Common use of Lapse of RESTRICTED PERIOD Clause in Contracts

Lapse of RESTRICTED PERIOD. (a) Subject to compliance with Sections 6 and 7, restrictions on shares subject to the Award shall be deemed to lapse at the close of business on the later of the vesting date and the date on which the restricted shares are no longer subject to the TARP limitations set forth in Section 4. Notwithstanding the foregoing, in the event of 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”), the outstanding Time-Based restricted shares, and the Performance-Based restricted shares that have satisfied the Company’s performance targets but are not vested, shall vest based on the number of months that have lapsed in the vesting period. For purposes of this Agreement, notwithstanding the definition in the Plan document, “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. All outstanding restricted shares shall 100% vest in the event of a Change in Control. Upon the later of the vesting date and the date(s) on which such restricted shares are no longer subject to the TARP limitations in Section 4, the associated number of shares shall be freely transferable. If Grantee’s employment with the Company or its Affiliates terminates prior to full vesting other than under the circumstances described in this Section 5, any portion of the Award that has not vested at the time of such termination shall be forfeited. (b) Until the lapse of all applicable restrictions described in Sections 2 through 5 on shares subject to this Award, any certificate evidencing the shares subject to the Award 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 Stock Compensation Plan (the “Plan”), rules and administrative guidelines adopted pursuant to such Plan and an Agreement dated May 4, 2010. A copy of the Plan, such rules and such Agreement may be obtained from the Secretary of Citizens Republic Bancorp, Inc. (c) The Company reserves the right to place stop transfer instructions on shares which are subject to the restrictions described in Sections 2(a), 2(b) and 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.

Lapse of RESTRICTED PERIOD. (a) Subject to compliance with Sections 6 and 7, restrictions on shares RSUs subject to the Award shall be deemed to lapse at the close of business on the later of the vesting date and the date on which the restricted shares RSUs are no longer subject to the TARP limitations set forth in Section 4. Notwithstanding the foregoing, in the event of 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”), the outstanding Time-Based restricted sharesRSUs, and the Performance-Based restricted shares RSUs that have satisfied the Company’s performance targets but are not vested, shall vest based on the number of months that have lapsed in the vesting period. For purposes of this Agreement, notwithstanding the definition in the Plan document, “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. All outstanding restricted shares RSUs shall 100% vest in the event of a Change in Control. Upon the later of the vesting date and the date(s) on which such restricted shares RSUs are no longer subject to the TARP limitations in Section 4, the associated number of shares RSUs shall be settled in freely transferabletransferable shares of the Company’s Common Stock. If Grantee’s employment with the Company or its Affiliates terminates prior to full vesting other than under the circumstances described in this Section 5, any portion of the Award that has not vested at the time of such termination shall be forfeited. (b) Until the lapse of all applicable restrictions described in Sections 2 through 5 on shares RSUs subject to this Award, any certificate evidencing the shares subject to the Award shall carry the following restrictive legend: The sale or other transfer of the shares of restricted stock units 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 Stock Compensation Plan (the “Plan”), rules and administrative guidelines adopted pursuant to such Plan and an Agreement dated May 4April 30, 20102012. A copy of the Plan, such rules and such Agreement may be obtained from the Secretary of Citizens Republic Bancorp, Inc. (c) The Company reserves the right to place stop transfer instructions on shares the RSUs which are subject to the restrictions described in Sections 2(a)2, 2(b) 3 and 3 4 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.

Lapse of RESTRICTED PERIOD. (a) Subject to compliance with Sections 6 and 7, restrictions on shares RSUs subject to the Award shall be deemed to lapse at the close of business on the later of the vesting date and the date on which the restricted shares RSUs are no longer subject to the TARP limitations set forth in Section 4. Notwithstanding the foregoing, in the event of 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”), the outstanding Time-Based restricted sharesRSUs, and the Performance-Based restricted shares RSUs that have satisfied the Company’s performance targets but are not vested, shall vest based on the number of months that have lapsed in the vesting period. For purposes of this Agreement, notwithstanding the definition in the Plan document, “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. All outstanding restricted shares RSUs shall 100% vest in the event of a Change in Control. Upon the later of the vesting date and the date(s) on which such restricted shares RSUs are no longer subject to the TARP limitations in Section 4, the associated number of shares RSUs shall be settled in freely transferabletransferable shares of the Company’s Common Stock. If Grantee’s employment with the Company or its Affiliates terminates prior to full vesting other than under the circumstances described in this Section 5, any portion of the Award that has not vested at the time of such termination shall be forfeited. (b) Until the lapse of all applicable restrictions described in Sections 2 through 5 on shares RSUs subject to this Award, any certificate evidencing the shares subject to the Award shall carry the following restrictive legend: The sale or other transfer of the shares of restricted stock units 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 Stock Compensation Plan (the “Plan”), rules and administrative guidelines adopted pursuant to such Plan and an Agreement dated May 418, 20102011. A copy of the Plan, such rules and such Agreement may be obtained from the Secretary of Citizens Republic Bancorp, Inc. (c) The Company reserves the right to place stop transfer instructions on shares the RSUs which are subject to the restrictions described in Sections 2(a)2, 2(b) 3 and 3 4 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.

