Exhibit 10(b)-10


 


TCF FINANCIAL INCENTIVE STOCK
PROGRAM


 


NONQUALIFIED STOCK OPTION AGREEMENT


 


NQO
NO.                           


 


This option is granted on                            by
TCF Financial Corporation (“TCF Financial”) to                       (the
“Optionee”) in accordance with the following terms and conditions:


 


1.                                       Option Grant, Vesting and Exercise Period.


 


a.                                       TCF Financial hereby grants to the Optionee an
Option (the “Option”) to purchase, pursuant to the TCF Financial Stock
Incentive Program (the “Plan”), and upon the terms and conditions therein and
hereinafter set forth, up to but not exceeding in the aggregate        shares
(the “Option Shares”) of common stock of TCF Financial at an exercise price of
$                      per
share.  A copy of the Plan, as currently
in effect, is incorporated herein by reference and is attached hereto.


 


b.                                      This Option shall be exercisable only during the
period (“Exercise Period”) commencing on the date of grant of this Option and
ending at 5:00 p.m., Minneapolis, Minnesota time, on the date ten years
and one day after the date of grant of this Option, such time and date being
hereinafter referred to as the “Expiration Date.”  This Option shall become exercisable (“vest”)
with respect to fifty percent (50%) of the Option Shares on January 1,
2011 and with respect to the remaining fifty percent (50%) of the Option Shares
on January 1, 2012, except as may be otherwise provided under paragraphs 5
and 9 of this Agreement.  Once the Option
has vested, it may be exercised, in whole or in part, at any time and from time
to time during the remainder of the Exercise Period, provided that the total
percentage vesting under this Agreement shall never in any event exceed 100% of
the Option Shares.


 


2.                                       Method of Exercise of this Option.  To the
extent it is exercisable under subparagraph 1.b of this Agreement, this Option
may be exercised during the Exercise Period by giving written notice to TCF
Financial specifying the number of Option Shares to be purchased.  The notice must be in the form prescribed by
the committee referred to in section 2 of the Plan or its successor (the “Committee”)
and directed to the address set forth in paragraph 12 below.  The date of exercise is the date on which
such notice is received by TCF Financial. 
Such notice must be accompanied by payment in full for the Option Shares
to be purchased upon such exercise. 
Payment shall be made either (i) in cash, which may be in the form
of a check, bank draft, or money order payable to TCF Financial, or (ii) if
the Committee shall have previously approved such form of payment, by
delivering shares of Common Stock already owned by the Optionee having a “Fair
Market Value” (as defined in the Plan as in effect on the date of the grant of
this Option) on the date of exercise equal to the applicable exercise price, or
(iii) if the Committee


 


 

















 


shall
have previously approved such form of payment, a combination of cash and
such already-owned shares or (iv) if
the Committee shall have previously approved a cashless exercise program, the
Optionee may also exercise the Option in accordance with a cashless exercise
program by electing to have withheld from shares of Common Stock otherwise
issuable to Optionee upon exercise of the Option a number of shares of Common
Stock whose “Fair Market Value” (as defined in the Plan) on the date of
exercise is equal to the applicable exercise price.  Promptly after such payment, subject to
paragraph 3 below, TCF Financial shall issue and deliver to the Optionee or
other person exercising this Option a certificate or certificates representing
the shares of Common Stock so purchased, registered in the name of the Optionee
(or such other person), or, upon request, in the name of the Optionee (or other
person) and in the name of another jointly with right of survivorship.


 


3.                                       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
Optionee 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.  In requesting any such representation, it may
be provided that such 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 upon exercise of the Option prior to (i) the
admission of such shares to listing on any stock exchange or system on which
the shares of Common Stock may then be listed, and (ii) the completion of
such registration or other qualification of such shares under any state or
Federal law, rule, or regulation, as the Committee shall determine to be
necessary or advisable.


 


4.                                       Non-transferability of this Option.  This
Option may not be assigned, encumbered, or transferred except, in the event of
the death of the Optionee, by will or the laws of descent and distribution to
the extent provided in paragraph 5 below. 
This Option is exercisable during the Optionee’s lifetime only by the
Optionee.  The provisions of the Option
shall be binding upon, inure to the benefit of, and be enforceable by the
parties hereto, the successors and assigns of TCF Financial, and any person to
whom this Option is transferred by will or by the laws of descent and
distribution.


 


5.                                       Termination of Service or Death of the Optionee.


 


a.                                       Except as provided in subparagraphs b., c., or d.
of this paragraph 5 and notwithstanding any other provision of this Option to
the contrary, this Option shall not be exercisable unless the Optionee, at the
time the Optionee exercises this Option, has maintained “Continuous Service”
(as defined herein) since the date of the grant of this Option.  “Continuous Service” shall mean that the
Optionee is an employee of TCF Financial or a subsidiary of TCF Financial at
all times during the period beginning on the date of the granting of this
Option and ending on a date no earlier than three months before the date of
exercise of this Option, provided that such employment status is determined
consistently with the requirements that would apply if


 


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this
Option were an incentive stock option.


