Exhibit
10.1


 


DIRECTOR’S
SUPPORT AGREEMENT


 


This
Agreement (this “Agreement”), dated as of May _____, 2016, is
entered into by and between the undersigned director (“Director”) of Cordia Bancorp Inc., a Virginia corporation
(“Cordia”), and First-Citizens Bank & Trust Company, a North Carolina bank (“FCB”). Capitalized
terms used but not defined herein shall have the same meanings provided in the Merger Agreement (as defined below).


 


Whereas,
the Boards of Directors of Cordia and FCB contemplate the acquisition of Cordia by FCB through the merger of a transitory subsidiary
of FCB into and with Cordia (the “Merger”) as described in an Agreement and Plan of Merger (the “Merger Agreement”)
proposed to be entered into between them; and


 


Whereas,
because of the substantial expense that FCB will incur in connection with the transactions contemplated by the Merger Agreement,
concurrent with its execution of the Merger Agreement FCB desires to be assured of support for the Merger by members of Cordia’s
Board of Directors, in their individual capacities; and


 


Whereas,
Director is a stockholder of Cordia and, as a result of the Merger, he would receive cash consideration for his shares of Cordia
Common Stock in the manner to be provided in the Merger Agreement; and


 


Whereas,
Director desires that FCB enter into the Merger Agreement, and FCB is willing to do so on the condition, among others, that each
of Cordia’s directors agree to vote their shares of Cordia Common Stock in favor of the Merger.


 


Now,
Therefore, as an inducement to FCB for it
to execute and deliver the Merger Agreement and incur the substantial expenses that it will incur in connection with the Merger,
and in consideration of the cash consideration to be received by Director for his shares of Cordia Common Stock in the Merger
and the premises and other good and valuable consideration, and intending to be legally bound hereby, Director agrees as described
below.


 


1.            Support
Agreement 


 


(a)          Agreement
to Vote. Exhibit A to this Agreement lists all shares of Cordia Common Stock as to which Director has sole power to vote
or to direct the voting (“Sole Voting Shares”), and all shares of Cordia Common Stock as to which Director has shared
power to vote or to direct the voting (“Shared Voting Shares”), in each case excluding the shares of Cordia Common
Stock also listed on Exhibit A which are held by Director, or with respect to which Director has sole or shared voting power,
solely as a fiduciary for persons other than Director (“Fiduciary Shares”). The Sole Voting Shares and Shared Voting
Shares are sometimes referred to in this Agreement as the “Shares.”


 


At
any meeting of Cordia stockholders, including any adjournment or postponement thereof, at which the Merger Agreement is submitted
for approval (the “Cordia Stockholders' Meeting”), Director agrees to vote or cause or direct to be voted for approval
of the Merger Agreement and the Merger all Sole Voting Shares, and to the extent of his or her power and authority, to vote or
cause to be voted for approval of the Merger Agreement and the Merger all Shared Voting Shares. Director shall not be obligated
to vote any Fiduciary Shares pursuant to this Agreement.


 




    	 		 



     


    

 


(b)          Agreement
to Cooperate. In addition to the specific matters provided for elsewhere herein, Director shall take all action reasonably
requested by FCB to support and to facilitate consummation of the Merger and the other transactions described in or contemplated
by the Merger Agreement.


 


(c)          Covenants
of Director. The Director further covenants and agrees as follows:


 


(i)          Restrictions
on Transfer. Until the earlier of the day following the date of final adjournment of the Cordia Stockholders’ Meeting,
or the termination of the Merger Agreement in accordance with its terms, Director will not pledge, hypothecate, grant a security
interest in, sell, transfer or otherwise dispose of or encumber any of the Shares, and will not enter into any agreement, arrangement
or understanding (other than an appointment of proxy solicited by Cordia for the purpose of voting the Shares in accordance with
Section 1 hereof) which would during that term restrict, establish a right of first refusal to, or otherwise relate to, the
transfer or voting of the Shares. Notwithstanding the foregoing, the following transfers of the Shares shall be permitted: (a)
transfers by will or operation of law; (b) transfers pursuant to any pledge agreement, subject to the pledgee agreeing in writing
to be bound by the terms of this Agreement, provided, however that no action shall be required to be taken to obtain a pledge
agreement from any pledgee with respect to any pledge existing as of the date of this Agreement; (c) transfers in connection with
estate or tax planning or similar purposes, including transfers to relatives, trusts, foundations and charitable organizations,
subject to the transferee first agreeing in writing to be bound by the terms of this Agreement; (d) transfers to one or more other
stockholders of Cordia who are bound by a comparable voting agreement with FCB; (e) transfers to any entity with which Director
shares in common an investment manager or advisor that has voting authority with respect to Director’s and the entity’s
investments and which entity is bound, or agrees in writing to be bound, by the terms of this Agreement; and (f) such transfers
as FCB may otherwise permit in its sole discretion.


