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):
February 12,
2009
Summit Financial Group,
Inc.
(Exact
name of registrant as specified in its charter)
West
Virginia
No.
0-16587
55-0672148
State or other
jurisdiction
of
(Commission File
Number)
(I.R.S. Employer
incorporation or
organization)
Identification No.)
300
North Main Street
Moorefield, West Virginia
26836
(Address
of Principal Executive Offices)
(304)
530-1000
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or 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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry Into Material Written Agreement
On
February 12, 2009, Summit Financial Group, Inc. (“Summit”) entered into
individual Indemnification Agreements with the directors of Summit and its
subsidiary bank, Summit Community Bank, Inc. The Indemnification
Agreements supplement the existing indemnification provided for in Summit’s
Restated Articles of Incorporation and Summit Community Bank’s
bylaws. The Indemnification Agreements provide that the directors
will be indemnified to the fullest extent permitted by law. They also
provide for the advancement of expenses to the fullest extent permitted by
law. The obligations of Summit under the Indemnification Agreement
are contractual and cannot be amended without the consent of both the director
and the Company.
A copy of
a form of Indemnification Agreement is attached hereto as Exhibit 1.01 and is
incorporated herein by reference.
Section
9 – Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits
(d) Exhibits
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1.01
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Form
of Indemnification Agreement
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SIGNATURE
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.
SUMMIT FINANCIAL
GROUP, INC.
Date: February
18,
2009
By:
/s/ Julie R.
Cook
Julie R.
Cook
Vice President
and
Chief Accounting
Officer
Exhibit
1.01
INDEMNIFICATION
AGREEMENT
This
Indemnification Agreement (“Agreement”) is made and entered into as of the ____
day of _________________, 2009, by and between ______________________,
(“Director”) and the Summit Financial Group, Inc. (the “Company”).
WHEREAS
, the Board of
Directors of the Company (the “Board”) has determined that it is reasonable,
prudent, and necessary for the Company contractually to obligate itself to
indemnify the Director to the fullest extent permitted by law in order to induce
the Director to serve or continue to serve the Company as a member of the
Company’s Board as well as to induce the Director to serve or continue to serve
to the extent applicable, as an officer, director, trustee, member or agent of
another corporation, partnership, joint venture, trust, council, advisory
committee or other enterprise (including employee benefit plans) or other
official of organizations with which the Company may have a contractual or other
relationship, free from undue concern that he will not be so indemnified;
and
WHEREAS
, Section X, Item I of
the Company’s Amended and Restated Articles of Incorporation, dated May 10, 2006
(the “Articles”), contractually obligates the Company to indemnify current and
former officers and directors of the Company in connection with their service
for the Company and service to the extent applicable, as an officer, director,
trustee, member or agent of another corporation, partnership, joint venture,
trust, council, advisory committee or other enterprise (including employee
benefit plans) on behalf of or for the benefit of the Company; and
WHEREAS
, this Agreement is a
supplement to and in furtherance of the Company’s Amended and Restated Articles
of Incorporation and any resolutions adopted pursuant thereto, and shall not be
deemed a substitute therefore, nor to diminish or abrogate any rights of the
Director thereunder; and
WHEREAS,
the Director is
willing to serve, to continue to serve, and take on additional service for, or
on behalf of, the Company on the condition that he be so indemnified as set
forth herein.
NOW, THEREFORE
, in
consideration of the promises and the covenants in this Agreement, and intending
to be legally bound, the Company and the Director do hereby covenant and agree
as follows:
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1.
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Recitals
. The
recitals set forth above are acknowledged by the parties to this Agreement
to be true and correct and are incorporated in this Agreement by this
reference.
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2.
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Contractual
Indemnification Obligations
. The parties expressly agree
that the Company will indemnify and advance expenses to the Director to
the fullest extent permitted by law, and that the Company’s obligations to
indemnify and advance expenses to the Director as set forth in this
Agreement and in the Articles are contractual and that such obligations
may not be terminated or amended without the prior written consent of both
the Director and the Company.
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IN WITNESS WHEREOF
, and
intending to be legally bound hereby the parties have executed this Agreement as
of the date first above written.
_____________________________________ Summit
Financial Group, Inc.
Director
By: _________________________
Its:
______________________