SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Exhibit 10.1
SECOND
AMENDMENT TO AMENDED AND RESTATED
THIS
SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Second
Amendment”), is entered into as of the _10th_ day of _December_, 2009, by
and between SUMMIT FINANCIAL GROUP, INC. (“Summit”), SUMMIT COMMUNITY BANK,
INC., successor in interest to Capital State Bank, Inc., (the “Company”), and C.
XXXXX XXXXXXXXX (“Employee”).
WITNESSETH
WHEREAS,
Summit, the Company and Employee entered into that certain Amended and Restated
Employment Agreement dated as of the 22nd day of December, 2008 (the “Employment
Agreement”); and
WHEREAS,
Summit, the Company and Employee entered into that certain First Amendment to
Amended and Restated Employment Agreement dated as of the 6th day of March, 2009
(the “First Amendment”);
WHEREAS,
Summit, the Company and Employee have agreed that the salary and usual work
hours of Employee, effective January 1, 2010 and continuing for the remaining
term of the Employment Agreement, absent termination by one of the parties as
provided in the Employment Agreement, shall be reduced to the salary and work
hours as set forth in this Second Amendment to the Employment Agreement, as
previously amended by the First Amendment, as further amended herein and as it
may be further amended from time to time; and
WHEREAS,
Summit, the Company and Employee desire to enter into this Second Amendment to
evidence their agreed modification of the Employment Agreement.
NOW
THEREFORE, in consideration of the promises 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 Paragraph
3. Paragraph 3 of the Employment Agreement shall be amended to
read as follows, effective as of the date first written above:
3. Duties. Employee
shall perform and have all of the duties and responsibilities that may be
assigned to him from time to time by the Board of Directors of the Company,
provided, however, that from and after January 1, 2010, Employee shall
devote his best efforts on a half-time basis to the performance of such
duties. The intent of the parties hereto is that, while Employee has
been required to devote his best efforts on a full-time basis to his
duties
under this Employment Agreement during its term, Employee shall, effective
January 1, 2010, reduce his normal working hours to no less than fifty percent
(50%) of his usual and previous full-time working hours, and shall work at such
rate of work hours from and after January 1, 2010, continuing thereafter for the
remainder of the term of this Employment Agreement, as amended by the First
Amendment, and as further amended herein, absent termination by one of the
parties as provided in the Employment Agreement.
2. Amendment to Exhibit
A. Paragraphs A and D of Exhibit A of the Employment Agreement
shall be amended as to read in full as follows:
A. Base
Salary. Employee’s base salary, as of the execution of this
Employment Agreement on December 22, 2008 was $142,700, which salary, upon
consummation of the consolidation of Capital State Bank, Inc. and Summit
Community Bank, Inc., Employee’s base salary was increased to
$170,000. Thereafter, Employee’s base salary has been as mutually
agreed upon by Employee and Company. Employee has been considered for
salary increases on the basis of cost of living increases and increases in
responsibility. In consideration of Employee’s waiver of future merit
raises, Summit has established a Supplemental Executive Benefit Plan for the
benefit of Employee. The parties hereto agree, however, that from and
after January 1, 2010, Employee’s base salary shall be $10,000 per month, for
the remainder of the term of this Employment Agreement, as amended by the First
Amendment, and as further amended herein, absent termination by one of the
parties as provided in the Employment Agreement.
3. Amendment Controls Over
Employment Agreement and First Amendment. Unless otherwise
expressly amended herein, or pursuant to the First Amendment, all terms and
conditions of the Employment Agreement, as the same may be supplemented,
modified, amended or extended from time to time, remain in full force and
effect. This Second Amendment shall control to the extent any
conflict or ambiguity arises between the Employment Agreement and this Second
Amendment or between the First Amendment and this Second Amendment, as the case
may be.
4. Authority. The
undersigned are duly authorized by all required action or agreement to enter
into this Second Amendment.
5. Modification to
Agreement. The right to amend the Employment Agreement, the
First Amendment and the Second Amendment further is reserved by
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the
parties and this Second Amendment may be amended or modified only by an
instrument or document in writing signed by the person or entity against whom
enforcement is sought.
6. Governing
Law. This Second Amendment, 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 day and year first written above.
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SUMMIT
FINANCIAL GROUP, INC.
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By:
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/s/ H. Xxxxxxx
Xxxxx,
III
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H.
Xxxxxxx Xxxxx, III
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Its:
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Chief
Executive Officer
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SUMMIT
COMMUNITY BANK, INC.
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By:
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/s/ H. Xxxxxxx
Xxxxx,
III
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H.
Xxxxxxx Xxxxx, III
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Its:
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Chairman
of the Board of Directors
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/s/
C. Xxxxx
Xxxxxxxxx
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C. Xxxxx
Xxxxxxxxx
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