Exhibit 10.2

EMPLOYMENTAGREEMENT

ThisEmployment Agreement (this "Agreement” isdated asofDecember 17,2024 (the ''Effective Date"),by and between Blue Ridge Bank,National Association, a national banking association(the''Bank''orthe"Employer"),andRaymondKnott("Executive'').

WHEREAS,theBank isthe wholly-ownednational banking association subsidiary of Blue Ridge Bankshares, Inc. (the "Company");and

WHEREAS,theBank 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 intosuch covenants; and

WHEREAS, Executive iswillingto makehisservicesavailable totheBankontheterms and subject tothe conditions setforth herein.

NOW,THEREFORE,theparties,intendingtobelegallybound,agreeasfollows:

1.

Employmentand Acceptance.EffectiveasoftheEffective Date,Executiveshall beemployedas theCommercial BankingExecutiveoftheBank.Executive shallhavetheduties and responsibilitiesthatarecommensuratewithsuch positions andshall alsorender such other services and duties as may be reasonably assigned Executive from time to time by the Employer, consistent withExecutive's positions with theEmployer. Executive acceptsand agrees to such employment and agrees to carry outhis duties and responsibilitiesto the best of his ability in a competent, efficient and businesslike manner.Executive further agrees to comply withall the policies, standards andcodesof conduct oftheEmployer now or hereafter adopted.

2.

Term. This Agreement is effective on the Effective Date and shall end on the second anniversary of the Effective Date and the term hereof will be automatically extended for an additional year beginning on the day after the second anniversary date and any anniversary date thereafter, unless terminated as provided herein. The term of this Agreement will not be extended if either party gives written notice to the other stating its intention to terminate such term at least 90 days before the second or any succeeding anniversary of the Effective Date. The initial term of this Agreement and any extension of such term is referred to as the "Employment Period."

3.

Compensation.

(a)

BaseSalary.DuringtheEmploymentPeriod,Executiveshallreceivefor Executive'sservicesanannualbasesalary(the"BaseSalary")inanamounttobedetermined bytheBoardofDirectorsoftheBank(the"Board").TheBaseSalarywillbereviewedannually andmay beadjusted upward ordownward inthesolediscretion oftheBoard.Innoevent, however,willtheBaseSalarybelessthanthegrossamountof$340,000.00.TheBaseSalary will besubject toallapplicablev.1thholdings anddeductions requiredbyfederal andstatelaw.

(b)

Annual Bonus; Other Incentives.During the Employment Period, Executivewillbeentitledtoreceiveannualcashbonuspaymentsasmaybedeterminedbythe BoardpursuanttothebonusprogramexecutiveofficersoftheEmployer;providedthatsuch annual bonus will be based on metrics, standards and parameters establishedby theBoard and will provideforapaymentofupto30%oftheBaseSalary.Anysuchannualcashbonuswillbepaid toExecutivenolaterthantwoandone-halfmonths aftertheendoftheyearforwhichtheannual bonusisawarded.Tobeeligibletoreceiveanycashbonus,Executivemustbeactivelyemployed bytheEmployeronthedatesuch bonusisaccrued.Thebonuswillbesubjecttoallapplicable withholdingsanddeductionsrequiredbyfederalandstatelaw.DuringtheEmploymentPeriod, Executivealsowillbeeligible toreceiveothercash-orstock-basedincentives insuchamounts andonsuchtermsandconditionsasestablishedbytheBoardortheBoardofDirectorsofthe Companyorbythecompensationcommittee ofeitherofsuchboard ofdirectors, asapplicable; providedthateachyearduringtheEmploymentPeriod,Executivewillbeeligibleforalong-term incentiveaward(whichmaytaketheformofanannualequityorequity-basedgrant)ofup to30% of the Base Salary.

(c)

Benefits.DuringtheEmploymentPeriod,Executivewillbeentitledto participateinthoseretirement,lifeinsurance,medical, sickleave,vacation,paidtimeoffand otheremployeebenefitplansandprogramsoftheEmployerthatmaybeineffectfromtimeto time, tothe extent Executive iseligible under theterms of those plans and programs.The Employerreservestherighttomodify,addoreliminatebenefitsforitsemployees atanytime asitdeemsappropriateandasinaccordancewithapplicablefederalandstatelaw.

(d)

BusinessExpenses.DuringtheEmploymentPeriod,theEmployerwill payonExecutive's behalf(orpromptly reimburseExecutivefor)reasonableexpensesincurred byExecutiveattherequesto:t oron behalfof,theEmployerintheperformance ofExecutive's dutiespursuanttothisAgreement,inaccordancewiththeEmployer'spoliciesasineffectfrom timetotime.TheEmployer willpayonExecutive's behalf(orpromptly reimburseExecutive for)expenses required tomaintain professional certificationsheld byExecutive, including licensing, continuing professionaleducation,andrelated travelexpenses.

(e)

FringeBenefits.DuringtheEmployment Period, theEmployershall provide Executive with such fringe benefits as are appropriate for his position, including providingExecutiveaBank-owned cellphoneforExecutive's use.

