Exhibit 10.36
First Amendment
To
Employment
Agreement
THIS FIRST AMENDMENT TO EMPLOYMENT
AGREEMENT (the “Amendment”) is made as of this 23rd day
of July, 2008, by and between THE BANK OF HAMPTON ROADS, INC.
(“BHR”), a banking corporation organized and existing
under the laws of the Commonwealth of Virginia, its successors and
assigns, HAMPTON ROADS BANKSHARES, INC. (“HRB”), a
Virginia corporation, its successors and assigns (collectively BHR
and HRB shall be the Bank or Employer and otherwise deemed
synonymous as the context may require); and LORELLE FRITSCH (the
“Executive”).
WHEREAS, BHR and the Executive
entered into an Employment Agreement dated August 28, 2006,
(as amended, the “Agreement”); and
WHEREAS, HRB was incorporated on
February 28, 2001, and pursuant to a corporate reorganization
(the “Reorganization”) became the parent company of
BHR; and
WHEREAS, the Executive was elected
an executive officer of both BHR and HRB by their respective Boards
of Directors on July 22, 2008; and
WHEREAS, the Bank and Executive now
desire to amend the Agreement to reflect the Executive’s
employment relationship with BHR and HRB and to amend certain other
provisions of the Agreement;
NOW, THEREFORE, the parties agree as
follows:
1. HRB shall become a party to the
Agreement and any reference in the Agreement to the term
“Bank” shall collectively refer to HRB and/or BHR as
the context may require.
2. Section 1 of the Agreement
is deleted and replaced by the following:
1. EMPLOYMENT : The Employer
agrees to employ the Executive to perform services for the Employer
and the Executive agrees to serve the Employer upon the terms and
conditions herein provided. The Executive shall be an executive
officer of both HRB and BHR. She agrees to serve as the Senior Vice
President and Chief Financial Officer of BHR and as the Senior Vice
President and Chief Financial Officer, Principal Accounting Officer
and Principal Financial Officer of HRB. The Executive shall perform
such managerial duties and responsibilities as shall be assigned to
her by the Chief Executive Officers of each of HRB and BHR,
consistent with her positions and titles. The Executive shall
devote her time and attention on a full-time basis to the discharge
of the duties undertaken by her hereunder.
3. Section 3(b)(ii) of the
Agreement is deleted and replaced by the following:
The Officer shall be entitled to
terminate his or her employment pursuant to this Agreement if
“a change of control” occurs with respect to the Bank,
in which event the Employer shall be obligated to pay the Officer
and furnish him or her the benefits provided in Section 4
hereof. For purposes of this Agreement, the term “a change in
control” shall mean (a) the date that any one person, or
more than one person, acting as a group, acquires ownership of
stock of HRB (the “Parent Company”) that, together with
stock held by such person or group constitutes more than 50% of the
total fair
market value or total voting power
of the stock of the Parent Company, (b) the date any one
person, or more than one person, acting as a group, acquires (or
has acquired ownership
