exv10w59






EXHIBIT 10.59




SALARY STOCK AGREEMENT




     THIS SALARY STOCK AGREEMENT (the “Agreement”) is made as of the       day of                     ,                     , by and between Citizens Republic Bancorp, Inc. (the “Company”) and the undersigned grantee
(the “Grantee”), pursuant to the Citizens Republic Bancorp, Inc. Stock Compensation Plan (the
“Plan”). Capitalized terms not defined in this Agreement shall have the meanings respectively
ascribed to them in the Plan.



     WHEREAS, prior to the Grant Date, the Company received funding under the U. S. Treasury’s
Capital Purchase Program and became subject to the Troubled Asset Relief Program and certain
associated compensation restrictions under the Emergency Economic Stabilization Act of 2008, as
amended by the American Recovery and Reinvestment Act of 2009, and rules, regulations, programs and
interpretations promulgated thereunder, including the Standards for Compensation and Corporate
Governance and Interim Final Rule, as they may be amended from time to time (in the aggregate,
“TARP”), and this award is subject to such compensation restrictions;



     WHEREAS, the Committee has determined that a percentage of Grantee’s 2010 salary increase
shall be paid in the form of Restricted Stock under the Plan, net of applicable withholdings.



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, it is agreed between the parties as follows:



     1. Salary Stock Award. Subject to the terms and conditions hereof and of the Plan,
$_______ (the “Total Salary Shares Amount”), representing _______% of the Grantee’s 2010 salary
increase, shall be paid from the Plan in the form of fully Vested Restricted Stock, subject to the
transfer restrictions set forth below (the “Salary Shares”), net of applicable withholdings.



     2. Grant Terms. The Salary Shares shall be issued in 26 periodic installments,
corresponding to the Company’s bi-weekly payroll dates, commencing May 20, 2010, each payroll date
individually constituting a Grant Date. The number of Salary Shares to be issued on a payroll date
shall be determined by dividing the Total Salary Shares Amount by 26, subtracting minimum
applicable tax withholdings (such result being referred to as the “Bi-Weekly Amount”), and dividing
the Bi-Weekly amount by the Fair Market Value as of the Grant Date. Applicable tax withholdings
shall be remitted by the Company to the appropriate taxing authorities in cash. If any fractional
share results from the calculation, the number of shares issued shall be rounded down to the
nearest whole number and the fraction shall be disregarded.



     3. Restrictions on Transfer. (a) Salary Shares shall not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated prior to the close of business on the
earlier of the Grantee’s (i) death, (ii) Disability, (iii) retirement or (iv) termination of
employment that would entitle Grantee to severance payments pursuant to the provisions of the
Company’s Severance Pay Plan, as in effect from time to time (the “Severance Pay Plan”), or (v) May
4, 2012, at which time the transfer restrictions on the Salary Shares provided herein shall lapse,
and the shares shall be freely transferable. For purposes of this Agreement, notwithstanding the
definition in the Plan, “retirement” shall mean Grantee’s cessation of employment for reasons other
than Cause following the later of Grantee’s 55th birthday and completion of five years
of employment with the Company or an Affiliate. Further, all transfer restrictions shall lapse in
the event of a Change in Control. In the event of Grantee’s separation from service for reasons
other than those described in this paragraph, the shares shall remain subject to the restrictions
set forth in this Section 3. Grantee’s right to future grants under this Agreement shall
immediately terminate upon separation from service, except that Grantee shall be entitled to
receive a final grant of Salary Shares with respect to compensation that had accrued as of the
separation date but had not been paid.



     (b) Until the lapse of the transfer restrictions described in Section 3 on any Salary Shares,
any certificate evidencing such Salary Shares shall carry the following restrictive legend:




The sale or other transfer of the shares of stock represented by this
certificate, whether voluntary, involuntary or by operation of law, is
subject to certain restrictions on transfer set forth in the Citizens
Republic Bancorp, Inc. Stock Compensation Plan (the “Plan”), rules and
administrative guidelines adopted pursuant to such Plan and
an Agreement dated as of May 4, 2010. A copy of the Plan, such rules
and such Agreement may be obtained from the Secretary of Citizens
Republic Bancorp, Inc.