4.

TerminationandTerminationBenefits.Notwithstandingtheprovisionsof Section2,andinadditiontotheexpirationofthe term ofthisAgreement,Executive's employment willterminate underthefollowingcircumstancesand willbesubjecttothefollowing provisions:

(a)

Termination asa Consequence ofDeath orDisability.If Executive dies while employed by theEmployer, theEmployer will pay Executive's beneficiary designated in writing(providedsuchwritingisexecuted anddatedbyExecutiveanddeliveredto theEmployer in a form acceptable to the Employer prior to Executive's death) or.if none, Executive's estate, 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 the30thday after receipt of such notice by Executive. Notwithstandinganyother provisionofthisAgreement tothecontrary, ifExecutive's employmentisterminatedundertheprecedingsentence,nopaymentsshallbemadeunderSection 4(c)or4{d);providedthatExecutiveshallbepaidtheBaseSalaryforservicesperformedthrough thedateoftermination, and anyother amounts required to bepaid by law.

Forpurposes ofthisSection 4,Executive is“disabled''ifExecutive is entitled to receivelong-termdisabilitybenefitsundertheEmployer'slong-termdisabilityplan,or,ifthereis nosuch plan,Executive's inability to perform anyof Executive's essential jobfunctions, which disabilitylastsforanuninterruptedperiodofatleast180daysoratotalofatleast240daysoutof any consecutive 360 day period, asa result ofExecutive's incapacity duetophysical or mental illness(asdeterminedbytheopinionofan independentphysician selected bytheEmployer).

(b)

Termination forCause.Executive's employment may beterminated for CauseatanytimebytheEmployeruponwrittennoticetoExecutive.IftheEmployerterminates Executive’semploymentforCause.Executiveshallhavenorighttorenderservicesortoreceive compensationorotherbenefitsunderthisAgreementforanyperiodaftersuchterminationexcept as expressly provided in Section 5(a)(ii).Only the following shall constitute "Cause"forsuch termination:

(i)

deliberateneglectbyExecutive intheperformance ofExecutive's material dutiesand responsibilitiesas established from time totime by theEmployer or Executive's willful failure to follow reasonable written instructions or policies of the Employer;

(ii)

Executive'scontinuedfailuretosatisfactorilyperformExecutive's job duties after being advised in writing of such failure and being given a reasonable opportunity and period to remedy such failure;

(iii)

convictionoforenteringofaguiltypleaorpleaofnocontestwith respect to a felony, a crime of moral turpitude orany other crime with respect to which imprisonment isapossiblepunishment, orthecommission ofanactofembezzlementor fraud against theEmployer oranAffiliate (as defined below);

(iv)

anybreachbyExecutiveofamaterialtermofthisAgreement,or violationinanymaterialrespectofanycodeorstandardofbehaviorgenerallyapplicable toofficersoftheEmployer,afterbeingadvisedinwritingofsuchbreachorviolation and beinggivena reasonable opportunity andperiodtoremedysuch breachorviolation;or

(v)

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

Alldeterminationsmadeininterpretingandimplementing theforegoingdefinition ofCauseshall bemadebytheEmployer initsreasonable discretion,andshall bebinding ontheEmployer and Executive.

(c)

Termination bytheEmployer Without Cause.Executive's employment maybeterminated bytheEmployerwithoutCauseatanytimeuponwrittennoticeto Executive. whichtermination will beeffective immediately oronsuchlaterdateasspecified inthewritten notice.In theeventExecutive's employment isterminated without Cause before, ormorethan oneyearafter,aChangeinControl(asdefinedbelow)shallhaveoccurred,Executiveshallreceive anyunpaidBaseSalarythroughthedateofterminationwithin30daysafterthedateoftermination. Inaddition, Executive shallreceivethefollowingbenefits, providedExecutivesignsareleaseand waiverofclaimsinfavoroftheEmployer, anybusinessentitythat,directlyorindirectlythrough one or more intermediaries, controls, is controlled by, or is under common control with the Employer(each,an"Affiliate''),andtheirrespective officersanddirectorsinaformprovidedby theEmployer no laterthan thedate oftermination (the'''Release'')and theRelease has become effective within 30days afterthedate oftermination:

(i)

For the greater of the number of months remaining in the EmploymentPeriod or12months(suchnumberofmonths.the"Severance Period''),the Employer will (a) continue to pay Executive's Base Salary in effect on the date of termination and(b)pay 1/12ofthe highest annual bonus paid or payable, including by reason of any deferral, for the two years immediately preceding the year in which Executive'semploymentterminates,suchpaymentstobemadeonthesameperiodicdates assalarypaymentswouldhavebeenmadetoExecutivehadExecutive'semployment not beenterminated,subjecttocompliancewithSection9(i)ofthisAgreement regardingthe requirementsofSection409A(''Section409A'')oftheInternalRevenue Codeof1986(the "Code'');and

(ii)

Executivewillreceiveawelfarecontinuancebenefitinanamount equal tothe product of (x)thenumber of months in the Severance Period times (y)the excessofthemonthlypremiumthatwouldapplyasof Executive'sdateoftermination for continuedhealth,dentalandvisionplancoverageforExecutiveandExecutive's"qualified beneficiaries"(as defined inSection 4980B ofthe Code) over themonthly amount that Executive paid for such coverage immediately before Executive's termination.Such paymentwillbemadeonlyforindividuals(includingExecutive)whoarecovered under

such plan or plans immediately prior to Executive's termination, but without regard to whetheranelectionforcoverageundertheConsolidatedOmnibus BudgetReconciliation Actof1985ismade.Suchpayment willbemadeinalumpsumon the 30thdayafterdate of termination of Executive's employment, net of employment and income tax withholding.

