Exhibit 4.5


 





COMMUNITY
BANKERS TRUST CORPORATION


 


2019
STOCK INCENTIVE PLAN


 


1.       Purpose;
Eligibility.


 


(a)       General
Purpose. The purpose of the Community Bankers Trust Corporation 2019 Stock Incentive Plan is to further the long-term stability
and financial success of the Company by attracting and retaining personnel, including employees, directors and Consultants, through
the use of stock and stock-based incentives. The Company believes that ownership of Company Stock will stimulate the efforts of
those persons upon whose judgment, interest and efforts the Company and its Affiliates depend for the successful conduct of their
businesses and will further the alignment of those persons’ interests with the interests of the Company’s shareholders.


 


(b)       Eligible
Award Recipients. Any employee, director or Consultant of the Company or an Affiliate who, in the judgment of the Committee,
has contributed or can be expected to contribute to the profits or growth of the Company or the Affiliate is eligible to become
a Participant. The Committee shall have the power and complete discretion, as provided in Section 16, to select eligible Participants
and to determine for each Participant the terms, conditions and nature of an Award and the number of shares to be allocated as
part of the Award; provided, however, that any Award made to a member of the Committee must be approved by the Board.


 


(c)       Available
Awards. Awards of Options, Restricted Stock, Restricted Stock Units, and Stock Awards may be granted under the Plan. Options
granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options.


 


(d)       Date
of Adoption, Effective Date. The Plan was adopted by the Board of Directors of the Company on March 15, 2019, and will become
effective on May 17, 2019, if approved by the shareholders of the Company on that date in accordance with applicable law and listing
requirements (such approval date, the “Effective Date”).


 


(e)       No
Additional Grants Under the 2009 Stock Incentive Plan. No additional awards will be made under the Community Bankers Trust
Corporation 2009 Stock Incentive Plan on or after the Effective Date of the Plan.


 


2.       Certain
Definitions. The following terms have the meanings indicated:


 


(a)       Act.
The Securities Exchange Act of 1934, as amended.


 


(b)       Affiliate.
A corporation or other entity that, directly or through one or more intermediaries, controls, is controlled by or is under common
control with, the Company.


 


(c)       Applicable
Withholding Taxes. The aggregate amount of federal, state and local income and payroll taxes that the Company or an Affiliate
is required to withhold (not in excess of the maximum applicable statutory withholding rate) in connection with any exercise of
an Option, or the award, lapse of restrictions or payment with respect to any Award.


 


(d)       Award.
The award of an Option, Restricted Stock, Restricted Stock Unit, or Stock Award under the Plan.


 






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(e)       Award
Agreement. Any agreement, contract, certificate or other written instrument or document (which may be in electronic form) evidencing
the terms and conditions of an Award granted under the Plan. Each Award Agreement shall be subject to the terms and conditions
of the Plan.


 


(f)       Board.
The Board of Directors of the Company.


 


(g)       Cause.
With respect to any employee or Consultant: (1) if the employee or Consultant is a party to an employment agreement, change in
control employment agreement, or other services agreement with the Company or its Affiliates and such agreement provides for a
definition of Cause, the definition contained therein; or (2) if no such agreement exists, or if such agreement does not define
Cause, the definition of Cause contained in the Award Agreement. 


 


In all other cases, Cause shall mean:


 


(i)       Continual
or deliberate neglect by the Participant in the performance of his material duties and responsibilities as established from time
to time by the Company, or the Participant’s repeated failure or refusal to follow reasonable instructions or policies of
the Company after being advised in writing of such failure or refusal and being given a reasonable opportunity and period (as determined
by the Company) to remedy such failure or refusal;


 


(ii)       Conviction
of, indictment for (or its procedural equivalent), entering of a guilty plea or plea of no contest with respect to a felony, a
crime of moral turpitude or any other crime with respect to which imprisonment is a possible punishment, or the commission of an
act of embezzlement or fraud against the Company or an Affiliate;


 


(iii)       Violation
in any material respect of any code or standard of conduct generally applicable to employees of the Company or an Affiliate after
being advised in writing of such violation and being given a reasonable opportunity and period (as determined by the Company) to
remedy such violation;


 


(iv)       Dishonesty
of the Participant with respect to the Company, or breach of a fiduciary duty owed to the Company; or


 


(v)       The
willful engaging by the Participant in conduct that is reasonably likely to result, in the good faith judgment of the Company,
in material injury to the Company, monetarily, reputationally or otherwise.


 


The Committee, in its absolute
discretion, shall determine the effect of all matters and questions relating to whether a Participant has been discharged for Cause.
Notwithstanding the foregoing, with respect to any director, a determination that the director has engaged in conduct that is covered
by the definition of Cause shall be made by a majority of the disinterested Board members.