59









 





     (c) The Company reserves the right to place stop transfer instructions on shares which are
subject to the restrictions described in Section 3 of this Agreement. Grantee shall be entitled to
removal of such legend and stop transfer instructions at the time or times provided by, and in
accordance with, Section 10.3 of the Plan.



     4. Clawback. Grantee acknowledges that Salary Shares received pursuant to this
Agreement are subject to all applicable clawback policies of the Company, including but not limited
to recovery or “clawback” by the Company if the lapse of restrictions on Salary Shares violates
TARP. Grantee acknowledges that this Agreement may be amended as necessary to comply with the
requirements and/or limitations under TARP or any other federal requirements, which could include
cancellation of all or a portion of the Salary Shares.



     5. Code Section 409A. It is intended that this Agreement and the Salary Shares
granted hereunder shall be exempt from or in compliance with Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”). If Salary Shares become subject to taxation under Code
Section 409A, Grantee agrees that the Company, without the consent of Grantee, may modify this
Agreement to the extent and in a manner that the Company deems necessary or advisable or shall take
such other action or actions, including an amendment or action with retroactive effect, which the
Company deems appropriate to keep the Salary Shares from being subject to Code Section 409A or to
amend the Agreement to comply with Code Section 409A.



     6. Non-Assignability of Agreement. The rights to receive Salary Shares under this
Agreement shall not be transferable. No purported assignment or transfer of this Agreement, or of
the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise,
shall vest in the purported assignee or transferee any interest or right whatsoever.



     7. Rights as Shareholder. Grantee shall be considered the record owner of the Salary
Shares and shall have all the rights of a shareholder (including voting and dividend rights) with
respect to the Salary Shares commencing on the Grant Date. Notwithstanding the foregoing, if any
dividends or distributions are paid in shares of Common Stock while the transfer restrictions
imposed by Section 3 are in effect, the shares received in connection with such dividend or other
distribution shall be subject to the same restrictions on transferability as the Salary Shares with
respect to which they were paid.



     8. Withholding. No later than the date as of which a portion of the Total Salary
Shares Amount first becomes includible in the gross income of Grantee for federal income tax
purposes, Grantee authorizes the Company to withhold from such portion to satisfy any associated
income and employment tax withholding obligations prior to issuing Salary Shares in connection with
such portion. If Grantee is no longer employed by the Company at the time any applicable taxes are
due and must be remitted by the Company, Grantee agrees to pay applicable taxes to the Company.



     9. Notices. Every notice relating to this Agreement shall be in writing and if given
by mail shall be given by registered or certified mail with return receipt requested. All notices
to the Company shall be delivered to the Secretary of the Company at the Company’s headquarters.
All notices by the Company to Grantee shall be delivered to Grantee personally or addressed to
Grantee at Grantee’s last residence address as then contained in the records of the Company or such
other address as Grantee may designate. Either party by notice to the other may designate a
different address to which notices shall be addressed. Any notice given by the Company to Grantee
at Grantee’s last designated address shall be effective to bind any other person who shall acquire
rights hereunder.



     10. Governing Law. This Agreement (a) shall be governed by and construed in
accordance with the laws of the State of Michigan without giving effect to conflict of laws, and
(b) is not valid unless it has been signed by Grantee and the Company.



     11. Provisions of Plan Controlling. The provisions of this Agreement are subject to
the terms and provisions of the Plan. Except to the extent expressly provided in this Agreement
and permitted by the Plan, in the event of any conflict between the provisions of this Agreement
and the provisions of the Plan, the provisions of the Plan shall control. Capitalized terms used
in this Agreement but not otherwise defined shall have the meaning ascribed to them in the Plan.



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.



	 	 	 	 	 	 	 

	 
	GRANTEE	 	CITIZENS REPUBLIC BANCORP, INC.
	 
	 	 	By: 	 
	 
	 	 	 
	 	 	 	 	 	Its:






60









 






Appendix to Salary Stock Agreement




The form of this Agreement was used in connection with the May 4, 2010 grant of shares of Company
common stock as payment of base salary in the amounts listed to the following Named Executive
Officers.




	 	 	 	 	 
	Name of Executive Officer	 	Dollar Amount of Grant	 
	Cathleen H. Nash
	 	$	200,000	 
	 
	Judith L. Klawinski
	 	$	40,000	 






61