EQUITY COMPENSATION PLAN


 


 


ARTICLE I


Establishment, Purpose and Duration


 


1.1           Establishment of the Plan.


 


(a)           Eastern Virginia Bankshares,
Inc., a Virginia corporation (the “Company”), hereby establishes the Eastern Virginia Bankshares, Inc. 2016 Equity
Compensation 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, Performance Units and Performance Cash Awards 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, Performance Units and Performance Cash Awards to Non-Employee Directors of the Company or its Subsidiaries or to
Consultants or Advisors to the Company or its Subsidiaries.


 


(b)           The Plan was adopted by the Board of
Directors of the Company on March 24, 2016 and shall become effective on May 19, 2016 (the “Effective Date”), subject
to the approval of the Plan by the Company’s shareholders.


 


1.2           Purpose of the Plan. The purpose
of the Plan is to promote the success of the Company and its subsidiaries by providing incentives to Key Employees, Non-Employee
Directors, Consultants and Advisors that will promote the identification of their personal interests with the long-term financial
success of the Company and with growth in shareholder value, consistent with the Company’s risk management practices. The
Plan is designed to provide flexibility to the Company, including its subsidiaries, in its ability to attract, retain the services
of, and motivate Key Employees, Non-Employee Directors, Consultants and Advisors upon whose judgment, interest, and special effort
the successful conduct of its operation is largely dependent.


 


1.3           Duration of the Plan. The
terms of this Plan shall become effective on the Effective Date, as described in Section 1.1(b). No Award may be granted
under the Plan after May 18, 2026. Awards outstanding on such date shall remain valid in accordance with their terms. The Board
shall have the right to terminate the Plan at any time pursuant to Article XVII.


 


ARTICLE II

Definitions


 


2.1           Definitions. The following
terms shall have the meanings set forth below:


 


(a)           “Advisor” means a natural
person who provides bona fide advisory services to the Company or its Subsidiaries, provided the services are not in connection
with a capital-raising transaction and the person does not directly or indirectly promote or maintain a market for the Company’s
securities.


 


(b)           “Affiliate” and “Associate”
shall have the respective meanings ascribed to such terms in Rule 12b-2 under the Exchange Act.


 


(c)           “Agreement” means a written
agreement or other instrument or document, which may be in electronic format, implementing the grant of an Award and setting forth
the specific terms of an Award, and which is signed or acknowledged (including a signature or acknowledgment in electronic format)
by an authorized officer of the Company and the Participant, except that no signature will be required from the Participant
in the case of a Stock Award with no vesting conditions. The Company’s Chief Executive Officer, Chief Financial Officer,
Chairman of the Committee, Chairman of the Board, and such other directors or officers of the Company as shall be designated by
the Committee are hereby authorized to execute or acknowledge Agreements on behalf of the Company (including a signature or acknowledgment
in electronic format) and to cause Agreements to be delivered to each Participant (including delivery in electronic format).


 






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(d)           “Award” means a grant under
this Plan of an Incentive Stock Option, Nonqualified Stock Option, Restricted Stock, Restricted Stock Unit, Stock Appreciation
Right, Stock Award, Performance Unit and/or Performance Cash Award.






(e)           “Award Date” means the
date on which an Award is made (also referred to as “granted”) by the Committee under this Plan.


 


(f)           “Beneficiary” means the
person designated by a Participant pursuant to Section 18.11.






(g)           “Board” means the Board
of Directors of the Company, unless otherwise indicated.






(h)           “Cause” has the meaning
set forth in any employment agreement, or, if none, in any change of control agreement, then in effect between the Participant
and the Company or a subsidiary, if applicable, and, if the Participant has no such agreement or if such agreement does not define
the term, “Cause” means the Participant’s (i) personal dishonesty, (ii) incompetence, (iii) willful misconduct,
(iv) breach of a fiduciary duty involving personal profit, (v) intentional failure to perform stated duties, (vi) willful violation
of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, (vii) conviction
of a felony or of a misdemeanor involving moral turpitude, or (viii) misappropriation of the Company’s assets (determined
on a reasonable basis and solely by the Board) or those of a subsidiary.


 


(i)           “Change of Control” shall
be deemed to have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied at any
time after the Effective Date:


 


(i)            any person, including
a “group” as defined in Section 13(d)(3) of the Exchange Act, becomes the owner or beneficial owner of Company securities
having fifty percent (50%) 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 tender or exchange offer, a merger or other business combination, a sale of assets, a contested
election of directors, or any combination of these events, the persons who were directors of the Company before such events, or
whose appointment or election to the Board after such events was approved by persons who constituted a majority of the Company’s
Board immediately before the date of the appointment or election, cease to constitute a majority of the Company’s Board,
or any successor’s board, within the twelve (12)-month period of the last of such transactions.


 


For purposes of this definition, a Change of Control occurs
on the date on which an event described in (i) or (ii) occurs, provided that if a Change of Control occurs on account of a series
of transactions or events, the Change of Control occurs on the date of the last of such transactions or events.


 


For purposes of this definition only, the term “person”
means any individual, entity or group (within the meaning of Section 13(d)(3) of the Exchange Act), other than any employee benefit
plan (or related trust) sponsored or maintained by the Company or any affiliated company, and “beneficial ownership”
has the meaning given the term in Rule 13d-3 under the Exchange Act.


 


(j)           “Code” means the Internal
Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder.


 






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(k)           “Committee” means the committee
of the Board appointed by the Company to administer the Plan pursuant to Article III, which shall be the Joint Compensation Committee
of the Board of Directors of the Company and the Board of Directors of the Company’s wholly-owned subsidiary, EVB, unless
a subcommittee is required as provided below or unless the Board of Directors of the Company determines otherwise. All members
of the Committee shall be “independent directors” under applicable listing standards of any national securities exchange
or system on which the Stock is then listed or reported. For actions which require that all of the members of the Committee constitute
“non-employee directors” as defined in Rule 16b-3, or any similar or successor rule, or “outside directors”
within the meaning of Code Section 162(m)(4)(C)(i), as amended from time to time, the Committee shall consist of a subcommittee
of at least two members of the Joint Compensation Committee meeting such qualifications. In the event the Board of Directors of
the Company exercises the authority of the Committee in connection with the Plan or an Award as contemplated by Section 3.1(a),
the term “Committee” shall refer to the Board of Directors of the Company in connection with the Plan or with regard
to that Award.


 


(l)           “Company” means Eastern
Virginia Bankshares, Inc. or any successor thereto.


 


(m)           “Consultant”
means a natural person who provides bona fide consulting services to the Company or its Subsidiaries, provided the services are
not in connection with a capital-raising transaction and the person does not directly or indirectly promote or maintain a market
for the Company’s securities. 


 


(n)           “Disability” or “Disabled”
means with respect to an Incentive Stock Option, a Disability within the meaning of Code Section 22(e)(3). As to all other Awards,
the Committee shall determine whether a Disability exists and such determination shall be conclusive.






(o)           “Exchange Act” means the
Securities Exchange Act of 1934, as amended from time to time.






(p)           “Fair Market Value” of
a Share means (i) the per Share price at the close of business on the applicable principal U.S. market on the relevant date if
it is a trading date, or, if not, on the most recent date on which the Stock was traded prior to such date, as reported by the
national securities exchange or system for the applicable principal U.S. market, or (ii) if, in the opinion of the Committee, this
method is inapplicable or inappropriate for any reason, the fair market value as determined pursuant to a reasonable method adopted
by the Committee in good faith for such purpose.


 


(q)           “Good Reason” has the meaning
set forth in any employment agreement, or, if none, in any change of control agreement, then in effect between the Participant
and the Company or a subsidiary, if applicable, and, if the Participant has no such agreement or if such agreement does not define
the term, “Good Reason” means (i) a material diminution in the Participant’s authority, duties or responsibilities;
(ii) a material diminution in the Participant’s base compensation; or (iii) a relocation of the primary location at which
the Participant must perform services to a location that is more than fifty (50) miles away.  The Participant is required
to provide notice to the Company of the existence of a condition described in this Section 2.1(q) within a ninety (90) day period
of the initial existence of the condition, upon the notice of which the Company shall have thirty (30) days to remedy the condition. 
If the condition is remedied within thirty (30) days, then “Good Reason” does not exist.  If the condition is
not remedied within thirty (30) days, then the Participant must resign within ninety (90) days of the expiration of the
remedy period for “Good Reason” to exist.


