December 12, 2008 Mr. Kim S. Price
December
12, 2008
▇▇. ▇▇▇
▇. ▇▇▇▇▇
President
and Chief Executive Officer
c/o Citizens South Banking Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
c/o Citizens South Banking Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Deal Mr.
Price:
Citizens
South Banking Corporation (the “Company”) anticipates entering into a
Securities Purchase Agreement (the “Participation Agreement”) with the United States Department of
Treasury (“Treasury”) that provides for the Company’s
participation in the Treasury’s TARP Capital Purchase Program (the “CPP”). If the Company does not participate
or ceases at any time to participate in the CPP, this letter shall be of no
further force and effect.
For the
Company to participate in the CPP and as a condition to the closing of the
investment contemplated by the Participation Agreement, the Company is required
to establish specified standards for incentive compensation to its senior
executive officers and to make changes to its compensation arrangements. To
comply with these requirements, and in consideration of the benefits that you
will receive as a result of the Company’s participation in the CPP, you agree as
follows:
|
|
(1)
|
No Golden Parachute Payments.
The Company is prohibiting any golden parachute payment to you
during any “CPP
Covered Period.”
A “CPP Covered Period”
is any period during which (A) you are a senior executive officer
and (B) Treasury holds an equity or debt position acquired from the
Company in the CPP.
|
|
|
(2)
|
Recovery of Bonus and
Incentive Compensation. Any bonus and incentive compensation paid
to you during a CPP Covered Period is subject to recovery or “clawback”
by the Company if the payments were based on materially inaccurate
financial statements or any other materially inaccurate performance metric
criteria.
|
|
|
(3)
|
Compensation Program
Amendments. Each of the Company’s compensation, bonus, incentive
and other benefit plans, arrangements and agreements (including golden
parachute, severance and employment agreements) either currently or
hereinafter in effect and including all amendments thereto (collectively,
“Benefit Plans”) with respect to you is hereby
amended to the extent necessary to give effect to provisions (1) and
(2).
|
UST
Sequence No. 195
|
▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇
|
▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (▇▇▇)
▇▇▇-▇▇▇▇
|
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
|
Post
Office Box 2249 Gastonia, North Carolina
28053-2249
▇▇▇ ▇.
▇▇▇▇▇
December
12, 2008
Page
2
In
addition, the Company is required to review its Benefit Plans to ensure that
they do not encourage senior executive officers to take unnecessary and
excessive risks that threaten the value of the Company. To the extent any such
review requires revisions to any Benefit Plan with respect to you, you and the
Company agree to negotiate such changes promptly and in good faith.
|
(4)
|
Definitions and
Interpretation. This letter shall be interpreted as
follows:
|
|
|
•
|
“Senior
executive officer”
means the Company’s
“senior
executive officers”
as defined in subsection 111(b)(3) of
EESA.
|
|
|
•
|
“Golden
parachute payment”
is used with same meaning as in Section 111(b)(2)(C) of
EESA.
|
|
|
•
|
“EESA”
means the Emergency Economic Stabilization Act of 2008 as implemented by
guidance or regulation issued by the Department of the Treasury and as
published in the Federal Register on October 20,
2008.
|
|
|
•
|
The
term “Company”
includes any entities treated as a single employer with the Company under
31 C.F.R. § 30.1(b) (as in effect on the Closing Date). You are also
delivering a waiver pursuant to the Participation Agreement, and, as
between the Company and you, the term “employer”
in that waiver will be deemed to mean the Company as used in this
letter.
|
|
|
•
|
The
term “CPP
Covered Period”
shall be limited by, and interpreted in a manner consistent with, 31
C.F.R. § 30.11 (as in effect on the Closing
Date).
|
|
|
•
|
Provisions
(1) and (2) of this letter are intended to, and will be interpreted,
administered and construed to, comply with Section 111 of EESA (and, to
the maximum extent consistent with the preceding, to permit operation of
the Benefit Plans in accordance with their terms before giving effect
to this letter).
|
|
(5)
|
Miscellaneous. To
the extent not subject to federal law, this letter will be governed by and
construed in accordance with the laws of North Carolina. This letter may
be executed in two or more counterparts, each of which will be deemed to
be an original. A signature transmitted by facsimile will be deemed an
original signature.
|
UST
Sequence No.195
▇▇▇ ▇.