 


(h)       Change
in Control. A Change in Control shall be deemed to have occurred if any one of the conditions in paragraphs (i) - (iv) have
been satisfied at any time after the Award is granted:


 


(i)       The
acquisition by any Person (as defined below) of beneficial ownership of more than 25% of the then outstanding shares of Company
Stock;


 






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(ii)       Individuals
who constitute the Board on the date this Plan is adopted (the “Incumbent Board”) cease to constitute a majority of
the Board, provided that any director whose nomination was approved by a vote of at least two-thirds of the directors then comprising
the Incumbent Board will be considered a member of the Incumbent Board, but excluding any such individual whose initial assumption
of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company;


 


(iii)       Consummation
by the Company of a reorganization, merger, share exchange or consolidation (a “Reorganization”), provided that a Reorganization
will not constitute a Change in Control if, upon consummation of the Reorganization, each of the following conditions is satisfied:


 


(1)       more
than 50% of the then outstanding shares of common stock of the corporation resulting from the Reorganization is beneficially owned
by all or substantially all of the former shareholders of the Company in substantially the same proportions as their ownership
existed in the Company immediately prior to the Reorganization; and


 


(2)       at
least a majority of the members of the board of directors of the corporation resulting from the Reorganization were members of
the Incumbent Board at the time of the execution of the initial agreement providing for the Reorganization; or


 


(iv)       The
sale, transfer or assignment of all or substantially all of the assets of the Company and its Affiliates to a third party.


 


For purposes of this Section 2(h),
“Person” means any individual, entity or group (within the meaning of Section 13(d)(3) of the Act), other than any
employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate, and “beneficial ownership”
has the meaning given the term in Rule 13d-3 under the Act.


 


(i)       Code.
The Internal Revenue Code of 1986, as amended. Any reference to a section of the Code shall be deemed to include a reference to
any regulations promulgated thereunder.


 


(j)       Committee.
The Committee appointed by the Board of Directors to administer the Plan pursuant to Section 16 of the Plan, or if no such Committee
has been appointed, the Board.


 


(k)       Company.
Community Bankers Trust Corporation, a Virginia corporation.


 


(l)       Company
Stock. Common stock of the Company. If the par value of the Company Stock is changed, or in the event of a change in the capital
structure of the Company (as provided in Section 13) the shares resulting from such a change shall be deemed to be Company Stock
within the meaning of the Plan.


 


(m)       Consultant.
A person or entity rendering services to the Company or an Affiliate who is not an “employee” for purposes of employment
tax withholding under the Code or a director of the Company or an Affiliate.


 


(n)       Date
of Grant. The effective date of an Award granted by the Committee.


 






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


 


(p)       Fair
Market Value.


 


(i)       If
the Company Stock is listed on any established stock exchange or quoted on any established stock market system, its Fair Market
Value shall be the closing price for such stock on the date as of which Fair Market Value is determined for any purpose under this
Plan, as reported by such stock exchange or stock market system, or, if there are no trades on such date, the value shall be determined
as of the last preceding day on which the Company Stock was traded.


 


(ii)       If
the Company Stock is not publicly traded, the Fair Market Value shall be determined by the Committee using any reasonable application
of a reasonable method in good faith, provided that the Fair Market Value of Company Stock subject to an Incentive Stock Option
shall be determined in good faith within the meaning of Treasury Regulation § 1.422-2(e)(2).


 


(q)       Good
Reason. If the Participant is a party to an employment agreement, change in control employment agreement, or other services
agreement with the Company or an Affiliate and such agreement provides for a definition of Good Reason, the definition contained
in the agreement. If no such agreement exists or if such agreement does not define Good Reason, the definition of Good Reason contained
in the Award Agreement. In all other cases, Good Reason shall mean the occurrence of one or more of the following without the Participant’s
express written consent, which circumstances are not remedied by the Company within thirty (30) days of its receipt of a written
notice from the Participant describing the applicable circumstances (which notice must be provided by the Participant within ninety
(90) days of the Participant’s knowledge of the applicable circumstances): (i) any material, adverse change in the Participant’s
duties, responsibilities, authority, title, status or reporting structure; (ii) a material reduction in the Participant’s
base salary or bonus opportunity unless any such base salary or bonus opportunity reduction is proportionate to reductions in base
salaries or bonus opportunities of other similarly situated officers of the Company; or (iii) a geographical relocation of the
Participant’s principal office location by more than thirty-five (35) miles.


 


(r)       Incentive
Stock Option. An Option intended to meet the requirements of, and that qualifies for favorable federal income tax treatment
under, Section 422 of the Code.


 


(s)       Nonstatutory
Stock Option. An Option that does not meet the requirements of Section 422 of the Code, or that is otherwise not intended to
be an Incentive Stock Option and is so designated.


 


(t)       Option.
A right to purchase Company Stock granted under the Plan, at a price determined in accordance with the Plan.


 


(u)       Participant.
Any individual who is granted an Award under the Plan.


 


(v)       Performance
Award. An Award for which exercise, full enjoyment or receipt thereof by the Participant is contingent on satisfaction or achievement
of a performance objective. The terms and conditions of each Performance Award, including the performance objective and performance
period, shall be set forth in the applicable Award Agreement with the Participant or in a subplan of the Plan which is incorporated
by reference into the Award Agreement.


