EX-10.1

Exhibit 10.1

EMPLOYMENTAGREEMENT

This Employment Agreement (this “Agreement”) is dated as of May 24, 2024 (the “EffectiveDate”),byandbetweenBlueRidgeBank,NationalAssociation,anationalbanking association (the “Bank” or the “Employer”), and Grace Vallacchi (“Executive”).

WHEREAS, theBank is the wholly-owned national banking association subsidiary of Blue Ridge Bankshares, Inc. (the “Company”); and

WHEREAS, the Bank wishes to hire Executive to serve as a valuable employee of the Bank; and

WHEREAS, the Company and the Bank desire to provide substantial benefits to Executive and to obtain from Executive covenants protecting the Company’s and Bank’s customer relationships, confidential information and trade secrets, and Executive desires to obtain such benefits and is willing to enter into such covenants; and

WHEREAS,ExecutiveiswillingtomakehisservicesavailabletotheBankontheterms and subjecttothe conditions setforth herein.

NOW,THEREFORE,theparties,intendingtobelegallybound,agreeasfollows:

1.

EmploymentandAcceptance.EffectiveasoftheEffectiveDate,Executiveshall be employed as the Chief Risk Officer of the Bank. Executive shall have the duties and responsibilities that are commensurate with such positions and shall also render such other services and duties as may be reasonably assigned Executive from time to time by the Employer, consistent with Executive’s positions with the Employer. Executive accepts and agreestosuchemploymentandagreestocarryout hisdutiesandresponsibilitiestothebestof his ability in a competent, efficient and businesslike manner.Executive further agrees to complywithallthepolicies,standardsandcodesofconductoftheEmployernoworhereafter adopted.

2.

Term.This Agreement is effective on the Effective Date and shall end on the secondanniversaryoftheEffectiveDateandthetermhereofwillbeautomaticallyextendedfor anadditionalyearbeginningonthedayafterthesecondanniversarydateandanyanniversarydate thereafter,unlessterminatedasprovidedherein.ThetermofthisAgreementwillnotbeextended ifeitherpartygiveswrittennoticetotheotherstatingitsintentiontoterminatesuchtermatleast 90daysbeforethesecondoranysucceedinganniversaryoftheEffectiveDate.Theinitialterm of this Agreement and any extension of such term is referred to as the “Employment Period.”

3.

Compensation.1

(a)

BaseSalary.DuringtheEmploymentPeriod,Executiveshallreceivefor Executive’s services an annual base salary (the “Base Salary”) in an amount to be determined bytheBoardofDirectorsoftheBank(the“Board”).TheBaseSalarywillbereviewedannually and may be adjusted upward or downward in the sole discretion of the Board.In no event, however, willtheBaseSalary beless thanthegross amountof $350,000.00.The Base Salary willbesubjecttoallapplicablewithholdingsanddeductions requiredbyfederalandstatelaw.

(b)

Annual Bonus; Other Incentives.During the Employment Period, Executivewillbeentitledtoreceiveannualcashbonuspayments asmaybedeterminedbythe BoardpursuanttothebonusprogramforexecutiveofficersoftheEmployer;providedthatsuch annualbonuswillbebasedonmetrics,standardsandparametersestablishedbytheBoardandwill provideforapaymentofupto30%oftheBaseSalary.Anysuchannualcashbonuswillbepaid toExecutivenolaterthantwoandone-halfmonthsaftertheendoftheyearforwhichtheannual bonusisawarded.Tobeeligibletoreceiveanycashbonus,Executivemustbeactivelyemployed bytheEmployeronthedatesuchbonus is accrued.Thebonus will besubject toall applicable withholdingsanddeductionsrequiredbyfederalandstatelaw.DuringtheEmploymentPeriod, Executivealsowillbeeligibletoreceiveothercash-orstock-basedincentivesinsuchamounts and on such terms and conditions as established by the Board or the Board of Directors of the Companyorbythecompensationcommitteeofeitherofsuchboardofdirectors,asapplicable; providedthateachyearduringtheEmploymentPeriod,Executivewillbeeligibleforalong-term incentiveaward(whichmay taketheform ofanannual equityorequity-basedgrant)ofupto30% of the Base Salary.

(c)

Benefits.During the Employment Period, Executive will be entitled to participate in those retirement, life insurance, medical, sick leave, vacation, paid time off and otheremployeebenefitplansandprogramsoftheEmployerthatmaybein effectfromtimeto time, to the extent Executive is eligible under the terms of those plans and programs.The Employer reserves the right to modify, add or eliminate benefits for its employees at any time as it deems appropriate and as in accordance with applicable federal and state law.

(d)

Business Expenses. During the Employment Period, the Employer will payonExecutive’sbehalf(orpromptlyreimburseExecutivefor)reasonableexpensesincurred byExecutiveattherequestof,oronbehalfof,theEmployerintheperformanceofExecutive’s dutiespursuanttothisAgreement,inaccordancewiththeEmployer’spoliciesasineffectfrom timeto time.TheEmployerwill pay on Executive’sbehalf(orpromptly reimburseExecutive for) expenses required to maintain professional certifications held by Executive, including licensing, continuing professional education, and related travel expenses.

(e)

Fringe Benefits.During the Employment Period, the Employer shall provide Executive with such fringe benefits as are appropriate for his position, including providing Executive a Bank-owned cell phone for Executive’s use.

4.