 


(ii)         Other
Acquisition Proposals. Until the earlier of the day following the date of final adjournment of the Cordia Stockholders'
Meeting, or the termination of the Merger Agreement in accordance with its terms, and to the extent of his or her power and authority,
Director will not directly or indirectly vote or direct or cause to be voted any Shares in favor of, and he or she will vote,
direct or cause the Shares to be voted against, any Acquisition Agreement (as that term is defined in Section 5.02(m) of the Merger
Agreement), other than the Merger Agreement.


 


(iii)        Additional
Shares.  The provisions of this Section 1 shall apply to all Shares currently owned and hereafter acquired, beneficially
or of record, by Director.


 


(d)          No
Prior Proxies. The Director represents, warrants and covenants that any proxies or voting rights previously given with
respect to the Shares are not irrevocable, and that any such proxies or voting rights are irrevocably revoked.


 


(e)          Certain
Events. The Director agrees that this Agreement and the obligations hereunder shall attach to the Shares and shall be
binding upon any person or entity to which legal or beneficial ownership of the Shares shall pass, whether by operation of law
or otherwise, including Stockholder’s successors or assigns. In the event of any stock split, stock dividend, merger, exchange,
reorganization, recapitalization or other change in the capital structure of Cordia affecting the Shares, the number of Shares
subject to the terms of this Agreement shall be appropriately adjusted, and this Agreement and the obligations hereunder shall
attach to any additional Shares issued to or acquired by Director.


 




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(f)          Capacity
Only as a Stockholder. Except for Section 1(b), this Agreement relates solely to the capacity of Director in his individual
capacity as a stockholder or beneficial owner of the Shares and is not in any way intended to affect or prevent the exercise by
Director of his or her responsibilities as a director or officer of Cordia.


 


(g)          Waiver
of Statutory Appraisal Rights. The Director hereby waives all statutory rights of appraisal or to dissent from the Merger
that he or she, as a stockholder of Cordia, may have with respect to the Shares under Virginia law as a result of the Merger.


 


(h)          Termination;
Responsibility for Default. This Agreement shall terminate upon the earlier of (1) the approval of the Merger Agreement
by Cordia’s stockholders of (2) the termination of the Merger Agreement. If this Agreement is terminated, it shall forthwith
become null and void, and there shall be no further obligation on the part of Director, except that nothing in this Section 1
shall relieve Director from any liability for breach of this Agreement before such termination.


 


(i)          Specific
Performance. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed by Director in accordance with their specific terms or were otherwise breached. FCB shall be entitled
to an injunction or injunctions to prevent breaches of this Agreement by Director and to enforce specifically the terms and provisions
hereof, this being in addition to any other remedy to which FCB is entitled at law or in equity. The Director waives the posting
of any bond or security in connection with any proceeding related thereto.


 


2.
          Amendments.


 


This
Agreement may not be modified, amended, altered or supplemented except by execution and delivery of a written agreement by all
of the parties hereto.


 


3.           Governing
Law.


 


This
Agreement shall in all respects be governed by and construed in accordance with the laws of Virginia without regard to the conflict
of law principles thereof.


 


4.           Benefit
of Agreement; Assignment.


 


This
Agreement shall be binding upon and inure to the benefit of, and shall be enforceable by, the parties hereto and their respective
personal representatives, successors and assigns, except that the Director may not transfer or assign any of his or her rights
or obligations hereunder without the prior written consent of FCB.


 


5.            Counterparts.


 


This
Agreement may be executed in one or more counterparts, and by the different parties in separate counterparts, each of which shall
be deemed to be an original, but all of which shall constitute one and the same agreement.


 




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[Signature
Page Follows]


 






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In
Witness Whereof, FCB and the undersigned
director and stockholder of Cordia each has caused this Agreement to be duly executed as of the day and year first above written.


 





	 	Director
	 	 
	 	 
	 	 
	 	Print
    Name: 	 


 


	 	First-Citizens
    Bank & Trust Company
	 	 
	 	By:	 
	 	 	Craig L. Nix
	 	 	Chief Financial
    Officer







 




    	 		 



     


    

 


Exhibit
A


 


Sole
Voting Shares


 


	Number
    of Shares	 	How
    Held
		 	
	 	 	 
	 	 	 
	 	 	 



 


Shared
Voting Shares


 


	Number
    of Shares	 	How
    Held
		 	
	 	 	 
	 	 	 
	 	 	 



 


Fiduciary
Shares


 


	Number
    of Shares	 	How
    Held