▇▇▇▇▇
December
12, 2008
Page
3
The Board
appreciates the concessions you are making and looks forward to your continued
leadership during these financially turbulent times.
|
Yours
sincerely,
|
|
|
CITIZENS
SOUTH BANKING CORPORATION
|
|
|
By:
|
/s/
▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
|
|
Name:
|
▇▇▇▇
▇. ▇▇▇▇, ▇▇.
|
|
Title:
|
Executive
Vice President, Chief
|
|
Administrative
Officer and
Secretary
|
|
|
Intending
to be legally bound, I agree with and accept the foregoing terms on the
date set forth below.
|
|
/s/
▇▇▇ ▇. ▇▇▇▇▇
|
|
▇▇▇
▇. ▇▇▇▇▇
|
|
Date:
December 12, 2008
|
UST
Sequence No.195
December
12, 2008
▇▇▇▇ ▇.
▇▇▇▇▇▇▇
Executive
Vice President, Treasurer
and Chief
Financial Officer
c/o
Citizens South Banking Corporation
▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇
Gastonia,
North Carolina 28054-4040
Dear
▇▇▇▇,
Citizens
South Banking Corporation (the “Company”) anticipates entering into a
Securities Purchase Agreement (the “Participation Agreement”) with the United States Department of
Treasury (“Treasury”) that provides for the Company’s
participation in the Treasury’s TARP Capital Purchase Program (the “CPP”). If the Company does not participate
or ceases at any time to participate in the CPP, this letter shall be of no
further force and effect.
For the
Company to participate in the CPP and as a condition to the closing of the
investment contemplated by the Participation Agreement, the Company is required
to establish specified standards for incentive compensation to its senior
executive officers and to make changes to its compensation arrangements. To
comply with these requirements, and in consideration of the benefits that you
will receive as a result of the Company’s participation in the CPP, you agree as
follows:
|
|
(1)
|
No Golden Parachute Payments.
The Company is prohibiting any golden parachute payment to you
during any “CPP
Covered Period.”
A “CPP Covered Period”
is any period during which (A) you are a senior executive officer
and (B) Treasury holds an equity or debt position acquired from the
Company in the CPP.
|
|
|
(2)
|
Recovery of Bonus and
Incentive Compensation. Any bonus and incentive compensation paid
to you during a CPP Covered Period is subject to recovery or “clawback”
by the Company if the payments were based on materially inaccurate
financial statements or any other materially inaccurate performance metric
criteria.
|
|
|
(3)
|
Compensation Program
Amendments. Each of the Company’s compensation, bonus, incentive
and other benefit plans, arrangements and agreements (including golden
parachute, severance and employment agreements) either currently or
hereinafter in effect and including all amendments thereto (collectively,
“Benefit Plans”) with respect to you is hereby
amended to the extent necessary to give effect to provisions (1) and
(2).
|
UST
Sequence No. 195
|
▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇
|
▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (▇▇▇)
▇▇▇-▇▇▇▇
|
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
|
Post
Office Box 2249 Gastonia, North Carolina
28053-2249
▇▇▇▇ ▇.
▇▇▇▇▇▇▇
December
12, 2008
Page
2
In
addition, the Company is required to review its Benefit Plans to ensure that
they do not encourage senior executive officers to take unnecessary and
excessive risks that threaten the value of the Company. To the extent any such
review requires revisions to any Benefit Plan with respect to you, you and the
Company agree to negotiate such changes promptly and in good faith.
|
(4)
|
Definitions and
Interpretation. This letter shall be interpreted as
follows:
|
|
|
•
|
“Senior
executive officer”
means the Company’s “senior
executive officers”
as defined in subsection 111(b)(3) of
EESA.
|
|
|
•
|
“Golden
parachute payment”
is used with same meaning as in Section 111(b)(2)(C) of
EESA.
|
|
|
•
|
“EESA”
means the Emergency Economic Stabilization Act of 2008 as implemented by
guidance or regulation issued by the Department of the Treasury and as
published in the Federal Register on October 20,
2008.