 


(r)           “Incentive Stock Option”
or “ISO” means an option to purchase Stock, granted under Article VI, which is designated as an incentive stock option
and is intended to meet the requirements of, and qualify for favorable federal income tax treatment under, Code Section 422.






(s)           “Key Employee” means an
officer or other key employee of the Company or its Subsidiaries, who, in the opinion of the Committee, can contribute significantly
to the growth and profitability of, or perform services of major importance to, the Company and its Subsidiaries.






(t)           “Non-Employee Director”
means an individual who is a member of the board of directors of the Company or any Subsidiary thereof or a member of an advisory
board of the Company or any Subsidiary thereof and, in either case, who is not an employee of the Company or any Subsidiary thereof.


 






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(u)           “Nonqualified Stock Option”
means an option to purchase Stock, granted under Article VI, which is not intended to be an Incentive Stock Option and is so designated.






(v)           “Option” means an Incentive
Stock Option or a Nonqualified Stock Option.


 


(w)           “Participant” means a Key
Employee, Non-Employee Director, Consultant or Advisor who has been granted an Award under the Plan and whose Award remains outstanding.


 


(x)           “Performance-Based Compensation
Award” means any Award for which exercise, full enjoyment or receipt thereof by the Participant is contingent on satisfaction
or achievement of the Performance Goal(s) applicable thereto. If a Performance-Based Compensation Award is intended to be “performance-based
compensation” within the meaning of Code Section 162(m)(4)(C), the grant of the Award, the establishment of the Performance
Goal(s), the making of any modifications or adjustments and the determination of satisfaction or achievement of the Performance
Goal(s) shall be made during the period or periods required under and in conformity with the requirements of Code Section 162(m)
therefor. The terms and conditions of each Performance-Based Compensation Award, including the Performance Goal(s) and Performance
Period, shall be set forth in an Agreement or in a subplan of the Plan that is incorporated by reference into an Agreement.


 


(y)           “Performance Cash Award”
means an Award of cash granted to a Participant pursuant to Article XII.


 


(z)           “Performance Goal” means
one or more performance measures or goals set by the Committee in its discretion for each grant of a Performance-Based Compensation
Award. The extent to which such performance measures or goals are met will determine the amount or value of the Performance-Based
Compensation Award that a Participant is entitled to exercise, receive or retain. For purposes of the Plan, a Performance Goal
may be particular to a Participant, and may include any one or more of the following performance criteria, either individually,
alternatively or in any combination, subset or component, applied to the performance of the Company as a whole or to the performance
of a Subsidiary, division, strategic business unit, line of business or business segment, measured either quarterly, annually or
cumulatively over a period of years or partial years, in each case as specified by the Committee in the Award: (i) Stock value
or increases therein, (ii) total shareholder return, (iii) operating revenue, (iv) commodity revenue, (v) tangible book value or
tangible book value growth, tangible book value per share or growth in tangible book value per share, (vi) earnings per share or
earnings per share growth (before or after one or more of taxes, interest, depreciation and/or amortization), (vii) diluted earnings
per share or earnings per share growth (before or after one or more of taxes, interest, depreciation and/or amortization), including
fully diluted earnings per share after extraordinary events, (viii) net earnings, (ix) earnings and/or earnings growth (before
or after one or more of taxes, interest, depreciation and/or amortization), operating earnings and/or operating earnings growth,
(x) profits or profit growth (net profit, gross profit, operating profit, net operating profit, economic profit, profit margins
or other corporate profit measures), (xi) cash flow, operating cash flow or free cash flow (either before or after dividends),
(xii) cash from operations, (xiii) operating or other expenses or growth thereof, (xiv) operating efficiency, (xv) return on equity,
(xvi) return on tangible equity or return on tangible common equity, (xvii) return on assets, net assets, capital or investment
(including return on total capital or return on invested capital), (xviii) return on operating revenue, (xix) sales or revenues
or growth thereof, (xx) deposits, loan and/or equity levels or growth thereof, (xxi) working capital targets, (xxii) assets under
management or growth thereof, (xxiii) cost control measures, (xxiv) regulatory compliance, (xxv) gross, operating or other margins,
(xxvi) efficiency ratio (as generally recognized and used for bank financial reporting and analysis), (xvii) operating ratio, (xxviii)
income or net income, (xxix) operating income, (xxx) interest income, (xxxi) net interest income, (xxxii) net interest margin,
(xxxiii) non-interest income, (xxxiv) non-interest expense, (xxxv) credit quality, net charge-offs and/or non-performing assets
(excluding such loans or classes of loans as may be designated for exclusion), (xxxvi) percentage of non-accrual loans to total
loans or net charge-off ratio, (xxxvii) provision expense, (xxxviii) productivity, (xxxix) customer satisfaction, (xl) satisfactory
internal or external audits, (xli) improvement of financial ratings, (xlii) achievement of balance sheet or income statement objectives,
(xliii) quality measures, (xliv) regulatory exam results, (xlv) achievement of risk management objectives, (xlvi) achievement of
strategic performance objectives, (xlvii) achievement of merger or acquisition objectives, (xlviii) implementation, management
or completion of critical projects or processes, (xlix) market capitalization, (l) total enterprise value (market capitalization
plus debt), (li) economic value added, (lii) debt leverage (debt to capital), (lii) market share, or (liv) any component or components
of the foregoing (including, without limitation, determination thereof, in the Committee’s sole discretion, with or without
the effect of discontinued operations and dispositions of business units or segments, non-recurring items, material extraordinary
items that are both unusual and infrequent, non-budgeted items, special charges, accruals for acquisitions, reorganization and
restructuring programs and/or changes in tax law, accounting principles or other such laws or provisions affecting the Company’s
reported results). Performance Goals may include a threshold level of performance below which no payment or vesting may occur,
levels of performance at which specified payments or specified vesting will occur, and a maximum level of performance above which
no additional payment or vesting will occur. Performance Goals may be absolute in their terms or measured against or in relationship
to a pre-established target, the Company’s budget or budgeted results, previous period results, a market index, a designated
comparison group of other companies comparably, similarly or otherwise situated, or any combination thereof. The Committee shall
determine the Performance Period during which a Performance Goal must be met, and attainment of Performance Goals shall be subject
to certification by the Committee. The Committee retains the discretion to adjust the compensation or economic benefit due upon
attainment of Performance Goals and to adjust the Performance Goals themselves, provided that, with respect to an Award intended
to be “performance-based compensation” within the meaning of Code Section 162(m)(4)(C), any such adjustment shall be
made only in conformity with the requirements of Code Section 162(m).


 






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(aa)           “Performance Period” means
the time period during which a Performance Goal must be met in connection with a Performance-Based Compensation Award. Such time
period shall be set by the Committee, provided, however, that the Performance Period shall not be less than one year, subject to
applicable provisions regarding accelerated vesting events.


 


(bb)           “Performance Unit” means
an Award, designated as a Performance Unit, granted to a Participant pursuant to Article XI, valued by reference to the Fair Market
Value of Stock or valued as a fixed dollar amount, and subject to achievement or satisfaction of one or more Performance Goals.
Performance Units are payable in cash, Stock or a combination thereof. Even to the extent a Performance Unit is denoted by reference
to Shares of Stock and is payable in Stock, the receipt of a Performance Unit Award does not constitute receipt of the underlying
Shares.


