EX-10.44











EXHIBIT 10.44




AGREEMENT




          THIS AGREEMENT is made this 4th day of November, 2008 between Clinton A. Sampson, an Executive
of Citizens Republic Bancorp, Inc (hereinafter “Executive”) and Citizens Republic Bancorp, Inc. on
behalf of itself and its direct and indirect subsidiaries (hereinafter “Citizens”).




RECITALS




     A. Executive is currently employed as a full time employee of Citizens and in the capacity of
Executive Vice President and Vice Chairman-Commercial Banking;



     B. Effective January 1, 2009, Executive will become employed by Citizens on a reduced hours
basis in the capacity of Commercial Banking Consulting Advisor;



     C. Executive and Citizens agree that Executive should be compensated for agreeing to
transition to a lesser paying reduced hours position;



     D. Executive has been given the opportunity to review this Agreement, and to consult legal
counsel if desired; and



     E. Executive and Citizens, without any admission of liability, desire to settle with finality,
compromise, dispose of, and release all claims and demands asserted or which could be asserted by
Executive arising out of the employment of Executive and his transition from full time employment
to part time employment.



     F. Executive and Citizens also desire to set forth in this Agreement the terms and conditions
that will apply to Executive’s employment with Citizens commencing January 1, 2009.



     In consideration of the foregoing and of the promises and the mutual covenants contained
herein, it is hereby agreed between Executive and Citizens as follows:



     1. Effective January 1, 2009 Executive’s employment with Citizens shall be reduced from five
(5) business days per week to three (3) business days per week with the exact days of the week to
be worked to be mutually agreed upon between the Executive and Citizens.



     2. Commencing January 1, 2009, Executive’s base salary shall be reduced from Two Hundred
Seventy Thousand and 00/100 ($270,000.00) Dollars to One Hundred Sixty Two Thousand and 00/100
($162,000.00) Dollars and shall be paid to Executive in equal bi-weekly installments less
appropriate withholdings. Executive shall continue to be eligible to participate in the welfare
and other benefit plans of Citizens on the same basis as are offered to other senior executives of
Citizens.



     3. Executive shall be eligible to participate in the 2009 Management Incentive Plan of
Citizens. Pursuant to such Plan, Executive shall be eligible to earn annual incentive compensation
equal to 30% of Executive’s 2009 base pay. The amount of incentive actually earned will depend
upon the financial performance of Citizens as well as Executive’s achievement of the individual
goals that will be established for Executive by Citizens.



     4. Executive shall be entitled to receive an allowance in the amount of Three Hundred Eighty
Four and 62/100 ($384.62) Dollars bi-weekly to reimburse Executive for the “all in” costs of
leasing a vehicle to be used on company business including insurance, gasoline, maintenance and
other related expenses.



     5. Executive shall continue to have the protections afforded to Executive pursuant to the
provisions of the Amended and Restated Change in Control Agreement between Executive and Citizens
dated February 26, 2008.



     6. Executive shall continue to be eligible to receive a Retention Bonus in the amount of One
Hundred Fifty Thousand and 00/100 ($150,000.00) Dollars as is provided for in the letter agreement
between Executive and Citizens dated August 2, 2006.



     7. No later than January 15, 2009, Citizens shall pay to Executive a one time lump sum payment
in the amount of Two Hundred Seventy Thousand and 00/100 ($270,000.00) Dollars, less appropriate
withholdings. Payment shall be made in a lump sum.



     8. Executive recognizes that the amount to be paid to Executive pursuant to Paragraph 7. above
is in excess of any earned wages, benefits or other compensation due and owing to Executive.



     9. In exchange for the good and valuable consideration set forth herein, Executive agrees for
himself, his heirs, administrators, representatives, executors, successors and assigns
(“Releasors”), to irrevocably and unconditionally release, waive and forever discharge any and all
manner of action, causes of action, claims, rights, promises, charges, suits, damages, debts,
lawsuits, liabilities, rights, dues controversies, charges,



 