TerminationandTerminationBenefits.Notwithstandingtheprovisionsof Section2,andinadditiontotheexpirationofthetermofthisAgreement,Executive’semployment willterminateunderthefollowingcircumstancesandwillbesubjecttothefollowingprovisions:

(a)

TerminationasaConsequenceofDeathorDisability.IfExecutivedies whileemployedbytheEmployer,theEmployerwillpayExecutive’sbeneficiarydesignatedin writing(providedsuchwritingisexecutedanddatedbyExecutiveanddeliveredtotheEmployer inaformacceptabletotheEmployerpriortoExecutive’sdeath)or,ifnone,Executive’sestate, the Base Salary through the end of the calendar month in which Executive’s death occurs.If Executive becomes “disabled” (as defined below), the Employer may give Executive written notice of its intention to terminate Executive’s employment, in which event Executive’s employment with the Employer will terminate on the 30thday after receipt of such notice by Executive.NotwithstandinganyotherprovisionofthisAgreementtothecontrary,ifExecutive’s employmentisterminatedundertheprecedingsentence,nopaymentsshallbemadeunderSection 4(c)or4(d);providedthatExecutiveshallbepaidtheBaseSalaryforservicesperformedthrough thedateoftermination,andanyotheramountsrequiredtobepaidbylaw.

ForpurposesofthisSection4,Executiveis“disabled”ifExecutiveisentitledto receivelong-termdisabilitybenefitsundertheEmployer’slong-termdisabilityplan,or,ifthereis nosuchplan,Executive’sinabilitytoperformanyofExecutive’sessentialjobfunctions,which disabilitylastsforanuninterruptedperiodofatleast180daysoratotalofatleast240daysoutof anyconsecutive360dayperiod,asaresultofExecutive’sincapacityduetophysicalormental illness(asdeterminedbytheopinionofanindependentphysicianselectedbytheEmployer).

(b)

TerminationforCause.Executive’semploymentmaybeterminatedfor CauseatanytimebytheEmployeruponwrittennoticetoExecutive.IftheEmployerterminates Executive’semploymentforCause,Executiveshallhavenorighttorenderservicesortoreceive compensationorotherbenefitsunderthisAgreementforanyperiodaftersuchterminationexcept asexpresslyprovidedinSection5(a)(ii).Onlythefollowingshallconstitute“Cause”forsuch termination:

(i)

deliberateneglectbyExecutiveintheperformanceofExecutive’s materialdutiesandresponsibilitiesasestablishedfromtimetotimebytheEmployeror Executive’s willful failure to follow reasonable written instructions or policies of the Employer;

(ii)

Executive’s continued failure to satisfactorily perform Executive’s job duties after being advised in writing of such failure and being given a reasonable opportunity and periodtoremedy such failure;

(iii)

convictionoforenteringofaguiltypleaorpleaofnocontestwith respecttoafelony,acrimeofmoralturpitudeoranyothercrimewithrespecttowhich imprisonmentisapossiblepunishment,orthecommissionofanactofembezzlementor fraudagainsttheEmployeroranAffiliate(asdefinedbelow);

(iv)

anybreachbyExecutiveofamaterialtermofthisAgreement,or violationinanymaterialrespectofanycodeorstandardofbehaviorgenerallyapplicable toofficersoftheEmployer,afterbeingadvisedinwritingofsuchbreachorviolationand beinggivenareasonableopportunityandperiodtoremedysuchbreachorviolation;or

(v)

the willful engaging by Executive in conduct that is reasonably likelytoresult,orhasresulted,inmaterialinjurytotheEmployer,reputational,financial or otherwise.

AlldeterminationsmadeininterpretingandimplementingtheforegoingdefinitionofCauseshall bemadebytheEmployerinitsreasonablediscretion,andshallbebindingontheEmployerand Executive.

(c)

TerminationbytheEmployerWithoutCause.Executive’semployment maybeterminatedbytheEmployerwithoutCauseatanytimeuponwrittennoticetoExecutive, whichterminationwillbeeffectiveimmediatelyoronsuchlaterdateasspecifiedinthewritten notice.IntheeventExecutive’semploymentisterminatedwithoutCausebefore,ormorethan oneyearafter,aChangeinControl(asdefinedbelow)shallhaveoccurred,Executiveshallreceive anyunpaidBaseSalarythroughthedateofterminationwithin30daysafterthedateoftermination. Inaddition,Executiveshallreceivethefollowingbenefits,providedExecutivesignsareleaseand waiverofclaimsinfavoroftheEmployer,anybusinessentitythat,directlyorindirectlythrough one or more intermediaries, controls, is controlled by, or is under common control with the Employer(each,an“Affiliate”),andtheirrespectiveofficersanddirectorsinaformprovidedby theEmployernolaterthanthedateoftermination(the“Release”)andtheReleasehasbecome effectivewithin30daysafterthedateoftermination:

(i)

For the greater of the number of months remaining in the EmploymentPeriodor12months(suchnumberofmonths,the“SeverancePeriod”),the Employer will (a) continue to pay Executive’s Base Salary in effect on the date of termination and (b)pay 1/12 of the highest annual bonus paid orpayable, including by reason of any deferral, for the two years immediately preceding the year in which Executive’semploymentterminates,suchpaymentstobemadeonthesameperiodicdates assalarypaymentswouldhavebeenmadetoExecutivehadExecutive’semploymentnot beenterminated,subjecttocompliancewithSection9(i)ofthisAgreementregardingthe requirementsofSection409A(“Section409A”)oftheInternalRevenueCodeof1986(the “Code”); and

(ii)

Executivewillreceiveawelfarecontinuancebenefitinanamount equal to the product of (x) the number of months in the SeverancePeriod times (y) the excessofthemonthlypremiumthatwouldapplyasofExecutive’sdateofterminationfor continuedhealth,dentalandvisionplancoverageforExecutiveandExecutive’s“qualified beneficiaries”(asdefinedinSection4980BoftheCode)overthemonthlyamountthat Executive paid for such coverage immediately before Executive’s termination.Such paymentwillbemadeonlyforindividuals(includingExecutive)whoarecoveredunder

such plan or plans immediately prior to Executive’s termination, but without regard to whetheranelectionforcoverageundertheConsolidatedOmnibusBudgetReconciliation Actof1985ismade.Suchpaymentwillbemadeinalumpsumonthe30thdayafterdate of termination of Executive’s employment, net of employment and income tax withholding.

