AMENDMENT NO. 1 TO DIRECTORS DEFERRAL PLAN AGREEMENT
Exhibit
10.11
AMENDMENT
NO. 1 TO DIRECTORS DEFERRAL PLAN AGREEMENT
This
Amendment No. 1 to Directors Deferral Plan Agreement, to be effective as of
December 30, 2005, by and among the Summit Financial Group, Inc., or any
successor corporation (hereinafter refereed to as the “Company”), Summit
Community Bank, as successor in interest to South Branch Valley National Bank,
a
banking corporation with its principal place of business in West Virginia,
or
any successor corporation (hereinafter refereed to as the “Trustee”) and
____________________________, a member of the Board of Directors (hereinafter
referred to as the “Director”)
WHEREAS,
the Company
established that certain Directors Deferral Plan on April 25, 2000 (the “Benefit
Plan”);
WHEREAS,
Director is
a Participant in the Benefit Plan;
WHEREAS,
Subsection
A of Section XVI of the Benefit Plan allows amendment of the Benefit Plan by
the
mutual written consent of the Participant, the Bank and the
Trustee;
WHEREAS,
Summit
Community Bank, as successor in interest to South Branch Valley National Bank,
is the Trustee;
WHEREAS,
Section III
of the Benefit Plan needs to be modified to comply with provisions of Section
409A of the Internal Revenue Code, as amended, and regulations thereunder;
and
NOW
THEREFORE WITNESSETH:
in
accordance with the provisions of Subsection A of Section XVI of the Benefit
Plan and in consideration of the mutual covenants set forth herein, the parties
hereto agree as follows:
1. Section
III
of said Benefit Plan is hereby amended to read in full as follows:
III.
ELECTION
OF DEFERRED COMPENSATION AND INVESTMENTS
The
Director
shall, for any calendar year, prior to the beginning of such calendar year,
file
a written statement with the Company notifying them as to the percent (%) or
dollar amount of fees as defined in Paragraph II and to be earned in that
calendar year that is to be deferred. Provided, in the case of the first year
in
which a Director becomes eligible to participate in the Benefit Plan, such
election may be made with respect to fees paid for services performed subsequent
to the election within 30 days after the date the Director becomes eligible
to
participate in the Benefit Plan. Notwithstanding any of the foregoing, for
deferrals relating all or in part to services performed on or before December
31, 2005, a written statement may be filed on or before March 15, 2005 with
the
Company by the Director participating in the Benefit Plan, notifying the Company
as to the percent (%) or dollar amount of fees as defined in Paragraph II,
relating all or in part to services performed after the date of said election
and on or before December 31, 2005, that is to be deferred. Signed written
statements filed under this section, unless modified or revoked in writing,
shall be valid for all succeeding years. In addition, the Director may file
with
the Company quarterly investment elections setting forth the percentage that
should hypothetically be invested in each particular investment vehicle. (A
copy
of said investment election form is attached hereto, marked as Exhibit “A-1” and
fully incorporated herein by reference). Said amounts shall not actually be
invested in said investments, and said investment elections are merely for
the
purpose of calculating interest and returns on the Deferred Compensation Account
as set forth in Paragraph V. The Company shall not be under any duty to advise
a
participant or beneficiary with respect to any said hypothetical investment.
Said investment elections must be received by the Company on or before the
25th
day of the
month prior to the end of the quarter.
2. Any
additions or modifications to this Agreement must be in writing and signed
by
the parties.
IN
WITNESS WHEREOF
the parties
hereto acknowledge that each has carefully read this Agreement and executed
the
original thereof, individually, in the case of Director, or by its respective
duly authorized officer in the case of Trustee and Company, all on the ____
day
of December, 2005.
COMPANY:
______________________________ _____________________________
Witness Title:_________________________
TRUSTEE:
______________________________ _____________________________
Witness Title:_________________________
______________________________
_____________________________
Witness