EXHIBIT 10.6
FIRST AMENDMENT TO
AMENDED DIRECTOR RETIREMENT AGREEMENT
First Amendment, dated
as of _________ __, 2008 (the "Amendment"), to the
Amended Director Retirement Agreement, dated as of March 15, 2004 (as
amended,
the "Director
Retirement
Agreement"), by and
among Citizens
South Bank (the
"Bank") and
_______________ (the
"Director").
Capitalized terms which are not
defined herein
shall have the same meaning as set forth in the Director
Retirement Agreement.
W I T N E S S E T H:
WHEREAS, the parties
desire to amend the Director Retirement Agreement to
comply with the final
regulations issued in
April 2007 by the Internal Revenue
Service under Section 409A of the Internal Revenue Code of 1986, as
amended (the
"Code"); and
WHEREAS, pursuant to
Section 8.1 of the Director Retirement Agreement, the
parties to the
Director Retirement Agreement desire to amend the Director
Retirement Agreement;
NOW,
THEREFORE,
in consideration of
the premises, the
mutual agreements
herein set forth and such other consideration the sufficiency of
which is hereby
acknowledged, the Bank and the Director hereby agree as
follows:
Section 1. Amendment
to Section 1.4 of the Director Retirement Agreement.
The definition
of Change in Control
in Section 1.4 of the Director Retirement
Agreement is hereby amended to read in its entirety as follows:
"Change in Control means a change in the ownership of Citizens South
Banking Corporation
(the "Company") or the Bank, a change in the effective
control of the
Company or the Bank or a change in the ownership of a
substantial portion of
the assets of the Company or the Bank, in each case
as
provided under Section 409A of the Code and the regulations
thereunder."
Section 2. Amendment to Section 1.5 of the Director Retirement Agreement.
The definition of Disability in Section 1.5 of the Director
Retirement Agreement
is hereby amended to read in its entirety as follows:
"Disability means
the Director (i) is unable to engage in any
substantial gainful
activity by reason of any medically determinable
physical or mental
impairment which can
be expected to result in death or
can
be expected to last for a continuous period of not less than 12
months,
or
(ii) is, by reason of
any medically
determinable
physical or mental
impairment which can
be expected to result
in death or can be expected to
last
for a continuous
period of not less than 12 months, receiving income
replacement benefits
for a period of not
less than three months
under an
accident and health agreement
<PAGE>
covering employees of
the Bank (or would be receiving such benefits if he
was
eligible to participate in such plan)."
Section 3. Amendment to Section 1.16 of the Director Retirement
Agreement.
Section 1.16 of the Director Retirement Agreement is hereby amended to
read in
its entirety as follows:
"Termination of
Service," for purposes
of this Director
Retirement
Agreement, shall mean
a "Separation from
Service" as such term is defined
in
Section 409A of the Code and the final regulations issued thereunder,
provided that
whether a Separation
from Service has occurred shall be
determined based on whether the facts and circumstances indicate that the
Bank
and the Director reasonably anticipated that no further services
would
be
performed after a
certain date or that the level of bona fide services
the
Director would perform after such date (whether as an employee or
as an
independent
contractor) would
permanently
decrease to less than fifty
percent (50%) of the average level of bona fide services performed
(whether
as
an employee or an independent contractor) over the immediately
preceding
thirty-six (36) month period (or the full period of services to the
Bank if
the
Director has been providing se
