Xenith Bankshares, Inc. (NASDAQ:XBKS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On March28, 2017, the Governance and Compensation Committee (the
GC Committee) of the Board of Directors (the Board) of Xenith
Bankshares, Inc. (the Company) approved an annual incentive plan
applicable to the Companys named executive officers and certain
other key employees (the 2017 Incentive Plan). On March30, 2017,
the Board approved the Opportunity as a Percent of 2017 Base
Salary for T. Gaylon Layfield, III, the Companys Chief Executive
Officer.

The 2017 Incentive Plan is intended to reward each participant
based on the attainment of a financial performance goal tied to
2017 pre-tax net
income, which is weighted at 75% of any potential incentive
award. In addition, individual performance ratings, which are
based on annual management objectives set forth by the Chief
Executive Officer in the case of all participants other than the
Chief Executive Officer and by the GC Committee in the case of
the Chief Executive Officer, are weighted at 25% of any potential
incentive award.

Before any
incentive awards can be earned, however, the pre-tax net income
goal must be achieved at the threshold level and the Companys
subsidiary, Xenith Bank, must have an acceptable rating, as
determined by the GC Committee, from the Federal Reserve Bank of
Richmond. The GC Committee will make the final determination of
and approve any incentive awards made under the 2017 Incentive
Plan based on the recommendation of the Chief Executive Officer
in the case of all participants other than the Chief Executive
Officer.

The annual
incentive opportunities set forth below are available under the
2017 Incentive Plan for the following executive officers:

Incentive awards
earned at the threshold or target levels will be paid in cash;
however, to promote greater long-term alignment with shareholder
interests and to meet stock ownership guidelines, any incentive
awards earned above the target level will be paid in the form of
shares of Company common stock or restricted stock units.
Restricted stock units will be deferred for two years and will be
non-forfeitable from the date of grant.

-2-

About Xenith Bankshares, Inc. (NASDAQ:XBKS)

Xenith Bankshares, Inc., formerly Hampton Roads Bankshares, Inc., is the bank holding company for Xenith Bank (the Bank). The Bank is a commercial bank targeting the banking needs of middle market and small businesses, local real estate developers and investors, private banking clients, and select retail banking clients. The Bank operates a loan production office in Newport News, Virginia. Its services and products consist primarily of taking deposits from, and making loans to, its target customers within its target markets. The Bank provides a selection of commercial and retail banking products, including commercial and industrial loans, commercial and residential real estate loans, and select consumer loans. The Bank offers a range of checking, savings and treasury products, including remote deposit capture, automated clearing house transactions, debit cards, 24-hour automated teller machine (ATM) access, Internet and mobile banking, and bill pay service.

Xenith Bankshares, Inc. (NASDAQ:XBKS) Recent Trading Information

Xenith Bankshares, Inc. (NASDAQ:XBKS) closed its last trading session up +0.08 at 25.37 with 32,875 shares trading hands.