Summit Financial Group, Inc. (NASDAQ:SMMF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 – To revise from two years to ninety days the disclosed
exercisability period of the Stock Appreciation Rights (SARs)
following termination due to reasons other than for death,
disability or termination for cause.
Exhibit 10.2 – To correct the formula to compute each Eligible
Participants incentive payment under the 2017 Management
Incentive Plan (MIP).
Participants incentive payment under the 2017 Management
Incentive Plan (MIP).
Section 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers, Election of
Directors; Appointment of Certain Officers, Compensatory
Arrangements of Certain Officers
Directors; Appointment of Certain Officers, Compensatory
Arrangements of Certain Officers
On February 9, 2017, the Compensation and Nominating Committee of
the Board of Directors of Summit Financial Group, Inc. (the
Company) (the Committee) approved the Eighth Amendment to the
Amended and Restated Employment Agreement of H. Charles Maddy, III,
the Companys Chief Executive Officer, to extend the term of Mr.
Maddys Employment Agreement dated March 4, 2005, for an additional
year until March 4, 2020. A copy of the Eighth Amendment to the
Amended and Restated Employment Agreement is attached hereto as
Exhibit 10.1 and is incorporated herein by reference.
the Board of Directors of Summit Financial Group, Inc. (the
Company) (the Committee) approved the Eighth Amendment to the
Amended and Restated Employment Agreement of H. Charles Maddy, III,
the Companys Chief Executive Officer, to extend the term of Mr.
Maddys Employment Agreement dated March 4, 2005, for an additional
year until March 4, 2020. A copy of the Eighth Amendment to the
Amended and Restated Employment Agreement is attached hereto as
Exhibit 10.1 and is incorporated herein by reference.
On February 9, 2017, the Committee approved the terms of the
Companys Executive Officer Management Incentive Plan for 2017. The
Executive Officer Management Incentive Plan for 2017 provides
eligible participants, including executive officers of the Company,
with the opportunity to earn a bonus equal to 25% of the executive
officers base salary as of January 1, 2017 multiplied by a
multiplier based on the Companys annual return on average tangible
equity (ROATE) for 2017. The targeted range for the Companys ROATE
for 2017 is 10.00 to 10.99 percent. If the Companys actual ROATE
for 2017 is within this targeted range, each executive officer will
receive an incentive payment equal to 25% of their respective
annual base salary as of January 1, 2017 (the Targeted Incentive).
Companys Executive Officer Management Incentive Plan for 2017. The
Executive Officer Management Incentive Plan for 2017 provides
eligible participants, including executive officers of the Company,
with the opportunity to earn a bonus equal to 25% of the executive
officers base salary as of January 1, 2017 multiplied by a
multiplier based on the Companys annual return on average tangible
equity (ROATE) for 2017. The targeted range for the Companys ROATE
for 2017 is 10.00 to 10.99 percent. If the Companys actual ROATE
for 2017 is within this targeted range, each executive officer will
receive an incentive payment equal to 25% of their respective
annual base salary as of January 1, 2017 (the Targeted Incentive).
If the Companys actual ROATE for 2017 is greater than the targeted
range, executive officers will be eligible to receive an incentive
that is greater than the Targeted Incentive; conversely, if the
Companys actual ROATE for 2017 is less than the targeted range,
executive officers will be eligible to receive an incentive that is
less than the Targeted Incentive.
range, executive officers will be eligible to receive an incentive
that is greater than the Targeted Incentive; conversely, if the
Companys actual ROATE for 2017 is less than the targeted range,
executive officers will be eligible to receive an incentive that is
less than the Targeted Incentive.
A copy of the Executive Officer Management Incentive Plan for 2017
is included as Exhibit 10.2 and is incorporated herein by
reference. The above summary is qualified in its entirety by
reference to the Executive Officer Management Incentive Plan for
2017 attached as Exhibit 10.2.
is included as Exhibit 10.2 and is incorporated herein by
reference. The above summary is qualified in its entirety by
reference to the Executive Officer Management Incentive Plan for
2017 attached as Exhibit 10.2.
