Common use of Period of Restriction Clause in Contracts

Period of Restriction. (a) Subject to accelerated vesting or forfeiture as hereinafter provided, the Participant’s interest in the Award Shares shall become transferable and non-forfeitable (“Vested” or “Vesting”) on the following vesting dates, provided he remains in employment with the Company or any of its subsidiaries on the applicable date: Vesting Date Percent of Award Shares Vesting (in each case, rounded true to a whole share, with the balance on the final installment) 1st anniversary of Award Date <<PERCENT>> 2nd anniversary of Award Date <<PERCENT>> 3rd anniversary of Award Date <<PERCENT>> 4th anniversary of Award Date <<PERCENT>> 5th anniversary of Award Date <<PERCENT>> (each date, a “Vesting Date” and the period from the Award Date through each Vesting Date being a “Period of Restriction” with respect to the applicable Award Shares). (b) Notwithstanding any other provision of this Agreement to the contrary: (i) If the Participant’s employment with the Company and its subsidiaries is terminated during the Period of Restriction due to his death or permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code), any remaining unvested Award Shares at the date of such termination of employment shall automatically be Vested. (ii) If the Participant’s employment with the Company and its subsidiaries is terminated during the Period of Restriction due to retirement at or after age 65 and provided no Cause (as defined below) exists to terminate his employment (“Normal Retirement”), then, provided either (i) upon such Normal Retirement the Participant will be subject to a non-competition covenant pursuant to an existing agreement with the Company or a subsidiary or (ii) the Participant executes and delivers to the Company, no later than the date of such Normal Retirement, a non-competition agreement in a form acceptable to the Company, any remaining unvested Award Shares at the date of such termination of employment shall automatically be Vested.

Period of Restriction. (a) Subject to accelerated earlier vesting or forfeiture as hereinafter provided, the period of restriction (the “Period of Restriction”) applicable to the Award Shares or each applicable portion thereof is from the Award Date through the date specified below, provided in each case the Participant’s interest Company Service (as defined in Paragraph 7) continues through such respective date: <<INSERT VESTING SCHEDULE>> (b) Subject to earlier vesting or forfeiture as provided in the Agreement, if the Participant has attained age sixty-five (65) prior to the end of any Period of Restriction applicable to the Award Shares or each applicable portion thereof, then upon the later to occur of (i) the date on which the Participant has attained age sixty-five (65) or (ii) the first (1st) anniversary of the Award Date, provided in each case that the Participant’s Company Service (as defined in Paragraph 7) has continued since the Award Date through such respective date, any remaining Period of Restriction shall end and any remaining restrictions applicable to any of the Award Shares shall automatically terminate and the Award Shares shall become transferable free of restrictions and non-forfeitable freely transferable. (“Vested” or “Vesting”c) on the following vesting dates, provided he remains If a Change in employment with the Company or any of its subsidiaries on the applicable date: Vesting Date Percent of Award Shares Vesting (in each case, rounded true to a whole share, with the balance on the final installment) 1st anniversary of Award Date <<PERCENT>> 2nd anniversary of Award Date <<PERCENT>> 3rd anniversary of Award Date <<PERCENT>> 4th anniversary of Award Date <<PERCENT>> 5th anniversary of Award Date <<PERCENT>> (each date, a “Vesting Date” and the period from Control occurs after the Award Date through each Vesting Date being a “Period and during the continuation of Restriction” with respect to the applicable Award Shares). (b) Notwithstanding any other provision of this Agreement to the contrary: (i) If the Participant’s employment with the Company and its subsidiaries is terminated during the Period of Restriction due to his death or permanent and total disability Service (within the meaning of Section 22(e)(3) of the Internal Revenue Codeas defined in Paragraph 7), any remaining unvested Period of Restriction shall end and any remaining restrictions applicable to any of the Award Shares at the date of such termination of employment shall automatically be Vestedterminate and the Award Shares shall become free of restrictions and freely transferable. (iid) If The applicable portion of the Participant’s employment with Award Shares shall become freely transferable by the Company and Participant after the last day of its subsidiaries is terminated during the Period of Restriction due to retirement at or after age 65 and provided no Cause (as defined below) exists to terminate his employment (“Normal Retirement”), then, provided either (i) upon such Normal Retirement the Participant will be subject to a non-competition covenant pursuant to an existing agreement with the Company or a subsidiary or (ii) the Participant executes and delivers to the Company, no later than the date of such Normal Retirement, a non-competition agreement in a form acceptable to the Company, any remaining unvested Award Shares at the date of such termination of employment shall automatically be VestedRestriction.

Period of Restriction. (a) Subject to accelerated vesting or forfeiture as hereinafter provided, the ParticipantEmployee’s interest in the Award Shares shall become transferable and non-forfeitable (“Vested” or “Vesting”) on as of the following vesting dates, provided he remains in employment with the Company or and/or any of its subsidiaries on Subsidiaries as of the applicable date: Vesting Date Percent of Award Shares Vesting (in each case, rounded true to a whole share, with the balance on the final installment) 1st anniversary of Award Date <<PERCENT>> 2nd anniversary of Award Date <<PERCENT>> 3rd anniversary of Award Date <<PERCENT>> 4th anniversary of Award Date <<PERCENT>> 5th anniversary of Award Date <<PERCENTVESTING SCHEDULE>> (each date, a “Vesting Date” and the period from the Award Date through each Vesting Date being a “Period of Restriction” with respect to the applicable Award Shares). (b) Notwithstanding any other provision of this Agreement to the contrarycontrary other than the above provisions of this Section 2: (i) If the ParticipantEmployee’s employment with the Company and its subsidiaries Subsidiaries is terminated during the Period of Restriction due to his death or permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code), any remaining unvested Award Shares at the date of such termination of employment shall automatically be Vested in the amount (rounded down to the next whole share if a fractional share would otherwise become Vested) of the excess of (A) one-fifth (1/5th) of the Award Shares for each whole and partial year which has elapsed since the Award Date through the date of such termination of employment over (B) the number of Award Shares, if any, which otherwise had Vested pursuant to Section 2(a) above (e.g., if such termination occurs on or after the second anniversary of the Award Date and before the third anniversary, the fraction is 3/5). (ii) If the ParticipantEmployee’s employment with the Company and its subsidiaries Subsidiaries is terminated during the Period of Restriction due to retirement with the consent of the Committee at or after age 65 and provided no Cause 60 with at least ten (as defined below10) exists to terminate his employment (“Normal Retirement”), then, provided either (i) upon such Normal Retirement the Participant will be subject to a non-competition covenant pursuant to an existing agreement years of continuous service with the Company or a subsidiary or (ii) the Participant executes and delivers to the Company, no later than the its Subsidiaries since last date of such Normal Retirement, a non-competition agreement in a form acceptable to the Companyhire, any remaining unvested Award Shares at the date of such termination of employment shall automatically be Vested in the amount (rounded down to the next whole share if a fractional share would otherwise become Vested) of the excess of (A) one-fifth (1/5th) of the Award Shares for each whole and partial year which has elapsed since the Award Date through the date of such termination of employment over (B) the number of Award Shares, if any, which otherwise had Vested pursuant to Section 2(a) above. (iii) If the Employee’s employment with the Company and its Subsidiaries is involuntarily terminated by the Company during the Period of Restriction, the Committee, may, in its sole discretion, waive the automatic forfeiture of any or all unvested Award Shares otherwise provided in Section 6 and provide for such Vesting as its deems appropriate subject to such new restrictions, if any, applicable to the Award Shares as it deems appropriate. (iv) If a “Change of Control” of the Company (as defined in the Plan) occurs during the Period of Restriction and the Employee has remained in employment with the Company and its Subsidiaries through the date such “Change of Control” occurs, any remaining unvested Award Shares shall be automatically Vested. (c) Notwithstanding any other provision of this Agreement to the contrary, no Award Share shall be sold until the expiration of six months from the Award Date other than in the case of the Employee’s death or disability as provided in Section 2(b)(i) above. (d) Except as contemplated in Section 2(a), 2(b) and/or 2(c), the Award Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, otherwise than by will or by the laws of descent and distribution, during the Period of Restriction.