Notwithstandingtheforegoing, Executiveshallnotbeentitledtoanyfurtherpayment underthis Section 4(c)orwiderSection 4(d)ofthis Agreement in the event theEmployer determines that Executivehasbreached anyofthecovenantssetforth inSection 5ofthisAgreement andfilesan actiontoenforce thecovenants or gives Executive a notice that aclaim is being initiated under Section6ofthisAgreement.Further,insuchaproceeding,theEmployershallseek,andExecutive shall be liable to return totheEmployer, any payments made toExecutive under thisSection 4 dating back to thedate oftheoriginal breach.

(d)

Termination byExecutive for Good Reason.Executive may voluntarily terminate Executive's employmentunder this Agreement for Good Reason at any timebefore, ormore than oneyear after, a Change in Control shall haveoccurred andbeentitled to receive the compensation and other benefits set forth in Section 4(c) relating toa termination without Cause, provided Executive signs the Release and it becomes effective within 30 days after the date of termination of Executive's employmentExecutive must provide written notice to the Employer of the existence of the event orcondition constituting such Good Reason within 90 daysoftheinitial occurrence oftheeventorcondition alleged toconstituteGood Reason.Upon deliveryofsuchnotice byExecutive, theEmployershall haveaperiod of30daysduring which it may remedy in good faith the event orcondition constituting Good Reason, 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 condition constituting Good Reason duringsuch 30-day period,thensuch noticeoftermination shall be null and void, and the Employer shall not be required to pay the amount due to Executive under this Section 4(d).

ForpurposesofthisAgreement,"GoodReason"shallmean:

(i)

a material diminution in any of Executive's positions under SectionIorExecutive'sauthority,dutiesorresponsibilitiesinanyofsuchpositions;

(ii)

therelocationofExecutive'sprimaryofficeatwhichExecutive mustperformtheservicestobeprovidedbyExecutivepursuanttothisAgreementby morethan50milesfrom itslocationasoftheEffective DatewithoutExecutive's written 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 perform Executive's duties incompliance with theExchange Act(asdefined below)or applicable bank holding company or bank laws and regulations.

Notwithstandingtheabove,GoodReasonshallnotincludeanyresignation byExecutive 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 terminationforGoodReason inconnection withaChangeinControlandthatSection4(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 noright 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 deemedto have resigned from all positions thatExecutiveholds asan officer or an employee of the Companyorthe Bank oras a member of theBoardof Directors(orcommittee thereof) of the Companyor the Bank or any of the Employer's Affiliates.

(t)

ChangeinControl.ForpurposesofthisAgreement,aChangeinControl means any of the following actions identifiedin 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)individuals whoconstitutetheIncumbent Board(asdefined below)immediatelypriortotheacquisitioncontinuetoconstituteamajorityoftheBoard ofDirectors oftheCompany forthe12-month period immediately aftertheacquisition.

(ii)

IndividualswhoconstitutetheBoardofDirectorsoftheCompany ontheEffectiveDate(the"IncumbentBoard'')ceasetoconstituteamajorityoftheBoard ofDirectorsoftheCompany withina12-month period,provided thatanydirectorwhose nominationwasapprovedbyavoteofatleasttwo-thirdsofthedirectorsthencomprising theIncumbentBoardwillbeconsideredamemberoftheIncumbentBoard,butexcluding anysuchindividual whoseinitialassumptionofofficeisinconnectionwithanactualor threatened electioncontestrelatingtotheelection ofthedirectors oftheCompany.

(iii)

Consummation of a reorganization, merger, share exchange or consolidationinvolvingtheCompany(a"Reorganization"),unlesseachofthefollowing conditions is satisfied: (a)at least 40%ofthethenoutstanding shares ofcommon stock

of the corporation resulting from the Reorganization is beneficially owned by all or substantially alloftheformershareholders oftheCompany in substantiallythesame proportions, relative to each other, as their ownership existed in the Company immediatelypriortotheReorganization;(b)noPerson beneficially owns20%ormore ofeither(1)thethenoutstanding sharesofcommon stockofthecorporationresulting fromthetransactionor(2)thecombined votingpowerofthethenoutstanding voting securitiesofsuchcorporationentitledtovotegenerallyintheelectionofdirectors;and

(c) at least a majority of the members of the board of directors of the corporation resultingfromtheReorganizationweremembersoftheIncumbentBoardatthetimeof theexecution oftheinitial agreement providingfortheReorganization.