 


(cc)           “Period of Restriction”
means the period during which Shares of Restricted Stock are subject to a substantial risk of forfeiture and/or subject to limitations
on transfer, pursuant to Article VII, or the period during which Restricted Stock Units are subject to vesting requirements, pursuant
to Article VIII. The relevant restriction may lapse based on a period of time or after meeting performance criteria specified by
the Committee, or both. Except for Awards of Restricted Stock or Restricted Stock Units granted to Non-Employee Directors as part
of a retainer, including annual or other grants made pursuant to a director compensation policy or arrangement, when a Period of
Restriction lapses solely based on a period of time, the length of such period of time shall not be less than one year, subject
to applicable provisions regarding accelerated vesting.






(dd)           “Restricted Stock” means
an Award of Stock granted to a Participant pursuant to Article VII, which is subject to a substantial risk of forfeiture and/or
subject to limitations on transferability until the designated conditions for the lapse of such restrictions are satisfied.






(ee)           “Restricted Stock Unit”
or “RSU” means an Award designated as a Restricted Stock Unit, which is a bookkeeping entry granted to a Participant
pursuant to Article VIII, valued by reference to the Fair Market Value of Stock, and subject to vesting requirements. Restricted
Stock Units are payable in cash, Stock or a combination thereof. Even to the extent a Restricted Stock Unit is denoted by reference
to Shares of Stock and is payable in Stock, the receipt of a Restricted Stock Unit Award does not constitute receipt of the underlying
Shares.


 


(ff)           “Rule 16b-3” means Rule
16b-3 promulgated under the Exchange Act, including any corresponding subsequent rule or any amendments enacted after the Effective
Date.


 


(gg)           “Stock” or “Shares”
means the common stock of the Company.


 






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(hh)           “Stock Appreciation Right”
or “SAR” means an Award, designated as a stock appreciation right, granted to a Participant pursuant to Article IX,
and payable in cash, Stock or a combination thereof.


 


(ii)           “Stock Award” means an
Award of Stock granted to a Participant pursuant to Article X.






(jj)           “10% Shareholder” means
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 any parent or subsidiary of the Company. Indirect ownership of stock shall be determined in accordance
with Code Section 424(d).


 


(kk)           For purposes of Incentive Stock Options,
“Subsidiary” shall mean a corporation at least fifty percent (50%) of the total combined voting power of all
classes of stock of which is owned by the Company, either directly or through one or more of its Subsidiaries. For purposes of
all Awards other than Incentive Stock Options, “Subsidiary” shall mean any entity that would be considered a single
employer with the Company within the meaning of Code Section 414(b) or Code Section 414(c), except to the extent a different definition
is required under Code Section 409A.


 


ARTICLE III

Administration


 


3.1           The Committee.


 


(a)           The Plan shall be administered by the
Committee which shall have all powers necessary or desirable for such administration. To the extent required by Rule 16b-3,
all Awards shall be made by members of the Committee who are “non-employee directors” as that term is defined in Rule
16b-3, or by the Board. Awards that are intended to be “performance-based compensation” within the meaning of Code
Section 162(m)(4)(C) shall be made by the Committee, or subcommittee of the Committee, comprised solely of two or more “outside
directors” as that term is defined for purposes of Code Section 162(m)(4)(C)(i). In the event the Board determines that a
member of the Committee (or any applicable subcommittee) was not an “independent director” under applicable listing
standards of any national securities exchange or system on which the Stock is then listed or reported, was not a “non-employee
director” as defined in Rule 16b-3, and/or was not an “outside director” as that term is defined for purposes
of Code Section 162(m)(4)(C)(i), as applicable, on the Award Date, such determination shall not invalidate the Award and the Award
shall remain valid in accordance with its terms. Except as required under Section 2.1(x), any authority granted to the Committee
may also be exercised by the full Board.


 


(b)           The express grant in this Plan of any
specific power to the Committee shall not be construed as limiting any power or authority of the Committee. In addition to any
other powers and, subject to the provisions of the Plan, the Committee shall have the following specific powers: (i) to determine
the terms and conditions upon which the Awards may be made and exercised; (ii) to determine all terms and provisions of each Agreement,
which need not be identical; (iii) to construe and interpret the Agreements and the Plan, including the ability to resolve any
ambiguities and define any terms; (iv) to establish, amend or waive rules or regulations for the Plan’s administration; (v)
to accelerate the exercisability of any Award or the termination of any Period of Restriction or other restrictions imposed under
the Plan to the extent permitted by Code Section 409A; and (vi) to make all other determinations and take all other actions necessary
or advisable for the administration of the Plan. The interpretation and construction of any provisions of the Plan or an Agreement
by the Committee shall be final and conclusive. In the event of a conflict or inconsistency between the Plan and any Agreement,
the Plan shall govern, and the Agreement shall be interpreted to minimize or eliminate any such conflict or inconsistency.


 


(c)           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.


 


(d)           The Committee, in its discretion,
may delegate to the Chief Executive Officer of the Company all or part of the Committee’s authority and duties with respect
to Awards to individuals who are not subject to the reporting and other provisions of Section 16 of the Exchange Act. The Committee
may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Committee’s
delegee or delegees that were consistent with the terms of the Plan.


 






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3.2           Selection of Participants.
The Committee shall have the authority to grant Awards under the Plan, from time to time, to such Key Employees, Non-Employee Directors,
Consultants and Advisors as may be selected by the Committee. Each Award shall be evidenced by an Agreement.


 


3.3           Decisions Binding. All determinations
and decisions made by the Board or the Committee pursuant to the provisions of the Plan shall be final, conclusive and binding.


 


3.4           Rule l6b-3 Requirements. Notwithstanding
any provision of the Plan to the contrary, the Board or the Committee may impose such conditions on any Award, and amend the Plan
in any such respects, as may be required to satisfy the requirements of Rule 16b-3.


 


3.5           Code Section 162(m). Notwithstanding
any provision of the Plan to the contrary, the Plan is intended to give the Committee the authority to grant Awards that qualify
as performance-based compensation under Code Section 162(m)(4)(C) as well as Awards that do not so qualify. Any provision of the
Plan that would prevent an Award that the Committee intends to qualify as performance-based compensation under Code Section 162(m)(4)(C)
from so qualifying shall be administered, interpreted, and construed to carry out such intention, and any provision that cannot
be so administered, interpreted, and construed shall to that extent be disregarded.


 


3.6           Indemnification of Committee.
In addition to such other rights of indemnification as they may have as directors or as members of the Committee, the members of
the Committee shall be indemnified by the Company against reasonable expenses, including attorneys’ fees, actually and reasonably
incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they
or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any Award
granted or made hereunder, and against all amounts reasonably paid by them in settlement thereof or paid by them in satisfaction
of a judgment in any such action, suit or proceeding, if such members acted in good faith and in a manner which they believed to
be in, and not opposed to, the best interests of the Company and its Subsidiaries.


 


ARTICLE IV

Stock Subject to the Plan


 


4.1           Number of Shares.


 


(a)           Subject to adjustment as provided in
Article XIV, the maximum aggregate number of Shares that may be issued pursuant to Awards made under the Plan shall not
exceed 500,000. Except as provided in Section 4.2, the issuance of Shares in connection with the exercise of, or as other payment
for, Awards under the Plan shall reduce the number of Shares available for future Awards under the Plan.


 


(b)           Subject to adjustment as provided in
Article XIV, no more than an aggregate of 500,000 Shares may be issued pursuant to the exercise of Incentive Stock Options granted
under the Plan (including shares issued pursuant to the exercise of Incentive Stock Options that are the subject of disqualifying
dispositions within the meaning of Code Sections 421 and 422).


 


4.2           Lapsed Awards or Forfeited Shares.
If any Award granted under this Plan terminates, expires, or lapses for any reason other than by virtue of exercise or settlement
of the Award, or if Shares issued pursuant to Awards are forfeited, any Stock subject to such Award again shall be available for
the grant of an Award under the Plan.