Period of Restriction. (a) Subject to accelerated vesting or forfeiture as hereinafter provided, the Participant’s interest in the Award Shares shall become transferable and non-forfeitable (“Vested” or “Vesting”) on as of the following vesting dates, provided he remains in employment with the Company or any of its subsidiaries on Subsidiaries as of the applicable date: Vesting Date Percent of Award Shares Vesting (in each case, rounded true to a whole share, with the balance on the final installment) 1st anniversary of Award Date <<PERCENT>> 2nd anniversary of Award Date <<PERCENT>> 3rd anniversary of Award Date <<PERCENT>> 4th anniversary of Award Date <<PERCENT>> 5th anniversary of Award Date <<PERCENT>> (each date, a “Vesting Date” and the period from the Award Date through each Vesting Date being a “Period of Restriction” with respect to the applicable Award Shares). (b) Notwithstanding any other provision of this Agreement to the contrary: (i) If the Participant’s employment with the Company and its subsidiaries Subsidiaries is terminated during the Period of Restriction due to his death or permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue CodeCode of 1986, as amended), any remaining unvested Award Shares at the date of such termination cessation of employment shall automatically be Vested in the amount (rounded down to the next whole share if a fractional share would otherwise become Vested) of the excess of (A) <<FRACTION>> of the Award Shares for each whole and partial year which has elapsed since the Award Date through the date of such termination of employment over (B) the number of Award Shares, if any, which otherwise had Vested pursuant to Section 2(a) above (e.g., if such termination occurs on or after the second anniversary of the Award Date and before the third anniversary, the fraction in (A) is <<FRACTION>>). (ii) If the Participant’s employment with the Company and its subsidiaries Subsidiaries is terminated during the Period of Restriction due to retirement with the consent of the Committee at or after age 65 and provided no Cause 60 with at least ten (as defined below10) exists to terminate his employment (“Normal Retirement”), then, provided either (i) upon such Normal Retirement the Participant will be subject to a non-competition covenant pursuant to an existing agreement years of continuous service with the Company or a subsidiary or (ii) the Participant executes and delivers to the Company, no later than the any of its Subsidiaries since last date of such Normal Retirement, a non-competition agreement in a form acceptable to the Companyhire, any remaining unvested Award Shares at the date of such termination cessation of employment shall automatically be Vested in the amount (rounded down to the next whole share if a fractional share would otherwise become Vested) of the excess of (A) <<FRACTION>> of the Award Shares for each whole and partial year which has elapsed since the Award Date through the date of such termination of employment over (B) the number of Award Shares, if any, which otherwise had Vested pursuant to Section 2(a) above. (iii) If the Participant’s employment with the Company and its Subsidiaries is involuntarily terminated by the Company during the Period of Restriction, the Committee, may, in its sole discretion, waive the automatic forfeiture of any or all unvested Award Shares otherwise provided in Section 6 and provide for such Vesting as its deems appropriate subject to such new restrictions, if any, applicable to the Award Shares as it deems appropriate. (iv) If a “Change of Control” of the Company (as defined in the Plan) occurs during the Period of Restriction and the Participant has remained in employment with the Company or any of its Subsidiaries through the date such “Change of Control” occurs, any remaining unvested Award Shares shall be automatically Vested upon the “Change of Control.” (c) Notwithstanding any other provision of this Agreement to the contrary, no Award Share shall be sold until the expiration of six months from the Award Date other than in the case of the Participant’s death or disability as provided in Section 2(b)(i) above. (d) Except as contemplated in Section 2(a), 2(b) or 2(c), the Award Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, otherwise than by will or by the laws of descent and distribution, during the Period of Restriction.

