-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Sgr6xBmiH7OwsmtTDgbioRk6MtfdCkFyCdaBW//NcIU/V8dhbIydEj28bkh7IIn6 n8ArMDw0CL/Bk0LK96rTJQ== 0000811808-10-000008.txt : 20100218 0000811808-10-000008.hdr.sgml : 20100218 20100218165949 ACCESSION NUMBER: 0000811808-10-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100218 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100218 DATE AS OF CHANGE: 20100218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUMMIT FINANCIAL GROUP INC CENTRAL INDEX KEY: 0000811808 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 550672148 STATE OF INCORPORATION: WV FISCAL YEAR END: 0924 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16587 FILM NUMBER: 10617022 BUSINESS ADDRESS: STREET 1: 300 NORTH MAIN ST CITY: MOOREFIELD STATE: WV ZIP: 26836 BUSINESS PHONE: 3045301000 MAIL ADDRESS: STREET 1: 300 NORTH MAIN ST CITY: MOOREFIELD STATE: WV ZIP: 26836 FORMER COMPANY: FORMER CONFORMED NAME: SOUTH BRANCH VALLEY BANCORP INC DATE OF NAME CHANGE: 19920703 8-K 1 f8kgeorge.htm SUMMIT FINANCIAL GROUP APPOINTMENT OF OFFICER f8kgeorge.htm



 

 
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,  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 11, 2010, Ms. George also entered into Indemnification Agreements with the Company and its subsidiary bank, Summit Community Bank, Inc. (the “Bank”). The Indemnification Agreements supplement the existing indemnification provided for in Summit’s Restated Articles of Incorporation and the 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 Agreements are contractual and cannot be amended without the consent of both Ms. George and the Company, or Ms. George and the Bank, as applicable.
 
A copy of Indemnification Agreement with the Company is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
 
 
 
Section 9 – Financial Statements and Exhibits
 
ITEM 9.01.             Financial Statements and Exhibits

(d)           Exhibits

Form of  Indemnification Agreement
 

 
 

 
 
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 18, 2010                                                                           By:            /s/  Julie R. Cook                  
                         Julie R. Cook
                         Vice President &
                         Chief Accounting Officer


EX-10.1 2 ex101indemagmt.htm INDEMNIFICATION AGREEMENT ex101indemagmt.htm

Exhibit 10.1


INDEMNIFICATION AGREEMENT
 

 
This Indemnification Agreement (“Agreement”) is made and entered into as of the 11th day of February, 2010, by and between Georgette R. George, (“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:

1.  
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.

2. 
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.
 

 
IN WITNESS WHEREOF, and intending to be legally bound hereby the parties have executed this Agreement as of the date first above written.


/s/Georgette R. George
_____________________________________                                                                                     Summit Financial Group, Inc.
Director


              By:  /s/ H. Charles  Maddy III
                  Its: Chief Executive Officer_


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