SFG emp agree 12-30

                                                                                Exhibit
    10.1
    EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT is made
      and
      entered into on this 3rd day of January, 2006, by and among SUMMIT FINANCIAL
      GROUP, INC. (“Summit FGI”), a West Virginia corporation, and
      ______________________ (the “Employee”).

     

    WHEREAS,
      Summit FGI offers the terms and conditions of employment hereinafter set forth
      and Employee accepts such terms and conditions in consideration of his
      employment with the Company; and

     

    NOW
      THEREFORE, in consideration of the promises and the respective covenants and
      agreements of the parties herein contained, Summit FGI and Employee contract
      and
      agree as follows:

     

    1. Definitions.
      The
      following definitions in addition to any terms otherwise defined herein, shall
      apply to designated phrases used in this Employment Agreement.

     

    (a) “Change
      of Control” means (i) a change of ownership of Summit FGI that would have to be
      reported to the Securities and Exchange Commission as a change of control,
      including but not limited to the acquisition by any “person” and/or entity as
      defined by securities regulations and law (other than Summit FGI or any Summit
      FGI employee benefit plan), of direct or indirect “beneficial ownership,” as
      defined by securities regulations and law, of twenty-five percent (25%) or
      more
      of the combined voting power of Summit FGI’s then outstanding securities; (ii)
      the failure during any period of three (3) consecutive years of individuals
      who
      at the beginning of such period constitute the Board of Directors of Summit
      FGI
      for any reason to constitute at least a majority thereof, unless the election
      of
      each director who was not a director at the beginning of such period has been
      approved by at least two-thirds (2/3) of the directors at the beginning of
      the
      period; or (iii) the consummation of a “Business Combination” as defined in
      Summit FGI’s Articles of Incorporation. In no event shall corporate
      restructuring of Summit FGI and/or its affiliates be construed as a “change in
      control” absent one or more of the conditions set forth above.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b) “Salary”
      means the Employee’s average of annual base salary and bonuses for the two full
      year periods immediately
      prior to
      the date of the consummation of a Change of Control or for two full year periods
      immediately preceding the effective date of termination, whichever is
      greater.

     

    (c) “Good
      Cause” includes (i) Employee’s continued poor work performance after written
      notice of and reasonable opportunity to correct deficiencies;
      (ii) Employee’s behavior outside or on the job which affects the ability of
      management of Summit FGI or its affiliates or co-workers to perform their jobs
      and that is not corrected after reasonable written warning; (iii) Employee’s
      failure to devote reasonable time to the job that is not corrected after
      reasonable warning; (iv) any other significant deficiency in performance by
      Employee that is not corrected after reasonable warning; (v) Employee’s repeated
      negligence, malfeasance or misfeasance in the performance of Employee’s duties
      that can reasonably be expected to have an adverse impact upon the business
      and
      affairs of Summit FGI or its affiliates,
      provided, however that if in the reasonable judgment of the Board of Directors
      of Summit FGI, the damage incurred by Summit FGI as a result of Employee’s
      conduct is capable of being substantially corrected, Summit FGI will give
      Employee thirty (30) days’ advance notice of its intention to terminate for Good
      Cause under this section and a reasonable opportunity to cure the cause of
      the
      possible termination to the reasonable satisfaction of Summit FGI;
      (vi)
      Employee’s commission of any act constituting theft, intentional wrongdoing or
      fraud; (vii) the conviction of the Employee of a felony criminal offense in
      either state or federal court; (viii) any single act by Employee constituting
      gross negligence or that causes material harm to the reputation, financial
      condition or property of Summit FGI or its affiliates.

     

    (d) “Disability”
      means unable as a result of a physical or mental condition to perform Employee’s
      normal duties
      from day
      to day in Employee’s usual capacity. 

     

    (e) “Retirement”
      means termination
      of employment by Employee in accordance with Summit FGI’s ’s retirement
      plan,
      including early retirement as approved by the Board of Directors of Summit
      FGI
      .

