Exhibit 10(e)-1


 


AGREEMENT


 


01-18-05


 


THIS AGREEMENT is made
and entered into as of January 25, 2005 between TCF FINANCIAL CORPORATION,
a Delaware corporation (“TCF Financial”), TCF NATIONAL BANK, a national banking
association and successor to TCF Savings Bank fsb (“TCF Bank” and collectively,
jointly and severally TCF Bank and TCF Financial are referred to as the “Company”)
and WILLIAM A. COOPER (“Cooper”).


 


R
E  C  I  T  A  L  S:


 


WHEREAS, TCF Financial is
a bank holding company and owns all the outstanding stock of TCF Bank;


 


WHEREAS, Cooper is now
and has been Chairman of the Board and Chief Executive Officer of TCF Financial
and TCF Bank;


 


WHEREAS, Cooper and the
Company are parties to the employment agreement dated as of July 1, 1996
(the “Employment Agreement”);


 


WHEREAS, Cooper and TCF
Financial are parties to the change in control agreement dated as of July 1,
1996 (the “CIC Agreement”);


 


WHEREAS, Cooper and the
Company wish to enter into this Agreement to provide for the termination of the
Employment Agreement and the CIC Agreement effective December 31, 2005
and, subject to his election as a director, for Cooper to serve as the
non-executive Chairman of the Board of TCF Financial; and


 


WHEREAS, Cooper and the
Company are willing to enter into this Agreement upon the terms and conditions
set forth herein;


 


NOW, THEREFORE, in
consideration of the mutual premises and agreements set forth herein, the
parties hereby agree as follows:


 


1.                                       Termination
of Employment.  The parties hereby
agree that the term of the Employment Agreement shall expire on December 31,
2005 and that the employment of Cooper by the Company shall terminate as of December 31,
2005, in each case subject to earlier termination as provided in the Employment
Agreement.  In addition, the CIC Agreement
shall terminate on December 31, 2005, subject to earlier termination as
provided in the CIC Agreement, and from and after January 1, 2006 Cooper
shall have no rights or benefits under the CIC Agreement.  In connection with termination of the Employment
Agreement and the CIC Agreement as provided in this paragraph 1, the Company
will, at its expense, transfer effective December 31, 2005 to Cooper such
club and other memberships as Cooper currently enjoys under the Employment
Agreement as listed on Exhibit A hereto; provided that Cooper shall be
responsible for the income recognized as a result of such transfer.


 





















 


2.                                       Non-Executive
Chairman.  Cooper agrees to stand for
re-election to the Board when he is up for re-election in 2005 and 2008, and to
serve as Chairman of the Board if so elected in a non-executive, non-employee
capacity from January 1, 2006 through January 1, 2009.   Cooper may, in his discretion, resign from
his position as Chairman and from the Board of Directors after January 1,
2009.


 


3.                                       Compensation
and Benefits.  Commencing January 1,
2006 and for serving as Chairman of the Board of Directors of TCF Financial,
Cooper shall receive (a) the fees paid to other non-employee directors on the
Board of Directors of TCF Financial and an additional annual fee for serving as
Chairman payable at the same rate as any fee paid to other directors who serve
as committee chairs, (b) such stock grants as are provided to other
non-employee directors on the Board of Directors of TCF Financial and (c) such
other benefits as from time to time provided to other non-employee directors on
the Board of Directors of TCF Financial. Cooper shall also receive upon
execution of this Agreement a special one-time stock grant upon the terms of
Exhibit B attached hereto in consideration of his serving as Chairman of the
Board of Directors of TCF Financial as provided in paragraph 2 above.  It is understood that the pension plan for
directors requires a minimum of five years of service on the Board (and
excludes service as an employee director) and therefore if Cooper resigns from
the Board before completing five years of service (as defined) he will not
receive a pension from the Directors’ pension program.  The Company will make available a suitable
office and support at its headquarters offices for Cooper while he serves as
Chairman of the Board of TCF Financial but Cooper shall not be required to
maintain any hours or time in such office other than as Cooper may determine is
necessary for him to serve as non-executive, non-employee Chairman of the Board
of Directors of TCF Financial.  Cooper
shall also receive reimbursement for any business expenses incurred in
accordance with TCF Financial’s normal policies.  Cooper will be entitled to use of any TCF
corporate aircraft for business-related travel only, subject to availability
and scheduling in accordance with TCF policies and practices.


 


4.                                       Other
Agreements and Benefits.  This
Agreement and the termination of Cooper’s employment with the Company effective
December 31, 2005 shall not affect or modify any other benefits or rights
that Cooper has under any other agreement of his with the Company or under any
plan or program of the Company. 
Effective December 31, 2005, Cooper shall retire as an employee for
all purposes, including the Company’s benefit plans.


