Exhibit 10(b)-4


 


TCF FINANCIAL INCENTIVE STOCK PROGRAM


 


RESTRICTED STOCK
AGREEMENT


 


 


RS NO.             
(Non-deferred) (Performance-Based)


 


Shares of Restricted
Stock are hereby awarded effective January 23, 2006 by TCF Financial
Corporation (“TCF Financial”) to                         
(the “Grantee”), in accordance with the following terms and conditions:


 


1.                                       Share
Award.  TCF Financial hereby awards
the Grantee                 
shares (the “Shares”) of Common Stock, par value $.01 per share (“Common Stock”)
of TCF Financial pursuant to the TCF Financial Incentive Stock Program (the “Program”),
upon the terms and conditions therein and hereinafter set forth.  A copy of the Program as currently in effect
is incorporated herein by reference and is attached hereto.


 


2.                                       Restrictions
on Transfer and Restricted Period.


 


(a)                                  During
the period (the “Restricted Period”) hereinafter described, the Shares may not
be sold, assigned, transferred, pledged, or otherwise encumbered by the
Grantee.


 


(b)                                 The
Shares will be subject to the restrictions in paragraph 2(a) during the
Restricted Period commencing on the date of this Agreement (the “Commencement
Date”) and (subject to the forfeiture provisions herein) continuing until January 31,
2011, when the restrictions will expire with respect to the “Earned Shares” as
determined under sections 3 and 4.


 


3.                                       Earned
Shares


 


(a)                                  A
portion of the Shares can be earned annually (“Earned Shares”) based on TCF
Financial’s achievement of EPS growth rates for the fiscal years 2006, 2007,
and 2008 as set forth in paragraph 3(b). 
All Earned Shares are subject to the restrictions in paragraph 2(a) during
the Restricted Period and to the forfeiture provisions of section 4.


 


(b)                                 The
number of Shares that become Earned Shares will be determined as of December 31,
2006, 2007, and 2008 and will be determined based on TCF Financial’s
achievement of EPS growth rates for fiscal years 2006, 2007, and 2008, as
approved by the Committee.  For purposes
of this Agreement, the term “EPS” shall mean diluted Earnings Per Share as
defined in the TCF Financial Performance-Based Policy.


 


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(c)                                  Notwithstanding
the foregoing, any Shares that are not Earned Shares on January 31, 2009,
shall be forfeited and returned to TCF Financial on or about that date and the
number of Earned Shares under paragraph 3(b) shall not in any event exceed
the total number of Shares in section 1 under this Agreement.


 


4.                                       Vesting


 


(a)                                  Earned
Shares will vest, and no longer be subject to the restrictions imposed by
paragraph 2(a), at the expiration of the Restricted Period with respect
thereto.  The Committee referred to in section 2
of the Program or its successor (the “Committee”) shall not have any authority
to accelerate the time at which any or all of the restrictions in paragraph 2(a) shall
expire with respect to any Shares, or to remove any or all such
restrictions.  However, the Committee
shall have all the authority provided in the Program with respect to
performance-based compensation, including the authority to reduce or delay the
Shares vesting under this Agreement or the determination of the amount of EPS
growth achieved, or to otherwise reduce the compensation provided under this
Agreement in any other manner which the Committee considers appropriate in its
discretion; provided that the number of Earned Shares once determined by the
Committee for the fiscal year 2006, 2007 or 2008, may not thereafter be reduced
nor the vesting date delayed beyond January 31, 2011.


 


(b)                                 Termination
of Service.  In the event of the
Grantee’s termination of employment for any reason other than disability,
retirement or death during the Restricted Period, all Shares (including Earned
Shares) at the time of such event shall be forfeited and returned to TCF
Financial.


 


(c)                                  In
the event of Grantee’s retirement (as determined by the Committee), disability
(the Grantee has been receiving benefits under TCF’s long-term disability plan
for at least three months), or death during the Restricted Period:  (1) all Shares (other than Grantee’s
Earned Shares, determined as of the last day of the last fiscal year ending on
or before the date of Grantee’s retirement, disability, or death) at the time
of such event shall be forfeited and returned to TCF Financial; and (2) all
Earned Shares, determined as of the last day of the last fiscal year ending on
or before the date of Grantee’s retirement, disability, or death, will continue
to be subject to the restrictions in paragraph 2(a) until January 31,
2011, at which time they will become vested under paragraph 4(a) to the
same extent (and subject to the same Committee discretion) as if the Grantee
had remained employed by TCF Financial through that date, except in the case of
disability or death the Earned Shares shall become vested on the date of
disability or death.  For purposes of
this paragraph 4(c), the Grantee’s retirement date shall be determined by the
Committee and the date Grantee became disabled shall be the date on which the
Grantee has received disability benefits under TCF’s long-term disability plan
for three months.