Period of Restriction. (a) Subject to accelerated vesting or forfeiture as hereinafter provided, the Participant’s interest in the Award Shares shall become transferable and non-forfeitable (“Vested” or “Vesting”) on the following vesting dates, provided he remains in employment with the Company or any of its subsidiaries on the applicable date: Vesting Date Percent of Award Shares Vesting (in each case, rounded true to a whole share, with the balance on the final installment) 1st anniversary of Award Date <<PERCENTPERCENT 1>> 2nd anniversary of Award Date <<PERCENTPERCENT 2>> 3rd anniversary of Award Date <<PERCENTPERCENT 3>> 4th anniversary of Award Date <<PERCENTPERCENT 4>> 5th anniversary of Award Date <<PERCENTPERCENT 5>> 6th anniversary of Award Date <<PERCENT 6>> (each date, a “Vesting Date” and the period from the Award Date through each Vesting Date being a “Period of Restriction” with respect to the applicable Award Shares). (b) Notwithstanding any other provision of this Agreement to the contrary: (i) If the Participant’s employment with the Company and its subsidiaries is terminated during the Period of Restriction due to his death or permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code), any remaining unvested Award Shares at the date of such termination of employment shall automatically be Vested. (ii) If the Participant’s employment with the Company and its subsidiaries is involuntarily terminated during the Period of Restriction and the Participant is eligible to receive severance pay under the Union Bankshares Corporation Executive Severance Plan and the Participant has signed, submitted and not revoked any release agreement required thereunder, any remaining unvested Award Shares at the date of such termination of employment shall automatically be Vested on the date any such release agreement becomes irrevocable. (iii) If the Participant’s employment with the Company and its subsidiaries is terminated during the Period of Restriction due to retirement at or after age 65 with the consent of the Committee or its delegate and provided no Cause (as defined below) exists to terminate his employment (“Normal Retirement”), then, provided either (i) upon such Normal Retirement the Participant will be subject to a non-competition covenant pursuant to an existing agreement with the Company or a subsidiary or (ii) the Participant executes and delivers to the Company, no later than the date of such Normal Retirement, a non-competition agreement in a form acceptable to the Company, any remaining unvested Award Shares at the date of such termination of employment shall automatically be Vested.

Period of Restriction. (a) Subject to accelerated vesting or forfeiture as hereinafter provided, the Participant’s interest in the Award Shares shall become transferable and non-forfeitable (“Vested” or “Vesting”) on the following vesting dates, provided he remains in employment with the Company or any of its subsidiaries on the applicable date: Vesting Date Percent of Award Shares Vesting (in each case, rounded true to a whole share, with the balance on the final installment) 1st anniversary of Award Date <<PERCENTVESTING SCHEDULE>> 2nd anniversary of Award Date <<PERCENT>> 3rd anniversary of Award Date <<PERCENT>> 4th anniversary of Award Date <<PERCENT>> 5th anniversary of Award Date <<PERCENTPERCENTAGES>> (each date, a “Vesting Date” and the period from the Award Date through each Vesting Date being a “Period of Restriction” with respect to the applicable Award Shares).. ​ (b) Notwithstanding any other provision of this Agreement to the contrary: (i) If the Participant’s employment with the Company and its subsidiaries is terminated during the Period of Restriction due to his death or permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code), any remaining unvested Award Shares at the date of such termination of employment shall automatically be Vested. (ii) If the Participant’s employment with the Company and its subsidiaries is terminated during the Period of Restriction due and the Participant is eligible to retirement receive severance benefits under an employment agreement between the Participant and the Company or a subsidiary or severance pay under the Atlantic Union Bankshares Corporation Executive Severance Plan, or any successor plan, and the Participant has signed, submitted and not revoked any release agreement required thereunder, any remaining unvested Award Shares at the date of such termination of employment shall remain outstanding and become automatically Vested on the date any such release agreement becomes irrevocable. If such release agreement is not signed, is revoked or after age 65 otherwise does not become irrevocable as provided thereunder, all Award Shares that remained unvested at the date of such termination of employment shall be automatically forfeited. (iii) If the Participant’s employment with the Company and its subsidiaries is terminated during the Period of Restriction involuntarily by the Company or voluntarily by the Participant or the Participant otherwise experiences a termination of employment (and accelerated Vesting does not otherwise occur under another subsection of Section 2(b)) and provided no Cause (as defined below) exists to terminate his employment (“Normal Retirement”)employment, then, provided either prior to the Participant’s termination of employment, the Committee (i) upon such Normal Retirement or, if the Participant will be is not subject to the reporting and other provisions of Section 16 of the Securities Exchange Act of 1934, the Committee’s delegate) may, in its sole discretion, waive the automatic forfeiture of any or all unvested Award Shares otherwise provided in Section 6 and provide for such Vesting as its deems appropriate subject to such new restrictions, if any, applicable to the Award Shares as it deems appropriate, which may include requiring the Participant, if not already subject to a non-competition covenant pursuant to an existing agreement with the Company or a subsidiary or (ii) the Participant executes subsidiary, to execute and delivers deliver to the Company, no later than the date of such Normal Retirementtermination of employment, a non-competition agreement in a form acceptable to the Company, any remaining unvested Award Shares at the date of such termination of employment shall automatically be Vested.

Period of Restriction. (a) Subject The Restricted Payment, regardless how invested or held, shall be subject to accelerated vesting or forfeiture as hereinafter providedset forth in Section 2c. On March 1st of each of the first three years following the year in which the Restricted Payment is made, so long as the Participant’s interest Grantee remains an employee in the Award Shares shall become transferable and non-forfeitable (“Vested” or “Vesting”) on the following vesting dates, provided he remains in employment with good standing of the Company or its successor on such date, the amount provided below, as of the most recent prior account statement issued by the brokerage firm or depositary holding the Restricted Payment in accordance with Section 2b, shall no longer be subject to any restrictions hereunder: First Year One-third of its subsidiaries on the applicable assets in the account (measured as of the most recent prior statement date: Vesting Date Percent ) Second Year One-half of Award Shares Vesting the assets in the account (measured as of the most recent prior statement date) Final Year The remaining assets in each casethe account To the extent the Restricted Payment is invested in FelCor Securities and/or cash, rounded true the amount to a whole share, be released in accordance with the balance on foregoing schedule shall be allocated proportionately by value among the final installment) 1st anniversary assets in which the Restricted Payment is invested. At all times, any interest, dividends and other distributions and payments made in respect of Award Date <<PERCENT>> 2nd anniversary of Award Date <<PERCENT>> 3rd anniversary of Award Date <<PERCENT>> 4th anniversary of Award Date <<PERCENT>> 5th anniversary of Award Date <<PERCENT>> (each datethe Restricted Payment shall be fully vested in the Grantee, a “Vesting Date” shall not be subject to forfeiture hereunder, and the period shall be withdrawn from the Award Date through each Vesting Date being a “Period of Restriction” Restricted Payment account promptly in accordance with respect Section 2.b.iii below. In addition to the applicable Award Shares). (b) Notwithstanding foregoing, upon the occurrence of an event or circumstances that would result in accelerated vesting of restricted stock under the Plan or any other provision of this Agreement grant made to the contrary: Grantee thereunder, or under a change in control and severance agreement (iif any) If the Participant’s employment with between the Company and its subsidiaries is terminated during the Period of Restriction due to his death Grantee, the Restricted Payment, or permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code)a proportionate amount thereof, any remaining unvested Award Shares at the date of such termination of employment shall automatically be Vested. (ii) If the Participant’s employment with the Company and its subsidiaries is terminated during the Period of Restriction due to retirement at or after age 65 and provided no Cause (as defined below) exists to terminate his employment (“Normal Retirement”), then, provided either (i) upon such Normal Retirement the Participant will longer be subject to a non-competition covenant pursuant to an existing agreement with the Company or a subsidiary or (ii) the Participant executes and delivers to the Company, no later than the date of such Normal Retirement, a non-competition agreement in a form acceptable to the Company, any remaining unvested Award Shares at the date of such termination of employment shall automatically be Vestedforfeiture.