 






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(w)      Plan.
The Community Bankers Trust Corporation 2019 Stock Incentive Plan.


 


(x)       Restricted
Stock. Company Stock awarded upon the terms and subject to the restrictions set forth in Section 6.


 


(y)       Restricted
Stock Unit. An Award, designated as a Restricted Stock Unit under the Plan, that represents the right to receive Company Stock
and/or cash in lieu thereof upon the terms and subject to the restrictions set forth in Section 7 and which, unless otherwise expressly
provided, is valued by reference to the Fair Market Value of a share of Company Stock.


 


(z)       Rule
16b-3. Rule 16b-3 promulgated under the Act, including any corresponding subsequent rule or any amendments to Rule 16b-3 enacted
after the effective date of the Plan.


 


(aa)    Stock Award. Company Stock
awarded upon the terms and subject to the restrictions set forth in Section 9.


 


(bb)    10% Shareholder. A person who
owns, directly or indirectly and within the meaning of Section 422 or 424 of the Code, 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 Section 424(d) of the Code.


 


3.       Shares
Subject to the Plan.


 


(a)       Subject
to adjustment as provided in Section 12 of the Plan, a total of 2,500,000 shares of Company Stock may be issued pursuant to Awards
under the Plan. Subject to adjustment as provided in Section 12, no more than an aggregate of 2,500,000 shares of Company Stock
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 to disqualifying dispositions within in the meaning of Sections 421 and
422 of the Code).


 


(b)       Any
shares of Company Stock subject to an Award that is canceled, forfeited or expires prior to exercise, vesting or settlement, either
in full or in part, shall again become available for issuance under the Plan; provided that shares subject to an Award shall not
again be made available for issuance or delivery under the Plan if such shares are tendered or withheld in payment of an Option
exercise price or to satisfy any amount of tax withholding with respect to the Award.


 


(c)       The
maximum number of shares of Company Stock with respect to which Awards may be granted in any calendar year to any Participant shall
not exceed 200,000 shares in the aggregate. If an Award is to be settled in cash, the number of shares of Company Stock on which
the Award is based shall count toward the individual share limit set forth in this Section 3(c).


 


(d)       Notwithstanding
anything in this Plan to the contrary, the maximum number of shares of Company Stock with respect to which Awards may be granted
in any calendar year to any non-employee director of the Company or an Affiliate shall not exceed 20,000 shares.


 






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4.       Stock
Options.


 


(a)       Option
Grant. Whenever the Committee deems it appropriate to grant Options, an Award Agreement shall be given to the Participant
stating the number of shares for which Options are granted, the exercise price per share, whether the options are Incentive Stock
Options or Nonstatutory Stock Options, and the conditions to which the grant and exercise of the Options are subject. The Award
Agreement shall set forth all restrictions on disposition and transfer applicable to the Option shares. Incentive Stock Options
may be granted to employees of the Company or an Affiliate. Non-employee directors and Consultants shall not be eligible to receive
Incentive Stock Options. No Option (or portion thereof) that is intended to be an Incentive Stock Option shall be invalid for failure
to so qualify, but instead such Option (or portion thereof) shall constitute a Nonstatutory Stock Option.


 


(b)       Exercise
Price. The Committee shall establish the exercise price of Options. The exercise price of an Option shall be not less
than 100% of the Fair Market Value of such shares on the Date of Grant, provided that if the Participant is a 10% Shareholder,
the exercise price of an Incentive Stock Option shall not be less than 110% of the Fair Market Value of such shares on the Date
of Grant.


 


(c)       Term.
The Committee shall establish the term of each Option in the Participant’s Award Agreement. The term of an Option shall not
be longer than ten (10) years from the Date of Grant, except that an Incentive Stock Option granted to a 10% Shareholder shall
not have a term in excess of five (5) years. No Option may be exercised after the expiration of its term or, except as set forth
in the Participant’s Award Agreement, after the termination of the Participant’s employment with the Company and/or
its Affiliates.


 


(d)       Time
of Exercise.


 


(i)       During
Participant’s Employment or Service. Options may be exercised during their terms in whole or in part at such times as
may be specified by the Committee in the Participant’s Award Agreement. The Committee may impose such vesting conditions
and other requirements as the Committee deems appropriate.


 


(ii)       After
Participant’s Termination of Employment or Service. The Committee shall set forth in the Participant’s Award 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 the earlier of (a) (i) three (3) months from the
Participant’s termination of employment with the Company for reasons other than Disability or death, or (ii) one (1) year
from the Participant’s termination of employment on account of Disability or death; or (b) the expiration of the Option’s
term. The Award Agreement may provide for various conditions with respect to the exercise of the Option after termination of employment,
including, but not limited to, compliance with noncompetition and confidentiality covenants.


 






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(iii)       After
Participant’s Death. If a Participant dies and if the Participant’s Award Agreement provides that part or all of
the Option may be exercised after the Participant’s death, then such portion may be exercised by the executor or administrator
of the Participant’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a
person designated to exercise the Option upon the Participant’s death during the time period specified in the Award Agreement,
but not later than the expiration of the Option’s term.


