0001140361-16-082833.txt : 20161017 0001140361-16-082833.hdr.sgml : 20161017 20161017122906 ACCESSION NUMBER: 0001140361-16-082833 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20161017 DATE AS OF CHANGE: 20161017 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUMMIT FINANCIAL GROUP INC CENTRAL INDEX KEY: 0000811808 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 550672148 STATE OF INCORPORATION: WV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49137 FILM NUMBER: 161938466 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRITES JOHN W CENTRAL INDEX KEY: 0000940065 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 46 POINT DR CITY: PETERSBURG STATE: WV ZIP: 26847 SC 13D/A 1 doc1.htm NONE Schedule 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 32 )*

Summit Financial Group
(Name of Issuer)


Common
(Title of Class of Securities)


86606g
(CUSIP Number)


Teresa Ely,  Summit Financial Group  PO Box 179  Moorefield,  West Virginia  26836  Phone : 304-530-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)


September 30, 2016
(Date of Event which Requires Filing of this Statement)



If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.    o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

1
NAMES OF REPORTING PERSONS
   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
Crites John
    
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
 
(b)
x
   
3
SEC USE ONLY
   
     
   
4
SOURCE OF FUNDS
   
PF  OO
    
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
 
o
 
   
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
United States
    
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
   
0
    
   
8
SHARED VOTING POWER
   
498,331
    
   
9
SOLE DISPOSITIVE POWER
   
0
    
   
10
SHARED DISPOSITIVE POWER
   
286,823
    
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
498,331
    
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
   
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
4.59%
   
   
14
TYPE OF REPORTING PERSON
   
IN
    
   
 
The Percent of class calculation is based on 10,856,356 shares of Common Stock, par value $2.50 per share of Summit Financial Group, Inc., as of July 31, 2016.
 
 
 
Item 1.
Security and Issuer
  
 
 
This Amendment No. 32 to the Schedule 13D is being filed by John W. Crites to amend the Schedule 13D filed by Mr. Crites on March 31, 2009, as previously amended by Amendments Nos. 1-31, relating to the Common Stock, par value $2.50 per share (the "Common Stock"), of Summit Financial Group, Inc., a West Virginia corporation.

Percentage of class calculations in this Amendment No. 32 are based on 10,856,356 outstanding shares of Common Stock, as of July 31, 2016
 
Item 2.
Identity and Background
  
 
 
(a)
No Change

 
(b)
Item 2 (b) is hereby amended to add the following:
The Maderia Unit 905
350 South Collier Blvd.
Marco Island, Florida 34145

 
(c)
No Change

 
(d)
No Change

 
(e)
No Change

 
(f)
No Change
 
Item 3.
Source and Amount of Funds or Other Consideration
  
 
 
No Change
 
Item 4.
Purpose of Transaction
  
 
No Change

 
(a)
No Change

 
(b)
No Change

 
(c)
No Change

 
(d)
No Change

 
(e)
No Change

 
(f)
No Change

 
(g)
No Change

 
(h)
No Change

 
(i)
No Change

 
(j)
No Change
 
Item 5.
Interest in Securities of the Issuer
  
 
(a)
Item 5(a) is hereby amended as follows:
Mr. Crites beneficially owns an aggregate of 498,331 shares or 4.59% of the outstanding Common Stock.

 
(b)
Item 5(b) is hereby amended as follows:
Mr. Crites has sole voting and dispositive power over none of the Common Stock. He shares voting and dispositive power over 498,331 shares of Common Stock with his spouse, Patricia A. Crites, which includes 26,872 shares of Common Stock owned individually by Mr. Crites and 151,430 shares of Common Stock owned individually by Mrs. Crites.

Mr. Crites also shares with Mrs. Crites voting, but not dispositive power, over 211,508 of shares of Common Stock, under two trusts for the benefit of their grandchildren as described in Item 6.

 
(c)
Item 5(c) is hereby amended to add the following:
On September 30, 2016, Mr. Crites and Mrs. Crites were replaced as co-trustees of seven of the nine subtrusts created for the future health, maintenance and education of their grandchildren, effectively reducing Mr. Crites’ aggregate beneficial ownership of Common Stock by the 227,511 shares that are held in such trusts.