Forpurposes of this Agreement, aChange in Control occurs onthedate on whichanevent describedinclause(i),(ii)or(iii)immediatelyaboveoccurs.IfaChangeinControloccurson account ofaseriesoftransactions orevents, theChangeinControl occurs onthedateofthe lastofsuchtransactionsorevents.ForpurposesofthisSection 4(f)ofthisAgreement,"Person"meansanyindividual,entityorgroup(withinthemeaningofSection13(dX3)oftheSecurities ExchangeActof1934,asamended(the"ExchangeAct'')),otherthananyemployeebenefitplan (or related trust) sponsored or maintained by the Company or an Affiliate, and ''beneficial ownership"hasthemeaninggiventheterm inRule13d-3undertheExchangeAct.

(g)

Termination duetoChan!!,einControl.IfExecutive'semployment is terminated withoutCauseorifExecutive resignsforGoodReason, ineithercasewithinone yearafteraChangeinControlshallhaveoccurred,(i)ExecutiveshallreceiveanyunpaidBase Salarythroughthe date ofterminationwithin 30daysafter thedate of termination,(ii) theamount setforthinSection4(c)(ii)shallbepaidtoExecutiveasprovidedtherein,(iii)Executiveshall be paid in a lump sum no later than the 30thday after the date of such termination, net of employmentandincometaxwithholding,anamountequaltotwotimesthesumof(A)(x)the BaseSalaryineffectonthedateofterminationor,(y)ifgreater,thehighestbasesalaryineffect inthethree months immediately prior tothe Change inControl, plus(B)thehighest annual bonus paid or payable, including by reason of any deferral, for the two years immediately preceding theyearinwhichExecutive's employment terminates,subjecttocompliancewith Section 9(i)ofthisAgreement regarding therequirements ofSection409A and Executive's continuingcompliancewiththecovenantsunderSection5ofthisAgreement.

Notwithstandingtheforegoing,Executiveshallnotbeentitledtoanyfurtherpaymentunderthis Section 4(g) in the event the Employer determines that Executive has breached any of the covenantssetforthinSection 5andfilesanactiontoenforce thecovenantsorgivesExecutive noticethataclaimisbeinginitiatedunder Section6.Further,insuch a proceeding, theEmployer shall seek, and Executive shall be liable to return to the Employer, any payments made to Executive underthisSection 4dating backtothedateoftheoriginal breach.Asa 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 ortobe provided by the Employer oritsAffiliates toExecutive orfor Executive'sbenefitpursuanttothetermsofthisAgreementorotherwise("CoveredPayments")constituteparachutepayments("ParachutePayments")withinthemeaningofSection2800of theCodeandwould,butforthisSection4(h),besubjecttotheexcise tax imposedunderSection 4999oftheCode(oranysuccessorprovisionthereto)oranysimilartaximposedbystateor locallaw orany interestorpenaltieswith respecttosuchtaxes(collectively,the"ExciseTax"),thentheCoveredPayments:(A)shallbereducedtotheminimumextentnecessarytoensure thatnoportionoftheCoveredPaymentsissubjecttotheExciseTax(thatamount,the''ReducedAmount'');or(B)shallbepayableinfullifExecutive'sreceiptonanafter-taxbasisofthefull amountofpaymentsandbenefits(aftertakingintoaccounttheapplicablefederal,state,local andforeign income,employment andexcisetaxes(including theExciseTax))would resultin ExecutiveretaininganamountgreaterthantheReducedAmount.Anydeterminationrequired underthisSection4(h),includingwhetheranypaymentsorbenefitsareParachutePayments, shallbemadebytheaccountingfirmortaxcounselselectedbytheBankinitssolediscretion (the"Tax Advisor''),which shall provide detailed supporting calculations to the Bank and Executive.TheBankandExecutiveshallprovidetheTaxAdvisorwithsuchinformationand documentsastheTaxAdvisormayreasonablyrequestinordertomakeadeterminationunder thisSection4(h).Forpurposesofmaking thecalculationsanddeterminationsrequiredbythis Section 4(h), the Tax Advisor may rely on reasonable, good faith assumptions and approximationsconcerningtheapplicationofSection2800andSection4999oftheCode.The TaxAdvisor'sdeterminationsshallbefinalandbindingontheBankandExecutive.TheBank shallberesponsibleforallfeesandexpensesincurredbytheTaxAdvisorinconnectionwith thecalculationsrequiredbythisSection4(h).

5.

CovenantsofExecutive.

(a)

Noncompetition.