     

    (f) “Good
      Reason” means a Change of Control in Summit FGI and; (i) a decrease in the
      total amount of Employee’s base salary below its level in effect on the date of
      consummation of the Change of Control, without Employee’s prior written consent;
      or (ii) a material change in Employee’s job duties and responsibilities without
      Employee’s prior written consent; or (iii) a geographical relocation of Employee
      to an office more than twenty (20) miles from Employee’s location at the time of
      the Change of Control without Employee’s prior written consent; or (iv) failure
      of Summit FGI to obtain assumption of this Employment
      Agreement by its/their successor; or (v) any purported termination of Employee’s
      employment which is not effected pursuant to a notice of termination required
      in
      Paragraph 15 of this Employment Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (g) “Wrongful
      Termination” means termination of Employee’s employment prior to the expiration
      of twenty-four (24) months after consummation of a Change of Control for any
      reason other than at Employee’s option, Good Cause or the death, Disability or
      Retirement of Employee.

     

    2. Term.
      The
      initial term of this Employment Agreement shall be for three (3) years, unless
      terminated sooner as provided herein. Absent termination by one of the parties
      as provided in this Employment Agreement, the term of this Employment Agreement
      shall automatically be extended for unlimited additional one (1) year term(s),
      in which case such term shall end one (1) year from the date on which it is
      last
      renewed.

     

    3. Duties.
      Employee
      shall perform and have all of the duties and responsibilities that may be
      assigned to him from time to time by the Chief Executive Officer and/or the
      Board of Directors of Summit FGI; provided any material changes to Employee’s
      duties or obligations have been determined by the Board of Directors and/or
      the
      Chief Executive Officer in their reasonable discretion to be commensurate with
      duties and obligations that might be assigned to other similarly-situated
      executive officers of the Company. No later than five (5) days after the Company
      materially changes Employee’s duties or obligations, Employee will give the
      Company written notice if he believes a breach of this section has occurred
      and
      Company shall have a reasonable opportunity to cure the cause of the possible
      breach. Failure by Employee to give the notice required under this section
      shall
      constitute a waiver of his rights to claim a breach of this section arising
      from
      the specific duties or obligations then at issue. If it is determined through
      arbitration that the Company has breached this provision, then in consideration
      of the compensation and benefits set forth herein, Company and Employee agree
      that any damages received by Employee shall be limited to the amount Employee
      would be entitled to had he been terminated not for Good Cause under paragraph
      6
      of this Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Employee’s
      duties shall include, but not be limited to, ________________
      _____________________________. Employee shall devote his best efforts on a
      full-time basis to the performance of such duties.

     

    4. Compensation
      and Benefits.
      During
      the term of this Employment Agreement, including any extensions, Summit FGI
      agrees that Employee’s compensation and benefits shall be as
      follows:

     

    (a) Base
      Salary.
      Employee’s base salary shall be not less than One Hundred Fifty Thousand Dollars
      ($150,000.00) per year, paid on a semi-monthly basis. Employee shall be
      considered for salary increases on the basis of merit on an annual basis, with
      any future increases subject to the sole discretion of Summit FGI.

     

    (b) Bonus.
      In
      addition to the base salary provided for herein, Employee shall be eligible
      for
      incentive-based bonuses subject
      to goals
      and criteria to be determined by the Board of Directors of Summit
      FGI.

     

    (c) Paid
      Leave.
      Employee shall
      be
      entitled to all paid leave as provided by Summit FGI to other similarly-situated
      officers.

     

    (d) Fringe
      Benefits.
      Except
      as specified below, Summit FGI shall afford to Employee the benefit of all
      fringe benefits afforded to all other similarly-situated employees of Summit
      FGI, including but not limited to retirement plans, stock ownership or stock
      option plans, life insurance, disability, health and accident insurance benefits
      or any other fringe benefit plan now existing or hereinafter adopted by Summit
      FGI, subject to the terms and conditions thereof.

     

    (e) Business
      Expenses.
      Summit
      FGI shall reimburse Employee for reasonable expenses incurred by Employee in
      carrying out his duties and responsibilities, including but not limited to
      reimbursing civic club organization dues and reasonable expenses for customer
      entertainment. All such reimbursement shall be administered in accordance with
      the policies and practices established by Summit FGI from time to
      time.

     

    (f) Automobile.
      Summit
      FGI shall provide Employee with the use of an automobile for the Employee’s
      business and personal use. Summit FGI shall be responsible for expenses
      associated with the vehicle including but not limited to taxes, gasoline,
      licenses, maintenance, repair, insurance
      and
      reasonable cellular phone charges. Employee shall be subject to tax for his
      personal use of the vehicle in accordance with the Internal Revenue Code and
      any
      applicable state law. Upon approval of the Chief Executive Officer of Summit
      FGI, appropriate replacement vehicles shall be provided in the future, but
      in no
      event less frequently than every third model year. If Employee is terminated
      not
      for Good Cause, or if Employee terminates his employment under this Agreement
      for Good Reason, or Summit FGI terminates Employee’s employment under this
      Agreement in a manner constituting Wrongful Termination, then Employee shall
      be
      entitled to retain the vehicle provided hereunder.

