INDEMNIFICATION AGREEMENT
Exhibit
10.1
This
Indemnification Agreement (“Agreement”) is made and entered into as of the 11th
day of February, 2010, by and between Xxxxxxxxx X. Xxxxxx, (“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:
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1.
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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.
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2.
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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.
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IN WITNESS WHEREOF, and
intending to be legally bound hereby the parties have executed this Agreement as
of the date first above written.
/s/Xxxxxxxxx
X. Xxxxxx
_____________________________________ Summit
Financial Group, Inc.
Director
By: /s/
H.
Xxxxxxx Xxxxx III
Its: Chief Executive
Officer_