 


b.                                      If the Optionee shall cease to maintain
Continuous Service for any reason (excluding disability, retirement or death),
the Optionee may, but only within the period of three months immediately
following such cessation of Continuous Service and in no event after the
Expiration Date, exercise this Option to the extent the Optionee was entitled
to exercise this Option at the date of cessation.  If the Optionee is terminated for cause,
however, all rights under this Option shall expire immediately upon the giving
to the Optionee of notice of such termination.


 


c.                                       In the event of termination of employment due to
retirement (as determined in the discretion of the Committee), disability or
death after the date of grant but prior to one or both of the vesting dates set
forth in subparagraph 1.b above, the Optionee may, but only within the period
of twelve months immediately following the applicable vesting date exercise a
prorated portion of this Option, which prorated portion shall be equal to the
sum of:


 


(1)                                  the number of Option Shares (rounding up to the
next highest whole share but not to exceed 50% of the Option Shares) obtained
by multiplying (a) the number of Option Shares subject to this Option that
would have vested on January 1, 2011 had such termination of employment
not occurred by (b) a fraction, the numerator of which is the number of
Optionee’s full calendar months of Continuous Service from January 1, 2008
through the date of such termination; and the denominator
of which is 36, provided, however, this clause (1) shall apply
only if the event of termination occurs on a date prior to January 1, 2011;
and


 


(2)                                  the number of Option Shares (rounding up to
the next highest whole share but not to exceed 50% of the aggregate Option
Shares) obtained by multiplying (a) the
number of Option Shares subject to this Option that would have vested on January 1,
2012 had such termination of employment not occurred by (b) a fraction, the numerator of
which is the number of Optionee’s full calendar months of Continuous Service
from January 1, 2008 through the date of such termination; and the denominator of which is 48.


 


As
to the remaining Option Shares that do not become exercisable based on the
calculations in clauses (1) and (2) above, all rights under this
Option shall expire immediately.


 


d.                                      In the event of termination of employment during
the Exercise Period due to retirement (as determined in the discretion of the
Committee), disability or  death of the
Optionee while in Continuous Service of TCF Financial, the Optionee (or in the
case of death, the person to whom the Option has been transferred by will or by
the laws of descent and distribution, to the extent the Optionee was entitled
to exercise this Option immediately prior to such death) may exercise this
Option at any time within one year following such retirement, disability or
death, but in no event later than the Expiration Date.  If the Optionee should die within three
months after termination of employment for any reason other than retirement or
disability, the right of the Optionee’s successor-in-interest to exercise this
Option shall terminate upon the earlier of the Expiration Date or the date
three months after the Optionee’s death.  
If the Optionee should die within twelve months after termination of
employment due to retirement


 


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or
disability, the right of the Optionee’s successor-in-interest to exercise this
Option shall terminate upon the later of twelve months after the date of
employment termination or three months after the Optionee’s death, but not
later than the Expiration Date. Following the death of the Optionee, the
Committee may, as an alternative means of settlement of this Option, elect to
pay to the person to whom this Option is transferred by will or by the laws of
descent and distribution the amount by which the Fair Market Value (as defined
in the Plan) of a share of Common Stock on the date of exercise of this Option
shall exceed the Exercise Price per Option Share, multiplied by the number of
Option Shares with respect to which this Option is properly exercised.  Any such settlement of this Option shall be
considered an exercise of this Option for all purposes of this Option and of
the Plan.


 


6.                                       No Notice of Sale.  The
Optionee or any person to whom the Option or the Option Shares shall have been
transferred by will or by the laws of descent and distribution shall not be
required to give notice to TCF Financial in the event of the sale or other
disposition of Option Shares subsequent to exercise of the Option, except to
the extent the Optionee is required to report transactions in TCF Financial
common stock in general.


 


7.                                       Adjustments for Changes in Capitalization of TCF
Financial.  In the event of any change in the outstanding
shares of Common Stock by reason of any reorganization, recapitalization, stock
split, stock dividend, combination or exchange of shares, merger,
consolidation, or any change in the corporate structure of TCF Financial or in
the shares of Common Stock, the number and class of shares covered by this
Option and the Exercise Price shall be appropriately adjusted by the Committee,
whose determination shall be conclusive. 
Notwithstanding the foregoing, the Committee shall not make any
modifications that would cause the Option to become subject to 409A of the
Internal Revenue Code.