     

    5. Termination
      for Good Cause.
      Subject
      to the provisions of Paragraph 7 below, if Employee terminates his employment
      with Summit FGI for any reason or Summit FGI terminates Employee’s employment
      for Good Cause, Employee shall not be entitled to any compensation other than
      that which is earned and payable as of the effective date of termination of
      employment. 

     

    6. Termination
      Not for Good Cause.
      Employee’s employment may be terminated by Summit FGI for any reason permitted
      under applicable law so long as Employee is given thirty (30) days advance
      written notice (or payment in lieu thereof). In the event of a termination
      pursuant to this paragraph, Employee shall be entitled to payment from Summit
      FGI equal to the base salary compensation set forth in this Agreement for the
      remaining term of the Agreement, or severance pay equal to 100% of his then
      current annual base salary, whichever is greater.

     

    7. Termination
      Upon Change of Control.

     

    (a) Except
      as
      hereinafter provided, if Employee terminates his employment with Summit FGI
      for
      Good Reason or Summit FGI terminates Employee’s employment in a manner
      constituting Wrongful Termination, Summit FGI hereby agrees to pay Employee
      a
      cash payment equal to Employee’s Salary, on a monthly basis, multiplied by the
      number of months between the effective date of termination and the date that
      is
      twenty-four (24) months after the date of consummation of Change of Control;
      provided that in no event shall Employee receive a lump sum payment that is
      less
      than 100% of his Salary. Employee shall have the right to terminate his
      employment without reason at his option by giving written notice of termination
      within six (6) months of a Change of Control. In this case, Employee
      will be
      entitled to receive a lump sum equal to seventy five percent of his
      Salary.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b) For
      the
      year in which Employee terminates his employment with Summit FGI for Good Reason
      or Summit FGI terminates Employee’s employment in a manner constituting Wrongful
      Termination, Employee will be entitled to receive his reasonable share of Summit
      FGI’s cash
      bonuses
      and employee benefit plan contributions, if any, allocated in accordance with
      existing policies and procedures and authorized by the Board of Directors of
      Summit FGI prior to the Change in Control. The amount of Employee’s cash
      incentive award shall not be reduced due to Employee not being actively employed
      for the full year.

     

    (c) If
      compensation pursuant to Paragraph 7(a) is payable, Employee will continue
      to
      participate, without discrimination, for the number of months between the date
      of termination and the date that is twenty-four (24) months after the date
      of
      the consummation of the Change of Control, in benefit plans (such as retirement,
      disability and medical insurance) maintained after any Change of Control for
      employees, in general, of Summit FGI and/or any successor organization(s),
      provided Employee’s continued participation is possible under the general terms
      and conditions of such plans. In the event Employee’s participation in any such
      plan is barred, Summit FGI shall arrange to provide
      Employee
      with benefits substantially similar to those which Employee would have been
      entitled had his participation not been barred. Notwithstanding the foregoing,
      if Employee terminates his employment after a Change of Control without reason
      at his option, as permitted under Paragraph 7(a), then Employee shall be
      entitled to receive the employee benefits contemplated in this Agreement for
      a
      period of six (6) months after the date of termination. However, in no event
      will Employee receive from Summit FGI the employee benefits contemplated by
      this
      section if Employee receives comparable benefits from any other
      source.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    8. Other
      Employment.
      Employee
      shall not be required to mitigate the amount of any payment provided for in
      this
      Employment Agreement by seeking other employment. The amount of any payment
      provided for in this Employment Agreement shall not be reduced by any
      compensation earned or benefits provided (except as set forth in Paragraph
      7(c)
      above) as the result of employment by another employer after the date of
      termination.

     

    9. Rights
      of Summit FGI Prior to the Change of Control.
      This
      Employment Agreement shall not affect the right of Summit FGI to terminate
      Employee, or to reduce the salary or benefits of Employee, with or without
      Good
      Cause, prior to any Change of Control; provided, however, any termination for
      any reason other than at Employee’s option, Good Cause or the death, Disability
      or Retirement of Employee that takes place after discussions have commenced
      that
      result in a Change of Control shall be presumed to be a Wrongful Termination,
      absent clear and convincing evidence to the contrary.

