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EXHIBIT 10.48 [CITIZENS REPUBLIC BANCORP, INC.
LETTERHEAD] January 22, 2009 Cathleen H. Nash
[ ADDRESS OMITTED ] Dear Cathy:
I am pleased to confirm the terms of
your new position as President and Chief Executive Officer of
Citizens Republic Bancorp, Inc. (the "Company"), effective
February 1, 2009 (the "Effective Date").
Position and Duties: You will
serve as the President and Chief Executive Officer of the Company,
with the authority, power, duties and responsibilities as are
commensurate with the positions and customarily exercised by a
person holding the positions. You will report directly to and be
responsible to the Board of Directors of the Company (the "Board").
The Board also agrees to appoint or cause you to be appointed as
(i) a member of the Board as a Class 3 Director, and
(ii) a member of the Board of Directors and President and
Chief Executive Officer of Citizens Bank, a wholly-owned subsidiary
of the Company. Outside of the compensation described below, you
will not receive additional compensation for your duties on the
Board or with Citizens Bank.
Annual Base Salary: Your annual base salary will be
$600,000, payable in arrears in accordance with the Company’s
payroll practices for the Leadership Group (but no less frequently
than monthly). Your compensation (base salary as well as the annual
and long-term incentives described below) will be reviewed annually
by the Company’s Compensation and Human Resources Committee
(the "Committee), with adjustments recommended to the full Board
for approval. Annual
Incentives: You will be eligible to participate in the
Company’s Management Incentive Plan (the "MIP") to the extent
that annual MIP awards are granted. The Leadership Group will not
be receiving 2009 annual MIP awards.
Long-Term Incentives: You will be eligible for long-term
incentive awards under the Citizens Banking Corporation Stock
Compensation Plan (the "Stock Compensation Plan"). Your 2009
long-term incentive award will consist of 100,000 restricted stock
units and $300,000 of deferred cash compensation if all of the
performance targets are achieved. The specific terms of your 2009
long-term incentive award will be set by the Compensation
Committee. Employee Benefits and
Perquisites: You will be eligible for the same 401(k) employer
match, paid time-off, life insurance, medical, dental and vision
benefits, as well as such other welfare plan and fringe benefits as
are provided to the other members of the Leadership Group.
Severance: In the event of
your termination by the Company without cause that is not in
connection with a change in control, you will be entitled to two
years of base salary continuation at the level of your base salary
in effect at the time of your termination, plus outplacement
services that are commensurate with outplacement services provided
to other members of the
Leadership Group. In the event your employment is terminated due
to a change in control, your severance benefits will be provided in
accordance with your existing change in control agreement dated
February 26, 2008, as amended pursuant to the requirements of
the Emergency Economic Stabilization Act ("TARP").
Upon an involuntary termination of
employment, your incentive awards and equity grants will vest in
accordance with the terms of the individual grant agreements or
your change in control agreement, as applicable. Severance
compensation in both the change in control and non-change in
control contexts is subject to any applicable restrictions under
Section 409A of the Internal Revenue Code of 1986, as amended
(the "Code") and TARP. In particular, if you are a "specified
employee" (as defined under Code Section 409A) at the time of
your employment termination, some or all of your compensation may
be suspended for six months, at which time, the suspended payments
will be aggregated and paid to you in a lump sum, with interest at
the applicable Federal rate.
Death or Disability: In the event that your employment is
terminated in connection with death or disability, you are eligible
for the same benefits as are provided to the other members of the
Leadership Group. At-Will
Employment: Your employment with the Company will continue on
an "at-will" basis and is not subject to a designated term. You may
terminate your employment at any time, and the Board, in its sole
discretion, may terminate your employment at any time.
Arbitration: Any and all
disputes, controversies or claims arising out of or in connection
with or relating to this letter (other than disputes or claims
arising out of or relating to the confidentiality provisions and
restrictive covenants described below) will be fully and finally
resolved pursuant to binding arbitration conducted by the American
Arbitration Association (the "AAA") in the State of Michigan
pursuant to the Voluntary Labor Arbitration Rules then in effect
(or at any other place or under any other form of arbitration
mutually acceptable to the parties involved). By accepting the
terms of this letter, you knowingly agree to arbitrate with the
Company in a proceeding with regard to all issues and disputes
(except those excluded above) and to permit pre-hearing discovery
in the time and manner provided by the Federal Rules of Civil
Procedure then in effect. The mutual agreement to arbitrate will be
specifically enforceable under the prevailing arbitration law.
Notice of a demand for arbitration will be filed in writing with
both the other party and the AAA. Any demand for arbitration will
be made within a reasonable time after the claim, dispute, or other
matter in question arose (or when the p
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