 


8.                                       Effect of Merger.  In the
case of any merger, consolidation, or combination of TCF Financial with or into
another corporation or other business organization (other than a merger,
consolidation, or combination in which TCF Financial is the continuing entity
and which does not result in the outstanding shares of Common Stock being
converted into or exchanged for different securities, cash or other property,
or any combination thereof), the Committee may authorize the issuance or
assumption of Benefits (as defined in the Plan) as it may deem
appropriate.  Notwithstanding the
foregoing, the Committee shall not make any modifications that would cause the
Option to become subject to 409A of the Internal Revenue Code.


 


9.                                       Effect of Change in Control.  Each of
the events specified in the following clauses (a) through (c) of this
paragraph 9 shall be deemed a “change in control” of TCF Financial (herein
referred to as the “Company”):


 


(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 thirty
percent (30%) 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


 


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by
the Company that invests in the Company’s voting securities; or


 


(b)                                 during any period of two (2) consecutive
years (not including any period prior to the date on which the Plan was
approved by the Company’s Board of Directors) there shall cease to be a
majority of the Company’s Board of Directors (“Board”) comprised as
follows:  individuals who at the
beginning of such period constitute the Board or new directors whose nomination
for election by the Company’s stockholders 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 stockholders 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 70% 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 stockholders 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 if
such merger, consolidation, sale or disposition of assets, or liquidation is
not subsequently consummated.


 


This
Option shall (to the extent it is not then exercisable) become exercisable in
full upon the happening of such event and shall remain so exercisable until the
Expiration Date, provided that (a) the provisions of this paragraph 9
shall not be deemed to cause this Option to be exercisable to the extent it has
previously been exercised or otherwise terminated; and (b) the provisions
of this paragraph 9 shall not cause this Option to become exercisable within
six months after the date of grant if the Optionee is then subject to the
restrictions of Section 16(b) of the Securities Exchange Act of 1934.


 


Notwithstanding the foregoing, in the event any change
in control of TCF Financial is deemed to have occurred after the date hereof
but prior to January 1, 2009, then this Agreement and all of the Optionee’s
rights to the Option awarded hereunder shall automatically terminate and be of
no further force or effect.


 


10.                                 Stockholder Rights not Granted by this Option.  The
Optionee is not entitled by virtue hereof to any rights of a stockholder of TCF
Financial or to notice of meetings of stockholders or to notice of any other
proceedings of TCF Financial.


 


11.                                 Withholding Tax.  Where the Optionee or another
person is entitled to receive Option Shares pursuant to the exercise of this
Option, TCF Financial shall have the right to require the Optionee or such
other person to pay to TCF Financial the amount of any taxes which TCF Financial
or any of it affiliates is required to withhold with respect to such Option
Shares, or, in lieu thereof, to retain, or sell without notice, a sufficient
number of such shares to cover 


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the
amount required to be withheld or in lieu of any of the foregoing, to withhold
or direct the withholding of a sufficient sum from the Optionee’s compensation
to satisfy such tax withholding requirements. 
TCF Financial’s method of satisfying its withholding obligations shall
be solely in the discretion of TCF Financial, subject to applicable federal,
state, and local law.


 


12.                                 Notices.  All notices hereunder to TCF
Financial shall be delivered or mailed to it addressed to TCF Financial
Corporation, 200 East Lake Street, Wayzata, Minnesota 55391.  Any notices hereunder to the Optionee shall
be delivered personally or mailed to the Optionee’s address noted below.  Such addresses for the service of notices may
be changed at any time provided written notice of the change is furnished in
advance to TCF Financial or to the Optionee, as the case may be.


 


13.                                 Plan and Plan Interpretations as Controlling.  This
Option and the terms and conditions herein set forth are subject in all
respects to the terms and conditions of the Plan, which are controlling.  All determinations and interpretations of the
Committee shall be binding and conclusive upon the Optionee or his legal
representatives with regard to any question arising hereunder or under the
Plan.


 


14.                                 Optionee Service.  Nothing in
this Option shall limit the right of TCF Financial or any of its affiliates to
terminate the Optionee’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 Optionee.


 


15.                                 Optionee Acceptance.  The
Optionee shall signify his or her acceptance of the terms and conditions of
this Option by signing in the space provided below and returning a signed copy
hereof to TCF Financial at the address set forth in paragraph 12 above.


 


16.                                 Non-Competition and Non-Solicitation Obligations.  The Optionee acknowledges that Optionee 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.  Optionee affirms
that this Agreement and the Shares awarded hereunder constitute additional
consideration for the Obligations, which Optionee hereby re-affirms as binding
and enforceable obligations of the Optionee, and that the Options and other
consideration awarded hereunder may be cancelled or forfeited in the event
Optionee breaches the Obligations.


 


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


 


 


	
   

  	
  TCF
  FINANCIAL CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Secretary

  	
   

  
	
   

  	
   

  	
   

  



 


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  ACCEPTED

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Street
  address)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (City,
  State and Zip Code)

  	
   

  



 


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