 


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 Section 422 of the Code, and, as a result the
Option no longer qualifies for favorable federal income tax treatment under Section 422 of the Code, the amendment shall not become
effective without the written consent of the Participant.


 


(e)       Limit
on Exercise of Incentive Stock Options. An Incentive Stock Option, by its terms, shall be exercisable in any calendar
year only to the extent that the aggregate Fair Market Value (determined at the Date of Grant) of the Company Stock with respect
to which Incentive Stock Options are exercisable by the Participant for the first time during the calendar year does not exceed
$100,000 (the “Limitation Amount”). Incentive Stock Options granted under the Plan and all other plans of the Company
and its Affiliates shall be aggregated for purposes of determining whether the Limitation Amount has been exceeded. The Board may
impose such conditions as it deems appropriate on an Incentive Stock Option to ensure that the foregoing requirement is met. If
Incentive Stock Options that first become exercisable in a calendar year exceed the Limitation Amount, the excess Options will
be treated as Nonstatutory Stock Options to the extent permitted by law.


 


5.       Method
of Exercise of Options.


 


(a)       Exercise.
Options may be exercised by giving written notice of the exercise to the Company, stating the Option being exercised and the number
of shares the Participant has elected to purchase under the Option.


 


(b)       Payment.
In no event shall any shares be issued pursuant to the exercise of an Option until the Participant has made full payment for the
shares of Company Stock (including payment of the exercise price and any Applicable Withholding Taxes). Company Stock purchased
upon the exercise of an Option granted under the Plan shall be paid for as follows, provided that the Committee may impose such
limitations and restrictions on payments with shares of Company Stock (including without limitation by “net share exercise”)
as the Committee, in its discretion, deems advisable:


 


(i)       in
cash or by check, payable to the order of the Company;


 


(ii)       by
delivery of Company Stock that the Participant has previously acquired and owned (valued at Fair Market Value on the date of exercise),
provided that such method of payment is then permitted under applicable law and the Company Stock was owned by the Participant
for such period of time, if any, required to avoid a charge to earnings for financial accounting purposes;


 


(iii)       if
provided in an Award Agreement, by withholding and retention by the Company of sufficient shares of Company Stock issuable in connection
with the exercise to cover the exercise price (a “net share exercise”) for an option not intended to be an Incentive
Stock Option and, if required by the Committee, Applicable Withholding Taxes;


 


(iv)       by
delivery of a properly executed exercise notice together with irrevocable instructions to a creditworthy broker to deliver promptly
to the Company, from the sale or loan proceeds with respect to the sale of Company Stock or a loan secured by Company Stock, the
amount necessary to pay the exercise price and, if required by the Committee, Applicable Withholding Taxes; or


 






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(v)       by
any combination of the above permitted forms of payment.


 


(c)       Delivery
of Shares. The Company may place on any certificate representing Company Stock issued upon the exercise of an Option
(or equivalent book-entry share) any legend deemed desirable by the Company’s counsel to comply with federal or state securities
laws. The Company may require of the Participant a customary indication of his or her investment intent. A Participant shall not
possess shareholder rights with respect to shares acquired upon the exercise of an Option until the Participant has made any required
payment, including payment of Applicable Withholding Taxes, and the Company has issued a certificate (or made an equivalent book-entry
notation in the records of the Company’s stock transfer agent) for the shares of Company Stock acquired.


 


(d)       Disqualifying
Disposition. If a Participant disposes of shares acquired upon exercise of an Incentive Stock Option within two (2)
years from the date the Option is granted or within one (1) year after the issuance of such shares to the Participant, the Participant
shall notify the Company of such disposition and provide information regarding the date of disposition, sale price, number of shares
disposed of, and any other information relating thereto that the Company may reasonably request.


 


6.       Restricted
Stock Awards.


 


(a)       Grant.
Whenever the Committee deems it appropriate to grant a Restricted Stock Award, an Award Agreement shall be given to the Participant
stating the number of shares of Restricted Stock for which the Award is granted, the Date of Grant, and the terms and conditions
to which the Award is subject. Certificates representing the shares shall be issued (or an equivalent book-entry notation shall
be made in the records of the Company’s transfer agent) in the name of the Participant, subject to the restrictions imposed
by the Plan and the Committee. Alternatively, the Committee may determine that the Restricted Stock shall be held by the Company
rather than delivered to the Participant pending the release of the applicable restrictions. A Restricted Stock Award may be made
by the Committee in its discretion without cash consideration.


 


(b)       Restrictions
on Transferability and Vesting. The Committee may place such restrictions on the transferability and vesting of Restricted
Stock as the Committee deems appropriate, including restrictions relating to continued service and/or achievement of performance
objectives. Without limiting the foregoing, the Committee may provide performance or Change in Control acceleration parameters
under which all, or a portion, of the Restricted Stock will or may vest. Restricted Stock may not be sold, assigned, transferred,
disposed of, pledged, hypothecated or otherwise encumbered until the restrictions on such shares shall have lapsed or shall have
been removed pursuant to subsection (c) below.


