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 4,  2010
 
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:
 
 
[   ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
[   ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
[   ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
[   ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 
 
 

 
Section 5 – Corporate Governance and Management
 
ITEM 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On February 4, 2010, the Compensation and Nominating Committee of the Board of Directors (the “Committee”) of Summit Financial Group, Inc. (the “Company”) met to review the performance of the Company in 2009, to establish the President and Chief Executive Officer’s base salary and the other named executed officer’s base salaries for 2010, and to determine whether to grant options to the Company’s named executive officers under the Company’s Officer Stock Option Plan.
 
The Company and its Chief Executive Officer, H. Charles Maddy, III, extended the term of Mr. Maddy’s Employment Agreement dated March 4, 2005, for an additional year until March 4, 2013.  A copy of the First Amendment to the Amended and Restated Employment Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

The Company’s named executive officers are: Mr. H. Charles Maddy, III, President and Chief Executive Officer; Mr. C. David Robertson, Co-Chairman of the Board of  Summit Community Bank; and  Mr. Ronald F. Miller, President and Chief Executive Officer of Summit Community Bank. The Company reported all of these individuals as named executive officers in its 2009 proxy statement.
 
The Company’s Executive Compensation program consists of three basic components: (1) salaries; (2) annual incentive compensation; and (3) long-term incentive compensation pursuant to the Officer Stock Option Plan. The Committee is responsible for the administration of the Company’s Executive Compensation programs, which includes establishing base salary levels, awarding bonuses under the Company’s incentive compensation plans and awarding stock options under the Company’s Officer Stock Option Plan.  

Base Salaries
  The Company has entered into employment agreements with Messrs. Maddy, Miller, and Robertson (the “Employment Agreements”).  The Employment Agreements establish a base salary for each individual and the Committee has the authority to annually adjust such base salaries based upon an evaluation of each individual’s performance .
 
The Committee did not increase the base salaries of the named executive officers for 2010. In  2010, the named executive officers base salaries are as  follows:
Mr. Maddy - $397,500; Mr. Robertson - $190,000; and Mr. Miller – $190,000. 

These base salary amounts have remained unchanged since 2008.

Annual Incentive Compensation
 
In February, 2009, the Company suspended indefinitely its incentive compensation plans.


Long-Term Incentive Compensation
 
Under the Officer Stock Option Plan, the Company may award stock options to qualified officers of the Company and its subsidiaries for up to 350,000 shares of Summit common stock, of which up to 100,000 shares may be issued as qualified stock options.  Each option granted under the Plan must have an exercise price of no less than the fair market value of the Company’s common stock as of the date of the grant. The Committee awarded no options to the CEO or the other Named Executive Officers for 2010 under the Stock Option Plan. The Committee approved 10,000 options to be awarded to any non-executive officers by the Chief Executive Officer, in his discretion.

 

 


 
Section 9 – Financial Statements and Exhibits
 
ITEM 9.01.                                 Financial Statements and Exhibits
 
(d)  
Exhibits
 
 
10.1
First Amendment to the Amended and Restated  Employment Agreement between Summit Financial Group, Inc. and H. Charles Maddy, III.
 
 

 
 
 

SIGNATURES
 
 
Pursuant to the requirements of the Securities and 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 10, 2010                                                                           By:                /s/  Julie R. Cook
                                                                                                           Julie R. Cook
                                                                                                                                       Vice President &
                                                                                                                         Chief Accounting Officer
 
 






Exhibit 10.1
 

 

 
FIRST AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
 
 
 
THIS  FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT   (this “Agreement”), entered into as of the 4th day February , 2009, by and between SUMMIT FINANCIAL GROUP, INC., a West Virginia corporation and bank holding company (“Summit”) and H. CHARLES MADDY, III, (“Maddy”).
 
W I T N E S S E T H:
 
WHEREAS, on March 4, 2005, Summit and Maddy entered into that certain Employment Agreement whereby Summit agreed to employ Maddy and Maddy accepted employment as the Chief Executive Officer of Summit (the “Employment Agreement”); and
 
WHEREAS, the original term of the Employment Agreement commenced on March 4, 2005, and extends until March 4, 2008; and
 
WHEREAS, the Board of Directors of Summit or a committee designated by the Board of Directors of Summit is required by the terms of the Employment Agreement to review the Employment Agreement at least annually, and the Board of Directors of Summit may, with the approval of Maddy, extend the term of the Employment Agreement annually for one (1) year periods (so that the actual term of the Employment Agreement will always be between two and three years); and
 
WHEREAS, on December 6, 2005, December 12, 2006, and December 14, 2007, the Compensation and Nominating Committee of the Board of Directors of Summit met to review the Employment Agreement and extended the term of the Employment Agreement for an additional one (1) year terms and
 
WHEREAS, the Employment Agreement was amended and restated on December 9, 2008 (the “Amended and Restated Employment Agreement”) and the term of the Employment Agreement was thereby extended for an additional one (1) year until March 4, 2012.
 
WHEREAS, on February 4, 2010 , the Compensation and Nominating Committee of the Board of Directors of Summit met to review the Amended and Restated Employment Agreement and extended the term of the Employment Agreement for an additional one (1) year until March 4, 2013; and
 
WHEREAS, Maddy and Summit desire to enter into this Agreement to evidence the extension of the Employment Agreement for an additional one (1) year until March 4, 2013.
 
NOW THEREFORE, for and in consideration of the premises and mutual covenants, agreements and undertakings, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties covenant and agree as follows:
 
1.            Amendment to Employment Agreement .  Effective as of the date of this Agreement, the term of the Employment Agreement shall be until March 4, 2013.
 
2.            Enforceable Documents .  Except as modified herein, all terms and conditions of the Employment Agreement, as the same may be supplemented, modified, amended or extended from time to time, are and shall remain in full force and effect.
 
3.            Authority .  The undersigned are duly authorized by all required action or agreement to enter into this Agreement.
 
4.            Modifications to Agreement .  This Agreement may be amended or modified only by an instrument or document in writing signed by the person or entity against whom enforcement is sought.
 
5.            Governing Law .  This Agreement, and any documents executed in connection herewith or as required hereunder, and the rights and obligations of the undersigned hereto and thereto, shall be governed by, construed and enforced in accordance with the laws of the State of West Virginia.
 
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first written above.
 
SUMMIT FINANCIAL GROUP, INC.


By:           __ /s/ Oscar M. Bean __________________
 
Its:            _ Chairman _________________________
 

 
_ /s/ H. Charles Maddy, III                  ___________
H. Charles Maddy, III