 


4.3           Use of Shares as Payment of Exercise
Price or Taxes. Shares withheld by the Company, delivered by the Participant, or otherwise used to pay the Option Price pursuant
to the exercise of an Option or the SAR Exercise Price pursuant to the exercise of a SAR shall not be available for future Awards
under the Plan. Shares withheld by the Company, delivered by the Participant, or otherwise used to satisfy payment of withholding
taxes associated with an Award shall not be available for future Awards under the Plan. To the extent Shares are delivered or withheld
pursuant to the exercise of an Option or a SAR, the number of underlying Shares as to which the exercise related shall be counted
against the number of Shares available for future Awards under the Plan, as opposed to counting only those Shares issued upon exercise.


 






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4.4           Per-Participant Annual Limit.
The maximum number of Shares with respect to which Awards may be granted in any calendar year to any Participant during such calendar
year shall be 50,000 in the aggregate, provided, however, that the maximum number of Shares with respect to which Awards may be
granted in any calendar year to any Non-Employee Director shall be 5,000 in the aggregate. The maximum dollar amount of cash Awards
granted in any calendar year to any Participant shall be $500,000 in the aggregate.


 


4.5           No Fractional Shares. No fractional
Shares shall be issued or delivered pursuant to the Plan or any Award thereunder. The Committee shall determine whether cash, other
Awards, or other property shall be issued or paid in lieu of such fractional Shares or whether such fractional Shares or any rights
thereto shall be forfeited or otherwise eliminated.


 


ARTICLE V

Eligibility


 


Persons eligible to participate in the Plan
include (i) all employees of the Company and its Subsidiaries (including any entity that becomes a Subsidiary after the
Effective Date) who, in the opinion of the Committee, are Key Employees, (ii) all Non-Employee Directors, and (iii) all individuals
providing bona fide consulting or advisory services to the Company or its Subsidiaries (including any entity that becomes a Subsidiary
after the Effective Date) who, in the opinion of the Committee, are Consultants or Advisors. The grant of an Award shall not obligate
the Company to pay a Key Employee, Non-Employee Director, Consultant or Advisor any particular amount of remuneration, to continue
the employment of a Key Employee or the service of a Non-Employee Director, Consultant or Advisor after the grant, or to make further
grants to a Key Employee, Non-Employee Director, Consultant or Advisor at any time thereafter.


 


ARTICLE VI

Stock Options


 


6.1           Grants of Options. Subject
to the terms and provisions of the Plan, Options may be granted to such Key Employees, Non-Employee Directors, Consultants or Advisors
at any time and from time to time as shall be determined by the Committee. The Committee shall have complete discretion in determining
the number of Shares subject to Options granted to each Participant, provided, however, that only Nonqualified Stock Options may
be granted to Non-Employee Directors, Consultants and Advisors.


 


6.2           Option Agreement. Each Option
grant shall be evidenced by an Agreement that shall specify the type of Option granted, the Option Price (as hereinafter defined),
the duration of the Option, the number of Shares to which the Option pertains, any conditions imposed upon the exercisability of
the Option, and such other provisions as the Committee shall determine, provided, however, that, except for Options granted to
Non-Employee Directors as part of a retainer, including annual or other grants made pursuant to a director compensation policy
or arrangement, if the exercisability of an Option is subject solely to time-based conditions, the length of such period of time
shall not be less than one year, subject to applicable provisions regarding accelerated vesting. The Agreement shall specify whether
the Option is intended to be an Incentive Stock Option or Nonqualified Stock Option, provided, however, that if an Option is intended
to be an Incentive Stock Option but fails to be such for any reason, it shall continue in full force and effect as a Nonqualified
Stock Option. 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 or service. The Committee shall set forth in the
Participant’s 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 (a) three months from the Participant’s
termination of employment with the Company for reasons other than Disability or death, or (b) 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.


 






    	 	8	 



     


    

 


6.3           Option Price. The exercise
price per share of Stock covered by an Option (“Option Price”) shall be determined by the Committee subject to the
limitations described in this Section 6.3 and the Plan. The Option Price shall not be less than 100% of the Fair Market Value of
such Stock on the Award Date. In addition, an ISO granted to a Key Employee who, at the time of grant, is a 10% Shareholder, shall
have an Option Price which is at least equal to 110% of the Fair Market Value of the Stock on the Award Date.


 


6.4           Duration of Options. Each
Option shall expire at such time as the Committee shall determine at the time of grant, provided, however, that no Option shall
be exercisable later than the tenth (10th) anniversary date of its Award Date. In addition, an ISO granted to a Key
Employee who, at the time of grant, is a 10% Shareholder, shall not be exercisable later than the fifth (5th) anniversary
of its Award Date.


 


6.5           Exercisability.


 


(a)           Options granted under the Plan shall
be exercisable at such times and be subject to such restrictions and conditions as the Committee shall determine, which need not
be the same for all Participants.


 


(b)           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 Award Date)
of the 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 Subsidiary shall be aggregated for purposes of determining whether the Limitation Amount has been
exceeded. The Committee 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 Nonqualified Stock Options to the extent permitted by law.


 


6.6           Method of Exercise. Options
shall be exercised by the delivery of a written notice to the Company in the form (which may be electronic) prescribed by the Committee
(or its delegee) setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment
for the Shares and payment of (or an arrangement satisfactory to the Company for the Participant to pay) any tax withholding required
in connection with the Option exercise. The Option Price shall be payable to the Company in full either (a) in cash, (b) by delivery
of Shares of Stock that the Participant has previously acquired and owned valued at Fair Market Value at the time of exercise,
(c) by delivery of a properly executed exercise notice together with irrevocable instructions to a broker to deliver promptly to
the Company, from the sale proceeds with respect to the sale of Stock, the amount necessary to pay the Option Price and, if necessary,
applicable withholding taxes, (d) by the Company withholding Shares otherwise issuable upon the exercise valued at Fair Market
Value at the time of exercise, or (e) by a combination of the foregoing. As soon as practicable, after receipt of written notice
and payment of the Option Price and completion of payment of (or an arrangement satisfactory to the Company for the Participant
to pay) any tax withholding required in connection with the Option exercise, the Company shall, in the Committee’s discretion,
either deliver to the Participant stock certificates in an appropriate amount based upon the number of Options exercised, issued
in the Participant’s name, or deliver the appropriate number of Shares in book-entry or electronic form.


 


6.7           Restrictions on Stock Transferability.
The Committee shall impose such restrictions on any Shares acquired pursuant to the exercise of an Option under the Plan as it
may deem advisable, including, without limitation, restrictions under the applicable federal securities law, under the requirements
of any national securities exchange or system on which the Stock is then listed or reported, and under any blue sky or state securities
laws applicable to such Shares. The Committee may specify in an Agreement that Stock delivered on exercise of an Option is Restricted
Stock or Stock subject to a buyback right by the Company in the amount of, or based on, the Option Price therefor in the event
the Participant does not complete a specified service period after exercise.


 


6.8           Nontransferability of Options.


 


(a)           In general, no Option granted under
the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, otherwise than upon the death of
the Participant in accordance with Section 18.11. Further, Options granted to a Participant under the Plan shall be exercisable
during his lifetime only by such Participant or his guardian or legal representative.










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(b)           Notwithstanding the provisions of Section
6.8(a) and subject to federal and state securities laws, including Rule 16b-3, the Committee may grant or amend Nonqualified Stock
Options that permit a Participant to transfer the Options to his spouse, lineal ascendants and/or lineal descendants, to a trust
for the benefit of such persons, or to a partnership, limited liability company, or other entity the only partners, members, or
interest-holders of which are such persons, provided that the Nonqualified Stock Option may not again be transferred other than
to the Participant originally receiving the Option or to an individual, trust, partnership, limited liability company or other
entity to which such Participant could have transferred the Option pursuant to this Section 6.8(b). 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. Any such transfer supersedes any Beneficiary designation made under Section 18.11 with respect to the transferred
Nonqualified Stock Options.