|
|
|
•
|
The
term “Company”
includes any entities treated as a single employer with the Company under
31 C.F.R. § 30.1(b) (as in effect on the Closing Date). You are also
delivering a waiver pursuant to the Participation Agreement, and, as
between the Company and you, the term “employer”
in that waiver will be deemed to mean the Company as used in this
letter.
|
|
|
•
|
The
term “CPP
Covered Period”
shall be limited by, and interpreted in a manner consistent with, 31
C.F.R. § 30.11 (as in effect on the Closing
Date).
|
|
|
•
|
Provisions
(1) and (2) of this letter are intended to, and will be interpreted,
administered and construed to, comply with Section 111 of EESA (and, to
the maximum extent consistent with the preceding, to permit operation of
the Benefit Plans in accordance with their terms before giving effect to
this letter).
|
|
|
(5)
|
Miscellaneous.
To the extent not subject to federal law, this letter will be governed by
and
construed in accordance with the laws of North Carolina. This letter may
be executed
in two or more counterparts, each of which will be deemed to be an
original. A
signature transmitted by facsimile will be deemed an original
signature.
|
UST
Sequence No. 195
▇▇▇▇ ▇.
▇▇▇▇▇▇▇
December
12, 2008
Page
3
The Board
appreciates the concessions you are making and looks forward to your continued
leadership during these financially turbulent times.
|
Yours
sincerely,
|
|
|
CITIZENS
SOUTH BANKING CORPORATION
|
|
|
By:
|
/s/
▇▇▇ ▇. ▇▇▇▇▇
|
|
Name:
|
▇▇▇
▇. ▇▇▇▇▇
|
|
Title:
|
President
and Chief Executive
Officer
|
|
Intending
to be legally bound, I agree with and accept the foregoing terms on the
date set forth below.
|
|
/s/
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
|
|
▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
|
Date:
December 12, 2008
|
UST
Sequence No. 195
December
12, 2008
▇▇▇▇▇▇ ▇.
▇▇▇▇, ▇▇
Executive
Vice President and Chief Operating Officer
c/o
Citizens South Banking Corporation
▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇
Gastonia,
North Carolina 28054-4040
Dear
▇▇▇▇▇▇,
Citizens
South Banking Corporation (the “Company”) anticipates entering into a
Securities Purchase Agreement (the “Participation Agreement”) with the United States Department of
Treasury (“Treasury”) that provides for the Company’s
participation in the Treasury’s TARP Capital Purchase Program (the “CPP”). If the Company does not participate
or ceases at any time to participate in the CPP, this letter shall be of no
further force and effect.
For the
Company to participate in the CPP and as a condition to the closing of the
investment contemplated by the Participation Agreement, the Company is required
to establish specified standards for incentive compensation to its senior
executive officers and to make changes to its compensation arrangements. To
comply with these requirements, and in consideration of the benefits that you
will receive as a result of the Company’s participation in the CPP, you agree as
follows:
|
|
(1)
|
No Golden Parachute Payments.
The Company is prohibiting any golden parachute payment to you
during any “CPP
Covered Period.”
A “CPP Covered Period”
is any period during which (A) you are a senior executive officer
and (B) Treasury holds an equity or debt position acquired from the
Company in the CPP.
|
|
|
(2)
|
Recovery of Bonus and
Incentive Compensation. Any bonus and incentive compensation paid
to you during a CPP Covered Period is subject to recovery or “clawback”
by the Company if the payments were based on materially inaccurate
financial statements or any other materially inaccurate performance metric
criteria.
|
|
|
(3)
|
Compensation Program
Amendments. Each of the Company’s compensation, bonus, incentive
and other benefit plans, arrangements and agreements (including golden
parachute, severance and employment agreements) either currently or
hereinafter in effect and including all amendments thereto (collectively,
“Benefit Plans”) with respect to you is hereby
amended to the extent necessary to give effect to provisions (l) and
(2).
|
UST
Sequence No. 195
|
▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇
|
▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (▇▇▇)
▇▇▇-▇▇▇▇
|
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
|
Post
Office Box 2249 Gastonia, North Carolina
28053-2249
▇▇▇▇▇▇ ▇.