(i)

ExecutiveagreesthatwhenemployedwiththeEmployerduring theEmploymentPeriodandforanyfurtherperiodinwhichExecutiveisemployedwith theEmployerand for12months afterExecutiveisnolonger employedbytheEmployer 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 anyother individual orrepresentativecapacity whatsoeverengageinaCompetitive BusinessanywhereintheMarketArea(assuch 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 tothosewhich Executive performed on behalf oftheEmployer or anyofits Affiliatesduringthelast24monthsofExecutive'semploymentbytheEmployerforor on behalf of any Person engaged in a Competitive Business.Notwithstandingthe foregoing,Executivemaypurchaseorotherwiseacquireupto(butnotmorethan)I% ofanyclassofsecurities ofanybusiness enterprise(butwithout otherwise participating intheactivitiesofsuchenterprise)thatengagesinaCompetitiveBusinessintheMarket

Areaandwhosesecuritiesarelistedonanynationalsecuritiesexchangeorhavebeen registered underSection 12oftheExchangeAct.

(ii)

If the Employer terminates Executive for Cause, the covenants of Section S(a)(i) shall not apply unless the Employer (A) provides written notice to Executive, within 15 days after Executive's termination date, that such covenants shall apply for a period specified in the notice, which period shall not exceed 12 months following Executive's termination elate (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 Section 5 during the Applicable Period and files an action to enforce the covenants or gives Executive a notice that a claim is being initiated under Section 6 of this Agreement. Further, in such a proceeding, the Employer shall seek, and Executive shall be liable to return to the Employer, any payments made to Executive under this Section S(a)(ii) dating back to the elate of the original breach. For clarity, the covenants of Section S(a) shal1 continue to apply during the remainder of the Applicable Period (and the covenants of Section S(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,divertfromtheEmployeroritsAffiliates,ortransact business withanyCustomer(as definedbelow)oftheEmployeroritsAffiliates, withwhomExecutive hadMaterialContact (as defined below) during the last 12 months of Executive's employment or about whom Executiveobtainedinformationnotknown generally tothepublicwhileactingwithin thescope ofExecutive's employment duringthelast12monthsofemployment, ifthepurpose ofsuch solicitation, diversion or transaction is to compete with the Employer or its Affiliates by providingproducts orservicesthatarethesameasorsubstantiallysimilarto,andcompetitive with,thoseofferedbyEmployeroritsAffiliatesatthetimeExecutive's employment ceases.

(c)

Nonsolicitation of Employees.Executive agrees that when employed by the Employer and through the Restricted Period, Executive will not, directly or indirectly, hire any person employed by the Employer or its Affiliates during the last six months of Executive'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 used in this Agreement:

(i)

The term "Competitive Business"means any of the following businessesinwhichExecutivewasengaged inatanytimeduringthelast24monthsof Executive'semploymentwiththeEmployeronbehalfoftheEmployer:(A)thefinancial servicesbusiness,whichencompassesoneormoreofthefollowingbusinesses,solong asandtotheextentthattheEmployeroranyofitsAffiliatesareengagedinanyofsuch businessesatthetime Executive'semploymentceases:consumerandcommercial

banking,insurancebrokerage,residentialandcommercialmortgagelending, and wealth management, and (B) fintech or "banking as a service" applications, products or services,orsupport orlendingtobusinessesthatareengaged infintech services orthe "bankingasaservice"fieldorthatofferfintechor"bankingasaservice"applications, productsorservicesthatarecompetitivewiththoseforwhichtheEmployeroranyof itsAffiliatesisreceivingdirectorindirect fees,incomeand/or compensationatthetime Executive'semploymentceases,includingasasponsorbank,issuingbankorbankof record,solongasandtotheextent thattheEmployeroranyof itsAffiliatesareengaged in any such business at the time Executive's employment ceases (collectively, the ''FintechBusiness"),and (C)any otherbusinessinwhichtheEmployer oranyofits Affiliates areengaged so long as and to the extent that the Employer or any of its AffiliatesareengagedinanysuchotherbusinessatthetimeExecutive'semployment ceases.

(ii)

Theterm"Customer"means(A)anyPerson(asdefinedbelow) with whom the Employer or its Affiliates had a depository or other contractual relationship, pursuant to which the Employer or itsAffiliates 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 BusinessPartner withwhomExecutive hadsubstantive contact duringthelast12monthsof hisemploymentforthepurposeofencouragingorsoliciting themtodobusiness withtheEmployer or itsAffiliates.

(iii)

The terms"Fintech Business''and "Fintech Business Partner''shallhavethemeanings asdefined 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 inwhich theEmployer orany Affiliate engages intheFintechBusiness asofthedateExecutive's employmentceases.

(v)

Theterm"MaterialContact"meansth.atExecutivepersonally 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 EmployeroritsAffiliatesduringthelast12monthsofExecutive'semployment.

(vi)

Theterm"Person"meansany person, partnership, corporation, company,grouporotherentity,exceptasotherwiseprovidedforpurposesofSection 4(f).

(e)

Confidentiality.AsanemployeeoftheEmployer,Executivewillhave accesstoandmayparticipateintheorigination ofnon-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, internal corporate planning, methods of marketing and operation, personnel data, computer software and all data base technologies, know-how, processes, applications, platforms, business arrangements withFintech BusinessPartners, andotherdataorinformation of orconcerningthe Employeror its Affiliatesor their customersthat isnot generallyknown to the public or generallyin 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 partyanysuchconfidentialinformation,either directlyorindirectly,includingin conducting a business, except as may be authorized in writing specifically by Employer; provided,however thatto theextent the information covered by this Section 5 isotherwise protected by 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 disclosed orused for however longthelegal protections applicableto such information remain in effect.