 


6.9           Disqualifying Disposition of Shares
Issued on Exercise of an ISO. If a Participant makes a “disposition” (within the meaning of Code Section 424(c))
of Shares issued upon exercise of an ISO within two (2) years from the Award Date or within one (1) year from the date the Shares
are transferred to the Participant, the Participant shall, within ten (10) days of disposition, notify the Committee (or its delegee)
in order that any income realized as a result of such disposition can be properly reported by the Company on IRS forms W-2 or 1099.


 


6.10           Shareholder Rights. A Participant
holding Options shall have no right to vote the underlying Shares, no right to receive dividends on the underlying Shares, and
no other rights as a shareholder until after the exercise of the Options and the issuance of the underlying Shares.


 


ARTICLE VII

Restricted Stock


 


7.1           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 under the Plan to such Key Employees, Non-Employee Directors, Consultants or Advisors and in such amounts as it shall determine.
Participants receiving Restricted Stock Awards are not required to pay the Company therefor (except for applicable tax withholding)
other than the rendering of services. If determined by the Committee, custody of Shares of Restricted Stock may be retained by
the Company until the termination of the Period of Restriction pertaining thereto.


 


7.2           Restricted Stock Agreement.
Each Restricted Stock Award shall be evidenced by an Agreement that shall specify the Period of Restriction, the number of Restricted
Stock Shares granted, and, if applicable, any Performance Period and Performance Goal(s), and such other provisions as the Committee
shall determine.


 


7.3           Transferability. Except as
provided in this Article VII and subject to the limitation in the next sentence, the Shares of Restricted Stock granted hereunder
may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the termination of the applicable
Period of Restriction or upon earlier satisfaction of other conditions as specified by the Committee in its sole discretion and
set forth in the Agreement. All rights with respect to the Restricted Stock granted to a Participant under the Plan shall be exercisable
during his lifetime only by such Participant or his guardian or legal representative.


 


7.4           Other Restrictions. The Committee
shall impose such other restrictions on any Shares of Restricted Stock granted pursuant to the Plan as it may deem advisable including,
without limitation, restrictions under applicable federal or state securities laws, and may legend the certificates representing
Restricted Stock to give appropriate notice of such restrictions or otherwise denote the Restricted Stock as restricted, if issued
in book-entry or electronic form.


 






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7.5           Certificate Legend. In addition
to any other legends placed on certificates, or to which Shares of Restricted Stock issued in book-entry or electronic form are
made subject, pursuant to Section 7.4, any Award of Restricted Stock issued in book-entry or electronic form shall be subject to
the following legend, and any certificates representing shares of Restricted Stock granted pursuant to the Plan shall bear the
following legend:


 


The sale or other transfer of the shares of stock
represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on
transfer set forth in the Eastern Virginia Bankshares, Inc. 2016 Equity Compensation Plan, in the rules and administrative procedures
adopted pursuant to such Plan, and in a restricted stock agreement dated <<date of grant>>. A copy of the Plan, such
rules and procedures, and such restricted stock agreement may be obtained from the Equity Plan Administrator of Eastern Virginia
Bankshares, Inc.


 


7.6           Removal of Restrictions. Except
as otherwise provided in this Article VII, the Agreement, or applicable law or regulation, Shares of Restricted Stock covered by
each Restricted Stock Award made under the Plan shall become freely transferable by the Participant after the last day of the Period
of Restriction, and, where applicable, after a determination of the satisfaction or achievement of any applicable Performance Goal(s).
Once the Shares are released from the restrictions, the Participant shall be entitled to have the legend required by Section 7.5
removed from his Stock certificate or similar notation removed from such Shares if issued in book-entry or electronic form.


 


7.7           Voting Rights. During the
Period of Restriction, Participants holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect
to those Shares.


 


7.8           Dividends and Other Distributions.
During the Period of Restriction, unless otherwise provided in the applicable Agreement, recipients of Shares of Restricted Stock
shall be entitled to receive all dividends and other distributions paid with respect to those Shares. If any such dividends or
distributions are paid in Shares, such Shares shall be subject to the same restrictions on transferability as the Shares of Restricted
Stock with respect to which they were paid.


 


ARTICLE VIII


Restricted Stock Units


 


8.1           Grant of Restricted Stock Units. Subject
to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Restricted Stock Units under
the Plan (with one Unit representing one Share) to such Key Employees, Non-Employee Directors, Consultants or Advisors and in such
amounts as it shall determine. Participants receiving Restricted Stock Unit Awards are not required to pay the Company therefor
(except for applicable tax withholding) other than the rendering of services. The Committee is expressly authorized to grant Restricted
Stock Units that are deferred compensation covered by Code Section 409A, as well as Restricted Stock Units that are not deferred
compensation covered by Code Section 409A.


 


8.2           Restricted Stock Unit Agreement. Each
Restricted Stock Unit Award shall be evidenced by an Agreement that shall specify the Period of Restriction, the number of Restricted
Stock Units granted, and if applicable, any Performance Period and Performance Goal(s), and such other provisions as the Committee
shall determine.


 


Unless otherwise provided in the Agreement,
a Participant holding Restricted Stock Units shall have no rights to dividends and other distributions made in cash or property
other than Shares which would have been paid with respect to the Shares represented by those Restricted Stock Units if such Shares
were outstanding. Unless otherwise provided in the Agreement, any such deemed dividends or distributions shall be subject to the
same restrictions, vesting and payment as the Restricted Stock Units to which they are attributable. A Participant holding Restricted
Stock Units shall have no right to vote the Shares represented by such Restricted Stock Units unless and until the Participant
actually receives such Shares.


 


8.3           Payment after Lapse of Restrictions.
Subject to the provisions of the Agreement, upon the lapse of restrictions with respect to a Restricted Stock Unit, the Participant
is entitled to receive, without any payment to the Company (other than required tax withholding), an amount (the “RSU Value”)
equal to the product of multiplying (a) the number of Shares equal to the number of Restricted Stock Units with respect to which
the restrictions lapse by (b) the Fair Market Value per Share on the date the restrictions lapse.


 






    	 	11	 



     


    

 


The Agreement may provide for payment of
the RSU Value at the time of the lapse of restrictions or, on an elective or non-elective basis, for payment of the RSU Value at
a later date, adjusted (if so provided in the Agreement) from the date of the lapse of restrictions based on an interest, dividend
equivalent, earnings, or other basis (including deemed investment of the RSU Value in Shares) set out in the Agreement (the “adjusted
RSU Value”).


 


Payment of the RSU Value or adjusted RSU
Value to the Participant shall be made in Shares, in cash or a combination thereof as determined by the Committee, either at the
time of the Award or thereafter, and as provided in the Agreement. To the extent payment of the RSU Value or adjusted RSU Value
to the Participant is made in Shares, such Shares shall be valued at the Fair Market Value on the date the restrictions therefor
lapse in the case of an immediate payment or at the Fair Market Value on the date of settlement in the event of an elective or
non-elective delayed payment. The Committee may specify in a Restricted Stock Unit Agreement that the Shares which are delivered
upon payment of the RSU Value or adjusted RSU Value may be Restricted Stock pursuant to Article VII and subject to such further
restrictions and vesting as provided in the Restricted Stock Unit Agreement.


 


8.4           Nontransferability of Restricted Stock
Units. No Restricted Stock Unit granted under the Plan, and no right to receive payment in connection therewith, may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other than upon the death of the Participant in accordance
with Section 18.11. Further, all Restricted Stock Units, and rights in connection therewith, granted to a Participant under the
Plan shall be exercisable during his lifetime only by such Participant or his guardian or legal representative.


 


ARTICLE IX


Stock Appreciation Rights


 


9.1           Grant of Stock Appreciation Rights. Subject
to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Stock Appreciation Rights
under the Plan to such Key Employees, Non-Employee Directors, Consultants or Advisors and in such amounts as it shall determine.