 
 
Transaction Date Shares or Units Purchased (Sold) Price Per Share or Unit 
 
 

 
 
 

 
 

 
(d)
Item 5(d) is hereby amended as follows:
Mr. Crites' spouse has the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock with respect to which Mr. Crites and his spouse share beneficial ownership.

 
(e)
Item 5(e) is hereby amended as follows:
Mr. Crites ceased to be the beneficial owner of more than five percent of the outstanding Common Stock on September 30, 2016.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
  
 
 
Item 6 is hereby amended to add the following:

On September 30, 2016, Mr. Crites and Mrs. Crites were replaced as co-trustees of seven of the nine subtrusts created for the future health, maintenance and education of their grandchildren, effectively reducing Mr. Crites’ aggregate beneficial ownership of Common Stock by the 227,511 shares that are held in such trusts.
 
Item 7.
Material to Be Filed as Exhibits
  
 
 
2016 Instrument of Resignation and Appointment of John W. Crites II as Successor Trustee

2016 Instrument of Resignation and Appointment of Valerie A. Mongold as Successor Trustee.

2016 Instrument of Resignation and Appointment of Kelly S. Crites as Successor Trustee.
 
Signature
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
Summit Financial Group, Inc.
  
       
October 17, 2016
By:
/s/ Teresa D. Ely
  
   
Lmtd POA Attorney-In-Fact
  
       
 
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Footnotes: 
 
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
 
 
 EX-1 2 ex1.htm 2016 INSTRUMENT OF RESIGNATION AND APPOINTMENT OF JOHN W. CRITES II AS SUCCESSOR TRUSTEE.
Exhibit 1
 
MASTER TRUST AGREEMENT
FOR THE BENEFIT OF THE GRANDCHILDREN OF
JOHN W. AND PATRICIA ANN CRITES UA DATED NOVEMBER 30, 2009

2016 INSTRUMENT OF

RESIGNATION AND APPOINTMENT OF SUCCESSOR TRUSTEE

RESIGNATION AND APPOINTMENT OF SUCCESSOR TRUSTEE by JOHN W. CRITES AND PATRICIA ANN CRITES concerning those certain SUB TRUSTS F/B/O ZACHARY KENTON CRITES [EIN 61-6386484], BAILEY BUENA-VISTA CRITES [61-6386485], and JACEE AUTUMN CRITES [EIN 47-6304998], respectively, created under the MASTER TRUST AGREEMENT FOR THE BENEFIT OF THE GRANDCHILDREN OF JOHN W. AND PATRICIA ANN CRITES, by and between JOHN W. AND PATRICIA ANN CRITES, as grantors, and trustees, respectively (each sub trust hereinafter sometimes referred to as a “Trust" and said agreement sometimes referred to hereinafter as the "Trust Agreement").

W I T N E S S E T H:

WHEREAS, JOHN W. AND PATRICIA ANN CRITES are co trustees of each Trust created under the Trust Agreement and both parties wish to resign as a trustee;

WHEREAS, § 9.2 of the Trust Agreement provides that the individual trustee or trustees of a Trust created under the Trust Agreement serving from time to time thereunder shall have the power, but not the duty, at any time to appoint by an inter vivos writing duly accepted and without court approval one or more individuals or a corporate fiduciary, if one is not then serving, or both, as an additional trustee of each trust;

WHEREAS, § 9.3 of the Trust Agreement provides that the grantors, or the survivor of them, as trustees, shall be entitled to appoint one or more persons to serve in their place and stead in the event they shall cease to serve as trustee of a Trust for any reason, including death, incapacity or resignation;

WHEREAS, § 9.4 of the Trust Agreement provides that any trustee may resign at any time, without stating cause or seeking court approval, by the delivery of an instrument of resignation to the Trust Protector,