Lapse of RESTRICTED PERIOD. (a) Subject to compliance with Sections 6 and 7, restrictions on shares subject to the Award shall be deemed to lapse at the close of business on the later of the vesting date and the date on which the restricted shares are no longer subject to the TARP limitations set forth in Section 4. Notwithstanding the foregoing, in the event of Grantee’s (i) death, (ii) Disability, or (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”), the outstanding Time-Based restricted shares, and the Performance-Based restricted shares that have satisfied the Company’s performance targets but are not vested, shall vest based on the number of months that have lapsed in the vesting period. In the event that Grantee retires, then the outstanding Time-Based restricted shares shall be forfeited, and the outstanding Performance-Based restricted shares that have satisfied the Company’s performance targets shall vest based on the number of months that have lapsed in the vesting period. For purposes of this Agreement, notwithstanding the definition in the Plan document, “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. All outstanding restricted shares shall 100% vest in the event of a Change in Control. Upon the later of the vesting date and the date(s) on which such restricted shares are no longer subject to the TARP limitations in Section 4, the associated number of shares shall be freely transferable. If Grantee’s employment with the Company or its Affiliates terminates prior to full vesting other than under the circumstances described in this Section 5, any portion of the Award that has not vested at the time of such termination shall be forfeited. (b) Until the lapse of all applicable restrictions described in Sections 2 through 5 on shares subject to this Award, any certificate evidencing the shares subject to the Award 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 Stock Compensation Plan (the “Plan”), rules and administrative guidelines adopted pursuant to such Plan and an Agreement dated May 418, 20102011. A copy of the Plan, such rules and such Agreement may be obtained from the Secretary of Citizens Republic Bancorp, Inc. (c) The Company reserves the right to place stop transfer instructions on shares which are subject to the restrictions described in Sections 2(a)2, 2(b) 3 and 3 4 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.

Lapse of RESTRICTED PERIOD. (a) Subject to compliance with Sections 6 and 7, restrictions on shares subject to the Award shall be deemed to lapse at the close of business on the later of the vesting date and the date on which the restricted shares are no longer subject to the TARP limitations set forth in Section 4. Notwithstanding the foregoing, in the event of Grantee’s (i) death, (ii) Disability, or (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”), the outstanding Time-Based restricted shares, and the Performance-Based restricted shares that have satisfied the Company’s performance targets but are not vested, shall vest based on the number of months that have lapsed in the vesting period. In the event that Grantee retires, then the outstanding Time-Based restricted shares shall be forfeited, and the outstanding Performance-Based restricted shares that have satisfied the Company’s performance targets shall vest based on the number of months that have lapsed in the vesting period. For purposes of this Agreement, notwithstanding the definition in the Plan document, “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. All outstanding restricted shares shall 100% vest in the event of a Change in Control. Upon the later of the vesting date and the date(s) on which such restricted shares are no longer subject to the TARP limitations in Section 4, the associated number of shares shall be freely transferable. If Grantee’s employment with the Company or its Affiliates terminates prior to full vesting other than under the circumstances described in this Section 5, any portion of the Award that has not vested at the time of such termination shall be forfeited. (b) Until the lapse of all applicable restrictions described in Sections 2 through 5 on shares subject to this Award, any certificate evidencing the shares subject to the Award 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 Stock Compensation Plan (the “Plan”), rules and administrative guidelines adopted pursuant to such Plan and an Agreement dated May 4April 30, 20102012. A copy of the Plan, such rules and such Agreement may be obtained from the Secretary of Citizens Republic Bancorp, Inc. (c) The Company reserves the right to place stop transfer instructions on shares which are subject to the restrictions described in Sections 2(a)2, 2(b) 3 and 3 4 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.

Lapse of RESTRICTED PERIOD. (a) Subject to compliance with Sections 6 and 7, restrictions on shares RSUs subject to the Award shall be deemed to lapse at the close of business on the later of the vesting date and the date on which the restricted shares RSUs are no longer subject to the TARP limitations set forth in Section 4. Notwithstanding the foregoing, in the event of 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”), the outstanding Time-Based restricted sharesRSUs, and the Performance-Based restricted shares RSUs that have satisfied the Company’s performance targets but are not vested, shall vest based on the number of months that have lapsed in the vesting period. For purposes of this Agreement, notwithstanding the definition in the Plan document, “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. All outstanding restricted shares RSUs shall 100% vest in the event of a Change in Control. Upon the later of the vesting date and the date(s) on which such restricted shares RSUs are no longer subject to the TARP limitations in Section 4, the associated number of shares RSUs shall be settled in freely transferabletransferable shares of the Company’s Common Stock. If Grantee’s employment with the Company or its Affiliates terminates prior to full vesting other than under the circumstances described in this Section 5, any portion of the Award that has not vested at the time of such termination shall be forfeited. (b) Until the lapse of all applicable restrictions described in Sections 2 through 5 on shares RSUs subject to this Award, any certificate evidencing the shares subject to the Award shall carry the following restrictive legend: The sale or other transfer of the shares of restricted stock units 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 Stock Compensation Plan (the “Plan”), rules and administrative guidelines adopted pursuant to such Plan and an Agreement dated May 4, 2010. A copy of the Plan, such rules and such Agreement may be obtained from the Secretary of Citizens Republic Bancorp, Inc. (c) The Company reserves the right to place stop transfer instructions on shares the RSUs which are subject to the restrictions described in Sections 2(a), 2(b) and 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.