On February 9, 2017, the Committee approved awards of stock-settled
stock appreciation rights to the following named executive officers
and other executive officers of the Company in accordance with the
terms of the Summit Financial Group, Inc. 2014 Long-Term Incentive
Plan (Plan). Below is the number of stock appreciation rights
granted to these individuals on February 9, 2017:
stock appreciation rights to the following named executive officers
and other executive officers of the Company in accordance with the
terms of the Summit Financial Group, Inc. 2014 Long-Term Incentive
Plan (Plan). Below is the number of stock appreciation rights
granted to these individuals on February 9, 2017:
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Name
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Title
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Stock Appreciation Rights
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H. Charles Maddy, III
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President and Chief Executive Officer
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15,668
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Robert S. Tissue
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Senior Vice President and Chief Financial Officer
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8,151
|
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Patrick N. Frye
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Senior Vice President and Chief of Credit
Administration |
5,604
|
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Scott C. Jennings
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Senior Vice President and Chief Operating Officer
|
8,151
|
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Bradford E. Ritchie
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President – Summit Community Bank
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5,452
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The stock-settled stock appreciation rights have a base price equal
to $26.01, the fair market value, as defined in the Plan, for the
Company’s common stock on the date of grant (February 9, 2017),
and expire ten years from the date of grant. The stock-settled
stock appreciation rights granted are time-based, with 20% vesting
on each of the first five anniversaries of the grant date. The
stock-settled stock appreciation rights will be settled in shares
of the Company’s common stock.
to $26.01, the fair market value, as defined in the Plan, for the
Company’s common stock on the date of grant (February 9, 2017),
and expire ten years from the date of grant. The stock-settled
stock appreciation rights granted are time-based, with 20% vesting
on each of the first five anniversaries of the grant date. The
stock-settled stock appreciation rights will be settled in shares
of the Company’s common stock.
In the event of a change of control, as defined in the Plan, if the
successor or surviving corporation so agrees, some or all of the
outstanding stock-settled stock appreciation rights will be
assumed, or replaced with the same type of award with similar terms
or conditions. Any stock-settled stock appreciation rights that are
not fully vested at the time a recipient terminates employment due
to a change of control will become fully vested upon such
termination and remain exercisable, throughout the original term of
the award.
successor or surviving corporation so agrees, some or all of the
outstanding stock-settled stock appreciation rights will be
assumed, or replaced with the same type of award with similar terms
or conditions. Any stock-settled stock appreciation rights that are
not fully vested at the time a recipient terminates employment due
to a change of control will become fully vested upon such
termination and remain exercisable, throughout the original term of
the award.
If the recipients employment with the Company is terminated due to
death or disability, then the recipient will vest in the additional
percentage of stock-settled stock appreciation rights, if any, that
would have vested at the vesting date which falls after the date of
death or date of termination of employment of recipient due to
disability, but within the calendar year in which the recipient
died or terminated employment due to disability, as if, for
purposes of vesting percentage only, the recipient had not died or
terminated employment due to disability, and had continued
employment to such vesting date. All vested stock-settled stock
appreciation rights will be exercisable for a period of two years
from the date of death or termination of employment due to
disability; all vested stock-settled stock appreciation rights not
exercised within said two year period will be forfeited in their
entirety.
death or disability, then the recipient will vest in the additional
percentage of stock-settled stock appreciation rights, if any, that
would have vested at the vesting date which falls after the date of
death or date of termination of employment of recipient due to
disability, but within the calendar year in which the recipient
died or terminated employment due to disability, as if, for
purposes of vesting percentage only, the recipient had not died or
terminated employment due to disability, and had continued
employment to such vesting date. All vested stock-settled stock
appreciation rights will be exercisable for a period of two years
from the date of death or termination of employment due to
disability; all vested stock-settled stock appreciation rights not
exercised within said two year period will be forfeited in their
entirety.
If the recipient is terminated by the Company for cause, then the
stock-settled stock appreciation rights will immediately terminate
and no stock-settled stock appreciation rights will be exercisable
as of the date of such termination, regardless of whether any
stock-settled stock appreciation right was vested and exercisable
prior to date of such termination.
stock-settled stock appreciation rights will immediately terminate
and no stock-settled stock appreciation rights will be exercisable
as of the date of such termination, regardless of whether any
stock-settled stock appreciation right was vested and exercisable
prior to date of such termination.