Period of Restriction. The Restricted Stock shall be forfeitable as described below until the shares become vested upon the first to occur, if any, of the following events: (a) Subject to accelerated vesting or forfeiture as hereinafter provided, the Participant’s interest in the Award Shares shall become transferable and non-forfeitable (“Vested” or “Vesting”) on the following vesting dates, provided he remains in employment with the Company or any of its subsidiaries on the applicable date: Vesting Date Percent of Award Shares Vesting (in each case, rounded true to a whole share, with the balance on the final installment) 1st anniversary of Award Date <<PERCENT>> 2nd anniversary of Award Date <<PERCENT>> 3rd anniversary of Award Date <<PERCENT>> 4th anniversary of Award Date <<PERCENT>> 5th anniversary of Award Date <<PERCENT>> (each date, a “Vesting Date” and the period from the Award Date through each Vesting Date being a “Period of Restriction” with respect to the applicable Award Shares). (b) Notwithstanding any other provision of this Agreement to the contrary: (i) If the Participant’s employment with the Company and its subsidiaries is terminated during the Period of Restriction due to his death or permanent and total disability (within the meaning of Section 22(e)(3) The termination of the Internal Revenue Code), any remaining unvested Award Shares at the date of such termination of Employee's employment shall automatically be Vested. (ii) If the Participant’s employment with the Company and its subsidiaries is terminated during the Period of Restriction due to retirement at or after age 65 and provided no Cause (as defined below) exists to terminate his employment (“Normal Retirement”), then, provided either (i) upon such Normal Retirement the Participant will be subject to a non-competition covenant pursuant to an existing agreement with the Company or a subsidiary by reason of disability or death. (b) Three (3) years from the Award Date. (c) A change in control of the Company as defined in Article 2.8 of the Plan. The period of time during which the Restricted Stock is forfeitable is referred to as the “Period of Restriction.” If the Employee's employment with the Company or one of its subsidiaries terminates during the Period of Restriction for any reason other than retirement, disability or death, the Restricted Stock shall be forfeited to the Company on the date of such termination, without any further obligations of the Company to the Employee and all rights of the Employee with respect to the Restricted Stock shall terminate, unless such forfeiture is waived by the Committee. If the Compensation Committee of the Company’s Board of Directors determines that (i) the Employee has breached any of the obligations stated in section 3 of the Agreement during the Period of Restriction or (ii) the Participant executes and delivers Restricted Stock was awarded with respect to (A) a Plan Year for which there has been a material restatement of the Company’s annual report to the CompanySEC due to negligence or misconduct by one or more persons or (B) any subsequent Plan Year having awards materially affected by the restatement, no later than the date Company shall be entitled to declare all or any portion of such Normal Retirement, a non-competition agreement in a form acceptable any unvested Restricted Stock awarded under this Agreement to be forfeited. Notwithstanding any provisions to the Companycontrary, any remaining unvested Award Shares at the date Employee may not extend the Period of such Restriction. As used in this section of the Agreement, “disability” shall have the meaning stated in Article 2.15 of the Plan, and “retirement” shall mean termination of employment shall automatically be Vestedfor reason other than death after the Employee has achieved 30 years of service, age 62 with at least 10 years of service or age 65.

Period of Restriction. (a) Subject to accelerated vesting or forfeiture as hereinafter provided, the Participant’s interest in the Award Shares shall become transferable and non-forfeitable (“Vested” or “Vesting”) on as of the following vesting dates, provided he remains in employment with the Company or any of its subsidiaries on Subsidiaries as of the applicable date: Vesting Date Percent : (i) 25% of the Award Shares Vesting (in each case, rounded true down to the next whole share if a whole share, with the balance fractional share would otherwise be Vested) shall become Vested on the final installment) 1st anniversary of Award Date <<PERCENTGRANT DATE + 1 YEAR>> 2nd anniversary >; (ii) 25% of the Award Date Shares (rounded down to the next whole share if a fractional share would otherwise be Vested) shall become Vested on <<PERCENTGRANT DATE + 2 YEARS>> 3rd anniversary >; (iii) 25% of the Award Date Shares (rounded down to the next whole share if a fractional share would otherwise be Vested) shall become Vested on <<PERCENTGRANT DATE + 3 YEARS>> 4th anniversary of >; and (iv) The remaining unvested Award Date Shares shall become Vested on <<PERCENTGRANT DATE + 4 YEARS>> 5th anniversary of Award Date <<PERCENT>> ; (each date, a “Vesting Date” and the period from the Award Date through each Vesting Date being a “Period of Restriction” with respect to the applicable Award Shares). (b) Notwithstanding any other provision of this Agreement to the contrary: (i) If the Participant’s employment with the Company and its subsidiaries Subsidiaries is terminated during the Period of Restriction due to his death or permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code), any remaining unvested Award Shares at the date of such termination of employment shall automatically be Vested in the amount (rounded down to the next whole share if a fractional share would otherwise become Vested) of the excess of (A) one-fifth (1/5th) of the Award Shares for each whole and partial year which has elapsed since the Award Date through the date of such termination of employment over (B) the number of Award Shares, if any, which otherwise had Vested pursuant to Section 2(a) above (e.g., if such termination occurs on or after the second anniversary of the Award Date and before the third anniversary, the fraction in (A) is 3/5). (ii) If the Participant’s employment with the Company and its subsidiaries Subsidiaries is terminated during the Period of Restriction due to retirement with the consent of the Committee at or after age 65 and provided no Cause 60 with at least ten (as defined below10) exists to terminate his employment (“Normal Retirement”), then, provided either (i) upon such Normal Retirement the Participant will be subject to a non-competition covenant pursuant to an existing agreement years of continuous service with the Company or a subsidiary or (ii) the Participant executes and delivers to the Company, no later than the its Subsidiaries since last date of such Normal Retirement, a non-competition agreement in a form acceptable to the Companyhire, any remaining unvested Award Shares at the date of such termination of employment shall automatically be Vested in the amount (rounded down to the next whole share if a fractional share would otherwise become Vested) of the excess of (A) one-fifth (1/5th) of the Award Shares for each whole and partial year which has elapsed since the Award Date through the date of such termination of employment over (B) the number of Award Shares, if any, which otherwise had Vested pursuant to Section 2(a) above. (iii) If the Participant’s employment with the Company and its Subsidiaries is involuntarily terminated by the Company during the Period of Restriction, the Committee, may, in its sole discretion, waive the automatic forfeiture of any or all unvested Award Shares otherwise provided in Section 6 and provide for such Vesting as its deems appropriate subject to such new restrictions, if any, applicable to the Award Shares as it deems appropriate. (iv) If a “Change of Control” of the Company (as defined in the Plan) occurs during the Period of Restriction and the Participant has remained in employment with the Company or any of its Subsidiaries through the date such “Change of Control” occurs, any remaining unvested Award Shares shall be automatically Vested upon the “Change of Control.” (c) Notwithstanding any other provision of this Agreement to the contrary, no Award Share shall be sold until the expiration of six months from the Award Date other than in the case of the Participant’s death or disability as provided in Section 2(b)(i) above. (d) Except as contemplated in Section 2(a), 2(b) or 2(c), the Award Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, otherwise than by will or by the laws of descent and distribution, during the Period of Restriction.

