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Exhibit 10.11
Second Amendment
To
Employment Agreement
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
(this “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 the “Employer”
and otherwise deemed synonymous as the context may require); and
LORELLE FRITSCH (the “Executive”).
WHEREAS, BHR, HRB and the Executive entered into
an Employment Agreement dated August 28, 2006, (the
“Agreement”) and the Agreement has been amended
by First Amendment to Employment Agreement dated July 23, 2008;
and
WHEREAS, the Bank and Executive now desire to
amend certain provisions of the Agreement;
NOW, THEREFORE, the parties agree as
follows:
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1.
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The second sentence of Section 3(b)(ii) shall be
deleted and replaced with the following:
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For purposes of this Agreement, 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 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 stockholders was
approved by a vote of at least three-fourths (3/4ths) of the
directors then still in office who either were directors at the
beginning of the period or whose election or nomination for
election was previo
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