 


5.                                       Covenant
Not to Compete; Non-Solicitation Covenant.


 


(a)                                  Covenant
Not to Compete.  While Cooper is
serves as Chairman of the Board of Directors of TCF Financial under this
Agreement, Cooper agrees that he will not directly or indirectly substantially
compete with TCF Financial, TCF Bank or their respective subsidiaries in the
Relevant Market.  The “Relevant Market”
is financial businesses located in the States of Michigan, Minnesota, Iowa,
North Dakota, South Dakota, Colorado and Wisconsin, and the Chicago
metropolitan area.  It is understood and
acknowledged that Cooper has been instrumental in the formation and development
of another financial institution outside the Relevant Market and that this is
not a violation of the covenant.


 


(b)                                 Non-Solicitation
Covenant.  While Cooper serves as
Chairman of the Board


 


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of Directors of TCF
Financial under this Agreement, Cooper agrees that, except with the prior
written permission of the Board of Directors of TCF Financial, he will not
offer to hire, entice away, or in any manner attempt to persuade any officer,
employee, or agent of TCF Financial, TCF Bank or any of their subsidiaries to
discontinue his or her relationship with TCF Financial, TCF Bank or any of
their subsidiaries nor will he directly or indirectly solicit, divert, take
away or attempt to solicit any business of the Company or any of its
subsidiaries as to which Cooper has acquired any knowledge during the term of
his employment with the Company or his service as a director of TCF Financial.


 


(c)                                  Remedies.  If Cooper commits a breach, or threatens to
commit a breach, of any of the provisions of this paragraph 5, the Company
shall have the right of specific performance in addition to any rights and
remedies otherwise available at law or equity.


 


6.                                       Reinstatement
of Employment Agreement.  In the
event that Cooper is not elected a director in 2005 this Agreement shall
terminate and the Employment Agreement and the CIC Agreement shall be
reinstated.


 


7.                                       Attorney’s
Fees.  In the event of a dispute
between the Company and Cooper relating to the Cooper’s services hereunder or
the terms or performance of this Agreement, the Company shall promptly pay
Cooper’s reasonable expenses of attorney’s fees and expenses in connection with
such dispute upon delivery of periodic billings for same, provided that (i)
Cooper shall promptly repay all amounts paid under this paragraph 6 at the
conclusion of such dispute if the resolution thereof includes a finding that
Cooper did not act in good faith in the matter in dispute or in the dispute
proceeding itself, and (ii) no claim for expenses of attorney’s fees and
expenses shall be submitted by Cooper unless made in writing to the Board of
Directors within one year of the performance of the services for which such
claim is made.


 


8.                                       Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of
Minnesota.


 


 


[CONTINUED ON NEXT
PAGE.]


 


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IN WITNESS WHEREOF, the
parties have duly executed this Agreement as of the day and year first written
above.


 


	
   

  	
   

  	
  TCF FINANCIAL
  CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lynn A. Nagorske

  	
   

  	
   

  
	
  /s/
  Gregory J. Pulles

  	
   

  	
  Its:

  	
  President

  	
   

  	
   

  
	
  General Counsel and
  Secretary

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TCF NATIONAL BANK

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lynn A. Nagorske

  	
   

  	
   

  
	
  /s/
  Joseph T. Green

  	
   

  	
  Its:

  	
  President

  	
   

  	
   

  	
   

  
	
  General Counsel and
  Secretary

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WITNESS:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/
  Gregory J. Pulles

  	
   

  	
  /s/ William A. Cooper

  	
   

  	
   

  
	
   

  	
   

  	
  William A. Cooper

  	
   

  	
   

  
									



 


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Exhibit A


 


Club and
Other Memberships


 


Spring Hill Golf Club


Wayzata Country Club


Minneapolis Club


 





















 


Exhibit B


 


Restricted
Stock Agreement Terms


 


# Shares: 300,000


Grant Date: January 25,
2005


Grant is subject to
performance-based vesting


•                                          Vesting
date is January 1, 2009


•                                          Vesting
percentage on January 1, 2009 is 1/3 for each of the years 2006, 2007 and
2008 that TCF Financial achieves greater than 20% ROTE


•                                          100%
of grant is forfeited if Cooper resigns from Board or Chairman’s position
before January 1, 2009 (including refusal to stand for re-election in 2005
or 2008) or if he is not re-nominated or re-elected to the Board in 2005.


•                                          If
Cooper is unable to serve as Chairman because he is not re-nominated or
re-elected in 2008, the shares vest on January 1, 2009 in accordance with
the ROTE goals set forth above based on TCF Financial’s achievement of the
goals in 2006, 2007 and 2008.


 


Change in control – 100%
vesting


Disability, Death:
pro-rata vesting based on ROTE achieved to date.