 


(c)       Lapse
of Restrictions on Transferability. The Committee shall establish as to each Restricted Stock Award the terms and conditions
upon which the restrictions on transferability set forth in paragraph (b) above shall lapse. Such terms and conditions may include,
without limitation, the passage of time, the meeting of performance objectives, the lapsing of such restrictions as a result of
the Disability or death of the Participant, the occurrence of a Change in Control, or certain terminations of employment in connection
with a Change in Control or otherwise.


 


(d)       Rights
of the Participant and Restrictions. A Participant shall hold shares of Restricted Stock subject to the restrictions
set forth in the Award Agreement and in the Plan. In other respects, unless otherwise provided in the Award Agreement, the Participant
shall have all the rights of a shareholder with respect to the shares of Restricted Stock, including, but not limited to, the right
to vote such shares and the right to receive all cash dividends and other distributions paid thereon; provided that the Award Agreement
shall provide that any cash dividends and stock dividends with respect to Restricted Stock shall be withheld by the Company for
the Participant’s account unless and until the underlying shares of Restricted Stock vest. The cash dividends or stock dividends
so withheld by the Committee and attributable to any particular share of Restricted Stock shall be distributed to the Participant
in cash or, at the discretion of the Committee, in shares of Company Stock having a Fair Market Value equal to the amount of such
dividends, if applicable, upon the release of restrictions on such share and, if such share is forfeited, the Participant shall
have no right to such dividends. To the extent stock certificates are delivered to the Participant, the certificates representing
Restricted Stock shall bear a legend referring to the restrictions set forth in the Plan and the Participant’s Award Agreement.


 






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7.       Restricted
Stock Unit Awards.


 


(a)       Grant.
Whenever the Committee deems it appropriate to grant a Restricted Stock Unit Award, an Award Agreement shall be given to the Participant
stating the number of Restricted Stock Units in the Award, the Date of Grant, and the terms and conditions to which the Award is
subject. No shares of Company Stock shall be issued at the time a Restricted Stock Unit is granted, and the Company will not be
required to set aside a fund for the payment of any such award. A Restricted Stock Unit Award may be made by the Committee in its
discretion without cash consideration.


 


(b)       Restrictions
on Vesting. The Committee may place such restrictions on the vesting and settlement of Restricted Stock Units as the Committee
deems appropriate, including restrictions relating to continued employment or service and/or achievement of performance objectives.
Without limiting the foregoing, the Committee may provide performance or Change in Control acceleration parameters under which
all, or a portion, of the Restricted Stock Unit will or may vest. Restricted Stock Units may not be sold, assigned, transferred,
disposed of, pledged, hypothecated or otherwise encumbered.


 


(c)       Rights
of the Participant. A Participant shall have no voting rights with respect to Restricted Stock Units. At the discretion of
the Committee, to the extent set forth in the Award Agreement each Restricted Stock Unit (representing one share of Company Stock)
may be credited with cash and stock dividends paid by the Company in respect of one share of Company Stock. Dividends credited
to a Participant’s account and attributable to any particular Restricted Stock Unit shall be distributed in cash or, at the
discretion of the Committee, in shares of Company Stock having a Fair Market Value equal to the amount of such accumulated dividends
to the Participant upon settlement of such Restricted Stock Unit. If such Restricted Stock Unit is forfeited, the Participant shall
have no right to such accumulated dividends.


 


(d)       Settlement.
Unless otherwise provided in the Award Agreement, a Participant’s Restricted Stock Units which vest shall be immediately
settled by the issuance and delivery to the Participant of one share of Company Stock for each vested Restricted Stock Unit or
the payment of cash in an amount equal to the number of shares for which the Restricted Stock Unit vested multiplied by the Fair
Market Value of a share of Company Stock on the vesting date, or a combination thereof as determined by the Committee.


 


8.       Stock
Awards. Whenever the Committee deems it appropriate to grant a Stock Award, such Stock Award may be granted and, if desired
by the Committee, an Award Agreement shall be given to the Participant stating the number of shares of unrestricted Company Stock
for which the Award is granted, the Date of Grant, and the terms and conditions to which the Award is subject, if any. Certificates
representing the shares shall be issued (or an equivalent book-entry notation shall be made in the records of the Company’s
transfer agent) in the name of the Participant, subject to any terms imposed by the Plan and the Committee, as soon as practicable
after the Date of Grant. A Stock Award may be made by the Committee in its discretion without cash consideration and may be granted
as settlement of a Performance Award.


