FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
EXHIBIT
10.1
FIRST
AMENDMENT TO AMENDED AND
RESTATED
THIS
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “First
Amendment”), is entered into as of the 2nd day of March, 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,
the term of the Employment Agreement was originally for five (5) years, provided
that the Board of Directors of the Company could extend the term with the
written consent of the Employee; and
WHEREAS,
Summit, the Company and Employee have agreed that the term of the Employment
Agreement shall be automatically extended for additional one (1) year terms
absent termination by one of the parties as provided in the Employment
Agreement.
WHEREAS,
Summit, the Company and Employee desire to enter into this First 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 2. Paragraph
2 of the Employment Agreement shall be amended to read as follows,
effective as of the date first written above:
2. Term. The term of this
Amended and Restated Agreement shall be for five (5) years and six (6)
months from the original effective date of July 1, 2004, unless one
of the parties terminates this Amended and Restated Agreement as provided
herein. Absent termination by one of the parties as provided in this
Amended and Restated Agreement, the term of this Agreement shall automatically
be extended for one additional term of nine (9) months.
2. Amendment to Exhibit
A. Exhibit A of the Employment Agreement shall be amended as
follows: Paragraph C of Exhibit A is deleted in its entirety.
3. Amendment Controls Over
Employment Agreement. Unless otherwise expressly amended
herein, 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 First Amendment shall control to the extent
any conflict or ambiguity arises between the Employment Agreement and this First
Amendment.
4. Authority. The
undersigned are duly authorized by all required action or agreement to enter
into this First Amendment.
5. Modification to
Agreement. This First 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 First 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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Its:
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President &
CEO
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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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Its:
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Co-Chairman
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/s/ C.
Xxxxx Xxxxxxxxx
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| C. Xxxxx Xxxxxxxxx |