Notwithstandingtheforegoing,Executiveshallnotbeentitledtoanyfurtherpaymentunderthis Section4(c)orunderSection4(d)ofthisAgreementintheeventtheEmployerdeterminesthat ExecutivehasbreachedanyofthecovenantssetforthinSection5ofthisAgreementandfilesan actiontoenforcethecovenants orgivesExecutiveanoticethataclaimisbeinginitiatedunder Section6ofthisAgreement.Further,insuchaproceeding,theEmployershallseek,andExecutive shallbeliabletoreturntotheEmployer,anypaymentsmadetoExecutiveunderthisSection4 dating backtothe date ofthe original breach.

(d)

TerminationbyExecutiveforGoodReason.Executivemayvoluntarily terminateExecutive’semploymentunderthisAgreement forGoodReason atanytimebefore, ormorethanoneyearafter,aChangeinControlshallhaveoccurred andbeentitledtoreceive the compensation and other benefits set forth in Section 4(c) relating to a termination without Cause, provided Executive signs theReleaseandit becomes effective within 30 days after the date oftermination of Executive’s employment.Executive must provide written notice to the Employer of the existence of the event or condition constituting such Good Reason within 90 daysoftheinitialoccurrenceoftheeventorconditionallegedtoconstituteGoodReason.Upon deliveryofsuchnoticebyExecutive,theEmployershallhaveaperiodof30daysduringwhich itmayremedyingoodfaiththeeventorconditionconstitutingGoodReason,and Executive’s employment shall continue in effect during such time so long as the Employer is making diligent efforts to cure.In the event the Employer shall remedy in good faith the event or conditionconstitutingGoodReasonduringsuch30-dayperiod,thensuchnoticeoftermination shall be null and void, and the Employer shall not be required to pay the amount due to Executive under this Section 4(d).

Forpurposes ofthis Agreement, “GoodReason”shall mean:

(i)

a material diminution in any of Executive’s positions under Section 1 or Executive’s authority, duties or responsibilities in any of such positions;

(ii)

the relocation of Executive’s primary office at which Executive must perform the services to be provided by Executive pursuant to this Agreement by morethan50milesfromitslocationasoftheEffectiveDatewithoutExecutive’swritten consent;

(iii)

the failure of the Employer to comply with the provisions of Section 3 or a material breach by the Employer of any other provision of this Agreement; or

(iv)

any limitation imposed by the Employer upon Executive’s

performance of Executive’s duties that substantially impairs Executive’s ability to performExecutive’sdutiesincompliancewiththeExchangeAct(asdefinedbelow)or applicable bank holding company or bank laws and regulations.

Notwithstanding the above, Good Reason shall not include any resignation by Executive where Cause for Executive’s termination by the Employer exists and has been asserted by the Employer. Executive and the Employer agree that this Section 4(d) shall not apply to a termination for Good Reason in connection with a Change in Control and that Section 4(g) shall apply in such a circumstance.

(e)

Resignation without Good Reason; Resignation of All Other Positions. Executive may terminate his employment under this Agreement without Good Reason by written notice to the Bank effective 90 days after receipt of such notice by the Bank.If Executive terminates his employment without Good Reason, Executive shall have no right to renderservicesortoreceivecompensationorotherbenefitsunderthisAgreementforanyperiod after such termination.It shall not constitute a breach of this Agreement for the Employer to suspendExecutive’sdutiesandtoplaceExecutiveonpaidleaveduringthenoticeperiod.Further, effective upon the termination of Executive’s employment for any reason, Executive shall be deemed to have resigned from all positions that Executive holds as an officer or an employee of the Company or the Bank or as a member of the Board of Directors (or committee thereof) of the Company or the Bank or any of the Employer’s Affiliates.

(f)

ChangeinControl.ForpurposesofthisAgreement,aChangeinControl means any of the following actions identified in clauses (i), (ii) or (iii) below:

(i)

The acquisition by any Person (as defined below) of beneficial ownership of 50% or more of the then outstanding shares of common stock of the Company,providedthatitshallnotconstituteaChangeinControlif(a)theacquisitionis directly from the Company (excluding an acquisition by virtue of the exercise of a conversionprivilege)or(b)individualswhoconstitutetheIncumbentBoard(asdefined below)immediatelypriortotheacquisitioncontinuetoconstituteamajorityoftheBoard ofDirectorsoftheCompanyforthe12-monthperiodimmediatelyaftertheacquisition.

(ii)

IndividualswhoconstitutetheBoardofDirectorsoftheCompany ontheEffectiveDate(the“IncumbentBoard”)ceasetoconstituteamajorityoftheBoard ofDirectorsoftheCompanywithina12-monthperiod,providedthatanydirectorwhose nominationwasapprovedbyavoteofatleasttwo-thirdsofthedirectorsthencomprising theIncumbentBoardwillbeconsideredamemberoftheIncumbentBoard,butexcluding anysuchindividualwhoseinitialassumptionofofficeisinconnectionwithanactualor threatenedelectioncontestrelatingtotheelectionofthedirectorsoftheCompany.

(iii)

Consummation of a reorganization, merger, share exchange or consolidationinvolvingtheCompany(a“Reorganization”),unless each ofthefollowing conditionsissatisfied:(a)atleast40%ofthethenoutstandingsharesofcommonstock

of the corporation resulting from the Reorganization is beneficially owned by all or substantially all of the former shareholders of the Company in substantially the same proportions, relative to each other, as their ownership existed in the Company immediatelypriortotheReorganization;(b)noPersonbeneficiallyowns 20%ormore of either (1) the then outstanding shares of common stock of the corporation resulting from the transaction or (2) the combined voting power of the then outstanding voting securitiesof suchcorporationentitledto vote generally intheelection of directors;and

(c) at least a majority of the members of the board of directors of the corporation resultingfromtheReorganizationweremembersoftheIncumbentBoardatthetimeof the execution of the initial agreement providing for the Reorganization.

