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 11, 2016

 
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 11, 2016, the Compensation and Nominating Committee of the Board of Directors of Summit Financial Group, Inc. (the “Company”) (the “Committee”) approved the Seventh Amendment to the Amended and Restated Employment Agreement of H. Charles Maddy, III, the Company’s Chief Executive Officer, to extend the term of Mr. Maddy’s Employment Agreement dated March 4, 2005, for an additional year until March 4, 2019. A copy of the Seventh Amendment to the Amended and Restated Employment Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

On February 11, 2016, the Committee also approved separate supplemental retention agreements (the “Supplemental Retention Agreements”) with certain executives, including certain named executive officers, to provide benefits when such executives elect to delay actual retirement beyond the “normal retirement” date established under their existing Executive Salary Continuation Agreements (the “SERPs”). The SERPs provide lifetime benefits to executives that commence the later of the “normal retirement” date or the actual retirement date. The purpose of the Supplemental Retention Agreements is to provide an incentive to the executives to delay retirement beyond the normal retirement date set forth in the SERPs.

The Supplemental Retention Agreements provide a benefit to the executive, but only to the extent that the employment continues with the Company beyond the normal retirement date in increments of two (2) additional years. For H. Charles Maddy, III and Scott C. Jennings, whose “normal retirement” date is age 63, there would be no benefits from the Supplemental Retention Agreements unless these executives remain with the Company until age 65, with additional benefits if they remain for two more years until age 67. For Robert S. Tissue and Bradford E. Ritchie, whose “normal retirement” date is age 65, there would be no benefits from the Supplemental Retention Agreements unless these executives remain with the Company until age 67.

If the applicable period(s) of service, beyond the “normal retirement” date are completed, the Supplemental Retention Agreements provide a monthly benefit payable for the lesser of 15 years or life, commencing upon actual retirement. For the Company, the cost of providing the full Supplemental Retention Agreements is approximately economically equivalent to the cost of paying the SERP benefits for the first




four years to the executives if they each retired at their “normal retirement” dates, all assuming that the executives survive for 15 years following actual retirement.

The Committee also agreed to grant Bradford E. Ritchie a supplemental SERP which provides a lifetime annual benefit of $50,000 per year payable upon attaining age 65 and termination of service with the Company effectively increasing his total annual SERP benefits from $75,000 per year to $125,000 per year.

Section 9 - Financial Statements and Exhibits

 
ITEM 9.01.      Financial Statements and Exhibits

(d) Exhibits

10.1
 
Seventh 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 17, 2016
 
 
 
 
By:   /s/  Julie R. Markwood
 
 
 
 
 
Julie R. Markwood
 
 
 
 
 
Vice President &
 
 
 
 
 
Chief Accounting Officer







EXHIBIT 10.1
SEVENTH AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), entered into as of the 11th day of February, 2016, 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 extended 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 term; 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 Amended and Restated Employment Agreement for an additional one (1) year until March 4, 2013; and
WHEREAS, on December 14, 2010, the Compensation and Nominating Committee of the Board of Directors met to review the Amended and Restated Employment Agreement and extended the term of the Amended and Restated Employment Agreement for one (1) year, until March 4, 2014.
WHEREAS, on February 16, 2012, the Compensation and Nominating Committee of the Board of Directors met to review the Amended and Restated Employment Agreement and extended the term of the Amended and Restated Employment Agreement for one (1) year, until March 4, 2015;
WHEREAS, on February 14, 2013, the Compensation and Nominating Committee of the Board of Directors met to review the Amended and Restated Employment Agreement and extended the term of the Amended and Restated Employment Agreement for one (1) year, until March 4, 2016;




WHEREAS, on February 14, 2014, the Compensation and Nominating Committee of the Board of Directors met to review the Amended and Restated Employment Agreement and extended the term of the Amended and Restated Employment Agreement for one (1) year, until March 4, 2017; and
WHEREAS, on February 17, 2015, the Compensation and Nominating Committee of the Board of Directors met to review the Amended and Restated Employment Agreement and extended the term of the Amended and Restated Employment Agreement for one (1) year, until March 4, 2018.
WHEREAS, on February 11, 2016, the Compensation and Nominating Committee of the Board of Directors met to review the Amended and Restated Employment Agreement and extended the term of the Amended and Restated Employment Agreement for one (1) year, until March 4, 2019.
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, 2019.
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, 2019.
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