Period of Restriction. (a) Subject to accelerated vesting or forfeiture as hereinafter providedParticipant’s continuing to provide services to the Company, the restrictions set forth in this Agreement shall lapse as follows: (i) The restrictions shall lapse with respect to all of the Shares on the second anniversary of the Grant Date; (ii) The restrictions shall lapse with respect to fifty percent (50%) of the Shares of Restricted Stock if Participant’s interest employment is terminated by the Company: (A) without Cause (as defined in Participant’s [date] Employment Agreement) during the first twelve (12) month period following the Grant Date, or (B) as a result of Participant’s death or Disability (as defined in Participant’s Employment Agreement); (iii) The restrictions shall lapse for a pro-rated amount of Shares of Restricted Stock (calculated by dividing the full number of Shares of Restricted Stock granted in Section 1 by the number of full months of service since October 5, 2011) if Participant’s employment is terminated by the Company: (A) without Cause (as defined in Participant’s [date] Employment Agreement) during the second twelve (12) month period following the Grant Date, or (B) as a result of Participant’s death or Disability (as defined in Participant’s Employment Agreement); (iv) The restrictions set forth in this Agreement shall lapse with respect to all of the Shares if there is a Change of Control (as defined in the Award Company’s 2007 Omnibus Plan) within two years after the Grant Date and either (A) Participant is terminated without Cause (as defined in Participant’s [date] Employment Agreement) within twelve (12) months of such Change of Control or (B) the successor entity does not assume or replace the restricted stock grant. The period during which the Shares shall become transferable and non-forfeitable (“Vested” or “Vesting”) on the following vesting dates, provided he remains in employment with the Company or any of its subsidiaries on portion thereof are restricted is referred to herein as the applicable date: Vesting Date Percent of Award Shares Vesting (in each case, rounded true to a whole share, with the balance on the final installment) 1st anniversary of Award Date <<PERCENT>> 2nd anniversary of Award Date <<PERCENT>> 3rd anniversary of Award Date <<PERCENT>> 4th anniversary of Award Date <<PERCENT>> 5th anniversary of Award Date <<PERCENT>> (each date, a “Vesting Date” and the period from the Award Date through each Vesting Date being a “Period of Restriction” with respect to the applicable Award Shares)”. (b) Notwithstanding any other provision of this Agreement Participant acknowledges that prior to the contrary: (i) If expiration of the Participant’s employment with the Company and its subsidiaries is terminated during applicable portion of the Period of Restriction due to his death Restriction, the Restricted Stock may not be sold, transferred, pledged, assigned, encumbered, alienated, hypothecated or permanent and total disability otherwise disposed of (within whether voluntarily or involuntarily or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy)). Upon the meaning of Section 22(e)(3) expiration of the Internal Revenue Code), any remaining unvested Award Shares at the date applicable portion of such termination of employment shall automatically be Vested. (ii) If the Participant’s employment with the Company and its subsidiaries is terminated during the Period of Restriction due Restriction, the restrictions set forth in this Agreement with respect to retirement at or after age 65 and provided no Cause (as defined below) exists to terminate his employment (“Normal Retirement”), then, provided either (i) upon such Normal Retirement the Participant will be Restricted Stock theretofore subject to a non-competition covenant pursuant to an existing agreement such expired Period of Restriction shall lapse, except as may be provided in accordance with the Company or a subsidiary or (ii) the Participant executes and delivers to the Company, no later than the date of such Normal Retirement, a non-competition agreement in a form acceptable to the Company, any remaining unvested Award Shares at the date of such termination of employment shall automatically be VestedSection 9 hereof.

Period of Restriction. (a) Subject to accelerated vesting or forfeiture as hereinafter provided, the Participant’s interest in the Award Shares shall become transferable and non-forfeitable (“Vested” or “Vesting”) on the following vesting dates, provided he remains in employment with the Company or any of its subsidiaries on the applicable date: Vesting Date Percent of Award Shares Vesting (in each case, rounded true to a whole share, with the balance on the final installment) 1st anniversary of Award Date <VESTING SCHEDULE> <PERCENT>> 2nd anniversary of Award Date <<PERCENT>> 3rd anniversary of Award Date <<PERCENT>> 4th anniversary of Award Date <<PERCENT>> 5th anniversary of Award Date <<PERCENT>PERCENTAGES> (each date, a “Vesting Date” and the period from the Award Date through each Vesting Date being a “Period of Restriction” with respect to the applicable Award Shares). (b) Notwithstanding any other provision of this Agreement to the contrary: (i) If the Participant’s employment with the Company and its subsidiaries is terminated during the Period of Restriction due to his death or permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code), any remaining unvested Award Shares at the date of such termination of employment shall automatically be Vested. (ii) If the Participant’s employment with the Company and its subsidiaries is involuntarily terminated during the Period of Restriction and the Participant is eligible to receive severance pay under the Atlantic Union Bankshares Corporation Executive Severance Plan and the Participant has signed, submitted and not revoked any release agreement required thereunder, any remaining unvested Award Shares at the date of such termination of employment shall automatically be Vested on the date any such release agreement becomes irrevocable. (iii) If the Participant’s employment with the Company and its subsidiaries is terminated during the Period of Restriction due to retirement at or after age 65 with the consent of the Committee or its delegate and provided no Cause (as defined below) exists to terminate his employment (“Normal Retirement”), then, provided either (i) upon such Normal Retirement the Participant will be subject to a non-competition covenant pursuant to an existing agreement with the Company or a subsidiary or (ii) the Participant executes and delivers to the Company, no later than the date of such Normal Retirement, a non-competition agreement in a form acceptable to the Company, any remaining unvested Award Shares at the date of such termination of employment shall automatically be Vested.