NothinginthisAgreementrestrictsorprohibitsExecutiveorExecutive's counselfrominitiatingcommunicationsdirectlywith,respondingtoanyinquiryfrom, volunteeringinformationto,orprovidingtestimonybeforeaself-regulatory authorityora governmental,lawenforcementorotherregulatoryauthority,includingtheU.S.Equal EmploymentOpportunityCommission,theU.S.DepartmentofLabor,theNationalLabor Relations Board, the U.S.Department of Justice,theSecurities andExchange Commission, the FinancialIndustryRegulatoryAuthority,theU.S.Congress,andanyOfficeofInspector General (collectively, the "Re1rnlators"), fromparticipatingin any reporting of, investigation into,orproceeding regarding suspected violations of law,orfrom making otherdisclosures that areprotectedunderorfromreceivinganawardforinformationprovidedunderthe whistleblowerprovisionsof state or federallawor regulation.Executivedoesnotneedthe prior authorizationof theEmployerto engagein such communications withthe Regulators, respond to such inquiries from the Regulators, provide confidentialinformation or documents containing confidentialinformation to the Regulators, ormake any suchreports ordisclosures totheRegulators. Executive isnotrequired tonotify theEmployer thatExecutivehas engaged insuchcommunicationswiththeRegulators. Executiverecognizesandagreesthat,in connectionwith any such activity outlinedabove, Executivemust informthe Regulators that the information Executive is providing is confidential.

Federal law provides certain protections to individuals who disclose a trade secret to theirattorney, a court, ora government official incertain, confidential circumstances. Specifically, federal lawprovides thatanindividual shallnot beheld criminallyorcivilly liable underany federal or state tradesecret lawforthedisclosure of a tradesecret under eitherofthe following conditions:

•

Where the disclosure is made (a) in confidence to a federal, state or local government official, either directly or indirectly, or toan attorney; and (b) solelyforthe purpose of reporting or investigating a suspected violation of law; or

•

Wherethe disclosureismadein a complaintor other documentfiledin alawsuitor other proceeding, if such filing is made under seal.

Federal lawalsoprovidesth.atanindividualwhofilesa lawsuit forretaliation byanemployer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individualandusethetradesecretinformationinthecourtproceeding, if theindividual (a)files any document containing thetradesecret under seal;and (b)doesnot disclose the tradesecret, except pursuant to court order.

(f)

Acknowledgment.The covenants contained in this Section 5 shall be construedandinterpretedinanyproceedingtopermittheirenforcementtothemaximum extent permitted by law.Executive acknowledges and agrees that the covenants contained in this Section 5 are in consideration for thisAgreement and payment hereunder including payments thatmay bemadeunderSection 4.Executive represents thathisexperienceandcapabilities are such thatExecutive can obtain employmentin a business that is engagedinother 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 ofthe Employer and itsAffiliates, and thateach and every one oftherestrictions is reasonable in respect to length oftime,geographic area and scope ofprohibited activities, and that the restrictions are neither overly restrictive on Executive's post-employmentactivity 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/orscopeofactivity restrictions setforthinthisSection5are 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 necessary tomakethem enforceable. Notwithstandinganything to thecontrary herein, nothing inthisAgreementshallbeconstrued toprohibitanyactivitythatcannotreasonablybeconstrued to further inany meaningfulway any actual orpotential competition against the Employer or anAffiliate.

(g)

Enforcement.Executiveacknowledgesthatdamagesatlawwouldnot beameasurableoradequateremedyforbreachofthecovenantscontained inthisSection5 and, accordingly, Executive agrees to submit to the equitable jurisdiction of any court of competentjurisdictioninconnectionwithanyactiontoenjoinExecutivefromviolatingany suchcovenants.Intheeventlegalactioniscommencedwithrespecttotheprovisionsofthis Section5andExecutive hasnotstrictlyobserved therestrictions setforth inthisSection5,then therestrictedperiodsdescribedinsubsections(a),(b),and(c)inthisSection5may,inthecourt or arbitrator's discretion, betolled and run anew from the date ofany Final Determination (as definedbelow)ofsuchlegalaction."FinalDetermination"shallmeantheexpirationoftime to fileany possible appeal from a final judgment insuch legalactionor, ifan appeal betaken, thefinaldeterminationofthefinalappellateproceeding.AlltheprovisionsofthisSection5 willsurviveterminationandexpirationofthisAgreement.