For purposes of this Agreement, a Change in Control occurs on the date on which an event describedinclause(i),(ii)or(iii)immediatelyabove occurs. IfaChangein Controloccurson account of a series of transactions or events, the Change in Control occurs on the date of the lastofsuchtransactionsorevents.ForpurposesofthisSection4(f)ofthisAgreement,“Person” meansanyindividual,entityorgroup(withinthemeaningofSection13(d)(3)oftheSecurities ExchangeActof1934,asamended(the“ExchangeAct”)),otherthananyemployeebenefitplan (or related trust) sponsored or maintained by the Company or an Affiliate, and “beneficial ownership”hasthemeaninggiventheterminRule13d-3undertheExchangeAct.

(g)

Termination due to Change in Control. If Executive’s employment is terminated without Cause or if Executive resigns for Good Reason, in either case within one yearafteraChangeinControlshallhaveoccurred, (i)ExecutiveshallreceiveanyunpaidBase Salarythroughthedateofterminationwithin30daysafterthedateoftermination,(ii)theamount set forth in Section 4(c)(ii) shall be paid to Executive as provided therein, (iii) Executive shall be paid in a lump sum no later than the 30thday after the date of such termination, net of employmentandincome taxwithholding,anamountequal totwo timesthe sumof(A)(x)the BaseSalaryineffectonthedateofterminationor,(y)ifgreater,thehighestbasesalaryineffect in the three months immediately prior to the Change in Control, plus (B) the highest annual bonus paid or payable, including by reason of any deferral, for the two years immediately preceding the year in which Executive’s employment terminates, subject to compliance with Section 9(i) of this Agreement regarding the requirements of Section 409A and Executive’s continuingcompliancewiththecovenantsunderSection5ofthisAgreement.

Notwithstandingtheforegoing,Executiveshallnotbeentitledtoanyfurtherpaymentunderthis Section 4(g) in the event the Employer determines that Executive has breached any of the covenantssetforthinSection5andfilesanactiontoenforcethecovenantsorgivesExecutive noticethataclaimisbeinginitiatedunderSection6.Further,insuchaproceeding,theEmployer shall seek, and Executive shall be liable to return to the Employer, any payments made to Executive under this Section 4 dating back to the date of the original breach. As a condition precedent to the entitlement or receipt of any payments or vesting under this Section 4(g), ExecutivemustsigntheRelease,andtheReleasemustbecomeeffectivewithin30daysafterthe date of termination.

(h)

Parachute Taxes.Notwithstanding any other provision of this Agreementoranyotherplan,arrangementoragreementtothecontrary,ifanyofthepayments or benefits provided or to be provided by the Employer or its Affiliates to Executive or for Executive’sbenefitpursuanttothetermsofthisAgreementorotherwise(“CoveredPayments”) constituteparachutepayments(“ParachutePayments”)withinthemeaningofSection280Gof theCodeandwould,butforthisSection4(h),besubjecttotheexcisetaximposedunderSection 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or locallaworanyinterestorpenaltieswithrespecttosuchtaxes(collectively,the“ExciseTax”), then the Covered Payments:(A) shall be reduced to the minimum extent necessary to ensure thatnoportionoftheCoveredPaymentsissubjecttotheExciseTax(thatamount,the“ReducedAmount”);or(B)shall bepayablein full if Executive’s receipt on an after-taxbasis ofthefull amount of payments and benefits (after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax)) would result in Executive retaining an amount greaterthan the Reduced Amount. Any determination required under this Section 4(h), including whether any payments or benefits are Parachute Payments, shall be made by the accounting firm or tax counsel selected by the Bank in its sole discretion (the “Tax Advisor”), which shall provide detailed supporting calculations to the Bank and Executive. The Bank and Executive shall provide the Tax Advisor with such information and documentsastheTaxAdvisormayreasonablyrequestinordertomakeadeterminationunder this Section 4(h). For purposes of making the calculations and determinations required by this Section 4(h), the Tax Advisor may rely on reasonable, good faith assumptions and approximationsconcerningtheapplicationofSection280GandSection4999oftheCode.The TaxAdvisor’sdeterminationsshallbefinalandbindingontheBankandExecutive.TheBank shall be responsible for all fees and expenses incurred by the Tax Advisor in connection with the calculations required by this Section 4(h).

5.

CovenantsofExecutive.

(a)

Noncompetition.

(i)

ExecutiveagreesthatwhenemployedwiththeEmployerduring theEmploymentPeriodandforanyfurtherperiodinwhichExecutiveisemployedwith theEmployerandfor12monthsafterExecutiveisnolongeremployedbytheEmployer foranyreason(the“RestrictedPeriod”),exceptassetforthinSection5(a)(ii),Executive will not directly or indirectly, as a principal, agent, employee, employer, investor, director, consultant, co-partner or in any other individual or representative capacity whatsoever engage in a Competitive Business anywhere in the Market Area (as such terms are defined below) by (i) owning, managing or controlling a Competitive Business, or (ii) performing competitive duties that are the same as or substantially similar to those which Executive performed on behalf of the Employer or any of its Affiliatesduringthelast24monthsofExecutive’semploymentbytheEmployerforor on behalf of any Person engaged in a Competitive Business.Notwithstanding the foregoing, Executive may purchase or otherwise acquire up to (but not more than) 1% ofanyclassofsecuritiesofanybusinessenterprise(butwithoutotherwiseparticipating intheactivitiesofsuchenterprise)thatengagesinaCompetitiveBusinessintheMarket

Area and whose securities are listed on any national securities exchange or have been registered under Section 12 of the Exchange Act.