▇▇▇▇, ▇▇
December
12, 2008
Page
2
In
addition, the Company is required to review its Benefit Plans to ensure that
they do not encourage senior executive officers to take unnecessary and
excessive risks that threaten the value of the Company. To the extent any such
review requires revisions to any Benefit Plan with respect to you, you and the
Company agree to negotiate such changes promptly and in good faith.
|
(4)
|
Definitions and
Interpretation. This letter shall be interpreted as
follows:
|
|
|
•
|
“Senior
executive officer”
means the Company’s “senior
executive officers”
as defined in subsection 111(b)(3) of
EESA.
|
|
|
•
|
“Golden
parachute payment”
is used with same meaning as in Section 111(b)(2)(C) of
EESA.
|
|
|
•
|
“EESA”
means the Emergency Economic Stabilization Act of 2008 as implemented by
guidance or regulation issued by the Department of the Treasury and as
published in the Federal Register on October 20,
2008.
|
|
|
•
|
The
term “Company”
includes any entities treated as a single employer with the Company under
31 C.F.R. § 30.1(b) (as in effect on the Closing Date). You are also
delivering a waiver pursuant to the Participation Agreement, and, as
between the Company and you, the term “employer”
in that waiver will be deemed to mean the Company as used in this
letter.
|
|
|
•
|
The
term “CPP
Covered Period”
shall be limited by, and interpreted in a manner consistent with, 31
C.F.R. § 30.11 (as in effect on the Closing
Date).
|
|
|
•
|
Provisions
(1) and (2) of this letter are intended to, and will be interpreted,
administered and construed to, comply with Section 111 of EESA (and, to
the maximum extent consistent with the preceding, to permit operation of
the Benefit Plans in accordance with their terms before giving effect to
this letter).
|
|
|
(5)
|
Miscellaneous.
To the extent not subject to federal law, this letter will be governed by
and
construed in accordance with the laws of North Carolina. This letter may
be executed
in two or more counterparts, each of which will be deemed to be an
original. A
signature transmitted by facsimile will be deemed an original
signature.
|
UST
Sequence No. 195
▇▇▇▇▇▇ ▇.
▇▇▇▇, ▇▇
December
12, 2008
Page
3
The Board
appreciates the concessions you are making and looks forward to your continued
leadership during these financially turbulent times.
|
Yours
sincerely,
|
|
|
CITIZENS
SOUTH BANKING CORPORATION
|
|
|
By:
|
/s/
▇▇▇ ▇. ▇▇▇▇▇
|
|
Name:
|
▇▇▇
▇. ▇▇▇▇▇
|
|
Title:
|
President
and Chief Executive
Officer
|
|
Intending
to be legally bound, I agree with and accept the foregoing terms on the
date set forth below.
|
|
/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇
|
|
▇▇▇▇▇▇
▇. ▇▇▇▇, ▇▇
|
|
Date:
December 12, 2008
|
UST
Sequence No. 195
December
12, 2008
▇▇▇ ▇.
▇▇▇▇▇, ▇▇.
Senior
Vice President
c/o
Citizens South Banking Corporation
▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇
Gastonia,
North Carolina 28054-4040
Dear
▇▇▇,
Citizens
South Banking Corporation (the “Company”) anticipates entering into a
Securities Purchase Agreement (the “Participation
Agreement”) with the United States Department of
Treasury (“Treasury”) that provides for the Company’s
participation in the Treasury’s TARP Capital Purchase Program (the “CPP”). If the Company does not participate
or ceases at any time to participate in the CPP, this letter shall be of no
further force and effect.
For the
Company to participate in the CPP and as a condition to the closing of the
investment contemplated by the Participation Agreement, the Company is required
to establish specified standards for incentive compensation to its senior
executive officers and to make changes to its compensation arrangements. To
comply with these requirements, and in consideration of the benefits that you
will receive as a result of the Company’s participation in the CPP, you agree as
follows:
|
|
(1)
|
No Golden Parachute Payments.
The Company is prohibiting any golden parachute payment to you
during any “CPP
Covered Period.”