Period of Restriction. (a) Subject to accelerated vesting or forfeiture as hereinafter provided, the ParticipantEmployee’s interest in the Award Shares shall become transferable and non-forfeitable (“Vested” or “Vesting”) on the following vesting dates, provided he remains in employment with the Company or any as of its subsidiaries on the applicable date: Vesting Date Percent of Award Shares Vesting (in each case, rounded true to a whole share, with the balance on the final installment) 1st anniversary of Award Date <<PERCENT>> 2nd anniversary of Award Date <<PERCENT>> 3rd anniversary of Award Date <<PERCENT>> 4th anniversary of Award Date <<PERCENT>> 5th anniversary of Award Date <<PERCENTVESTING DATE>> (each date, a the “Vesting Date” and the period from the Award Date through each the Vesting Date being a the “Period of Restriction” ”), provided he remains in employment with respect the Company and/or any of its Subsidiaries as of the Vesting Date, with Vesting in the Award Shares (rounded down to the applicable next whole share if a fractional share would otherwise become Vested) being determined by the Company’s Peer Group percentile ranking determined under the <<YEAR>> Executive Employee Long Term Incentive Plan (which establishes a three year peer group average for the calendar years <<CALENDAR YEARS>> (the “Performance Period”) in the following four financial measures <<WEIGHTING>>: operating revenue, efficiency ratio, percentage of non-accrual loans to total loans, and basic earnings per share after extraordinary events, all as determined by the Committee): All determinations regarding Vesting in the Award Shares)Shares under this Section 2(a) shall be made and certified to in writing by the Committee during the first 2-1/2 months following the end of the Performance Period. The balance of any Award Shares that are not considered Vested by or as of the last day of the Performance Period shall be forfeited. (b) Notwithstanding any other provision of this Agreement to the contrarycontrary other than the above provisions of this Section 2: (i) If the ParticipantEmployee’s employment with the Company and its subsidiaries Subsidiaries is terminated during the Period of Restriction due to his death or permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code), any remaining unvested no Award Shares shall be forfeited by reason of such cessation of employment, the Award shall remain in effect and a portion of the Award Shares (rounded down to the next whole share if a fractional share would otherwise become Vested) shall become Vested at the end of the Performance Period based on the Company’s Peer Group percentile ranking for the Performance Period as provided in Section 2(a) above. The portion is the fractional part of the Award Shares which would Vest based solely on the Company’s Peer Group percentile ranking for the Performance Period multiplied by a fraction, the numerator of which is the number of whole and partial years which has elapsed since the Award Date through the date of such termination of employment shall automatically be Vestedand the denominator of which is 3 (e.g., if such termination occurs on or after the second anniversary of the Award Date and before the third anniversary, the fraction is 3/3). (ii) If the ParticipantEmployee’s employment with the Company and its subsidiaries Subsidiaries is terminated during the Period of Restriction due to retirement with the consent of the Committee at or after age 65 and provided no Cause 60 with at least ten (as defined below10) exists to terminate his employment (“Normal Retirement”), then, provided either (i) upon such Normal Retirement the Participant will be subject to a non-competition covenant pursuant to an existing agreement years of continuous service with the Company or and its Subsidiaries since last date of hire, no Award Shares shall be forfeited by reason of such cessation of employment, the Award shall remain in effect and a subsidiary or portion of the Award Shares (ii) the Participant executes and delivers rounded down to the Company, no later than next whole share if a fractional share would otherwise become Vested) shall become Vested at the date end of such Normal Retirement, a non-competition agreement in a form acceptable to the Performance Period based on the Company, any remaining unvested ’s Peer Group percentile ranking for the Performance Period as provided in Section 2(a) above. The portion is the fractional part of the Award Shares at which would Vest based solely on the Company’s Peer Group percentile ranking for the Performance Period multiplied by a fraction, the numerator of which is the number of whole and partial years which has elapsed since the Award Date through the date of such termination of employment and the denominator of which is 3. (iii) If the Employee’s employment with the Company and its Subsidiaries is involuntarily terminated by the Company during the Period of Restriction, the Committee, may, in its sole discretion, waive the automatic forfeiture of any or all unvested Award Shares otherwise provided in Section 6 and provide for such Vesting as its deems appropriate subject to such new restrictions, if any, applicable to the Award Shares as it deems appropriate. (iv) If a “Change of Control” of the Company (as defined in the Plan) occurs during the Period of Restriction and the Employee has remained in employment with the Company and its Subsidiaries through the date such “Change of Control” occurs, any remaining unvested Award Shares shall be automatically be Vested. (c) Notwithstanding any other provision of this Agreement to the contrary, no Award Share shall be sold until the expiration of six months from the Award Date other than in the case of the Employee’s death or disability as provided in Section 2(b)(i) above. (d) Except as contemplated in Section 2(a), 2(b) and/or 2(c), the Award Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, otherwise than by will or by the laws of descent and distribution, during the Period of Restriction.