(ii)

IftheEmployerterminatesExecutiveforCause,thecovenantsof Section 5(a)(i) shall not apply unless the Employer (A) provides written notice to Executive, within 15 days afterExecutive’stermination date,that such covenants shall apply for a period specified in the notice, which period shall not exceed 12 months following Executive’s termination date (the period specified, the “Applicable Period”) and (B) agrees to continue to pay the Base Salary on regular payroll dates through the end of the Applicable Period.Payment of the Base Salary will cease, however, in the event the Employer determines that Executive has breached the covenants set forth in Section5duringtheApplicablePeriodandfilesanactiontoenforcethecovenantsorgives Executive a notice that a claim is being initiated under Section 6 of this Agreement. Further,insuchaproceeding,theEmployershallseek,andExecutiveshallbeliableto returntotheEmployer,anypaymentsmadetoExecutiveunderthisSection5(a)(ii)dating back to the date of the original breach. For clarity, the covenants of Section 5(a) shall continue to apply during the remainder of the Applicable Period (and the covenants of Section 5(b) and 5(c) shall continue to apply during the remainder of the Restricted Period).

(b)

NonsolicitationofCustomers.Executiveagreesthatwhenemployedby the Employer and through the Restricted Period, Executive will not, directly or indirectly, solicit, divert from the Employer or its Affiliates, or transact business with any Customer (as defined below) of the Employer or its Affiliates, with whom Executive had Material Contact (as defined below) during the last 12 months of Executive’s employment or about whom Executiveobtainedinformationnotknowngenerallytothepublicwhileactingwithinthescope of Executive’s employment during the last 12 months of employment, if the purpose of such solicitation, diversion or transaction is to compete with the Employer or its Affiliates by providing products or services that arethe same as or substantially similar to, and competitive with, those offered by Employer or its Affiliates at the time Executive’s employment ceases.

(c)

NonsolicitationofEmployees.Executiveagreesthatwhenemployedby theEmployerandthroughtheRestrictedPeriod,Executivewill not, directlyorindirectly, hire anypersonemployedbytheEmployeroritsAffiliatesduringthelastsixmonthsofExecutive’s employment, or solicit for hire or induce any such person to terminate employment with the Employer or its Affiliates, if the purpose is to compete with the Employer or its Affiliates.

(d)

Definitions.As usedin this Agreement:

(i)

The term “Competitive Business” means any of the following businessesinwhichExecutivewasengagedinatanytimeduringthelast24monthsof Executive’semploymentwiththeEmployeronbehalfoftheEmployer:(A)thefinancial servicesbusiness,whichencompassesoneormoreofthefollowingbusinesses,solong asandtotheextentthattheEmployeroranyofitsAffiliatesareengagedinanyofsuch businessesatthetimeExecutive’semploymentceases:consumerandcommercial

banking,insurancebrokerage,residentialandcommercialmortgagelending,andwealth management, and (B) fintech or “banking as a service” applications, products or services, or support or lending to businesses that areengaged in fintech services or the “bankingasaservice”fieldorthatofferfintech or“bankingasaservice”applications, products or services that are competitive with those for which the Employer or any of itsAffiliatesisreceivingdirectorindirectfees,incomeand/orcompensationatthetime Executive’s employment ceases, including as a sponsor bank, issuing bank or bank of record,solongasandtotheextentthattheEmployeroranyofitsAffiliatesareengaged in any such business at the time Executive’s employment ceases (collectively, the “Fintech Business”), and (C) any other business in which the Employer or any of its Affiliates are engaged so long as and to the extent that the Employer or any of its Affiliates are engaged in any such other business at the time Executive’s employment ceases.

(ii)

The term “Customer” means (A) any Person (as defined below) with whom the Employer or its Affiliates had a depository or other contractual relationship, pursuant to which the Employer or its Affiliates provided products or servicesduringthelast12monthsofExecutive’semployment,(B)anyPersonengaged in the Fintech Business with whom Employer or its Affiliates had a contractual relationship (a “Fintech Business Partner”), or (C) any prospective Customer or prospective Fintech Business Partner with whom Executive had substantive contact duringthelast12monthsofhisemploymentforthepurposeofencouragingorsoliciting them to do business with the Employer or its Affiliates.

(iii)

The terms “Fintech Business” and “Fintech Business Partner” shall have the meanings as defined above.

(iv)

The term “Market Area” means any city, town, county or municipalityinwhichtheEmployeroritsAffiliatesisoperatingaretailbankingoffice oramortgageofficeasofthedateExecutive’semploymentceases,andanyimmediately adjacentcity,town,countyormunicipalityandprovidedfurtherthat,withrespecttothe Fintech Business, Market Area means any U.S. state in which the Employer or any AffiliateengagesintheFintechBusinessasofthedateExecutive’semploymentceases.

(v)

The term “Material Contact” means that Executive personally communicated with the Customer, either orally or in writing, for the purpose of providing, offering to provide or assisting in providing products or services of the Employer or its Affiliates during the last 12 months of Executive’s employment.

(vi)

Theterm“Person”meansanyperson,partnership,corporation, company,grouporother entity,exceptasotherwiseprovidedfor purposesof Section 4(f).