     

    10. Noncompetition
      and Nonsolicitation.
      In
      consideration of the covenants set forth herein, including but not limited
      to
      the compensation set forth in Paragraphs 4, 6 and 7 above, Employee agrees
      as
      follows:

     

    (a) For
      the
      entire duration of Employee’s employment with Summit FGI and for two (2) years
      following the termination of such employment for any reason by either Employee
      or Summit FGI (the “Restricted Period”), Employee shall not (i) within a
      seventy-five (75) mile radius of Summit FGI and/or its affiliates directly
      or
      indirectly engage in any business or activity of any nature whatsoever that
      is
      competitive with the business of Summit FGI or its affiliates or (ii) sell
      or
      solicit the sale of, any services or products related thereto, directly or
      indirectly, to any of Summit FGI’s or its affiliates’ customers or clients
      within the State of West Virginia, the Commonwealth of Virginia or any other
      states in which Summit FGI and/or its affiliates conducts
      such
      business or sells services in the future. Notwithstanding the foregoing, this
      noncompetition covenant shall not apply to the business and activities conducted
      by Summit Mortgage, a division of Shenandoah Valley National Bank, unless such
      business and activities are conducted in the State of West Virginia, Virginia
      or
      any other state in which other affiliates of Summit FGI also engage in any
      business or activity or sell or solicit services in the future.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b) Without
      limitation of the foregoing, during the Restricted Period, Employee shall not
      serve as a proprietor,
      partner, officer, director, stockholder, employee, sales representative or
      consultant for any organization, company or business entity of any type that
      engages in any business or activity of any nature whatsoever described in
      Paragraph 10(a) above, provided however that this provision will not prohibit
      Employee from (i) owning bonds, non-voting preferred stock or up to five percent
      (5%) of the outstanding common stock of any such entity if such common stock
      is
      publicly traded, or (ii) accepting a position with a nationally- recognized
      professional services firm, provided that in such capacity, Employee does not
      render services, directly or indirectly, to any client or customer of such
      firm
      that engages in any business or activity described in Paragraph 10(a),
      above.

     

    (c) Employee
      acknowledges and agrees that in the event of the breach or threatened breach
      of
      this provision, the harm and damages that will be suffered by Summit FGI are
      not
      susceptible of calculation or determination with a reasonable degree of
      certainty, and cannot be fully remedied by an award of money damages or other
      remedy at law. Employee further acknowledges and agrees that considering
      Employee’s relevant background, education and experience, Employee will be able
      to earn a livelihood without violating the foregoing restrictions. In addition
      to any and all other rights and remedies available to Summit FGI in the event
      of
      any threatened, actual or continuing breach of this covenant not to compete,
      Employee consents to and acknowledges Summit FGI’s right and option to seek and
      obtain in any court of competent jurisdiction a preliminary and/or permanent
      injunction in respect of any threatened, actual or continuing breach of the
      covenant not to compete set forth herein.

     

    (d) In
      the
      event that this provision shall be deemed by any court or body of competent
      jurisdiction to be unenforceable in whole or in part by reason of its extending
      for too long a period of time, or too great a geographical area or over too
      great a range of activities, or overly broad in any other respect or for any
      other reason, then and in such event this Employment Agreement shall be deemed
      modified and interpreted to extend over only such maximum period of time,
      geographical area or range of activities, or otherwise, so as to render these
      provisions valid and enforceable, and as so modified, these provisions shall
      be
      enforceable and enforced.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (e) This
      Paragraph 10 shall not apply in any respect to Employee, unless Employee agrees
      otherwise in writing,
      in the
      event of the consummation of a Change in Control or in the event of Employee’s
      termination by Summit FGI for other than Good Cause.

     

    11. Confidential
      Information.
      

     

    (a) Employee
      agrees not to use, publish or otherwise disclose (except as Employee’s duties
      may require), either during or at any time subsequent to his/her employment,
      any
      secret, proprietary or confidential information or data of Summit FGI or any
      information or data of others that Summit FGI or its affiliates is obligated
      to
      maintain in confidence. Employee understands that the use, publication or other
      disclosure of such information may violate privacy rights, as well as expose
      Summit FGI or its affiliates to financial loss, competitive disadvantage and/or
      embarrassment. Employee also understands that it is Employee’s duty to take
      adequate care to ensure that such secret, proprietary or confidential
      information is not used, published or otherwise disclosed by others.
      Notwithstanding the foregoing, nothing herein shall prevent Employee from
      utilizing the knowledge and experience he has acquired in the banking
      industry.