 


9.2           SAR Agreement. Each SAR grant shall be evidenced
by an Agreement that shall specify its terms and conditions, which terms and conditions shall be determined by the Committee, subject
to the limitations set forth in this Section 9.2. The per Share exercise price of a SAR (the “SAR Exercise Price”)
shall not be less than 100% of the Fair Market Value of a Share on the Award Date. Except for SARs granted to Non-Employee Directors
as part of a retainer, including annual or other grants made pursuant to a director compensation policy or arrangement, if the
exercisability of a SAR is subject solely to time-based conditions, the length of such period of time shall not be less than one
year, subject to applicable provisions regarding accelerated vesting.


 


9.3           Exercisability of SARs. SARs may be exercised
upon whatever terms and conditions the Committee, in its sole discretion, imposes upon such SARs, subject to the limitations set
forth in Section 9.2.


 


9.4           Other Conditions Applicable to SARs. In no
event shall the term of any SAR granted under the Plan exceed ten (10) years from the Award Date. A SAR may be exercised only when
the Fair Market Value of a Share exceeds the SAR Exercise Price. A SAR shall be exercised by delivery to the Committee (or its
delegee) of a written notice of exercise in the form (which may be electronic) prescribed by the Committee (or its delegee).


 


9.5           Payment after Exercise of SARs. Subject to
the provisions of the Agreement, upon the exercise of a SAR, the Participant is entitled to receive, without any payment to the
Company therefor (except for required tax withholding), an amount (the “SAR Value”) equal to the product of multiplying
(i) the number of Shares with respect to which the SAR is exercised by (ii) an amount equal to the excess of (A) the Fair Market
Value per Share on the date of exercise of the SAR over (B) the SAR Exercise Price.


 


Payment of the SAR Value to the Participant
shall be made at the time of exercise in Shares, in cash or in a combination thereof as determined by the Committee. To the extent
payment of the SAR Value to the Participant is made in Shares, such Shares shall be valued at the Fair Market Value on the date
of exercise. The Committee may specify in a SAR Agreement that the Shares which are delivered upon payment of the SAR Value may
be Restricted Stock pursuant to Article VII and subject to such further restrictions and vesting as provided in the SAR Agreement.


 






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9.6           Nontransferability of SARs. No SAR granted
under the Plan, and no right to receive payment in connection therewith, may be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, other than upon the death of the Participant in accordance with Section 18.11. Further, all SARs, and
rights in connection therewith, granted to a Participant under the Plan shall be exercisable during his lifetime only by such Participant
or his guardian or legal representative.


 


ARTICLE X


Stock Awards


 


Subject to the terms and provisions of the
Plan, the Committee, at any time and from time to time, may grant unrestricted Stock Awards under the Plan to such Key Employees,
Non-Employee Directors, Consultants or Advisors and in such amounts as it shall determine. Participants receiving Stock Awards
are not required to pay the Company therefor (except for applicable tax withholding) other than the rendering of services. Unless
otherwise provided in the applicable Agreement, Stock Awards shall be fully vested and freely transferable as of the Award Date,
subject to restrictions under applicable federal or state securities laws.


 


ARTICLE XI


Performance Units


 


11.1           Grant of Performance Units. Subject
to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Performance Units under the
Plan to such Key Employees, Non-Employee Directors, Consultants or Advisors and in such amounts as it shall determine. Participants
receiving such Awards are not required to pay the Company therefor (except for applicable tax withholding) other than the rendering
of services. The Committee is expressly authorized to grant Performance Units that are deferred compensation covered by Code Section
409A, as well as Performance Units that are not deferred compensation covered by Code Section 409A.


 


11.2           Performance Unit Agreement. 
Each Performance Unit is intended to be a Performance-Based Compensation Award, and the terms and conditions of each such Award,
including the Performance Goal(s) and Performance Period, shall be set forth in an Agreement or in a subplan of the Plan that is
incorporated by reference into an Agreement. The Committee shall set the Performance Goal(s) in its discretion for each Participant
who is granted a Performance Unit.


 


The Committee may provide in the Agreement
for payment of dividend equivalents with respect to each Performance Unit. A Participant holding Performance Units shall have no
right to vote the Shares represented by such Performance Units unless and until the Participant actually receives such Shares.


 


11.3           Settlement of Performance Units. After
a Performance Period has ended, the holder of a Performance Unit shall be entitled to receive the value thereof based on the degree
to which the Performance Goal(s) and other conditions established by the Committee and set forth in the Agreement (or in a subplan
of the Plan that is incorporated by reference into an Agreement) have been satisfied. Payment of the amount to which a Participant
shall be entitled upon the settlement of a Performance Unit shall be made in cash, Stock or a combination thereof as determined
by the Committee.


 


11.4           Nontransferability of Performance Units.
No Performance Unit granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than upon the death of the Participant in accordance with Section 18.11. All rights with respect to Performance Units granted
to a Participant under the Plan shall be exercisable during his lifetime only by such Participant or his guardian or legal representative.


 


ARTICLE XII


Performance Cash Awards


 


A Performance Cash Award may be granted
upon the attainment during a Performance Period of one or more Performance Goals. Subject to the terms and conditions of the Plan,
Performance Cash Awards may be granted to such Key Employees, Non-Employee Directors, Consultants or Advisors at any time and from
time to time as shall be determined by the Committee. The terms and conditions of any Performance Cash Award, including the Performance
Goal(s) and Performance Period, shall be determined by the Committee in its discretion and shall be set forth in an Agreement or
in a subplan of the Plan that is incorporated by reference into an Agreement. The Committee is expressly authorized to grant Performance
Cash Awards that are deferred compensation covered by Code Section 409A, as well as Performance Cash Awards that are not deferred
compensation covered by Code Section 409A.


 






    	 	13	 



     


    

 


ARTICLE XIII


Termination of Employment or Service



 


13.1           Termination Due to Retirement.
Unless otherwise provided in the Agreement, in the event that a Participant terminates his employment or service with the Company
or one of its Subsidiaries due to retirement (as defined in such applicable rules or policy of the Company in effect at the time),
then, provided no Cause exists to terminate such Participant’s employment or service, (a) all Options or Stock Appreciation
Rights held by the Participant that are not already vested or exercisable shall be automatically vested and exercisable, (b) any
remaining Period of Restriction applicable to the unvested portion of each Award of Restricted Stock or Restricted Stock Units
held by the Participant that is solely based on a period of time shall automatically lapse, and (c) the unvested portion of each
Award held by the Participant that is subject to achievement or satisfaction of any Performance Goal(s) during any Performance
Period shall be automatically forfeited to the Company.


 


13.2           Termination Due to Death or Disability.
Unless otherwise provided in the Agreement, in the event a Participant’s employment or service is terminated because of death
or Disability, (a) all Options or Stock Appreciation Rights held by the Participant that are not already vested or exercisable
shall be automatically vested and exercisable, (b) any remaining Period of Restriction applicable to the unvested portion of each
Award of Restricted Stock or Restricted Stock Units held by the Participant that is solely based on a period of time shall automatically
lapse, and (c) the unvested portion of each Award held by the Participant that is subject to achievement or satisfaction of any
Performance Goal(s) during any Performance Period shall be automatically forfeited to the Company.


 


13.3            Involuntary Termination or Termination
for Good Reason. Unless otherwise provided in the Agreement, upon an involuntary separation from employment or service of a
Participant (excluding a termination for Cause but including a voluntary resignation for Good Reason) not occurring in connection
with a Change of Control, the Committee may, in its sole discretion, waive the automatic forfeiture of any or all of the unvested
portion of each Award held by the Participant and provide for such vesting as its deems appropriate.


 


13.4           Termination for Cause. Unless
otherwise provided in the Agreement, in the event a Participant’s employment or service is terminated for Cause, the unvested
portion and the vested portion not yet paid or exercised of each Award held by the Participant shall be automatically forfeited
to the Company and no further exercise of an Option or a SAR shall be allowed.


 


13.5            Termination for Other Reasons.
Unless otherwise provided in the Agreement, upon a voluntary or involuntary separation from employment or service of a Participant
where none of Sections 13.1, 13.2, 13.3, or 13.4 applies, the unvested portion of each Award held by the Participant shall be automatically
forfeited to the Company.