(e)

Confidentiality.As anemployeeof theEmployer,Executivewillhave accesstoandmayparticipateintheoriginationofnon-public,proprietaryandconfidential

information relating to the Employer and/or its Affiliates and Executive acknowledges a fiduciary duty owed to the Employer or its Affiliates not to disclose any such information. Confidential information may include, but is not limited to, trade secrets, customer lists and information,internalcorporateplanning,methodsofmarketingandoperation,personneldata, computer software and all data base technologies, know-how, processes, applications, platforms,businessarrangementswithFintechBusinessPartners, andotherdataorinformation of or concerning the Employer or its Affiliates or their customers that is not generally known to the public or generally in the banking industry. Executive agrees that for a period of five years following the cessation of employment, Executive will not use or disclose to any third party any such confidential information, either directly or indirectly, including in conducting a business, except as may be authorized in writing specifically by Employer; provided, howeverthattotheextenttheinformationcovered bythisSection5isotherwiseprotectedby the law, such as “trade secrets,” as defined by the Virginia Uniform Trade Secrets Act, or customer information protected by banking privacy laws, that information shall not be disclosedorusedforhoweverlongthelegalprotectionsapplicabletosuchinformationremain in effect.

Nothing in this Agreement restricts or prohibits Executive or Executive’s counsel from initiating communications directly with, responding to any inquiry from, volunteering information to, or providing testimony before a self-regulatory authority or a governmental, law enforcement or other regulatory authority, including the U.S. Equal Employment Opportunity Commission, the U.S. Department of Labor, the National Labor RelationsBoard,theU.S.DepartmentofJustice,theSecuritiesandExchangeCommission,the Financial Industry Regulatory Authority, the U.S. Congress, and any Office of Inspector General (collectively, the “Regulators”), from participating in any reporting of, investigation into,orproceedingregardingsuspectedviolationsoflaw,orfrommakingotherdisclosuresthat are protected under or from receiving an award for information provided under the whistleblower provisions of state or federal law or regulation.Executive does not need the prior authorization of the Employer to engage in such communications with the Regulators, respond to such inquiries from the Regulators, provide confidential information or documents containing confidential information to the Regulators, ormake any such reports ordisclosures totheRegulators.ExecutiveisnotrequiredtonotifytheEmployerthatExecutivehasengaged in such communications with the Regulators.Executive recognizes and agrees that, in connection with any such activity outlined above, Executive must inform the Regulators that the information Executive is providing is confidential.

Federal law provides certain protections to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances. Specifically, federal law provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret under either of the following conditions:

•

Where the disclosure is made (a) in confidence to a federal, state or local government official, eitherdirectly or indirectly, orto an attorney; and (b) solely forthepurposeof reporting or investigating a suspected violation of law; or

•

Wherethedisclosureismadeinacomplaintor otherdocumentfiledinalawsuitor other proceeding, if such filing is made under seal.

Federal law also provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individualandusethetradesecretinformationinthecourtproceeding,iftheindividual(a)files anydocument containingthetradesecretunderseal;and(b)doesnotdisclosethetradesecret, except pursuant to court order.

(f)

Acknowledgment.The covenants contained in this Section 5 shall be construedandinterpretedinanyproceedingtopermittheirenforcementtothemaximumextent permitted by law.Executive acknowledges and agrees that the covenants contained in this Section 5 are in consideration for this Agreement and payment hereunder including payments thatmaybemadeunderSection4.Executiverepresentsthathisexperienceandcapabilitiesare such that Executive can obtain employment in a business that is engaged in other lines and/or of a different nature than the Employer and its Affiliates, and that the enforcement of the covenants herein will not prevent Executive from earning a sufficient livelihood. Executive further agrees that the restrictions imposed herein are necessary for the reasonable and proper protection of the Employer and its Affiliates, and that each and every one of the restrictions is reasonablein respect to length oftime, geographicarea and scope of prohibited activities,and that the restrictions are neither overly restrictive on Executive’s post-employment activity nor overly burdensome for Executive to abide by while in the employ of the Employer. Without limiting the foregoing, Executive agrees that the Fintech Business of the Employer and its Affiliates has a nationwide geographic scope and that such businesses would be irreparably harmed if Executive were to compete within such field anywhere in the United States. If, however,thetime,geographicand/orscopeofactivityrestrictionssetforthinthisSection5are found by an arbitrator or court to exceed the standards deemed enforceable, the arbitrator or court, as applicable, is empowered and directed to modify the restriction(s) to the extent necessarytomakethemenforceable.Notwithstandinganythingtothecontraryherein,nothing inthisAgreementshallbeconstruedtoprohibitanyactivitythatcannotreasonablybeconstrued to further in any meaningful way any actual or potential competition against the Employer or an Affiliate.

(g)

Enforcement.Executive acknowledges that damages at law would not be a measurable or adequate remedy for breach of the covenants contained in this Section 5 and, accordingly, Executive agrees to submit to the equitable jurisdiction of any court of competent jurisdiction in connection with any action to enjoin Executive from violating any such covenants.In the event legal action is commenced with respect to the provisions of this Section5andExecutivehasnotstrictlyobservedtherestrictionssetforthinthisSection5,then therestrictedperiodsdescribedinsubsections(a),(b),and(c)inthisSection5may,inthecourt or arbitrator’s discretion, be tolled and run anew from the date of any Final Determination (as defined below) of such legal action.“Final Determination” shall mean the expiration of time to file any possible appeal from a final judgment in such legal action or, if an appeal be taken, the final determination of the final appellate proceeding.All the provisions of this Section 5 will survive termination and expiration of this Agreement.

6.

DisputeResolution.

(a)

Except as provided in Section 6(c) below the Employer and Executive acknowledgeandagreethatanydisputeorcontroversyarisingoutof,relatingto,orinconnection with this Agreement, or the interpretation, validity, construction, performance, breach, or terminationthereof,shallbesettledbybindingarbitrationunlessotherwiserequiredbylaw,tobe heldremotely,inaccordancewiththeJAMSEmploymentArbitrationRules&Procedures.The arbitratormaygrantinjunctionsorotherreliefinsuchdisputeorcontroversy.Thedecisionofthe arbitratorshallbefinal,conclusiveandbindingonthepartiestothearbitration.Judgmentmaybe enteredonthearbitrator’sdecisioninanycourthavingjurisdiction.Thepartyagainstwhomthe arbitrator(s)shallrenderanawardshallpaytheotherparty’sreasonableattorneys’feesandother reasonable costs and expenses in connection with the enforcement of its rights under this Agreement(includingtheenforcementofanyarbitrationawardincourt),unlessandtotheextent thearbitrator(s)shalldeterminethatunderthecircumstancesrecoverybytheprevailingpartyof allorapartofanysuchfeesandcostsandexpenseswouldbeunjust.