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,shallbesettledbybindingarbitration unlessotherwiserequired bylaw,tobe heldremotely, inaccordancewiththeJAMSEmployment Arbitration Rules&Procedures.The arbitratormaygrantinj1D1ctionsorotherreliefinsuchdisputeorcontroversy.Thedecisionofthe arbitratorshallbefinal,conclusiveandbindingonthepartiestothearbitration.Judgmentmaybe entered onthearbitrator's decision inanycourthavingjurisdiction.Thepartyagainstwhomthe arbitrator(s)shallrenderanawardshallpaytheotherparty's reasonable attorneys'feesandother reasonable costs and expenses in connection with the enforcement of its rights under this Agreement(includingtheenforcementofanyarbitrationawardincourt),unlessandtotheextent thearbitrator(s) shall determine thatunderthecircumstances recovery by theprevailingpartyof allora partofanysuchfeesandcostsandexpenses would be unjust.

(b)

The arbitrator(s) shall apply Virginia Jaw to the merits of anydispute orclaim, without reference to rules of conflicts of law.Executive hereby consents to the personal jurisdictionofthestateandfederalcourtslocatedinVirginiaforanyactionorproceedingarising fromorrelatingtothisAgreementorrelating toanyarbitrationinwhichthepartiesareparticipants.

(c)

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

(d)

EXECUTIVE HEREBY CONFIRMS EXECUTIVE HAS READ AND UNDERSTANDSTHISSECTION6,WHICHDISCUSSESARBITRATION,AND

UNDERSTANDS1HATBYSIGNING THIS AGREEMENT,EXECUTIVEAGREES,

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 RELATIONSHIPWITHTHEEMPLOYER 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 associated thirdparties.ThisSection 7doesnot,inanyway, restrict orimpedeExecutivefrom

exercising protectedrights, including those describedin Section 5(e),to the extent that such rightscannotbewaived byagreement orfromcomplyingwithanyapplicable laworregulation 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)

SuspensionorTemporal)ProhibitionfromParticipation.IfExecutive issuspendedand/ortemporarilyprohibitedfromparticipatingintheconductoftheaffairsof theEmployerbyanoticeservedundertheFederalDepositInsuranceAct(the"FDIA'')oran orderissued by any federalorstategovernment agency, theobligations oftheEmployer under thisAgreement shall besuspended as ofthedate ofservice of such notice orthe issuance date ofsuchorder.Ifthecharges inthenoticeororderaredismissed,theEmployer shall(i)pay Executive all or part ofthecompensation withheld while its obligations under thisAgreement 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 government agency, allobligationsoftheEmployer underthisAgreementshallterminateasof the date of service of such notice or the issuance date of such order, but Executive's vested rights under anyemployee benefit plans and programs of the Employer shall not be affected.

(c)

Default.IftheEmployerisindefaultasdefined intheFDIAoranyorder issued by any federal or state government agency, all obligations ofthe Employer under this Agreement shall terminate as ofthedateofdefault, buttheoperation ofthisSection 8(c)shall notaffect any ofExecutive's vested rights under anyemployee benefit plans and programs of theEmployer.

(d)

Mitigation.The Employer will useitscommercially 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 obligated tomakesuchpayment,andExecutive shallhavenorighttoreceivesuchpayment.If theEmployer isprohibited frommakingapaymentprovided forinthisAgreement withoutthe priorconsent orapprovaloftheFDIC,theOfficeoftheComptroller oftheCurrency oranother 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.TheEmployer herebyagreesandcovenants touseitsbesteffortstoobtain the required consent orapproval as expeditiously aspossible and agree to provide Executive with documentation of its efforts and status reports asrequested.

9.

Miscellaneous.

(a)

Severability.IfanyclauseorprovisionofthisAgreement isheldtobe illegal,invalidorunenforceableunderpresentorfuturelawseffectiveduringthetermhereof. thentheremainderofthisAgreement shallnotbeaffectedthereby,andinlieuofeachclause orprovisionofthisAgreementwhichisillegal,invalidorunenforceable,thereshallbeadded, aspartof thisAgreement, aclauseorprovision assimilar intermstosuch illegal, invalid or unenforceable clause or provision as may be possible and as may be legal, valid and enforceable.

(b)

ApplicableLaw.ThisAgreementshallbegovernedbyandconstruedin accordancewiththelawsoftheCommonwealthofVirginia,withoutregardtoitsconflictsof lawprinciples.

(c)

EntireAgreement;Amendments.ThisAgreementconstitutestheentire agreementbetweenthepartieswithrespecttothesubjectmatterhereofandnoagreementsor representations,oralorotherwise, expressorimplied,withrespecttothesubject matterhereof have been made by either party which are not expressly set forth in this AgreementThis Agreementmaybeamendedonlybyanagreementsignedbythepartieshereto.

(d)

Waiver.Therights and remedies oftheparties tothisAgreement are cumulativeandnotalternative.Neitherthefailurenoranydelaybyanypartyinexercising,in wholeorinpart,anyright,powerorprivilegeunderthisAgreementwilloperateasawaiverof such right. power or privilege.

(e)

Binding Effect:Survival.ThisAgreement isbinding upon andshall inuretothebenefitofthepartiesandtheir respectivesuccessors, heirsandassigns,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 tocarryouttheintentionsofthepartiessetforthinthisAgreement.