 






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9.       Applicable
Withholding Taxes. Each Participant shall agree, as a condition of receiving an Award, to pay to the Company or the Affiliate,
or make arrangements satisfactory to the Company or the Affiliate regarding the payment of, all Applicable Withholding Taxes with
respect to the Award. Until the Applicable Withholding Taxes have been paid or arrangements satisfactory to the Company or the
Affiliate have been made, no stock certificates or book-entry shares (or, in the case of Restricted Stock, Restricted Stock Units
and Stock Awards, no stock certificates or book-entry shares free of a restrictive legend) shall be issued to the Participant.
As an alternative to making a cash payment to the Company or the Affiliate to satisfy Applicable Withholding Tax obligations, the
Committee may establish procedures permitting the Participant to elect to (a) deliver shares of already owned Company Stock
or (b) have the Company retain that number of shares of Company Stock from the shares otherwise deliverable under the Award,
in either case with respect to which the Company has a statutory obligation to withhold taxes, up to the maximum tax rate applicable
to the Participant, as determined by the Committee. Any such election shall be made only in accordance with procedures established
by the Committee to avoid a charge to earnings for financial accounting purposes and in accordance with Rule 16b-3.


 


10.       Nontransferability
of Awards.


 


(a)       General
Rule. In general, Awards, by their terms, shall not be transferable by the Participant except by will or by the laws of descent
and distribution or except as described below. Incentive Stock Options shall be exercisable, during the Participant’s lifetime,
only by the Participant.


 


(b)       Limited
Transferability. Notwithstanding the provisions of Section 10(a) and subject to federal and state securities laws, the Committee
may on a case-by-case basis grant or amend Nonstatutory Stock Options that permit a Participant to transfer the Options to one
or more immediate family members, to a trust for the benefit of immediate family members, or to a partnership, limited liability
company, or other entity the only partners, members, or interest-holders of which are among the Participant’s immediate family
members. Consideration may not be paid for the transfer of Options. The transferee of an Option shall be subject to all conditions
applicable to the Option prior to its transfer. The agreement granting the Option shall set forth the transfer conditions and restrictions.
The Committee may impose on any transferable Option and on stock issued upon the exercise of an Option such limitations and conditions
as the Committee deems appropriate in its sole discretion.


 


11.       Duration,
Amendment or Modification of the Plan. 


 


(a)       Duration.
If not sooner terminated by the Board, this Plan shall terminate at the close of business on May 16, 2029. Awards outstanding on
the date of such termination shall remain valid in accordance with their terms.


 


(b)       Amendment
and Modification. The Board may at any time terminate, suspend, amend or modify the Plan. Any such amendment or modification
may be without shareholder approval, except to the extent that such shareholder approval is required by the Code, pursuant to the
rules under Section 16 of the Act, by any national securities exchange or system on which shares of Company Stock is then listed
or reported, by any regulatory body having jurisdiction with respect thereto, or under any other applicable laws, rules or regulations.
Awards outstanding on the date of such action shall remain valid in accordance with their terms.


 






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(c)       Amendments
to Awards. Subject to the terms and provisions and within the limitations of the Plan, the Committee may waive any conditions
or rights under, amend any terms of or alter, suspend, discontinue, cancel or terminate, any outstanding Award on either a prospective
or retroactive basis; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination
that would adversely affect the rights of any Participant or other holder of an outstanding Award shall not be effective without
the consent of the affected Participant or holder.


 


12.       Change
in Capital Structure.


 


(a)       Effect
of Change in Capital Structure. In the event of changes in the outstanding shares of Company Stock or in the capital structure
of the Company by reason of any stock or extraordinary cash dividend, stock split, reverse stock split, an extraordinary corporate
transaction such as any recapitalization, reorganization, merger, spin-off of a subsidiary, or other relevant change in capitalization
occurring after the Date of Grant of any Award, the number and kind of shares of stock or securities of the Company to be issued
under the Plan (under outstanding Awards and Awards to be granted in the future), the per Participant maximums provided for in
Section 3, the exercise price of Options, and other relevant provisions shall be equitably adjusted by the Committee, whose determination
shall be binding on all persons, as to the number, price or kind of consideration subject to such Awards to the extent necessary
to preserve the economic intent of such Award. If the adjustment would produce fractional shares with respect to any Award, the
Committee may adjust appropriately the number of shares covered by the Award so as to eliminate the fractional shares.


 


(b)       Authority.
Notwithstanding anything in the Plan to the contrary, the Committee may take the foregoing actions without the consent of any Participant,
and the Committee’s determination shall be conclusive and binding on all persons for all purposes. The Committee shall make
its determinations consistent with Rule 16b-3 and the applicable provisions of the Code.


 


13.       Termination
of Employment. The Committee shall have the full power and authority to determine the terms and conditions that shall apply
to any Award upon the termination of employment of a Participant, and may provide such terms and conditions in the Award Agreement
or in such rules and policies as it may prescribe. If the terms of an Award provide that the Award will be exercisable, or become
vested, or that payment will be made thereunder only if the Participant completes a stated period of employment or service, the
Committee may decide to what extent leaves of absence for governmental or military service, illness, temporary disability or other
reasons shall not be deemed interruptions of continuous employment or service.


