memoincentive.htm


    


    EXHIBIT
      10.3

    Memorandum

     

    
      	
              To:

            	
              Dave
                Robertson & Ronald Miller

            


    

    From:              
      Charlie Maddy

    
      	
              Date:

            	
              December
                14, 2007

            


    

    
      	
              Re:

            	
              2008
                Incentive Plan – SCB

            


    

    


    


    


    Here
      is
      the 2008 Incentive Bonus Plan for Summit Community Bank.

    


    As
      you
      know, we have established a budget of approximately $* in net income and
      approximately $* in total assets for Summit Community Bank for year ended
      December 31, 2008.  If these targets are met, management will be
      rewarded as follows:

     

    
       

      
        	
                Dave
                  Robertson

              	
                $  *

              
	
                Ronald
                  Miller

              	
                $  *

              
	
                Dawn
                  Frye

              	
                $  *

              
	
                Cyndie
                  Layman

              	
                $  *

              
	
                Discretionary
                  (Dave)

              	
                $  *

              
	
                Discretionary
                  (Ron)

              	
                $  *

              


      

    

    


    


    In
      addition, if the budgeted $* net income is exceeded, we will reserve *% of
      the
      amount over the $* to a pool, which would be divided among key
      managers.  In order to qualify for this additional amount, net income
      for Summit Community Bank would have to be greater than $* after any and all
      bonuses (including the above “budget bonus”) were paid.  The
      calculation would work as follows:

     

     

    


      
        	
                *

              	
                $*

              
	
                *

              	
                  *

              
	
                *

              	
                  *

              
	
                *

              	
                  *%

              
	
                *

              	
                $   *

              
	
                *

              	
                    
                  *

              
	
                *

              	
                $
                    *

              
	
                *

              	
                $   *

              
	 	 


      

    

    
 

    The
      performance pool payment would be divided as follows:

    
 

    
      
        	
                Dave
                  Robertson

              	
                *%

              	
                $
                  *

              
	
                Ronald
                  Miller

              	
                *%

              	
                $
                  *

              
	
                Dawn
                  Frye

              	
                *%

              	
                $
                  *

              
	
                Cyndie
                  Layman

              	
                *%

              	
                $
                  *

              
	
                Discretionary
                  (Dave)

              	
                *%

              	
                $
                  *

              
	
                Discretionary
                  (Ron)

              	
                *%

              	
                $
                  *

              
	
                Reserved

              	
                *%

              	
                $
                  *

              


      



    The
      discretionary amount can be awarded to whatever SCB employee(s) are deserving
      in
      Dave’s or Ron’s discretion.

    


    To
      recap,
      in my example, if the bank were to make $* net in the year 2008 and December’s
      Total Average Assets are at least $*, Dave Robertson’s
      and Ronald Miller’s bonuses would be as follows:

    


    
      	
               

            	
              Budget
                bonus

            	
              $  *

            


    

    
      	
               

            	
              Performance
                bonus

            	
              $  *

            


    

    
      	
               

            	
              Total
                bonus

            	
              $  *

            


    

    


    The
      total
      performance pool total bonus cannot exceed $ *.  Securities gains and
      losses initiated by Summit management will be excluded for bonus calculation
      purposes.  Additionally, derivative market adjustments (that result
      from our recent change in accounting methodology) will also be excluded from
      the
      calculation.

    


    This
      operating plan and budget may be revised if significant structural changes
      occur
      such as the purchase of a new branch, merger, etc.  Summit management
      and board of directors will have sole discretion as to whether these changes
      have occurred in amounts sufficient to make such changes and will advise SCB
      management if these changes are made.

    


    As
      you
      know, the exact date for the Greater Atlantic Financial (GAFC) closing is not
      known.  After this becomes clear, this plan may be
      revised.  Preliminarily however, breaking even on the GAFC branches
      may be a reasonable goal for 2008 so it is nearly as likely that the plan may
      very well stay the same.  We will keep you posted.

    


    Thank
      you
      both for your respective contributions to the success of our
      Company.



    *
      Confidential, Business Proprietary
      Information