Exhibit 10.7
Fifth Amendment
To
Employment
Agreement
THIS FIFTH AMENDMENT TO EMPLOYMENT
AGREEMENT (the “Amendment”) is made as of this 31st day
of December, 2008, by and between THE BANK OF HAMPTON ROADS
(“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
JACK W. GIBSON (the “Executive”).
WHEREAS, BHR and the Executive
entered into an Employment Agreement dated October 9, 1987, (as
amended, the “Agreement”), and the Agreement has been
amended by Amendment to Employment Agreement, Second Amendment to
Employment Agreement, and Third Amendment to Employment Agreement;
and
WHEREAS, HRB was incorporated on
February 28, 2001, and pursuant to a corporate reorganization (the
“Reorganization”) became the new parent company of BHR;
and
WHEREAS, since the Reorganization,
the Executive has served and continues to serve as an executive
officer of both BHR and HRB; 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. The
second paragraph of Section 3(b) of the Agreement is deleted and
replaced by the following:
For purposes of this Agreement, the
term “a 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 person or group
constitutes more than 50% of the total fair market value or total
voting power of the stock of Hampton Roads Bankshares, Inc., (b)
during any period of twelve consecutive months, individuals who at
the beginning of such period constituted the Board and any new
directors, whose election by the Board or nomination for election
by Hampton Roads Bankshares, Inc.'s stockho
