Exhibit 10.21
FIRST AMENDMENT TO
CHANGE IN CONTROL
AGREEMENT
This First Amendment to the Change
in Control Agreement by and between Citizens Bancshares
Corporation, a bank holding company organized under the laws of the
State of Georgia (the “Company”), and Samuel J. Cox
(the “Executive”) is entered into on this
day of December, 2008 (the
“Effective Date”).
W I T N E S S E T
H
WHEREAS, the parties entered into
that certain Change in Control Agreement dated December 1,
2005 (the “Agreement”).
WHEREAS, the parties desire to amend
the Agreement to comply with the final regulations issued under
Internal Revenue Code Section 409A.
NOW, THEREFORE, in consideration of
the mutual covenants contained herein, the parties hereto agree,
effective as of the date first written above, to amend the
Agreement as follows:
1.
By deleting
Section 3(a) in its entirety and substituting therefor
the following
“(a)
Amount of Severance
Benefits . If,
within three (3) months before or two (2) years following
a Change in Control, the Executive experiences a Termination of
Employment due to either (i) an involuntarily termination by
the Company or one of its affiliates without Cause or (ii) a
resignation by the Executive for Good Reason (no later than six
(6) months after the occurrence of the most recent event
constituting Good Reason), the Company shall pay to the Executive
an amount equal to the sum of (1) one (1) times the
Executive’s annual base salary in effect at the time of the
Termination of Employment plus (2) the value of his accrued,
but unused, vacation as determined as of the effective date of his
Termination of Employment (the ‘Lump Sum
Benefit’).
In addition, to the extent permitted
by the applicable plan or program, the following employee benefits
shall continue in effect at the same level as in effect immediately
prior to the Change in Control for a period of twelve (12) months
following the Termination of Employment (the ‘Severance
Period’): (1) continuation of memberships in the
YMCA and Sam’s Club; and (2) continuation of prepaid
legal benefits.
Finally, during the Severance
Period, the Company shall pay to the Executive an amount equal to
the Executive’s cost of COBRA health continuation coverage
for the Executive and his eligible dependents for the Severance
Period or, if less, the period during which the Executive and his
eligible dependents are entitled to COBRA health continuation
coverage.