WHEREAS, § 9.6 of the Trust Agreement provides that subject to §10.2(f) of the Trust Agreement, but notwithstanding any other provision of the Trust Agreement to the contrary, if a Trust estate consists of any shares of stock transferred to the trust by the grantors whereby the grantors are considered corporate insiders with respect to such shares under the Securities and Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, then such shares may be voted by the grantors in a non-fiduciary capacity related to the Trust estate and any other trustee then serving, if any, shall be held harmless from any liability of any nature whatsoever for the limited voting rights exercised by the grantors in a non-fiduciary capacity under the Trust Agreement;
 
Page 2
WHEREAS, JOHN W. AND PATRICIA ANN CRITES wish to jointly exercise their successor trustee appointment powers and appoint JOHN W. CRITES, II as successor trustee of each Trust and any other trust created under the Trust Agreement for the benefit of ZACHARY KENTON CRITES, BAILEY BUENA-VISTA CRITES, and JACEE AUTUMN CRITES, respectively; and

WHEREAS, JOHN W. AND PATRICIA ANN CRITES wish to each irrevocably waive their rights under § 9.6 of the Trust Agreement with respect to any shares of stock transferred to the trust by the grantors whereby the grantors are considered corporate insiders with respect to such shares under the Securities and Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.

NOW, THEREFORE, in consideration of the mutual promises of the parties and each party’s execution of this Agreement, and intending to be legally bound hereby, the parties, for themselves and their respective heirs, personal representatives, successors and assigns, hereby agree as follows:

1.            John W. and Patricia Ann Crites hereby appoint JOHN W. CRITES, II as successor trustee of each Trust.

2.            John W. Crites hereby unconditionally and irrevocably resigns his position as a trustee of each Trust, hereby releasing and relinquishing all rights, powers, privileges and discretions given thereto under the Trust Agreement, such resignation to be effective as of the acceptance of said appointment by JOHN W. CRITES, II.

3.            Patricia Ann Crites hereby unconditionally and irrevocably resigns her position as a trustee of each Trust, hereby releasing and relinquishing all rights, powers, privileges and discretions given thereto under the Trust Agreement.

4.            John W. Crites, II, for and on behalf of his minor children, ZACHARY KENTON CRITES, BAILEY BUENA-VISTA CRITES, and JACEE AUTUM CRITES, releases and forever discharges John W. and Patricia Ann Crites, from all claims and liabilities of whatever kind and nature or for whatever reason arising at any time from or by reason of their administration of each Trust

5.            This Agreement may be executed by manual or facsimile signatures in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

6.            If this Agreement is not executed by each of the necessary parties, the Agreement shall be null and void, and no party will have any duty or obligation hereunder.

7.            This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, personal representatives, successors and assigns, but in no event shall any person not a party hereto have any rights hereunder as a third party beneficiary or otherwise.
 
Page 3
8.            This Agreement contains the complete understanding of the parties.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 30th day of September, 2016.
 
WITNESS:
RESIGNING TRUSTEES
     
/s/ Julie D. Shobe
  
/s/ John W. Crites
   
JOHN W. CRITES
     
   
/s/ Patricia Ann Crites
   
PATRICIA ANN CRITES
 
Page 4
ACCEPTANCE

I, JOHN W. CRITES, II, accept the foregoing appointment as successor trustee of the SUB TRUST F/B/O ZACHARY KENTON CRITES, BAILEY BUENA-VISTA CRITES, and JACEE AUTUMN CRITES, respectively, created under the MASTER TRUST AGREEMENT FOR THE BENEFIT OF THE GRANDCHILDREN OF JOHN W. AND PATRICIA ANN CRITES this 30th day of September, 2016.

WITNESS:
SUCCESSOR TRUSTEE FBO
 
ZACHARY KENTON CRITES,
 
BAILEY BUENA-VISTA CRITES, and
 
JACEE AUTUMN CRITES

/s/ Amy Greenwalt
  
/s/ John W. Crites, II
   
JOHN W. CRITES, II

 
TRUST PROTECTOR
     
   
/s/ Duke A. McDaniel
   
DUKE A. McDANIEL
 
 
 EX-2 3 ex2.htm 2016 INSTRUMENT OF RESIGNATION AND APPOINTMENT OF VALERIE MONGOLD AS SUCCESSOR TRUSTEE.
Exhibit 2
 
MASTER TRUST AGREEMENT
FOR THE BENEFIT OF THE GRANDCHILDREN OF
JOHN W. AND PATRICIA ANN CRITES UA DATED NOVEMBER 30, 2009

