59

 
     (c) The Company reserves the right to place stop transfer instructions on shares which aresubject to the restrictions described in Section 3 of this Agreement. Grantee shall be entitled toremoval of such legend and stop transfer instructions at the time or times provided by, and inaccordance with, Section 10.3 of the Plan.     **4. ****Clawback**. Grantee acknowledges that Salary Shares received pursuant to thisAgreement are subject to all applicable clawback policies of the Company, including but not limitedto recovery or “clawback” by the Company if the lapse of restrictions on Salary Shares violatesTARP. Grantee acknowledges that this Agreement may be amended as necessary to comply with therequirements and/or limitations under TARP or any other federal requirements, which could includecancellation of all or a portion of the Salary Shares.     **5. ****Code Section 409A**. It is intended that this Agreement and the Salary Sharesgranted hereunder shall be exempt from or in compliance with Section 409A of the Internal RevenueCode of 1986, as amended (the “Code”). If Salary Shares become subject to taxation under CodeSection 409A, Grantee agrees that the Company, without the consent of Grantee, may modify thisAgreement to the extent and in a manner that the Company deems necessary or advisable or shall takesuch other action or actions, including an amendment or action with retroactive effect, which theCompany deems appropriate to keep the Salary Shares from being subject to Code Section 409A or toamend the Agreement to comply with Code Section 409A.     **6**. **Non-Assignability of Agreement****.**The rights to receive Salary Shares under thisAgreement shall not be transferable. No purported assignment or transfer of this Agreement, or ofthe 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 SalaryShares and shall have all the rights of a shareholder (including voting and dividend rights) withrespect to the Salary Shares commencing on the Grant Date. Notwithstanding the foregoing, if anydividends or distributions are paid in shares of Common Stock while the transfer restrictionsimposed by Section 3 are in effect, the shares received in connection with such dividend or otherdistribution shall be subject to the same restrictions on transferability as the Salary Shares withrespect to which they were paid.     **8. ****Withholding****.**No later than the date as of which a portion of the Total SalaryShares Amount first becomes includible in the gross income of Grantee for federal income taxpurposes, Grantee authorizes the Company to withhold from such portion to satisfy any associatedincome and employment tax withholding obligations prior to issuing Salary Shares in connection withsuch portion. If Grantee is no longer employed by the Company at the time any applicable taxes aredue 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 givenby mail shall be given by registered or certified mail with return receipt requested. All noticesto 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 toGrantee at Grantee’s last residence address as then contained in the records of the Company or suchother address as Grantee may designate. Either party by notice to the other may designate adifferent address to which notices shall be addressed. Any notice given by the Company to Granteeat Grantee’s last designated address shall be effective to bind any other person who shall acquirerights hereunder.     **10**. **Governing Law****.**This Agreement (a) shall be governed by and construed inaccordance 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 tothe terms and provisions of the Plan. Except to the extent expressly provided in this Agreementand permitted by the Plan, in the event of any conflict between the provisions of this Agreementand the provisions of the Plan, the provisions of the Plan shall control. Capitalized terms usedin 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 yearfirst 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 Companycommon stock as payment of base salary in the amounts listed to the following Named ExecutiveOfficers.     Name of Executive Officer Dollar Amount of Grant Cathleen H. Nash $200,000  Judith L. Klawinski $40,000 
61