AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT

Exhibits 10.2

AMENDMENT NO. 4
TO

EMPLOYMENT AGREEMENT

This Amendment No. 4 to the Employment Agreement (the “Amendment”) is effective as of the 10th day of February, 2016, and is made by and among Hampton Roads Bankshares, Inc., a Virginia corporation having its principal place of business at 641 Lynnhaven Parkway, Virginia Beach, VA 23452 (“HRB”), Bank of Hampton Roads, a corporation organized under the laws of, and authorized by statute to accept deposits and hold itself out to the public as engaged in the banking business in, the Commonwealth of Virginia, having its principal place of business at 641 Lynnhaven Parkway, Virginia Beach, VA 23452 (“BHR” and together with HRB the “Employer”), and Donna W. Richards (the “Executive”).

WITNESSETH:

WHEREAS, on May 22, 2013, the Executive and the Employer entered into an employment agreement (the “Agreement”) whereby the Executive agreed to serve as President of BHR, which Agreement was amended on August 21, 2014 (“Amendment No. 1”);

WHEREAS, on September 23, 2015, the Executive and the Employer entered into Amendment No. 2 of the Agreement (“Amendment No. 2”);

WHEREAS, on December 10, 2015, the Executive and the Employer entered into Amendment No. 3 of the Agreement (“Amendment No. 3”);

WHEREAS, the parties now desire to further amend the Agreement to correct a scrivener’s error in Amendment No. 2 as set forth herein; and

WHEREAS, the parties now desire to further amend the Agreement as set forth herein; and

WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

NOW THEREFORE, in an effort to retain experienced and talented management personnel, and in consideration of the Executive’s loyal and dedicated service, the promises and mutual covenants contained herein, intending to be legally bound hereby, the parties hereto agree as follows:

1.             Subparagraph (i) of Section 5(d)(1) of the Agreement, as amended in Amendment No. 2, is deleted in its entirety and replaced with the following:

(i)            An amount equal to three times the sum of (A) her current rate of Annual Base Salary in effect immediately preceding such termination, and (B) the average of her last two years’ annual bonus(es) earned (whether paid or unpaid due to restrictions under the TARP Capital Purchase Program); provided that such amount will be paid in a single lump sum cash payment on the date described in Section 5(i), below;

2.             Except as expressly modified and amended, Section 5(d)(1) of the Agreement  will remain in full force and effect.

3.             This Amendment No. 4 may be executed in counterparts, each of which shall, for all purposes, be deemed an original, and all of such counterparts will together constitute one and the same amendment.

4.             This Amendment No. 4 will be binding upon and inure to the benefit of the parties hereto, their respective heirs, legal representatives and assigns.

5.             This Amendment No. 4 is effective as of the Effective Date.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

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