A “CPP Covered Period”
is any period during which (A) you are a senior executive officer
and (B) Treasury holds an equity or debt position acquired from the
Company in the CPP.
|
|
|
(2)
|
Recovery of Bonus and
Incentive Compensation. Any bonus and incentive compensation paid
to you during a CPP Covered Period is subject to recovery or “clawback”
by the Company if the payments were based on materially inaccurate
financial statements or any other materially inaccurate performance metric
criteria.
|
|
|
(3)
|
Compensation Program
Amendments. Each of the Company’s compensation, bonus, incentive
and other benefit plans, arrangements and agreements (including golden
parachute, severance and employment agreements) either currently or
hereinafter in effect and including all amendments thereto (collectively,
“Benefit Plans”) with respect to you is hereby
amended to the extent necessary to give effect to provisions (1) and
(2).
|
UST
Sequence No. 195
|
▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇
|
▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (▇▇▇)
▇▇▇-▇▇▇▇
|
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
|
Post
Office Box 2249 Gastonia, North Carolina
28053-2249
▇▇▇ ▇.
▇▇▇▇▇, ▇▇.
December
12, 2008
Page
2
In
addition, the Company is required to review its Benefit Plans to ensure that
they do not encourage senior executive officers to take unnecessary and
excessive risks that threaten the value of the Company. To the extent any such
review requires revisions to any Benefit Plan with respect to you, you and the
Company agree to negotiate such changes promptly and in good faith.
|
(4)
|
Definitions and
Interpretation. This letter shall be interpreted as
follows:
|
|
|
•
|
“Senior
executive officer”
means the Company’s “senior
executive officers”
as defined in subsection 111(b)(3) of
EESA.
|
|
|
•
|
“Golden
parachute payment”
is used with same meaning as in Section 111(b)(2)(C) of
EESA.
|
|
|
•
|
“EESA”
means the Emergency Economic Stabilization Act of 2008 as implemented by
guidance or regulation issued by the Department of the Treasury and as
published in the Federal Register on October 20,
2008.
|
|
|
•
|
The
term “Company”
includes any entities treated as a single employer with the Company under
31 C.F.R. § 30.1(b) (as in effect on the Closing Date). You are also
delivering a waiver pursuant to the Participation Agreement, and, as
between the Company and you, the term “employer”
in that waiver will be deemed to mean the Company as used in this
letter.
|
|
|
•
|
The
term “CPP
Covered Period”
shall be limited by, and interpreted in a manner consistent with, 31
C.F.R. § 30.11 (as in effect on the Closing
Date).
|
|
|
•
|
Provisions
(1) and (2) of this letter are intended to, and will be interpreted,
administered and construed to, comply with Section 111 of EESA (and, to
the maximum extent consistent with the preceding, to permit operation of
the Benefit Plans in accordance with their terms before giving effect to
this letter).
|
|
|
(5)
|
Miscellaneous.
To the extent not subject to federal law, this letter will be governed by
and
construed in accordance with the laws of North Carolina. This letter may
be executed
in two or more counterparts, each of which will be deemed to be an
original. A
signature transmitted by facsimile will be deemed an original
signature.
|
UST
Sequence No. 195
▇▇▇ ▇.
▇▇▇▇▇, ▇▇.
December
12, 2008
Page
3
The Board
appreciates the concessions you are making and looks forward to your continued
leadership during these financially turbulent times.
|
Yours
sincerely,
|
|
|
CITIZENS
SOUTH BANKING CORPORATION
|
|
|
By:
|
/s/
▇▇▇ ▇. ▇▇▇▇▇
|
|
Name:
|
▇▇▇
▇. ▇▇▇▇▇
|
|
Title:
|
President
and Chief Executive
Officer
|
|
Intending
to be legally bound, I agree with and accept the foregoing terms on the
date set forth below.
|
|
/s/
▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
|
|
▇▇▇
▇. ▇▇▇▇▇, ▇▇.
|
|
Date:
December 12, 2008
|
UST
Sequence No. 195
December
12, 2008
▇▇▇▇ ▇.
▇▇▇▇, ▇▇.
Executive
Vice President, Chief
Administrative
Officer and Secretary
c/o
Citizens South Banking Corporation
▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇
Gastonia,
North Carolina 28054-4040
Dear
▇▇▇▇,
Citizens
South Banking Corporation (the “Company”) anticipates entering into a
Securities Purchase Agreement (the “Participation Agreement”)
with the United States Department of Treasury (“Treasury”)
that provides for the Company’s participation in the Treasury’s TARP
Capital Purchase Program (the “CPP”).
If the Company does not participate or ceases at any time to participate
in the CPP, this letter shall be of no further force and effect.
For the
Company to participate in the CPP and as a condition to the closing of the
investment contemplated by the Participation Agreement, the Company is required
to establish specified standards for incentive compensation to its senior
executive officers and to make changes to its compensation arrangements. To
comply with these requirements, and in consideration of the benefits that you
will receive as a result of the Company’s participation in the CPP, you agree as
follows:
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(1)
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No Golden Parachute Payments.
The Company is prohibiting any golden parachute payment to you
during any “CPP Covered Period.” A “CPP Covered Period” is any period during which (A)
you are a senior executive officer and (B) Treasury holds an equity or
debt position acquired from the Company in the
CPP.
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(2)
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Recovery of Bonus and
Incentive Compensation. Any bonus and incentive compensation paid
to you during a CPP Covered Period is subject to recovery or
“clawback” by the Company if the payments
were based on materially inaccurate financial statements or any other
materially inaccurate performance metric
criteria.
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(3)
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Compensation Program
Amendments. Each of the Company’s compensation, bonus, incentive
and other benefit plans, arrangements and agreements (including golden
parachute, severance and employment agreements) either currently or
hereinafter in effect and including all amendments thereto (collectively,
“Benefit Plans”) with respect to you is hereby
amended to the extent necessary to give effect to provisions (I) and
(2).
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Sequence No. 195
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (▇▇▇)
▇▇▇-▇▇▇▇
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Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
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Post
Office Box 2249 Gastonia, North Carolina
28053-2249
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▇▇▇▇, ▇▇.
December
12, 2008
Page
2
In
addition, the Company is required to review its Benefit Plans to ensure that
they do not encourage senior executive officers to take unnecessary and
excessive risks that threaten the value of the Company. To the extent any such
review requires revisions to any Benefit Plan with respect to you, you and the
Company agree to negotiate such changes promptly and in good faith.
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(4)
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Definitions and
Interpretation. This letter shall be interpreted as
follows:
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•
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“Senior
executive officer” means the Company’s “senior executive officers” as
defined in subsection 111(b)(3) of
EESA.
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•
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“Golden
parachute payment” is used with same meaning as in Section 111(b)(2)(C) of
EESA.
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•
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“EESA”
means the Emergency Economic Stabilization Act of 2008 as implemented by
guidance or regulation issued by the Department of the Treasury and as
published in the Federal Register on October 20,
2008.
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•
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The
term “Company” includes any entities treated as a single employer with the
Company under 31 C.F.R. § 30.1(b) (as in effect on the Closing Date). You
are also delivering a waiver pursuant to the Participation Agreement, and,
as between the Company and you, the term “employer” in that waiver will be
deemed to mean the Company as used in this
letter.
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•
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The
term “CPP Covered Period” shall be limited by, and interpreted in a manner
consistent with, 31 C.F.R. § 30.11 (as in effect on the Closing
Date).
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•
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Provisions
(1) and (2) of this letter are intended to, and will be interpreted,
administered and construed to, comply with Section 111 of EESA (and, to
the maximum extent consistent with the preceding, to permit operation of
the Benefit Plans in accordance with their terms before giving effect to
this letter).
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(5)
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Miscellaneous.
To the extent not subject to federal law, this letter will be governed by
and construed in accordance with the laws of North Carolina. This letter
may be executed in two or more counterparts, each of which will be deemed
to be an original. A signature transmitted by facsimile will be deemed an
original signature.
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Sequence No. 195
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December
12,2008
Page
3
The Board appreciates the
concessions you are making and looks forward to your continued leadership during
these financially turbulent times.
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Yours
sincerely,
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CITIZENS
SOUTH BANKING CORPORATION
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By:
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/s/
▇▇▇ ▇. ▇▇▇▇▇
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Name:
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▇▇▇
▇. ▇▇▇▇▇
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Title:
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President
and Chief Executive
Officer
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Intending
to be legally bound, I agree with and accept the foregoing terms on the
date set forth below.
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/s/
▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
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▇▇▇▇
▇. ▇▇▇▇, ▇▇.
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Date:
December 12, 2008
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UST
Sequence No. 195