 


Article XIV


Change in Capital Structure


 


14.1           Effect of Change in Capital Structure.
In the event of a stock dividend, stock split or combination of shares, spin-off, recapitalization or merger in which the Company
is the surviving corporation, 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 or securities of the Company to be issued under the Plan (under outstanding Awards and
Awards to be granted in the future), the Option Price of Options and/or SAR Exercise Price of SARs, the annual limits on and the
aggregate number and kind of Shares for which Awards thereafter may be made, and other relevant provisions shall be proportionately,
equitably and appropriately adjusted 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. Where an Award being adjusted is an ISO or is subject to or falls under an exemption
from Code Section 409A, the adjustment shall also be effected so as to comply with Code Section 424(a) and not to constitute a
modification within the meaning of Code Section 424(h) or Code Section 409A, as applicable.


 






    	 	14	 



     


    

 


14.2           Authority. Notwithstanding
any provision of 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.


 


14.3           Manner of Adjustment. Adjustments
made by the Committee pursuant to this Article XIV to outstanding Awards shall be made as appropriate to maintain favorable tax
and/or accounting treatment.


 


ARTICLE XV

Change of Control


 


In the event of a Change of Control of the
Company, the Committee, as constituted before such Change of Control, in its sole discretion and without the consent of the Participant,
may, as to any outstanding Award, either at the time the Award is made or any time thereafter, take any one or more of the following
actions: (i) provide for acceleration of the vesting, delivery and exercisability of, and the lapse of time-based and/or performance-based
vesting restrictions with respect to, any such Award so that such Award may be exercised or realized in full on or before a date
initially fixed by the Committee; (ii) provide for the purchase, settlement or cancellation of any such Award by the Company, for
an amount of cash equal to the amount which could have been obtained upon the exercise of such Award or realization of such Participant’s
rights had such Award been currently exercisable or payable; (iii) provide for the replacement of any such Stock-settled Award
with a cash-settled Award; (iv) make such adjustment to any such Award then outstanding as the Committee deems appropriate to reflect
such Change of Control and to retain the economic value of the Award; or (v) cause any such Award then outstanding to be assumed,
or new rights substituted therefor, by the acquiring or surviving corporation in such Change of Control. Where an Award is subject
to or falls under an exemption from Code Section 409A, this Article XV will be applied in a manner so as to comply with Code Section
409A or to maintain the exemption from Code Section 409A, as applicable.


 


ARTICLE XVI


Amendment, Modification, and Substitution
of Awards


 


16.1           Amendment, Modification and Substitution.
Subject to the terms and provisions and within the limitations of the Plan, the Committee may amend or modify the terms of any
outstanding Award or accelerate the vesting thereof. In addition, the Committee may cancel or accept the surrender of outstanding
Awards (to the extent not yet exercised) granted under the Plan or outstanding awards granted under any other equity compensation
plan of the Company and authorize the granting of new Awards pursuant to the Plan in substitution therefor so long as the new or
substituted awards do not specify a lower exercise price than the cancelled or surrendered Awards or awards, and otherwise the
new Awards may be of a different type than the cancelled or surrendered Awards or awards, may specify a longer term than the cancelled
or surrendered Awards or awards, may provide for more rapid vesting and exercisability than the cancelled or surrendered Awards
or awards, and may contain any other provisions that are authorized by the Plan. The Committee shall continue to have the authority
to amend or modify the terms of any outstanding Award after May 18, 2026, provided that no amendment or modification will extend
the original term of the Award beyond that set forth in the applicable Award Agreement. Notwithstanding the foregoing, however,
but subject to Article XV, no amendment or modification of an Award, shall, without the consent of the Participant, adversely affect
the rights or obligations of the Participant. Notwithstanding any provision of the Plan to the contrary, the Committee shall not
amend, modify, or substitute an Award in a manner that violates Code Section 409A, or causes an Award that previously qualified
for an exemption from Section 409A to become subject to Code Section 409A, and the Committee shall not amend, modify, or substitute
an Award that satisfies the requirements of Rule 16b-3 in a manner that causes any exemption pursuant to Rule 16b-3 to become no
longer available.


 


16.2            Option and SAR Repricing.
Notwithstanding any provision of the Plan to the contrary, neither the Committee nor the Board shall have the right or authority,
without obtaining shareholder approval, to amend or modify the Option Price of any outstanding Option or the SAR Exercise Price
of any outstanding SAR, or to cancel an outstanding Option or SAR, at a time when the Option Price or SAR Exercise Price, as applicable,
is greater than the Fair Market Value of a Share in exchange for cash, another Award, or other securities, except in connection
with a corporate transaction involving the Company in accordance with Article XIV or Article XV.


 






    	 	15	 



     


    

 


ARTICLE XVII


Termination, Amendment and Modification
of the Plan


 


17.1           Termination, Amendment and Modification.
At any time and from time to time, the Board may terminate, amend, or modify the Plan. Such amendment or modification may be without
shareholder approval except to the extent that such approval is required by the Code, pursuant to the rules under Section 16 of
the Exchange Act, by any national securities exchange or system on which the Stock is then listed or reported, by any regulatory
body having jurisdiction with respect thereto or under any other applicable laws, rules or regulations.


 


17.2           Awards Previously Granted. No termination,
amendment or modification of the Plan other than pursuant to Article XIV or Article XV shall in any manner adversely affect any
Award theretofore granted under the Plan, without the written consent of the Participant.


 


ARTICLE XVIII

General


 


18.1           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 federal, state and local taxes (including the Participant’s FICA obligation) required
by law to be withheld with respect to any grant, exercise, or payment made under or as a result of the Plan. 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 and no issuance
in book-entry or electronic form (or, in the case of Restricted Stock, no issuance in book-entry or electronic form free of a restrictive
legend or notation) shall be made for the Participant. As an alternative to making a cash payment to the Company to satisfy applicable
withholding tax obligations, Participants may elect or the Committee may require Participants to satisfy the withholding requirement,
in whole or in part, by having the Company withhold Shares of Stock having a Fair Market Value equal to the amount required to
be withheld, or by delivering to the Company Shares of Stock having a Fair Market Value equal to the amount required to be withheld.
The value of any Shares so withheld or delivered shall be based on the Fair Market Value of the Shares on the date that the amount
of tax to be withheld is to be determined. All elections by Participants shall be irrevocable and be made in writing and in such
manner as determined by the Committee (or its delegee) in advance of the day that the transaction becomes taxable.


 


18.2           Requirements of Law. The
granting of Awards and the issuance of Shares of Stock under this Plan shall be subject to all applicable laws, rules, and regulations,
and to such approvals by any governmental agencies or self regulatory organizations as may be required.


 


18.3           Effect of Plan. The establishment
of the Plan shall not confer upon any Key Employee, Non-Employee Director, Consultant or Advisor any legal or equitable right against
the Company, a Subsidiary or the Committee, except as expressly provided in the Plan. The Plan does not constitute an inducement
or consideration for the employment or service of any Key Employee, Non-Employee Director, Consultant or Advisor, nor is it a contract
between the Company or any of its Subsidiaries and any Key Employee, Non-Employee Director, Consultant or Advisor. Participation
in the Plan shall not give any Key Employee, Non-Employee Director, Consultant or Advisor any right to be engaged or retained in
the service of the Company or any of its Subsidiaries. No Key Employee, Non-Employee Director, Consultant or Advisor shall have
rights as a shareholder of the Company prior to the date Shares are issued to him pursuant to the Plan.


 


18.4           Creditors. The interests
of any Participant under the Plan or any Agreement are not subject to the claims of creditors and may not, in any way, be assigned,
alienated or encumbered.


 






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18.5           Successors. All obligations
of the Company under the Plan, with respect to Awards granted hereunder, shall be binding on any successor to the Company, whether
the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially
all of the business and/or assets of the Company.