 


5.                                       Certificates
for Shares.  TCF Financial may issue
one or more certificates in respect of the 


 


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Shares in the name of the
Grantee, and shall hold such certificate(s) on deposit for the account of the
Grantee until the expiration of the Restricted Period with respect to the
Shares represented thereby. 
Certificate(s) for Shares subject to a Restricted Period shall bear the
following legend:


 


“The transferability of
this certificate and the shares of stock represented hereby are subject to the
terms and conditions (including forfeiture) contained in the TCF Financial
Incentive Stock Plan (“the Plan”) and an agreement entered into between the
registered owner and TCF Financial Corporation. 
Copies of such Plan and Agreement are on file in the offices of the
Secretary of TCF Financial Corporation, 200 Lake Street East, Wayzata, MN
55391.”


 


The Grantee further
agrees that, if certificates are issued, simultaneously with the execution of
this Agreement a stock power shall be executed, endorsed in blank and promptly
delivered to TCF Financial.


 


If certificates are not
issued, TCF Financial shall direct the transfer agent to issue and hold the
Shares during the Restricted Period in an account where their transferability
is subject to the restrictions set forth in paragraph 2(a) of this
Agreement.


 


6.                                       Grantee’s
Rights.  Except as otherwise provided
herein, Grantee, as owner of the Shares, shall have all rights of a
stockholder, including, but not limited to, the right to receive all dividends
paid on Shares and the right to vote the Shares. Dividends payable on Shares
that are subject to restrictions imposed by paragraph 2(a) shall be paid
to the Grantee at the same time as such dividends are paid to other
shareholders; provided, that shares of Common Stock dividends in the nature of
a stock split shall be subject to all of the restrictions that apply to the
Shares with respect to which such dividends are paid until all of the
restrictions applicable to such Shares have terminated or otherwise have been
removed.


 


7.                                       Expiration
of Restricted Period.  Upon the
expiration of the Restricted Period with respect to any Shares, TCF Financial
shall redeliver or deliver to the Grantee (or, if the Grantee is deceased, to
his legal representative, beneficiary or heir) the certificate(s) in respect of
such Shares, without the restrictive legend provided for in section 4
above or re-register the shares in an account with the transfer agent which is
not subject to the restrictions set forth in paragraph 2(a) of this
Agreement.  The Shares as to which the
Restricted Period shall have lapsed or expired shall be free of the
restrictions referred to in paragraph 2(a) above and any such certificates
shall not bear the legend provided for in section 4 above.


 


8.                                       Adjustments
for Changes in Capitalization of TCF Financial.  In the event of any change in the outstanding
Common Stock of TCF Financial by reason of any reorganization, recapitalization,
stock split, combination or exchange of shares, merger, consolidation or any
change in the corporate structure of TCF Financial or in the shares of Common
Stock, or in the event of any issuance of preferred stock or other change in
the capital structure of TCF Financial which the Committee deems significant
for purposes of this Agreement, the number and class of Shares covered by this
Agreement as well as the EPS, vesting and 


 


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forfeiture provisions in
sections 2 and 4, shall be appropriately adjusted by the Committee, whose
determination of the appropriate adjustment, or whose determination that there
shall be no adjustment, shall be conclusive. Any Shares of Common Stock or
other securities received, as a result of the foregoing, by the Grantee subject
to the restrictions contained in paragraph 2(a) above also shall be
subject to such restrictions and the certificate or other instruments
representing or evidencing such Shares or securities shall be legended and
deposited with TCF Financial or otherwise restricted by the transfer agent in
the manner provided in section 4 above.


 


9.                                       Effect
of Change in Control.  Each of the
events specified in the following clauses (a) through (c) of this section 9
shall be deemed a “change of control”:


 


(a)                                  Any
“person”, as defined in sections 13(d) and 14(d) of the Securities
Exchange Act of 1934 (the “Exchange Act”) is or becomes the “beneficial owner”
as defined in Rule 13d-3 under the Exchange Act, directly or indirectly,
of securities of the Company representing fifty percent (50%) or more of the
combined voting power of the Company’s then outstanding securities (for
purposes of this clause (a), the term “beneficial owner” does not include any
employee benefit plan maintained by the Company that invests in the Company’s
voting securities); or


 


(b)                                 During
any period of two (2) consecutive years there shall cease to be a majority
of the Board comprised as follows: individuals who at the beginning of such
period constitute the Board of new directors whose nomination for election by
the Company’s shareholders was approved by a vote of at least two-thirds (2/3)
of the directors then still in office who either were directors at the
beginning of the period or whose election or nomination for election was
previously so approved; or


 


(c)                                  The
shareholders of the Company approve a merger or consolidation of the Company
with any other corporation, other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least 50% of the
combined voting power of the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation, or the
shareholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or substantially
all the Company’s assets; provided, however, that no change in control will be
deemed to have occurred until such merger, consolidation, sale or disposition
of assets, or liquidation is subsequently consummated.