     

    (b) Employee
      also agrees that upon any termination of his/her employment to deliver to Summit
      FGI promptly
      all
      items that belong to Summit FGI or that by their nature are for the use of
      employees of Summit FGI only, including, without limitation, all written and
      other materials that are of a secret, proprietary or confidential nature
      relating to the business of Summit FGI and/or Summit FGI’s affiliates. All
      business developed and produced by Employee while in the employ of Summit FGI
      is
      the exclusive property of Summit FGI unless specifically excluded in this
      Agreement. Employee shall not, during the term of this Agreement or any time
      thereafter, intentionally interfere with any business or contractual
      relationship of Summit FGI.

     

    (c) For
      purposes of this Employment Agreement, the terms “secret” or confidential” are
      used in the ordinary sense and do not refer to official security classifications
      of the United States Government. Without limitation, examples of materials,
      information and data that are considered to be of a secret or confidential
      nature are for purposes of this Employment Agreement include but are not limited
      to drawings, manuals, customer lists, notebooks, reports, models, inventions,
      formulas, incentive plans, processes, machines, compositions, computer programs,
      accounting methods, business plans and information systems including such
      materials, information and data that are in machine-readable form.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    12. No
      Prior Obligation:
      Other
      than this Employment Agreement, Employee represents that there are no
      agreements, covenants or arrangements, whether written or oral, in effect which
      would prevent him from rendering service to Summit FGI during the term of this
      employment and he has not made and will not make any commitments, become
      associated, either directly or indirectly, in any manner, as partner, officer,
      director, stockholder, advisor, employee or in any other capacity in any
      business or organization, unless such activity complies with Summit FGI’s Code
      of Ethics. Employee expressly agrees to indemnify and hold harmless Company,
      its
      affiliates, and Company’s and its affiliates’ and directors, officers and
      employees from any and all liability resulting from or arising under the breach
      of this representation and warranty. This indemnify is in addition to and not
      in
      substitution of rights Company may have against Employee at common law or
      otherwise.

     

    13. Successors;
      Binding Agreement; Exclusive Remedy.

     

    (a) Summit
      FGI will require any successor (whether direct or indirect, by purchase, merger,
      consolidation or otherwise) to all or substantially all of the business stock
      and/or assets of Summit FGI, by agreement in form and substance satisfactory
      to
      Employee, to expressly assume and agree to perform this Employment Agreement.
      

     

    (b) This
      Employment Agreement and all rights of Employee hereunder shall inure to the
      benefit of and be enforceable by Employee’s personal or legal representatives,
      executors, administrators, successors, heirs, distributees, devisees, and
      legatees. If Employee should die while any amounts would still be payable to
      him
      hereunder if he had continued to live, all such amounts, unless otherwise
      provided herein, shall be paid in accordance with the terms of this Employment
      Agreement to Employee’s devisee, legatee, or other designee or, if there be no
      such designee, to Employee’s estate.

     

    (c) This
      Employment Agreement shall represent the exclusive and only remedy of Employee
      in the event a termination occurs after a Change in Control. Summit FGI and
      Employee agree that it is impossible
      to
      determine with any reasonable accuracy the amount of prospective damages to
      either party should Employee be terminated or terminate his employment during
      the term of this Employment Agreement. Summit FGI and Employee agree that the
      payment provided herein is reasonable and not a penalty, based upon the facts
      and circumstances of the parties at the time of entering this Employment
      Agreement, and with due regard to future expectations.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    14. Arbitration.
      Except
      for any dispute arising out of the obligations set forth in Paragraph 10 of
      this
      Employment Agreement, any dispute between the parties arising out of or with
      respect to this Employment Agreement or any of its provisions or Employee’s
      employment with Summit FGI shall be resolved by the sole and exclusive remedy
      of
      binding arbitration. Unless otherwise agreed by the parties, the arbitration
      shall be conducted in Moorefield, West Virginia under the auspices of, and
      in
      accordance with the rules of the American Arbitration Association. Any decision
      issued by an arbitrator in accordance with this provision shall be final and
      binding on the parties thereto and not subject to appeal or civil
      litigation.