(f)

NoConstruction AgainstAnyPartyThisAgreement istheproduct of informed negotiations between the parties.If any part of this Agreement is deemed to be unclearorambiguous,itshallbeconstruedasifitweredraftedjointly byallparties.Theparties agreethatnopartyheretowasinasuperiorbargainingpositionregardingthesubstantiveterms of this Agreement.

(g)

Clawback.Anyincentive-basedcompensationorawardthatExecutive receives,orhasreceived,fromtheEmployeroritsAffiliatesunderthisAgreementorotherwise, willbesubjecttoclawbackbytheEmployer asmay berequiredbyapplicablelaw, government regulationorstockexchange listingrequirement. ruleorregulation and onsuchbasisasthe Board of Directors of the Company or of the Bank reasonably determined in good faith, includingpursuanttoanyincentivecompensationclawbackpolicyadopted bytheBoardof

Directors of the Company or ofthe Bank pursuant to any such law, government regulationor stock exchangelisting requirement, rule or regulation, or otherwise.

(h)

Documents.Alldocuments, records,tapes and other media of any kind or description relating to the business of the Employer or its Affiliates (the ''Documents"), whetherornot prepared byExecutive, shallbethesoleandexclusive property oftheEmployer. The Documents and any copies thereof stored in any manner, together with any Employer issuedequipment, vehicles, keys,security devices, identificationcards,computers, cell phones and other devices, that are in Executive's possession or control shall be returned to the Employer immediately upon Executive's termination ofemployment forany reason oratsuch earlier time as the Boardor its designees may specify.

(i)

Section 409A Compliance.ThisAgreement is intended tocomply 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 providedunder 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 orasa short-term deferral shall beexcluded from Section 409A to the maximum extent possible.For purposes of Section 409A, each installment paymentprovided under thisAgreement shall betreated asaseparate payment.Any payments to be madeunder this Agreementupon aterminationofemploymentshall only bemade upon a "separation from service" under Section 409A to the extent required to avoid a violation of Section 409A.Notwithstandingthe foregoing, neither the Employer nor any Affiliate makes any representationthatthe payments and benefits provided under thisAgreement comply with Section409A, andinnoeventshalltheEmployeroranyAffiliatebeliableforalloranyportion ofanytaxes,penalties, interestorotherexpenses thatmay beincurred byExecutiveonaccount 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 Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until thefirst 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 theextent required for compliancewith 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,anyremainingpaymentsshallbepaidwithoutdelayinaccordance withtheiroriginal schedule.

Anypayment underSection4ofthisAgreement that isdetermined toconstitute "nonqualifieddeferred compensation"within the meaning ofSection 409A,and that issubject tothe Releasebecomingeffective,and that would otherwisebe paidin thefirst30 daysafter

Executive'sterminationdateshallbepaid,ifat all,onsuch30thdayandanyremaining paymentsshallbemadeinaccordancewiththeiroriginalschedule.

Paymentswithrespecttoreimbursementsofexpensesorin-kindbenefitsshallbe paidorprovidedinaccordance withtheEmployer's applicablepolicyor benefitplan,butinall eventsreimbursementsshallbepaidnolaterthanthelastdayofthecalendaryearfollowingthe calendaryearinwhichtherelevantexpense isincurred.Theamountof expensesorbenefits eligible for reimbursement.payment orprovision during a calendar yearshall notaffect the expensesorbenefitseligibleforreimbursementorprovisioninanyothercalendaryear.

G)Notices.Any notices and other communications provided for by this Agreementwillbesufficientifinwriting anddeliveredinperson orsent byregisteredorcertified mail,postageprepaid(inwhichcasenoticewill bedeemedtohavebeen given onthethirdday after mailing), orby overnight deliveryby a reliable overnight courier service (in which case notice willbedeemedtohavebeengivenonthedayafterdeliverytosuchcourierservice).Noticesto theEmployershallbedirectedtotheCorporateSecretaryoftheBank,withacopy directedtothe ChairmanoftheBoard.NoticestoExecutiveshallbedirectedtoExecutive'slastknownaddress. Anypartymaydesignateanotheraddressinwriting(orbysuchothermethodapprovedbythe Employer) from time totime.

(k)

AcknowledgementofFullUnderstanding.EXECUTIVE ACKNOWLEDGES AND AGREES: (i) THAT EXECUTIVE HAS FULLY READ, UNDERSTANDSANDISVOLUNTARILYENTERINGINTOTHISAGREEMENT;AND

(ii) TIIAT EXECUTIVE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULTWITHANATTORNEYOFEXECUTIVE'SCHOICEBEFORESIGN1NGTHIS AGREEMENT.

(I)

Counterparts.This Agreement may be executed in one or more counterparts, each ofwhich shall bedeemed tobeanoriginal butallof which together will constitute oneandthe 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.

[Signatures pagefollows]

INWI1NESSWHEREOF,thepartiesheretohavedulyexecutedthisAgreementon the day and yearfirst above written.

BLUERIDGEBANK,NATIONAL ASSOCIATION