(b)

The arbitrator(s) shall apply Virginia law to the merits of any dispute or claim, without reference to rules of conflicts of law.Executive hereby consents to the personal jurisdictionofthestateandfederalcourtslocatedinVirginiaforanyactionorproceedingarising fromorrelatingtothisAgreementorrelatingtoanyarbitrationinwhichthepartiesareparticipants.

(c)

The parties may apply to any Virginia state court or federal district court of competentjurisdictionforatemporaryrestrainingorder,preliminaryinjunction,orotherinterim orconservatoryrelief,asnecessary,totheextentthatsuchcourtwouldhavejurisdictionoverthe subjectmatterofsuchaction,withoutbreachofthisarbitrationagreementandwithoutabridgment of the powers of the arbitrator.

(d)

EXECUTIVE HEREBY CONFIRMS EXECUTIVE HAS READ AND UNDERSTANDS THIS SECTION 6, WHICH DISCUSSES ARBITRATION, AND UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EXECUTIVE AGREES, EXCEPTASPROVIDEDINSECTION6(c),TOSUBMITANYCLAIMSARISINGOUTOF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, UNLESS OTHERWISE REQUIRED BY LAW, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EXECUTIVE’S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF EXECUTIVE’S RELATIONSHIP WITHTHEEMPLOYER ANDITS AFFILIATES.

7.

Non-disparagement.Executive will not at any time during or after the Employment Period make, publish or communicate to any Person or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Employer, its Affiliates, or their business, or any of their directors, employees, customers, and other associatedthirdparties.ThisSection7doesnot,inanyway,restrictorimpedeExecutivefrom

exercising protected rights, including those described in Section 5(e), to the extent that such rightscannotbewaivedbyagreementorfromcomplyingwithanyapplicablelaworregulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by law, regulation or order. Executive shall promptly provide written notice of any such order to the Employer.

8.

RegulatoryProvisions.

(a)

Suspension or Temporary Prohibition from Participation.If Executive is suspended and/or temporarily prohibited from participating in the conduct of the affairs of the Employer by a notice served under the Federal Deposit Insurance Act (the “FDIA”) or an orderissuedbyanyfederalorstategovernmentagency,theobligationsoftheEmployerunder this Agreement shall be suspended as of the date of service of such notice or the issuance date of such order. If the charges in the notice or order are dismissed, the Employer shall (i) pay Executive all or part of the compensation withheld while its obligations under this Agreement were suspended, and (ii) reinstate (in whole or in part) any of its obligations which were suspended.

(b)

Removal or Permanent Prohibition from Participation.If Executive is removed and/or permanently prohibited from participating in the conduct of the affairs of the Employer by a notice served under the FDIA or an order issued by any federal or state governmentagency,allobligationsoftheEmployerunderthisAgreementshallterminateasof the date of service of such notice or the issuance date of such order, but Executive’s vested rights under any employee benefit plans and programs of the Employer shall not be affected.

(c)

Default.IftheEmployerisindefaultasdefinedintheFDIAoranyorder issued by any federal or state government agency, all obligations of the Employer under this Agreement shall terminateas ofthe date of default, but theoperation ofthis Section 8(c)shall not affect any of Executive’s vested rights under any employee benefit plans and programs of the Employer.

(d)

Mitigation.The Employer will use its commercially reasonable efforts to mitigate any adverse impact of Sections 8(a), 8(b) and 8(c) on Executive.

(e)

Payment Prohibition.If the Employer is prohibited from making a paymentprovidedforinthisAgreementpursuanttotheprovisionsofPart359oftheregulations of the Federal Deposit Insurance Corporation (the “FDIC”), then the Employer shall not be obligatedtomakesuchpayment,andExecutiveshallhavenorighttoreceivesuchpayment.If theEmployerisprohibitedfrommakingapaymentprovidedforinthisAgreementwithoutthe priorconsentorapprovaloftheFDIC,theOfficeoftheComptrolleroftheCurrencyoranother appropriate federal banking agency, then the Employer shall not be obligated to make such payment, and Executive shall have no right to receive such payment, unless such consent or approvalisreceived.TheEmployerherebyagreesandcovenantstouseitsbesteffortstoobtain the required consent or approval as expeditiously as possible and agree to provide Executive with documentation of its efforts and status reports as requested.

9.

Miscellaneous.

(a)

Severability.If any clause or provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, then the remainder of this Agreement shall not be affected thereby, and in lieu of each clause orprovisionofthisAgreementwhichisillegal,invalidorunenforceable,thereshallbeadded, as part of this Agreement, a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible and as may be legal, valid and enforceable.

(b)

ApplicableLaw.ThisAgreementshallbegovernedbyandconstruedin accordance with the laws of the Commonwealth of Virginia, without regard to its conflicts of law principles.

(c)

EntireAgreement;Amendments.ThisAgreementconstitutestheentire agreement between the parties with respect to the subject matter hereof and no agreements or representations,oralorotherwise,expressorimplied,withrespecttothesubjectmatterhereof have been made by either party which are not expressly set forth in this Agreement.This Agreement may be amended only by an agreement signed by the parties hereto.