     

    15. Notice.
      For the
      purposes of this Employment Agreement, notices, demands and other communications
      provided for in the Employment Agreement shall be in writing and shall be deemed
      to have been duly given when delivered or (unless otherwise specified) mailed
      by
      the United States registered mail, return receipt requested, postage prepaid,
      addressed as follows:

     

     If
      to Employee: _________________

                        
      _________________

                        
      _________________

     

    


     

    If
      to
      Summit FGI: Summit
      Financial Group, Inc.

     

    Attn: 
      H. Charles Maddy, III, President & CEO

    P.
      O. Box
      179

    Moorefield,
      WV  26836

     

    or
      such
      other address as any party may have furnished to the other in writing in
      accordance herewith, except that notices of change of address shall be effective
      only upon receipt.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    16. Indemnification.
      To the
      fullest extent permitted under West Virginia law and federal banking law, Summit
      FGI agrees that it will indemnify and hold Employee harmless from and against
      all costs and expenses, including without limitation, all court costs and
      attorney’s fees, incurred by Employee in defending any and all claims, demands,
      proceedings, suits or actions actually instituted or threatened by third parties
      involving this Agreement, its validity or enforceability or with respect to
      payments to be made pursuant thereto.

     

    17. Additional
      Payment by Summit FGI.
      

     

    a. Gross-Up
      Payment.
      Notwithstanding anything in this Agreement to the contrary, in the event it
      shall be determined that any payment or distribution by Summit FGI and any
      of
      its subsidiaries and affiliates to or for the benefit of Employee (whether
      paid
      or payable or distributed or distributable pursuant to this Agreement, the
      Supplemental Retirement Agreement between Summit FGI and Employee, or any other
      agreement, contract, plan or arrangement, but determined without regard to
      any
      additional payments required under this Paragraph 17) (any such payments and
      distributions collectively referred to as “Payments”), would be subject to the
      excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as
      amended, or any similar tax that may hereinafter be imposed or any interest
      and
      penalties with respect to such excise tax (such excise tax, together with any
      such interest and penalties, are hereinafter collectively referred to as the
      “Excise Tax”), then Summit FGI shall pay to Employee an additional payment (the
“Gross-Up Payment”) equal to one hundred percent (100%) of the Excise Tax and
      one hundred percent (100%) of the amount of any federal, state and local income
      taxes and Excise Tax imposed on the Gross-Up Payment.

     

    b. Determination
      of Gross-Up Payment.
      All
      determinations required to be made under this paragraph 17 including whether
      a
      Gross-Up Payment is required
      and the
      amount of such Gross-Up Payment, shall be made by the firm of independent
      accountants selected by Summit FGI to audit its financial statements (the
“Accounting Firm”) which shall provide detailed supporting calculations both to
      Summit FGI and Employee in good faith within a reasonable time period. In the
      event that the Accounting Firm is serving as accountant or auditor for the
      individual, entity or group effecting a “change in control,” Employee shall
      appoint another nationally recognized accounting firm to make the determinations
      required hereunder (which accounting firm shall then be referred to as the
      “Accounting Firm” hereunder). All fees and expenses of the Accounting Firm shall
      be borne solely by Summit FGI. Any Gross-Up Payment, as determined pursuant
      to
      this Paragraph 17, shall be paid to Employee within 30 days of the receipt
      of
      the Accounting Firm’s determination.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    18. Miscellaneous.
      No
      provisions of this Employment Agreement may be modified, waived or discharged
      unless such waiver, modification or discharge is agreed to in writing signed
      by
      Employee and authorized officers of Summit FGI. No waiver by either party hereto
      at any time of any breach by the other hereto of, or compliance with, any
      condition or provisions of this Employment Agreement to be performed by such
      other party shall be deemed a waiver of similar or dissimilar provisions or
      conditions at the same or any prior or subsequent time.

     

    19. Validity.
      The
      invalidity or unenforceability of any provision or provisions of this Employment
      Agreement shall not affect the validity or enforceability of any other
      provisions of this Employment Agreement, which shall remain in full force and
      effect.

     

    IN
      WITNESS WHEREOF, the parties have caused this Employment Agreement to be signed
      as of the day and year first above written.

     

    SUMMIT
      FINANCIAL GROUP, INC.

     

    By:
                                                               

     

    Its: