SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report: November 17, 2008
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Citizens South Banking Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-23971 54-2069979
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
519 South New Hope Road, Gastonia, North Carolina 28054-4040
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 704-868-5200
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CRF 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Amended and Restated Employment Agreements. On November 17, 2008, Citizens
South Banking Corporation (the "Company") and Citizens South Bank (the "Bank"),
a wholly-owned subsidiary of the Company, entered into an amended and restated
employment agreement with Kim S. Price, President and Chief Executive Officer of
the Company and the Bank, and the Bank entered into amended and restated
employment agreements with James Louis Brewer, Senior Vice President of the
Bank, and Ira McDonald Flowe, Jr., Senior Vice President of the Bank
(collectively, the "Amended and Restated Employment Agreements"). The Amended
and Restated Employment Agreements supersede and replace the prior employment
agreements entered into with Messrs. Price, Brewer and Flowe.
The Amended and Restated Employment Agreements were primarily amended and
restated in order to comply with Section 409A of the Internal Revenue Code of
1986, as amended (the "Code"), including the final regulations issued by the
Internal Revenue Service. Section 409A of the Code governs the deferral of
compensation where a director, officer or employee has a legally binding right
to compensation that is payable in a future year. Section 409A imposes new
requirements with respect to deferral elections, payment events and payment
elections.
As part of the revisions to comply with Section 409A of the Code, the Bank
provided that certain cash severance payments will be delayed by six months if
Mr. Price is deemed to be a specified employee under the final regulations under
Section 409A of the Code. A specified employee is generally any employee whose
annual compensation exceeds a specified dollar amount ($150,000 for 2008), which
amount adjusts annually. Furthermore, various defined terms, including the
definitions of disability and change in control, were revised to be consistent
with Section 409A of the Code.
As amended, Mr. Price's employment agreement provides that cash severance
and other benefits will be payable upon the occurrence of a change in control.
Previously, the employment agreement required a termination of employment
following a change in control for cash severance and benefits to be payable.
Similar changes were made in the Amended and Restated Employment Agreements
between Messrs. Brewer and Flowe and the Bank. In addition, the amount of the
disability pay was increased to provide that the executive will be entitled to
his current base salary, less any amounts payable under a disability insurance
plan, for the remaining term of the employment agreement.
The foregoing description of the Amended and Restated Employment Agreements
are qualified in its entirety by reference to the Amended and Restated
Employment Agreements that are attached hereto as Exhibits 10.1, 10.2 and 10.3
of this Current Report, and is incorporated by reference into this Item 5.02.
Amended and Restated Severance Agreements. On November 17, 2008, the Bank
entered into amended and restated severance agreements with Daniel M. Boyd, IV,
Gary F. Hoskins, J. Stephen Huffstetler, Michael R. Maguire and Paul L. Teem,
Jr. (collectively, the "Amended and Restated Severance Agreements"). The Amended
and Restated Severance Agreements supersede and replace the prior severance
agreements entered into with Messrs. Boyd, Hoskins, Huffstetler, Maguire and
Teem. The Amended and Restated Severance Agreements were primarily amended in
order to comply with Section 409A of the Internal Revenue Code of 1986, as
amended (the "Code"), including the final regulations issued by the Internal
Revenue Service.
As part of the revisions to comply with Section 409A of the Code, the Bank
provided that certain cash severance payments will be delayed by six months if
the executive is deemed to be a specified employee under the final regulations
under Section 409A of the Code. A specified employee is generally any employee
whose annual compensation exceeds a specified dollar amount ($150,000 for 2008),
which amount adjusts annually.
Each Amended and Restated Severance Agreement provides that cash severance
and benefits will be payable upon a voluntary or involuntary termination of
employment following a change in control. Previously, a termination was required
to occur within twelve months of a change in control and an executive could
voluntarily terminate only under certain adverse conditions to receive cash
severance and benefits.
The foregoing description of the amendment is qualified in its entirety by
reference to the form of the amended and restated agreement which is attached
hereto as Exhibit 10.4 of this Current Report, and is incorporated by reference
into this Item 5.02.
Form of Amendment to the Salary Continuation Agreements. On November 17,
2008, the Bank entered into an amendment to the salary continuation agreements
entered into with Daniel M. Boyd, IV, Mark A. Carswell, II, Gary F. Hoskins, J.
Stephen Huffstetler, Michael R. Maguire, Kim S. Price and Paul L. Teem, Jr.,
(collectively, the "Salary Continuation Agreements"). The Salary Continuation
Agreements were primarily amended in order to comply with Section 409A of the
Internal Revenue Code of 1986, as amended (the "Code"), including the final
regulations issued by the Internal Revenue Service.
As part of the revisions to comply with Section 409A of the Code, the Bank
provided that certain cash severance payments will be delayed by six months if
the executive is deemed to be a specified employee under the final regulations
under Section 409A of the Code. A specified employee is generally any employee
whose annual compensation exceeds a specified dollar
amount ($150,000 for 2008),which amount adjusts annually. Various defined terms,
including the definitions of disability, good reason and change in control, were
revised to be consistent with Section 409A of the Code.
The Bank also deleted a provision that would have otherwise allowed a
benefit to be paid at an earlier time, in order to comply with Section 409A of
the Code.
The foregoing description of the amendment is qualified in its entirety by
reference to the form of the amendment attached hereto as Exhibit 10.5 of this
Current Report, and is incorporated by reference into this Item 5.02.
Form of Amendment to the Director Agreements. On November 17, 2008, the
Bank entered into an amendment to the director agreements entered into with
James J. Fuller, David W. Hoyle, Sr., Charles D. Massey, Eugene R. Matthews, II,
and Ben R. Rudisill, II (collectively, the "Director Agreements"). The Director
Agreements were primarily amended in order to comply with Section 409A of the
Internal Revenue Code of 1986, as amended (the "Code"), including the final
regulations issued by the Internal Revenue Service.
As part of the revisions to comply with Section 409A of the Code, the Bank
revised various defined terms, including the definitions of disability and
change in control, to be consistent with Section 409A of the Code.
The foregoing description of the amendment is qualified in its entirety by
reference to the form of the amendment attached hereto as Exhibit 10.6 of this
Current Report, and is incorporated by reference into this Item 5.02.
Form of Amendment to the Director Compensation Agreements. On November 17,
2008, the Bank entered into an amendment to the amended deferred compensation
and income continuation agreements entered into with James J. Fuller, David W.
Hoyle, Sr., Charles D. Massey and Ben R. Rudisill, II (collectively, the
"Director Compensation Agreements"). The Director Compensation Agreements were
primarily amended in order to comply with Section 409A of the Internal Revenue
Code of 1986, as amended (the "Code"), including the final regulations issued by
the Internal Revenue Service.
As part of the revisions to comply with Section 409A of the Code, the Bank
revised various defined terms, including the definitions of diability and change
in control, to be consistent with Section 409A of the Code.
The foregoing description of the amendment is qualified in its entirety by
reference to the form of the amendment attached hereto as Exhibit 10.7 of this
Current Report, and is incorporated by reference into this Item 5.02.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired: None
(b) Pro Forma Financial Information: None
(c) Shell Company Transactions. None
(d) Exhibits:
Exhibit Number Description
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Exhibit 10.1 Amended and Restated Employment Agreement
between Citizens South Bank and Kim S. Price,
dated November 17, 2008.
Exhibit 10.2 Amended and Restated Employment Agreement
between Citizens South Bank and James Louis
Brewer, dated November 17, 2008.
Exhibit 10.3 Amended and Restated Employment Agreement
between Citizens South Bank and Ira McDonald
Flowe, Jr., dated November 17, 2008.
Exhibit 10.4 Form of Amended and Restated Severance
Agreements between Citizens South Bank and
certain officers, dated November 17, 2008.
Exhibit 10.5 Form of Amendment to the Salary Continuation
Agreement between Citizens South Bank and
certain officers, dated November 17, 2008.
Exhibit 10.6 Form of Amendment to the Director Retirement
Agreement between Citizens South Bank and
certain directors, dated November 17, 2008.
Exhibit 10.7 Form of Amendment to the Director Compensation
Agreement between Citizens South Bank and
certain directors, dated November 17, 2008.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
CITIZENS SOUTH BANKING CORPORATION
DATE: November 17, 2008 By: /s/ Kim S. Price
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Kim S. Price
President and Chief Executive Officer
By: /s/ Gary F. Hoskins
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Gary F. Hoskins
Chief Financial Officer