2016 INSTRUMENT OF

RESIGNATION AND APPOINTMENT OF SUCCESSOR TRUSTEE

RESIGNATION AND APPOINTMENT OF SUCCESSOR TRUSTEE by JOHN W. CRITES AND PATRICIA ANN CRITES concerning those certain SUB TRUSTS F/B/O KEVIN DAVID MONGOLD[EIN 61-6386486] and JESSICA ANN MONGOLD [61-6386487], respectively, created under the MASTER TRUST AGREEMENT FOR THE BENEFIT OF THE GRANDCHILDREN OF JOHN W. AND PATRICIA ANN CRITES, by and between JOHN W. AND PATRICIA ANN CRITES, as grantors, and trustees, respectively (each sub trust hereinafter sometimes referred to as a “Trust" and said agreement sometimes referred to hereinafter as the "Trust Agreement").

W I T N E S S E T H:

WHEREAS, JOHN W. AND PATRICIA ANN CRITES are co trustees of each Trust created under the Trust Agreement and both parties wish to resign as a trustee;

WHEREAS, § 9.2 of the Trust Agreement provides that the individual trustee or trustees of a Trust created under the Trust Agreement serving from time to time thereunder shall have the power, but not the duty, at any time to appoint by an inter vivos writing duly accepted and without court approval one or more individuals or a corporate fiduciary, if one is not then serving, or both, as an additional trustee of each trust;

WHEREAS, § 9.3 of the Trust Agreement provides that the grantors, or the survivor of them, as trustees, shall be entitled to appoint one or more persons to serve in their place and stead in the event they shall cease to serve as trustee of a Trust for any reason, including death, incapacity or resignation;

WHEREAS, § 9.4 of the Trust Agreement provides that any trustee may resign at any time, without stating cause or seeking court approval, by the delivery of an instrument of resignation to the Trust Protector,

WHEREAS, § 9.6 of the Trust Agreement provides that subject to §10.2(f) of the Trust Agreement, but notwithstanding any other provision of the Trust Agreement to the contrary, if a Trust estate consists of any shares of stock transferred to the trust by the grantors whereby the grantors are considered corporate insiders with respect to such shares under the Securities and Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, then such shares may be voted by the grantors in a non-fiduciary capacity related to the Trust estate and any other trustee then serving, if any, shall be held harmless from any liability of any nature whatsoever for the limited voting rights exercised by the grantors in a non-fiduciary capacity under the Trust Agreement;
 
Page 2
WHEREAS, JOHN W. AND PATRICIA ANN CRITES wish to jointly exercise their successor trustee appointment powers and appoint VALERIE A. MONGOLD as successor trustee of each Trust and any other trust created under the Trust Agreement for the benefit of KEVIN DAVID MONGOLD and JESSICA ANN MONGOLD, respectively; and

WHEREAS, JOHN W. AND PATRICIA ANN CRITES wish to each irrevocably waive their rights under § 9.6 of the Trust Agreement with respect to any shares of stock transferred to the trust by the grantors whereby the grantors are considered corporate insiders with respect to such shares under the Securities and Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.

NOW, THEREFORE, in consideration of the mutual promises of the parties and each party’s execution of this Agreement, and intending to be legally bound hereby, the parties, for themselves and their respective heirs, personal representatives, successors and assigns, hereby agree as follows:

1.            John W. and Patricia Ann Crites hereby appoint VALERIE A. MONGOLD as successor trustee of each Trust.

2.            John W. Crites hereby unconditionally and irrevocably resigns his position as a trustee of each Trust, hereby releasing and relinquishing all rights, powers, privileges and discretions given thereto under the Trust Agreement, such resignation to be effective as of the acceptance of said appointment by VALERIE A. MONGOLD.

3.            Patricia Ann Crites hereby unconditionally and irrevocably resigns her position as a trustee of each Trust, hereby releasing and relinquishing all rights, powers, privileges and discretions given thereto under the Trust Agreement.