 


14.       Change
in Control.


 


(a)       Effect
of a Change in Control of the Company. In the event of a Change in Control of the Company, the Committee, as constituted before
such Change in Control, may take such actions with respect to any outstanding Award, either at the time the Award is made or any
time thereafter, as the Committee deems appropriate. These actions may include, but shall not be limited to, the following:


 


(i)       Providing
for the purchase or settlement 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 a Participant’s rights had such Award been currently exercisable
or payable;


 


(ii)       Making adjustments to Awards then outstanding as the Committee deems appropriate to reflect such Change in
Control and to retain the economic value of the Award; or


 






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(iii)       Causing
any such Award then outstanding to be assumed, or new rights substituted therefore, by the acquiring or surviving corporation in
such Change in Control.


 


(b)       Successors.
The obligations of the Company under the Plan and any Award Agreements shall be binding upon any successor corporation or organization
resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization
succeeding to all or substantially all of the assets and business of the Company and its Affiliates, taken as a whole.


 


15.       Administration
of the Plan.


 


(a)       The
Committee. The Plan shall be administered by the Committee, which shall be appointed by the Board. The Committee shall consist
of “independent” directors for purposes of any relevant stock exchange listing standards. 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. In the event the Board determines that a member of the Committee (or any applicable subcommittee)
was not an “independent director” under applicable stock exchange listing standards, and/or was not a “non-employee
director” as defined in Rule 16b-3, as applicable, on the Date of Grant, such determination shall not invalidate the Award
and the Award shall remain valid in accordance with its terms. Any authority granted to the Committee may also be exercised by
the full Board.


 


(b)       Authority
of the Committee. Subject to the express provisions of the Plan, the Committee shall have full and final authority to impose
such limitations or conditions upon an Award as the Committee deems appropriate to achieve the objectives of the Award and the
Plan. Without limiting the foregoing and in addition to the powers set forth elsewhere in the Plan, the Committee shall have the
power and complete discretion to determine: (i) which eligible persons shall receive an Award and the nature of the Award; (ii)
the number of shares of Company Stock to be covered by each Award; (iii) whether Options shall be Incentive Stock Options or Nonstatutory
Stock Options; (iv) the Fair Market Value of Company Stock; (v) the time or times when an Award shall be granted; (vi) whether
an Award shall become vested over a period of time, according to a performance-based vesting schedule or otherwise, and when it
shall be fully vested; (vii) the terms and conditions under which restrictions imposed upon an Award shall lapse; (viii) whether
a Change in Control has occurred; (ix) factors relevant to the lapse of restrictions, vesting, exercise and settlement of Awards;
(x) when Options may be exercised; (xi) whether to approve a Participant’s election with respect to Applicable Withholding
Taxes; (xii) conditions relating to the length of time before disposition of Company Stock received in connection with an Award
is permitted; (xiii) notice provisions relating to the sale of Company Stock acquired under the Plan; (xiv) the manner in which
Section 24 of the Plan shall be implemented; and (xiv) any additional requirements relating to Awards that the Committee deems
appropriate.


 


(c)       Action
by the Committee. The Committee may adopt rules and regulations for carrying out the Plan. The Committee shall have the express
discretionary authority to construe and interpret the Plan and the Award Agreements, to resolve any ambiguities, to define any
terms, and to make any other determinations required by the Plan or an Award Agreement. The interpretation and construction of
any provisions of the Plan or an Award Agreement by the Committee shall be final and conclusive. The Committee may consult with
counsel, who may be counsel to the Company, and shall not incur any liability for any action taken in good faith in reliance upon
the advice of counsel.


 






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(d)       Delegation.
The Committee, in its discretion, may delegate to one or more officers of the Company all or part of the Committee’s authority
and duties with respect to grants and awards to individuals who are not subject to the reporting and other provisions of Section 16
of the 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 delegate or delegates that were consistent with the terms of the Plan.


 


16.       Notice.
All notices and other communications required or permitted to be given under this Plan shall be in writing and shall be deemed
to have been duly given if delivered personally, electronically, or mailed first class, postage prepaid, as follows: (a) if to
the Company - at its principal business address to the attention of the Secretary; (b) if to any Participant - at the last
address of the Participant known to the sender at the time the notice or other communication is sent.


 


17.       Section
409A. This Plan is intended to provide compensation that is exempt from or that complies with Code Section 409A and Treasury
Regulations thereunder (“Section 409A”), and the Plan’s terms and the terms of any Award Agreement shall be administered
and construed in a manner that is compliant with or exempt from the application of Section 409A, as appropriate. For purposes of
Section 409A, each payment under this Plan shall be deemed to be a separate payment.


 


Notwithstanding any provision of this Plan
or an Award Agreement to the contrary, to the extent that any payment is subject to Section 409A, if the Participant is a “specified
employee” within the meaning of Section 409A as of the date of the Participant’s termination of employment and the
Company determines, in good faith, that immediate payment of any amounts or benefits under this Plan would cause a violation of
Section 409A, then any amounts or benefits payable under this Plan upon the Participant’s “separation from service”
within the meaning of Section 409A which (i) are subject to the provisions of Section 409A; (ii) are not otherwise exempt from
Section 409A; and (iii) would otherwise be payable during the first six-month period following such separation from service, shall
be paid on the first business day next following the earlier of (1) the date that is six (6) months and one day following the Participant’s
separation from service or (2) the date of the Participant’s death.