Upon termination of the recipients employment by the Company or by
the recipient other than under for death, disability or termination
for cause, the stock-settled stock appreciation rights, to the
extent vested and exercisable as of the date of such termination,
will thereafter be exercisable only for a period of ninety (90)
days from the date of such termination, and any stock-settled stock
appreciation right that was not exercisable as of the date of such
termination will be forfeited.
the recipient other than under for death, disability or termination
for cause, the stock-settled stock appreciation rights, to the
extent vested and exercisable as of the date of such termination,
will thereafter be exercisable only for a period of ninety (90)
days from the date of such termination, and any stock-settled stock
appreciation right that was not exercisable as of the date of such
termination will be forfeited.
If, at any time within (A) the ten-year term of award agreement;
(B) two years after the termination of employment; or (C) two years
after the recipient exercises any portion of the grant of
stock-settled stock appreciation rights, whichever is the latest,
the recipient, in the determination of the Compensation and
Nominating Committee of the Board of Directors of the Company,
engages in any activity in competition with any activity of the
Company, or inimical, contrary or harmful to the interests of the
Company, including, but not limited to those circumstances set
forth in the award agreement, then any award of stock-settled stock
appreciation rights held by the recipient will terminate effective
as of the date on which the recipient enters into such activity,
unless terminated sooner by operation of another term or condition
of the award agreement or the Plan, and any gain realized by the
recipient from the exercise of all or a portion of any grant of
stock appreciation rights will be repaid by the recipient to the
Company. Such gain will be calculated based on the spread
multiplied by the number of shares subject to the stock-settled
stock appreciation rights exercised on such date, plus interest
measured from the first date the recipient engaged in any of the
prohibited activities set forth above at the highest rate allowable
under West Virginia law.
(B) two years after the termination of employment; or (C) two years
after the recipient exercises any portion of the grant of
stock-settled stock appreciation rights, whichever is the latest,
the recipient, in the determination of the Compensation and
Nominating Committee of the Board of Directors of the Company,
engages in any activity in competition with any activity of the
Company, or inimical, contrary or harmful to the interests of the
Company, including, but not limited to those circumstances set
forth in the award agreement, then any award of stock-settled stock
appreciation rights held by the recipient will terminate effective
as of the date on which the recipient enters into such activity,
unless terminated sooner by operation of another term or condition
of the award agreement or the Plan, and any gain realized by the
recipient from the exercise of all or a portion of any grant of
stock appreciation rights will be repaid by the recipient to the
Company. Such gain will be calculated based on the spread
multiplied by the number of shares subject to the stock-settled
stock appreciation rights exercised on such date, plus interest
measured from the first date the recipient engaged in any of the
prohibited activities set forth above at the highest rate allowable
under West Virginia law.
The form of the Summit Financial Group, Inc. 2014 Long-Term
Incentive Plan Stock-Settled Stock Appreciation Rights Agreement is
attached hereto as Exhibit 10.3 and is incorporated herein by
reference.
Incentive Plan Stock-Settled Stock Appreciation Rights Agreement is
attached hereto as Exhibit 10.3 and is incorporated herein by
reference.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are filed as part of this Form 8-K.
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Exhibit No.
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Description
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10.1
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Eighth Amendment to the Amended and Restated Employment
Agreement between Summit Financial Group, Inc. and H. Charles Maddy, III |
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10.2
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Executive Officer Management Incentive Plan for 2017
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10.3
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Form of Summit Financial Group, Inc. 2014 Long-Term
Incentive Plan Stock-Settled Stock Appreciation Rights Agreement |
About Summit Financial Group, Inc. (NASDAQ:SMMF)
Summit Financial Group, Inc. (Summit) is a financial holding company. The Company provides community banking services primarily in the Eastern Panhandle and South Central regions of West Virginia and the Shenandoah Valley, and Northern region of Virginia. The Company provides these services through its community bank subsidiary, Summit Community Bank (Summit Community or the Bank). The Company operates through two segments: community banking, and insurance & financial services. The community banking segment consists of its full service banks, which offer customers traditional banking products and services through various delivery channels. The insurance & financial services segment includes three insurance agency offices that sell insurance products. The Company also operates Summit Insurance Services, LLC in Moorefield, West Virginia and Leesburg, Virginia, which provides insurance brokerage services to individuals and businesses. Summit Financial Group, Inc. (NASDAQ:SMMF) Recent Trading Information
Summit Financial Group, Inc. (NASDAQ:SMMF) closed its last trading session down -0.04 at 24.50 with 14,355 shares trading hands.