4.            Valerie A. Mongold, for and on behalf of her minor children, KEVIN DAVID MONGOLD and JESSICA ANN MONGOLD, releases and forever discharges John W. and Patricia Ann Crites, from all claims and liabilities of whatever kind and nature or for whatever reason arising at any time from or by reason of their administration of each Trust

5.            This Agreement may be executed by manual or facsimile signatures in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

6.            If this Agreement is not executed by each of the necessary parties, the Agreement shall be null and void, and no party will have any duty or obligation hereunder.

7.            This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, personal representatives, successors and assigns, but in no event shall any person not a party hereto have any rights hereunder as a third party beneficiary or otherwise.
 
Page 3
8.            This Agreement contains the complete understanding of the parties.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 30th day of September, 2016.

WITNESS:
RESIGNING TRUSTEES
     
/s/ Julie D. Shobe
  
/s/ John W. Crites
   
JOHN W. CRITES
     
   
/s/ Patricia Ann Crites
   
PATRICIA ANN CRITES
 
Page 4
ACCEPTANCE

I, VALERIE A. MONGOLD, accept the foregoing appointment as successor trustee of the SUB TRUST F/B/O KEVIN DAVID MONGOLD and JESSICA ANN MONGOLD, respectively, created under the MASTER TRUST AGREEMENT FOR THE BENEFIT OF THE GRANDCHILDREN OF JOHN W. AND PATRICIA ANN CRITES this 30th day of September, 2016.

WITNESS:
SUCCESSOR TRUSTEE FBO
 
KEVIN DAVID MONGOLD, and
 
JESSICA ANN MONGOLD

/s/ Susan E. Dearing
  
/s/ Valerie A. Mongold
   
VALERIE A. MONGOLD
     
 
TRUST PROTECTOR
     
   
/s/ Duke A. McDaniel
   
DUKE A. McDANIEL
 
 
 EX-99 4 ex3.htm 2016 INSTRUMENT OF RESIGNATION AND APPOINTMENT OF KELLY CRITES AS SUCCESSOR TRUSTEE.
Exhibit 3
 
MASTER TRUST AGREEMENT
FOR THE BENEFIT OF THE GRANDCHILDREN OF
JOHN W. AND PATRICIA ANN CRITES UA DATED NOVEMBER 30, 2009

2016 INSTRUMENT OF

RESIGNATION AND APPOINTMENT OF SUCCESSOR TRUSTEE

RESIGNATION AND APPOINTMENT OF SUCCESSOR TRUSTEE by JOHN W. CRITES AND PATRICIA ANN CRITES concerning those certain SUB TRUSTS F/B/O JOSHUA ALEXANDER WINGARD[EIN 61-6386488] and BIANCA MARIE WINGARD [61-6386489], respectively, created under the MASTER TRUST AGREEMENT FOR THE BENEFIT OF THE GRANDCHILDREN OF JOHN W. AND PATRICIA ANN CRITES, by and between JOHN W. AND PATRICIA ANN CRITES, as grantors, and trustees, respectively (each sub trust hereinafter sometimes referred to as a “Trust" and said agreement sometimes referred to hereinafter as the "Trust Agreement").

W I T N E S S E T H:

WHEREAS, JOHN W. AND PATRICIA ANN CRITES are co trustees of each Trust created under the Trust Agreement and both parties wish to resign as a trustee;

WHEREAS, § 9.2 of the Trust Agreement provides that the individual trustee or trustees of a Trust created under the Trust Agreement serving from time to time thereunder shall have the power, but not the duty, at any time to appoint by an inter vivos writing duly accepted and without court approval one or more individuals or a corporate fiduciary, if one is not then serving, or both, as an additional trustee of each trust;

WHEREAS, § 9.3 of the Trust Agreement provides that the grantors, or the survivor of them, as trustees, shall be entitled to appoint one or more persons to serve in their place and stead in the event they shall cease to serve as trustee of a Trust for any reason, including death, incapacity or resignation;