Period of Restriction. (a) Subject to accelerated vesting or forfeiture as hereinafter providedParticipant’s continuing to provide services to the Company, the Participantrestrictions set forth in this Agreement with respect to the Restricted Stock shall lapse with respect to [insert percentages of Shares of Restricted Stock to vest over three years with the first installment being no more than 33% and the second and third year’s interest in installment each being no less than 33% and no more than 50%] ___ %,___ % and ___ % of the Award Shares shall become transferable and non-forfeitable of Restricted Stock (each percentage, an “Vested” or “VestingInstallment”) on the following vesting dates, provided he remains in employment with the Company or any later of its subsidiaries on the applicable date: Vesting Date Percent of Award Shares Vesting (in each case, rounded true to a whole share, with the balance on the final installment) 1st anniversary of Award Date <<PERCENT>> 2nd anniversary of Award Date <<PERCENT>> 3rd anniversary of Award Date <<PERCENT>> 4th anniversary of Award Date <<PERCENT>> 5th anniversary of Award Date <<PERCENT>> (each date, a “Vesting Date” and the period from the Award Date through each Vesting Date being a “Period of Restriction” with respect to the applicable Award Shares). (b) Notwithstanding any other provision of this Agreement to the contrary: (i) If the Participant’s employment with the Company each of [insert anniversary dates for most recent annual awards of performance-based restricted stock] and its subsidiaries is terminated during the Period of Restriction due to his death or permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code), any remaining unvested Award Shares at the date of such termination of employment shall automatically be Vested. (ii) If the Participant’s employment with the Company and its subsidiaries is terminated during the Period of Restriction due to retirement at or after age 65 and provided no Cause (as defined below) exists to terminate his employment (“Normal Retirement”), then, provided either (i) upon such Normal Retirement the Participant will be subject to a non-competition covenant pursuant to an existing agreement with the Company or a subsidiary or (ii) the date that the Compensation and Organization Committee of the Board of Directors of the Company (the “Committee”) determines in its discretion, including without limitation through the inclusion or exclusion of any events listed in Section 12.2 of the Plan, that the Company has met the performance goal or goals (the “Performance Goals”) for such Installment as established by the Committee (the “Vest Date”). If the Performance Goals for an Installment are not met, the Installment shall be forfeited. The performance criteria for the first Installment, including the period over which performance will be measured (the “Performance Period”) and the related Performance Measures (as such term is defined in Section 12 of the Plan) and Performance Goals, are set forth on Exhibit A. Separate performance criteria for the second and third Installments will be established annually by the Committee within sixty (60) days of the beginning of the applicable Performance Period for each Installment. Participant executes and delivers acknowledges that prior to the Companylapse of the applicable restrictions, no later than the date Restricted Stock may not be sold, transferred, pledged, assigned, encumbered, alienated, hypothecated or otherwise disposed of (whether voluntarily or involuntarily or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy)). Upon the Vest Date applicable to an Installment, the restrictions set forth in this Agreement with respect to such Normal RetirementInstallment shall lapse, a non-competition agreement except as may be provided in a form acceptable to the Company, any remaining unvested Award Shares at the date of such termination of employment shall automatically be Vestedaccordance with Section 9 hereof.

Period of Restriction. (a) Subject to accelerated vesting or forfeiture as hereinafter provided, the Participant’s interest in the Award Shares shall become transferable and non-forfeitable (“Vested” or “Vesting”) on as of the following vesting dates, provided he remains in employment with continuous service as a member of the Board of Directors of the Company or any of its subsidiaries on Subsidiaries as of the applicable date: Vesting Date Percent : (i) 25% of the Award Shares Vesting (in each case, rounded true down to the next whole share if a whole share, with the balance fractional share would otherwise be Vested) shall become Vested on the final installment) 1st anniversary of Award Date <<PERCENTGRANT DATE + 1 YEAR>> 2nd anniversary >; (ii) 25% of the Award Date Shares (rounded down to the next whole share if a fractional share would otherwise be Vested) shall become Vested on <<PERCENTGRANT DATE + 2 YEARS>> 3rd anniversary >; (iii) 25% of the Award Date Shares (rounded down to the next whole share if a fractional share would otherwise be Vested) shall become Vested on <<PERCENTGRANT DATE + 3 YEARS>> 4th anniversary of >; and (iv) The remaining unvested Award Date Shares shall become Vested on <<PERCENTGRANT DATE + 4 YEARS>> 5th anniversary of Award Date <<PERCENT>> ; (each date, a “Vesting Date” and the period from the Award Date through each Vesting Date being a “Period of Restriction” with respect to the applicable Award Shares). (b) Notwithstanding any other provision of this Agreement to the contrary: (i) If the Participant’s employment with service as a member of the Board of Directors of the Company and its subsidiaries Subsidiaries is terminated during the Period of Restriction due to his death or permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code), any remaining unvested Award Shares at the date of such termination of employment service shall automatically be Vested in the amount (rounded down to the next whole share if a fractional share would otherwise become Vested) of the excess of (A) one-fifth (1/5th) of the Award Shares for each whole and partial year which has elapsed since the Award Date through the date of such termination of service over (B) the number of Award Shares, if any, which otherwise had Vested pursuant to Section 2(a) above (e.g., if such termination occurs on or after the second anniversary of the Award Date and before the third anniversary, the fraction in (A) is 3/5). (ii) If the Participant’s employment with service as a member of the Board of Directors of the Company and its subsidiaries Subsidiaries is terminated during the Period of Restriction due to retirement at or after age 65 and provided no Cause (as defined below) exists to terminate his employment (“Normal Retirement”), then, provided either (i) upon such Normal Retirement the Participant will be subject to a non-competition covenant pursuant to an existing agreement with the Company or a subsidiary or (ii) consent of the Participant executes and delivers to the Company, no later than the date of such Normal Retirement, a non-competition agreement in a form acceptable to the CompanyCommittee, any remaining unvested Award Shares at the date of such termination of employment service shall automatically be Vested in the amount (rounded down to the next whole share if a fractional share would otherwise become Vested) of the excess of (A) one-fifth (1/5th) of the Award Shares for each whole and partial year which has elapsed since the Award Date through the date of such termination of service over (B) the number of Award Shares, if any, which otherwise had Vested pursuant to Section 2(a) above. (iii) If the Participant’s service as a member of the Board of Directors of the Company and its Subsidiaries is involuntarily terminated by the Company and its Subsidiaries (or their respective shareholders) during the Period of Restriction, the Committee, may, in its sole discretion, waive the automatic forfeiture of any or all unvested Award Shares otherwise provided in Section 6 and provide for such Vesting as its deems appropriate subject to such new restrictions, if any, applicable to the Award Shares as it deems appropriate. (iv) If a “Change of Control” of the Company (as defined in the Plan) occurs during the Period of Restriction and the Participant has remained in continuous service as a member of the Board of Directors of the Company or any of its Subsidiaries through the date such “Change of Control” occurs, any remaining unvested Award Shares shall be automatically Vested upon the “Change of Control.” (c) Notwithstanding any other provision of this Agreement to the contrary, no Award Share shall be sold until the expiration of six months from the Award Date other than in the case of the Participant’s death or disability as provided in Section 2(b)(i) above. (d) Except as contemplated in Section 2(a), 2(b) or 2(c), the Award Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, otherwise than by will or by the laws of descent and distribution, during the Period of Restriction.