 


Subject to the six month
holding requirement, if any, of Rule 16b-3 of the Securities and Exchange
Commission but notwithstanding any other provision in this Program (including,
but not limited to, paragraph 2(b), and section 4 of this Agreement) in
the event of a Change in Control all terms and conditions of this Restricted
Stock Award shall be deemed satisfied, all the Shares shall vest as of the date
of the Change in Control and shall thereafter 


 


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be administered as
provided in section 7 of this Agreement.


 


10.                                 Delivery
and Registration of Shares of Common Stock. 
TCF Financial’s obligation to deliver Shares of Common Stock hereunder
shall, if the Committee so requests, be conditioned upon the receipt of a
representation as to the investment intention of the Grantee or any other
person to whom such Shares are to be delivered, in such form as the Committee
shall determine to be necessary or advisable to comply with the provisions of
the Securities Act of 1933, as amended, or any other federal, state, or local
securities law or regulation.  It may be
provided that any representation requirement shall become inoperative upon a
registration of such Shares or other action eliminating the necessity of such
representation under such Securities Act or other securities law or
regulation.  TCF Financial shall not be
required to deliver any Shares under the Plan prior to (i) the admission
of such Shares to listing on any stock exchange on which the Common Stock may
be listed, and (ii) the completion of such registration or other
qualification of such Shares under state or federal law, rule, or regulation,
as the Committee shall determine to be necessary or advisable.


 


11.                                 Plan
and Plan Interpretations as Controlling; Performance-Based Status.   The Shares hereby awarded and the terms and
conditions herein set forth are subject in all respects to the terms and
conditions of the Program, which are controlling.  All determinations and interpretations of the
Committee shall be binding and conclusive upon the Grantee or his legal
representatives with regard to any question arising hereunder or under the
Plan.  The Shares awarded hereunder are
intended to qualify as performance-based compensation under section 162(m)
of the Internal Revenue Code and under the Program, and the terms of this
Agreement shall be construed in accordance with that intent.


 


12.                                 Grantee
Service.  Nothing in this Agreement
shall limit the right of TCF Financial or any of its affiliates to terminate
the Grantee’s service as a director, officer, or employee, or otherwise impose
upon TCF Financial or any of its affiliates any obligation to employ or accept
the services of the Grantee.


 


13.                                 Grantee
Acceptance.  The Grantee shall
signify acceptance of the terms and conditions of this Agreement by signing in
the space provided below and signing the attached stock powers and returning a
signed copy hereof and of the attached stock powers to TCF Financial.


 


14.                                 Section 409A
of the Internal Revenue Code.  The
arrangements described in this Agreement are intended to comply with Section 409A
of the Internal Revenue Code to the extent (if any) such arrangements are
subject to that law.  The Committee may
make such amendments as are necessary to bring this Agreement into compliance
with the terms of that Section or an exemption therefrom as interpreted by
guidance issued by the Internal Revenue Service.  The parties further agree that to the extent
any part of this Agreement fails to qualify for exemption from or satisfy the
requirements of Section 409A, the affected arrangement may be operated in
compliance with Section 409A pending amendment to the extent authorized by
the Internal Revenue Service.  In 


 


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such circumstances
Company will administer this Agreement in a manner which adheres as closely as
possible to the existing terms and intent of the Agreement while complying with
Section 409A.  Except as required by
Section 409A, this paragraph does not restrict Company’s rights
(including, without limitation, the right to amend or terminate) with respect
to this Agreement to the extent such rights are reserved under the terms of
this Agreement.


 


15.                                 Non-Competition
and Non-Solicitation Obligations. 
The Grantee acknowledges that Grantee is subject to certain
non-competition, non-solicitation and other obligations (the “Obligations”)
under separate contractual agreement(s) with TCF Financial or TCF National
Bank.  Grantee affirms that this
Agreement and the Shares and/or dividend equivalents awarded hereunder
constitute additional consideration for the Obligations, which Grantee hereby
re-affirms as binding and enforceable obligations of the Grantee, and that the
Shares (including Earned Shares) and other consideration awarded hereunder may
be cancelled or forfeited in the event Grantee breaches the Obligations.


 


IN WITNESS WHEREOF, the
parties hereto have caused this RESTRICTED STOCK AGREEMENT to be executed as of
the date first above written.


 


	
   

  	
  TCF FINANCIAL
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
  ACCEPTED:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Street Address)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (City, State and Zip
  Code)

  



 


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