WHEREAS, § 9.4 of the Trust Agreement provides that any trustee may resign at any time, without stating cause or seeking court approval, by the delivery of an instrument of resignation to the Trust Protector,

WHEREAS, § 9.6 of the Trust Agreement provides that subject to §10.2(f) of the Trust Agreement, but notwithstanding any other provision of the Trust Agreement to the contrary, if a Trust estate consists of any shares of stock transferred to the trust by the grantors whereby the grantors are considered corporate insiders with respect to such shares under the Securities and Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, then such shares may be voted by the grantors in a non-fiduciary capacity related to the Trust estate and any other trustee then serving, if any, shall be held harmless from any liability of any nature whatsoever for the limited voting rights exercised by the grantors in a non-fiduciary capacity under the Trust Agreement;
 
Page 2
WHEREAS, JOHN W. AND PATRICIA ANN CRITES wish to jointly exercise their successor trustee appointment powers and appoint KELLY S. CRITES as successor trustee of each Trust and any other trust created under the Trust Agreement for the benefit of JOSHUA ALEXANDER WINGARD and BIANCA MARIE WINGARD, respectively; and

WHEREAS, JOHN W. AND PATRICIA ANN CRITES wish to each irrevocably waive their rights under § 9.6 of the Trust Agreement with respect to any shares of stock transferred to the trust by the grantors whereby the grantors are considered corporate insiders with respect to such shares under the Securities and Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.

NOW, THEREFORE, in consideration of the mutual promises of the parties and each party’s execution of this Agreement, and intending to be legally bound hereby, the parties, for themselves and their respective heirs, personal representatives, successors and assigns, hereby agree as follows:

1.            John W. and Patricia Ann Crites hereby appoint KELLY S. CRITES as successor trustee of each Trust.

2.            John W. Crites hereby unconditionally and irrevocably resigns his position as a trustee of each Trust, hereby releasing and relinquishing all rights, powers, privileges and discretions given thereto under the Trust Agreement, such resignation to be effective as of the acceptance of said appointment by KELLY S. CRITES.

3.            Patricia Ann Crites hereby unconditionally and irrevocably resigns her position as a trustee of each Trust, hereby releasing and relinquishing all rights, powers, privileges and discretions given thereto under the Trust Agreement.

4.            Kelly S. Crites, for and on behalf of her minor children, JOSHUA ALEXANDER WINGARD and BIANCA MARIE WINGARD, releases and forever discharges John W. and Patricia Ann Crites, from all claims and liabilities of whatever kind and nature or for whatever reason arising at any time from or by reason of their administration of each Trust

5.            This Agreement may be executed by manual or facsimile signatures in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

6.            If this Agreement is not executed by each of the necessary parties, the Agreement shall be null and void, and no party will have any duty or obligation hereunder.

7.            This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, personal representatives, successors and assigns, but in no event shall any person not a party hereto have any rights hereunder as a third party beneficiary or otherwise.
 
Page 3
8.            This Agreement contains the complete understanding of the parties.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 30th day of September, 2016.

WITNESS:
RESIGNING TRUSTEES
     
/s/ Julie D. Shobe
  
/s/ John W. Crites
   
JOHN W. CRITES
     
   
/s/ Patricia Ann Crites
   
PATRICIA ANN CRITES
 
Page 4
ACCEPTANCE

I, KELLY S. CRITES, accept the foregoing appointment as successor trustee of the SUB TRUST F/B/O JOSHUA ALEXANDER WINGARD and BIANCA MARIE WINGARD, respectively, created under the MASTER TRUST AGREEMENT FOR THE BENEFIT OF THE GRANDCHILDREN OF JOHN W. AND PATRICIA ANN CRITES this 30th day of September, 2016.

WITNESS:
SUCCESSOR TRUSTEE FBO
 
JOSHUA ALEXANDER WINGARD, and
 
BIANCA MARIE WINGARD

/s/ Amy Greenwalt
  
/s/ Kelly S. Crites
   
KELLY S. CRITES
     
 
TRUST PROTECTOR
     
   
/s/ Duke A. McDaniel
   
DUKE A. McDANIEL