 


18.6           Securities Law Restrictions.  The
Committee may require each Participant purchasing or acquiring Shares pursuant to an Option or other Award to represent to and
agree with the Company in writing that such Participant is acquiring the Shares for investment and not with a view to the distribution
thereof.  All Shares delivered under the Plan shall be subject to such stock-transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any
national securities exchange or system on which the Stock is then listed or reported, and any applicable federal or state securities
laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such
restrictions or otherwise denote the Shares as being subject to such restrictions, if issued in book-entry or electronic form.
No Shares shall be issued hereunder unless the Company shall have determined that such issuance is in compliance with, or pursuant
to an exemption from, all applicable federal and state securities laws.


 


18.7           Governing Law. The Plan,
and all Agreements hereunder, shall be construed and administered in accordance with and governed by the laws of the Commonwealth
of Virginia and the intention of the Company is that ISOs granted under the Plan qualify as such under Code Section 422. The Plan
and Awards are subject to all present and future applicable provisions of the Code. If any provision of the Plan or an Award conflicts
with any such Code provision, 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 or the Award shall be void and of no effect.


 


18.8           Severability. In the event
any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining
parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.


 


18.9           Unfunded Status of Plan.
The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any
payments as to which a Participant has a fixed and vested interest but which are not yet made to a Participant by the Company,
nothing contained herein shall give any such Participant any rights that are greater than those of a general unsecured creditor
of the Company.


 


18.10          Share Certificates and Book Entry. To the
extent that the Plan provides for issuance of stock certificates to represent shares of Stock, the issuance may be effected on
a non-certificated basis to the extent permitted by applicable law and the applicable rules of any national securities exchange
or system on which the Stock is then listed or reported. Notwithstanding any provision of the Plan to the contrary, in its discretion
the Committee may satisfy any obligation to deliver Shares represented by stock certificates by delivering Shares in book-entry
or electronic form. If the Company issues any Shares in book-entry or electronic form that are subject to terms, conditions and
restrictions on transfer, a notation shall be made in the records of the transfer agent with respect to any such Shares describing
all applicable terms, conditions and restrictions on transfer. In the case of Restricted Stock granted under the Plan, such notation
shall be substantially in the form of the legend contained in Section 7.5.


 


18.11          Beneficiary Designations.
A Participant may designate a Beneficiary to receive any Options or SARs that may be exercised after his death or to receive any
other Award that may be paid after his death, as provided for in the Agreement. Such designation and any change or revocation of
such designation shall be made in writing in the form and manner prescribed by the Committee (or its delegee). In the event that
the designated Beneficiary dies prior to the Participant, or in the event that no Beneficiary has been designated, any Awards that
may be exercised or paid following the Participant’s death shall be transferred or paid in accordance with the Participant’s
will or the laws of descent and distribution. If the Participant and his Beneficiary shall die in circumstances that cause the
Committee (or its delegee), in its discretion, to be uncertain which shall have been the first to die, the Participant shall be
deemed to have survived the Beneficiary.


 






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18.12          Electronic Transmissions and
Records. Subject to limitations under applicable law, the Committee (and its delegee) is authorized in its discretion to issue
Awards and/or to deliver and accept notices, elections, consents, designations and/or other forms or communications to or from
Participants by electronic or similar means, including, without limitation, transmissions through e-mail or specialized software,
recorded messages on electronic telephone systems, and other permissible methods, on such basis and for such purposes as it determines
from time to time, and all such communications will be deemed to be “written” for purposes of the Plan.


 


18.13          Clawback. All Awards (whether vested or
unvested) shall be subject to such recovery or clawback as may be required pursuant to any applicable federal or other law or regulation,
any applicable listing standard of any national securities exchange or system on which the Stock is then listed or reported or
the terms of the Company’s recoupment, clawback or similar policy as such may be in effect from time to time, which could
in certain circumstances require repayment or forfeiture of Awards or any Shares or other cash or property received with respect
to the Awards (including any value received from a disposition of the Shares acquired upon payment of the Awards).


 


18.14          Banking Regulatory Provision. All Awards
shall be subject to any condition, limitation or prohibition under any financial institution regulatory policy or rule to which
the Company or any subsidiary thereof is subject.


 


ARTICLE XIX

Omnibus Code Section 409A Provision


 


19.1           Intent of Awards. It is intended
that Awards that are granted under the Plan shall be exempt from treatment as “deferred compensation” subject to Code
Section 409A unless otherwise specified by the Committee.  Towards that end, all Awards under the Plan are intended to contain
such terms as will qualify the Awards for an exemption from Code Section 409A unless otherwise specified by the Committee. 
The terms of the Plan and all Awards granted hereunder shall be construed consistent with the foregoing intent.  Notwithstanding
any provision of the Plan to the contrary, the Committee may amend any outstanding Award without the Participant’s consent
if, as determined by the Committee, in its sole discretion, such amendment is required either to (a) confirm exemption under Code
Section 409A, (b) comply with Code Section 409A or (c) prevent the Participant from being subject to any tax or penalty under Code
Section 409A.  Notwithstanding the foregoing, however, neither the Company nor any of its Affiliates nor the Committee shall
be liable to the Participant or any other person or entity if an Award that is subject to Code Section 409A or the Participant
or any other person or entity is otherwise subject to any additional tax, interest or penalty under Code Section 409A.  Each
Participant is solely responsible for the payment of any tax liability (including any taxes, penalties and interest that may arise
under Code Section 409A) that may result from an Award.


 


19.2           409A Awards. The Committee
may grant an Award under the Plan that is subject to Code Section 409A and is intended to comply with Code Section 409A (a “409A
Award”).  The terms of such 409A Award, including any authority by the Company and the rights of the Participant with
respect to such 409A Award, will be subject to such rules and limitations and shall be interpreted in a manner as to comply with
Code Section 409A.


 


19.3           Time of Payment. The time
and form of payment of a 409A Award, including application of a six-month delay for specified employees in certain circumstances,
shall be as set forth in the applicable Agreement.  A 409A Award may only be paid in connection with a separation from service,
a fixed time, death, Disability, a Change of Control or an unforeseeable emergency within the meaning of Code Section 409A. 
The time of distribution of the 409A Award must be fixed by reference to the specified payment event.  Notwithstanding the
foregoing, if the time of distribution of the 409A Award is not set forth in the applicable Agreement, then the time of distribution
of the 409A Award shall be within two and one-half (21⁄2) months of the end of the later of the calendar year or the fiscal
year of the Company or Affiliate that employs the Participant in which the 409A Award becomes vested and no longer subject to a
substantial risk of forfeiture within the meaning of Code Section 409A.  For purposes of Code Section 409A, each installment
payment will be treated as the entitlement to a single payment. 


 


19.4           Acceleration or Deferral.
The Company shall have no authority to accelerate or delay or change the form of any distributions relating to 409A Awards except
as permitted under Code Section 409A.


 






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19.5           Distribution Requirements.
Any distribution of a 409A Award triggered by a Participant’s termination of employment shall be made only at the time that
the Participant has had a separation from service within the meaning of Code Section 409A.  A separation from service shall
occur where it is reasonably anticipated that no further services will be performed after that date or that the level of bona fide
services the Participant will perform after that date (whether as an employee or independent contractor of the Company or an Affiliate)
will permanently decrease to less than twenty percent (20%) of the average level of bona fide services performed over the immediately
preceding thirty-six (36) month period.  Continued services solely as a director of the Company or an Affiliate shall not
prevent a separation from service from occurring by an employee as permitted by Code Section 409A.


 


19.6           Scope and Application of this
Provision. For purposes of this Article XIX, references to a term or event (including any authority or right of the Company
or a Participant) being “permitted” under Code Section 409A means that the term or event will not cause the Participant
to be deemed to be in constructive receipt of compensation relating to the 409A Award prior to the distribution of cash, Shares
or other property or to be liable for payment of interest or a tax penalty under Code Section 409A. 


 


Approved by the Board of Directors on March 24, 2016 and by
the shareholders on May 19, 2016.


 


 


 


 


 


 


 


 


 


 


 






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