8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 23, 2015

___________

Hampton Roads Bankshares, Inc.

(Exact name of registrant as specified in its charter)

Virginia (State or other jurisdiction of incorporation)	001-32968 (Commission File Number)		54-2053718 (IRS Employer Identification No.)
641 Lynnhaven Parkway Virginia Beach, Virginia (Address of principal executive offices)		23452 (Zip Code)

Registrant’s telephone number, including area code:  (757) 217-1000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 23, 2015, Hampton Roads Bankshares, Inc. (the “Company”) amended the employment agreement, dated August 19, 2014, between the Company and Thomas B. Dix III (the “Employment Agreement”). The amendment to the Employment Agreement (the “Amendment”) extends the term of the Employment Agreement for a new two-year term beginning September 23, 2015.  On the second anniversary and each anniversary thereafter, the term will be extended for an additional year, unless the Company gives 90 days prior notice to the contrary.

The foregoing summary description of certain terms of the Employment Agreement and the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Employment Agreement and the Amendment, copies of which are attached as Exhibit 10.2 to the Company’s current report on Form 8-K filed on August 22, 2014, and as Exhibit 10.1 to this report, respectively, and which are incorporated by reference into this Item 5.02.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Amendment No. 1 to Employment Agreement of Thomas B. Dix, III

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Hampton Roads Bankshares, Inc.
Date: September 29, 2015	By:	/s/ Paul A. Driscoll
		Paul A. Driscoll
		Senior Vice President, Secretary and General Counsel

EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment No. 1 to Employment Agreement of Thomas B. Dix, III

EX-10.1

Exhibit 10.1

AMENDMENT NO. 1

TO

EMPLOYMENT AGREEMENT

This Amendment No. 1 to the Employment Agreement (the “Amendment”) is effective as of the 23rd day of September, 2015, and is made by and among Hampton Roads Bankshares, Inc., a Virginia corporation having its principal place of business at 641 Lynnhaven Parkway, Virginia Beach, VA 23452 (“HRB”), Bank of Hampton Roads, a corporation organized under the laws of, and authorized by statute to accept deposits and hold itself out to the public as engaged in the banking business in, the Commonwealth of Virginia, having its principal place of business at 641 Lynnhaven Parkway, Virginia Beach, VA 23452 (“BHR” and together with HRB the “Employer”), and Thomas B. Dix III (the “Executive”).

WITNESSETH:

WHEREAS, on August 19, 2014, the Executive and the Employer entered into an employment agreement (the “Agreement”) whereby the Executive agreed to serve as Executive Vice-President, Chief Financial Officer and Treasurer of HRB;

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

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

NOW THEREFORE, in consideration of the Executive’s loyal and dedicated service, as well as the promises and mutual covenants contained herein, intending to be legally bound hereby, the parties hereto agree as follows:

1.Subparagraph (b) of Section 1 of the Agreement (Employment) is deleted in its entirety and replaced with the following:

(b)           The term of this Agreement shall commence on September 23, 2015 (“Effective Date”) and, subject to Section 5(a), will expire on the second anniversary of the Effective Date, unless sooner terminated in accordance with the provisions of Section 5 (the “Term”). On the second anniversary of the Effective Date, and on each anniversary thereafter, the Term shall be extended for an additional one year unless the Employer delivers written notice to the contrary to Executive not less than 90 days prior to the end of the Term. In the event Executive’s employment with the Employer continues after the expiration of the Term, Executive’s post-expiration employment will be at-will. Executive will not be entitled to any rights or benefits as a result of the expiration of this Agreement.

2.Except as expressly modified and amended, all terms, provisions and conditions of the Agreement will remain in full force and effect.

3.This Amendment may be executed in counterparts, each of which shall, for all purposes, be deemed an original, and all of such counterparts will together constitute one and the same amendment.

4.This Amendment will be binding upon and inure to the benefit of the parties hereto, their respective heirs, legal representatives and assigns.

5.This Amendment is effective as of the Effective Date.

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

HAMPTON ROADS BANKSHARES, INC.
By:	/s/ Charles M. Johnston
Name:	Charles M. Johnston
Its:	Interim Chief Executive Officer

BANK OF HAMPTON ROADS
By:	/s/ Charles M. Johnston
Name:	Charles M. Johnston
Its:	Interim Chief Executive Officer

EXECUTIVE:

/s/ Thomas B. Dix, III

Thomas B. Dix, III