Exhibit 10.44
SECOND AMENDMENT
TO THE
HAMPTON ROADS BANKSHARES,
INC.
EXECUTIVE SAVINGS
PLAN
THIS SECOND AMENDMENT
(“Amendment”) to the Hampton Roads Bankshares, Inc.
Executive Savings Plan (“Plan”) made effective as of
the 30th day of December 2008 by Hampton Roads Bankshares, Inc.
(“Company”). All capitalized terms in this Amendment
not otherwise defined shall have their respective meanings under
the Plan.
WHEREAS, the Company wishes to
further amend and conform the written terms of the Plan to the
requirements of Section 409A of the Internal Revenue Code of
1986, as amended (“Code”), and
WHEREAS, the Plan has operated in
good faith compliance with the requirements of Section 409A of
the Code for periods starting January 1, 2005 and through the
effective date of this Amendment,
NOW, THEREFORE, the Company hereby
adopts this Amendment upon the following terms and
conditions:
1. The definition of Change in
Control in Section 1.07 shall be replaced in its entirety with
the following definition:
The term
“Change in Control” is hereby defined as the date that
(i) any one person, or more than one person, acting as a
group, acquires ownership of stock of Hampton Roads Bankshares,
Inc. that, together with stock held by such