 





complaints, remedies, losses, demands, obligations, costs, expenses, fees (including, without
limitation attorneys’ fees), or any and all other liabilities or claims of whatsoever nature,
whether arising in contract, tort, or any other theory of action, whether arising in law or in
equity, whether known or unknown, choate or inchoate, matured or unmatured, contingent or fixed,
liquidated or unliquidated, accrued or unaccrued, asserted or unasserted, including, but not
limited to, any claim and/or claim of damages or other relief for tort, breach of contract,
personal injury, negligence, age discrimination under The Age Discrimination In Employment Act of
1967 (as amended), employment discrimination prohibited by other federal, state or local laws
including sex, race, national origin, marital status, age, handicap, height, weight, or religious
discrimination, and any other claims for unlawful employment practices or any other unlawful
criterion or circumstance which Executive and Releasors had or now have against each or any of
Citizens, its parents, direct or indirect subsidiaries, divisions, affiliates and related companies
or entities, regardless of its or their form of business organization (the “Citizens Entities”),
any predecessors, successors, joint ventures, and parents of any Citizens Entity, and any and all
of their respective past or present directors, officers, shareholders, partners, employees,
consultants, independent contractors, trustees, administrators, insurers, agents, attorneys,
representatives and fiduciaries, successors and assigns including without limitation all persons
acting by, through, under or in concert with any of them (all collectively, the “Released Parties”)
arising out of or relating to his employment relationship with Citizens including but not limited
to the transition from full time employment to part time employment.



     10. Executive agrees that he shall continue as an employee “at will” serving at the pleasure
of the board of directors of Citizens and shall have no contractual right to employment with
Citizens.



     11. Executive agrees that the benefits of this Agreement are in lieu of any benefits that he
would otherwise be entitled to under any severance pay program sponsored by Citizens including
without limitation, the “Citizens Republic Bancorp Severance Pay Plan” and as such, Executive will
not be eligible for additional severance benefits should Executive’s position as described herein
be subsequently eliminated.



     12. Executive shall not be eligible to receive future grants of equity based long-term
incentive compensation provided however, current grants of restricted stock to Executive shall
continue to vest in the normal course so long as Executive continues to be employed by Citizens.



     13. Executive understands that he does not waive rights or claims that may arise after the
date this Agreement is executed.



     14. Executive further agrees that he has read this Agreement carefully and understands all of
its terms.



     15. Executive understands and agrees that he is advised to consult with an attorney prior to
executing this Agreement.



     16. Executive understands that he is entitled to consider this Agreement for at least
twenty-one (21) days before signing it. However, after due deliberation, Executive may elect to
sign this Agreement without availing himself of the opportunity to consider its provisions for at
least twenty-one (21) days. Executive hereby acknowledges that any decision to shorten the time
for considering this Agreement prior to signing it is voluntary,
and such decision is not induced by or through fraud, misrepresentation, or a threat to withdraw or
alter the provisions set forth in this Agreement in the event Executive elected to consider this
Agreement for at least twenty-one (21) days prior to signing it.



     17. Executive understands that he may revoke this Agreement as it relates to any potential
claim that could be brought or filed under the Age Discrimination in Employment Act, 29 U.S.C.
§§621-634, within seven (7) days after the date on which he signs this Agreement, and that this
Agreement as it relates to such a claim does not become effective until the expiration of the seven
(7) day period. In the event that Executive wishes to revoke this Agreement within the seven (7)
day period, he understands that he must provide such revocation in writing to Citizens Republic
Bancorp, Inc., Attn: William R. Hartman, 328 S. Saginaw Street, Flint, Michigan 48502.



     18. In agreeing to sign this Release and Settlement Agreement, Executive is doing so
voluntarily and agrees that he has not relied on any oral statements or explanations made by
Citizens or its representatives.



     19. This Agreement shall not be construed as an admission of wrongdoing by either Executive or
Citizens.



     20. This Agreement contains the entire Agreement between Executive and Citizens and, except as
expressly provided herein, shall supersede any other agreement between the parties with respect to
the subject matter hereof. Any modification of this Agreement must be made in writing and signed
by both Executive and Citizens.



 









 





	 	 	 	 	 	 	 
	/s/ Anthony E. Moore

	 	 
	 	/s/ Clinton A. Sampson
	 	 
	 

	 	 	 	 	 	 
	Anthony E. Moore

	 	 	 	Clinton A. Sampson	 	 
	Witness
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Date: November 4, 2008	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	CITIZENS REPUBLIC BANCORP, INC.
	 
	 	 	 	 	 	 
	/s/ Anthony E. Moore

	 	 	 	/s/ William R. Hartman	 	 
	 

	 	 	 	 	 	 
	Anthony E. Moore

	 	 	 	William R. Hartman	 	 
	Witness

	 	 	 	Its: Chairman, President and	 	 
	 

	 	 	 	     Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Date: November 4, 2008