Period of Restriction. The Restricted Stock Units shall be forfeitable as described below until it becomes vested upon the first to occur, if any, of the following events: (a) Subject to accelerated vesting or forfeiture as hereinafter provided, the Participant’s interest in the Award Shares shall become transferable and non-forfeitable (“Vested” or “Vesting”) on the following vesting dates, provided he remains in employment with the Company or any of its subsidiaries on the applicable date: Vesting Date Percent of Award Shares Vesting (in each case, rounded true to a whole share, with the balance on the final installment) 1st anniversary of Award Date <<PERCENT>> 2nd anniversary of Award Date <<PERCENT>> 3rd anniversary of Award Date <<PERCENT>> 4th anniversary of Award Date <<PERCENT>> 5th anniversary of Award Date <<PERCENT>> (each date, a “Vesting Date” and the period from the Award Date through each Vesting Date being a “Period of Restriction” with respect to the applicable Award Shares). (b) Notwithstanding any other provision of this Agreement to the contrary: (i) If the Participant’s employment with the Company and its subsidiaries is terminated during the Period of Restriction due to his death or permanent and total disability (within the meaning of Section 22(e)(3) The termination of the Internal Revenue Code), any remaining unvested Award Shares at the date of such termination of Employee's employment shall automatically be Vested. (ii) If the Participant’s employment with the Company and its subsidiaries is terminated during the Period of Restriction due to retirement at or after age 65 and provided no Cause (as defined below) exists to terminate his employment (“Normal Retirement”), then, provided either (i) upon such Normal Retirement the Participant will be subject to a non-competition covenant pursuant to an existing agreement with the Company or a subsidiary by reason of disability or death. (b) Three (3) years from the Award Date. (c) A change in control of the Company as defined in Article 2.8 of the Plan. The period of time during which the Restricted Stock Units are forfeitable is referred to as the “Period of Restriction.” If the Employee's employment with the Company or one of its subsidiaries or affiliates terminates during the Period of Restriction for any reason other than retirement, disability or death, the Restricted Stock Units shall be forfeited to the Company on the date of such termination, without any further obligations of the Company to the Employee and all rights of the Employee with respect to the Restricted Stock Units shall terminate, unless such forfeiture is waived by the Committee. If the Compensation Committee of the Company’s Board of Directors determines that (i) the Employee has breached any of the obligations stated in section 3 of the Agreement during the Period of Restriction or (ii) the Participant executes and delivers Restricted Stock Units were awarded with respect to (A) a Plan Year for which there has been a material restatement of the Company’s annual report to the CompanySEC due to negligence or misconduct by one or more persons or (B) any subsequent Plan Year having awards materially affected by the restatement, no later than the date Company shall be entitled to declare all or any portion of such Normal Retirement, a non-competition agreement in a form acceptable any unvested Restricted Stock Units awarded under this Agreement to be forfeited. Notwithstanding any provisions to the Companycontrary, any remaining unvested Award Shares at the date Employee may not extend the Period of such Restriction. As used in this section of the Agreement, “disability” shall have the meaning stated in Article 2.15 of the Plan, and “retirement” shall mean termination of employment shall automatically be Vestedfor reason other than death after the Employee has achieved 30 years of service, age 62 with at least 10 years of service or age 65.

Period of Restriction. (a) Subject to accelerated vesting or forfeiture as hereinafter provided, the Participant’s interest in the Award Shares shall become transferable and non-forfeitable (“Vested” or “Vesting”) on the following vesting dates, provided he remains in employment with the Company or any of its subsidiaries on the applicable date: Vesting Date Percent of Award Shares Vesting (in each case, rounded true to a whole share, with the balance on the final installment) 1st anniversary of Award Date <<PERCENT>> 2nd anniversary of Award Date <<PERCENT>> 3rd anniversary of Award Date <<PERCENT>> 4th anniversary of Award Date <<PERCENT>> 5th anniversary of Award Date <<PERCENT>> (each date, a “Vesting Date” and the period from the Award Date through each Vesting Date being a “Period of Restriction” with respect to the applicable Award Shares). (b) Notwithstanding any other provision of this Agreement to the contrary: (i) If the Participant’s employment with the Company and its subsidiaries is terminated during the Period of Restriction due to his death or permanent and total disability disability (within ii) If the meaning Participant’s employment with the Company and its subsidiaries is involuntarily terminated during the Period of Section 22(e)(3) of Restriction and the Internal Revenue Code)Participant is eligible to receive severance pay under the Atlantic Union Bankshares Corporation Executive Severance Plan and the Participant has signed, submitted and not revoked any release agreement required thereunder, any remaining unvested Award Shares at the date of such termination of employment shall automatically be VestedVested on the date any such release agreement becomes irrevocable. (iiiii) If the Participant’s employment with the Company and its subsidiaries is terminated during the Period of Restriction due to retirement at or after age 65 with the consent of the Committee or its delegate and provided no Cause (as defined below) exists to terminate his employment (“Normal Retirement”), then, provided either (i) upon such or due to retirement that does not meet the standard for Normal Retirement and provided no Cause exists to terminate his employment, then the Participant will be Committee [for non-Section 16 officers: or its delegate] may, in its sole discretion, waive the automatic forfeiture of any or all unvested Award Shares otherwise provided in Section 6 and provide for such Vesting as its deems appropriate subject to such new restrictions, if any, applicable to the Award Shares as it deems appropriate, which may include requiring the Participant, if not already subject to a non-competition covenant pursuant to an existing agreement with the Company or a subsidiary or (ii) the Participant executes subsidiary, to execute and delivers deliver to the Company, no later than the date of such Normal Retirementtermination of employment, a non-competition agreement in a form acceptable to the Company, any remaining unvested Award Shares at the date of such termination of employment shall automatically be Vested.