 


18.       Tax
Consequences. Nothing in this Plan or an Award Agreement shall constitute a representation by the Company to a Participant
regarding the tax consequences of any Award received by a Participant under this Plan. Although the Company may endeavor to (i)
qualify an Award for favorable federal tax treatment or (ii) avoid adverse tax treatment (e.g., under Section 409A), the
Company makes no representation to that effect and expressly disavows any covenant to maintain favorable tax treatment. The Company
shall be unconstrained in its corporate activities without regard to the potential negative tax impact on holders of Awards under
this Plan.


 


19.       Clawback.
Notwithstanding any other provisions in this Plan, any Award which is subject to recovery under any law, government regulation
or stock exchange listing requirement (including but not limited to Section 954 of the Dodd-Frank Act), will be subject to such
deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement
(or any policy adopted by the Company or any Affiliate pursuant to any such law, government regulation or stock exchange listing
requirement). This Section 19 shall not limit the Company’s right to revoke or cancel an Award or take other action against
a Participant for any other reason, including, but not limited to, misconduct.


 


20.       Interpretation
and Governing Law. The terms of this Plan and Awards granted pursuant to the Plan shall be governed, construed and administered
in accordance with the laws of the Commonwealth of Virginia, excluding any choice of law rules or principles that might otherwise
refer construction or interpretation of any provision of the Plan or an Agreement to the substantive law of another jurisdiction.
The Plan and Awards are subject to all present and future applicable provisions of the Code and, to the extent applicable, they
are subject to all present and future rulings of the Securities and Exchange Commission with respect to Rule 16b-3. If any provision
of the Plan or an Award conflicts with any such Code provision or ruling, 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.


 






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21.       Banking,
Statutory and Regulatory Provisions. The Plan and all Awards granted under the Plan shall be subject to any condition, limitation,
or prohibition under any Virginia or federal statutory or regulatory policy or rule to which the Company or an Affiliate is subject.


 


22.       No
Employment or Other Service Rights. Nothing in the Plan or any instrument executed or Award granted under the Plan shall confer
upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Award
was granted or shall affect the right of the Company or an Affiliate to terminate (i) the employment of an employee with or without
notice and with or without Cause, (ii) the service of a director pursuant to the bylaws of the Company or an Affiliate, and any
applicable provisions of the corporate law of Virginia in the case of the Company or the corporate law of the jurisdiction in which
an Affiliate is incorporated, as the case may be, or (iii) the service of a Consultant for any reason at any time. Further, the
grant of an Award shall not obligate the Company or any Affiliate to pay an employee any particular amount of remuneration or to
make further grants to the employee at any time thereafter.


 


23.       Forfeiture
Events. The Committee may specify in an Award Agreement that the Participant’s rights, payments and benefits with respect
to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain events, in addition
to applicable vesting conditions of an Award. Such events may include, without limitation, breach of non-competition, non-solicitation,
confidentiality or other restrictive covenants that are contained in the Award Agreement or otherwise applicable to the Participant,
termination of the Participant’s employment or service for Cause, or other conduct by the Participant that is detrimental
to the business or reputation of the Company and/or its Affiliates. In addition, if a Participant’s employment or service
is terminated for Cause, then as of the date of the misconduct, any Option held by the Participant shall terminate, and any unvested
Restricted Stock and Restricted Stock Units held by the Participant shall be forfeited.


 


24.       Minimum
Vesting for 95% of Shares Authorized. Notwithstanding any other provision of this Plan, Awards shall have a minimum vesting/exercise
schedule of at least one year, except that a shorter vesting/exercise schedule may apply to not more than 5% of the shares of Common
Stock authorized for issuance under the Plan.


 


25.       Deferral
of Awards. The Committee may establish one or more programs under the Plan to permit selected Participants the opportunity
to elect to defer receipt of consideration upon exercise of an Award, satisfaction of performance criteria, or other event that
absent the election would entitle the Participant to payment or receipt of shares of Common Stock or other consideration under
an Award. The Committee may establish the election procedures, the timing of such elections, the mechanisms for payments of, and
accrual of interest or other earnings, if any, on amounts, shares or other consideration so deferred, and such other terms, conditions,
rules and procedures that the Committee deems advisable for the administration of any such deferral program.


 


26.       Non-Uniform
Treatment. The Committee shall be entitled to make non-uniform and selective determinations, amendments and adjustments, and
to enter into non-uniform and selective Award Agreements.


 






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27.       Beneficiary
Designation. A Participant may designate a beneficiary to receive any Options that may be exercised after death or to receive
any other Award that may be paid after his death, as provided for in the Award 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.


 


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


 


29.       Unfunded
Status of the 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.


 


 




 


 


 


 


 






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