(d)

Waiver.The rights and remedies of the parties to this Agreement are cumulativeandnotalternative.Neitherthefailurenoranydelayby anypartyinexercising,in wholeorinpart,anyright,powerorprivilegeunderthisAgreementwilloperateasawaiverof such right, power or privilege.

(e)

Binding Effect; Survival.This Agreement is binding upon and shall inure to the benefit of the parties and their respective successors, heirs and assigns, provided that no part of this Agreement is assignable by Executive.Except as otherwise expressly providedherein,upontheterminationorexpirationofthisAgreementtherespectiverightsand obligations of the parties hereto shall survive such termination or expiration to the extent necessary to carry out the intentions of the parties set forth in this Agreement.

(f)

No Construction Against Any Party.This Agreement is the product of informed negotiations between the parties.If any part of this Agreement is deemed to be unclearorambiguous,itshallbeconstruedasifitweredraftedjointlybyallparties.Theparties agreethatnopartyheretowasinasuperiorbargainingpositionregardingthesubstantiveterms of this Agreement.

(g)

Clawback.Any incentive-based compensation or award that Executive receives,orhasreceived,fromtheEmployeroritsAffiliatesunderthisAgreementorotherwise, willbesubjecttoclawbackbytheEmployerasmayberequiredbyapplicablelaw,government regulation or stock exchange listing requirement, rule or regulation and on such basis as the Board of Directors of the Company or of the Bank reasonably determined in good faith, includingpursuanttoanyincentivecompensationclawbackpolicyadoptedbytheBoardof

Directors of the Company or of the Bank pursuant to any such law, government regulation or stock exchange listing requirement, rule or regulation, or otherwise.

(h)

Documents.Alldocuments,records, tapes andothermedia of anykind or description relating to the business of the Employer or its Affiliates (the “Documents”), whetherornotpreparedbyExecutive,shallbethesoleandexclusivepropertyoftheEmployer. The Documents and any copies thereof stored in any manner, together with any Employer issuedequipment,vehicles,keys,securitydevices,identificationcards,computers,cellphones and other devices, that are in Executive’s possession or control shall be returned to the EmployerimmediatelyuponExecutive’sterminationofemploymentforanyreasonoratsuch earlier time as the Board or its designees may specify.

(i)

Section409ACompliance.This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed and administered in accordance with Section 409A.Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption.Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible.For purposes of Section 409A, each installment paymentprovidedunderthisAgreementshallbetreatedasaseparatepayment.Anypayments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A to the extent required to avoid a violation of Section 409A.Notwithstanding the foregoing, neither the Employer nor any Affiliate makes anyrepresentationthatthepaymentsandbenefitsprovidedunderthisAgreementcomplywith Section409A,andinnoeventshalltheEmployeroranyAffiliatebeliableforalloranyportion ofanytaxes,penalties,interestorotherexpensesthatmaybeincurredbyExecutiveonaccount of non-compliance with Section 409A.

Notwithstanding any other provision of this Agreement, if any payment or benefit provided to Executive in connection with Executive’s termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409AandExecutiveisdeterminedtobea“specifiedemployee”asdefinedin Section409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the date of termination or if sooner the date of Executive’s death (the “Specified Employee Payment Date”) to the extent required for compliance with Section 409A.The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to Executive (or Executive’s beneficiary) in a lump sum on the Specified Employee Payment Date and thereafter,anyremainingpaymentsshallbepaidwithoutdelayinaccordancewiththeiroriginal schedule.

AnypaymentunderSection4ofthisAgreementthatisdeterminedtoconstitute “nonqualifieddeferredcompensation”withinthemeaningofSection409A,andthatissubject totheReleasebecomingeffective,andthatwouldotherwisebepaidinthefirst30daysafter

Executive’sterminationdateshallbepaid,ifatall,onsuch30thdayandanyremaining payments shall be made in accordance with their original schedule.

Paymentswithrespecttoreimbursementsofexpensesorin-kindbenefitsshallbe paidorprovidedinaccordancewiththeEmployer’sapplicablepolicyorbenefitplan,butinall eventsreimbursementsshallbepaidnolaterthanthelastdayofthecalendaryearfollowingthe calendar year in which the relevant expense is incurred.The amount of expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expensesorbenefitseligibleforreimbursementorprovisioninanyothercalendaryear.

(j)

Notices.Any notices and other communications provided for by this Agreementwillbesufficientifinwritinganddeliveredinpersonorsentbyregisteredorcertified mail,postageprepaid(inwhichcasenoticewillbedeemedtohavebeengivenonthethirdday aftermailing),orbyovernightdeliverybyareliableovernightcourierservice(inwhichcasenotice willbedeemedtohavebeengivenonthedayafterdeliverytosuchcourierservice).Noticesto theEmployershallbedirectedtotheCorporateSecretaryoftheBank,withacopydirectedtothe ChairmanoftheBoard.NoticestoExecutiveshallbedirectedtoExecutive’slastknownaddress. Any partymay designateanotheraddressin writing (orby such othermethod approved by the Employer) from time to time.

(k)

AcknowledgementofFullUnderstanding. EXECUTIVE ACKNOWLEDGES AND AGREES: (i) THAT EXECUTIVE HAS FULLY READ, UNDERSTANDSANDISVOLUNTARILYENTERING INTO THIS AGREEMENT;AND

(ii) THAT EXECUTIVE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULTWITHANATTORNEYOFEXECUTIVE’SCHOICEBEFORESIGNINGTHIS AGREEMENT.

(l)

Counterparts.This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

(m)

Tax Withholding.The Employer is authorized to withhold from all amounts paid or provided under this Agreement applicable taxes required to be withheld thereon.

[Signaturespagefollows]

INWITNESSWHEREOF,thepartiesheretohaveduly executedthisAgreementon the day and year first above written.

BLUERIDGEBANK,NATIONAL ASSOCIATION