Exhibit 10(b)-9


 


TCF FINANCIAL INCENTIVE STOCK
PROGRAM


 


RESTRICTED STOCK AGREEMENT


 


RS
NO. 95-«Agr_No»  (Non-deferred) (Executive Stock Award)


 


Shares of Restricted Stock are hereby awarded effective January       ,
2008 by TCF Financial Corporation (“TCF Financial”) to «Recipient_First_Name» «MI» «Recipient_Last_Name» (the “Grantee”), subject
to the terms and conditions set forth in this Restricted Stock Agreement (the “Agreement”):


 


1.                                       Share Award.  TCF Financial hereby awards
the Grantee «M    of_Shares»
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 as Exhibit A.


 


2.                                       Restrictions on Transfer; Restricted Period and
Earned Shares.


 


(a)                                  During the period (the “Restricted Period”) described
in subparagraph 2(b), 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
subparagraph 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 the date specified in clauses (i) and (ii) below,
on which date such restrictions will expire with respect to a percentage of the
Shares (“Earned Shares”) as follows:


 


(i)                    
Shares (50% of the Shares awarded hereunder) will no longer be subject to the restrictions
for the Restricted Period expiring on January 31, 2011, if and only if TCF
Financial achieves a return on average equity (“ROE”) of 15% or greater based
on the three-year average for fiscal years 2008, 2009 and 2010, the
determination of which shall be made by the Committee as soon as practicable
after January 1, 2011. 
Notwithstanding the foregoing, any Shares under this subparagraph (b)(i) that
are not Earned Shares on January 31, 2011, shall be forfeited and returned
to TCF Financial on or about the date of the Committee’s determination that
such three-year average of ROE has not been achieved; and


 


(ii)                      
Shares (remaining 50% of the Shares awarded hereunder) will no longer be
subject to the restrictions for the Restricted Period expiring on January 31,
2012, if and only if TCF Financial achieves a return on average equity (“ROE”)
of 15% or greater based on the three-year average for fiscal years 2009, 2010
and 2011, the determination of which shall be made by the Committee as soon as
practicable


 


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after January 1, 2012. 
Notwithstanding the foregoing, any Shares under this subparagraph (b)(ii) that
are not Earned Shares on January 31, 2012, shall be forfeited and returned
to TCF Financial on or about the date of the Committee’s determination that
such ROE has not been achieved.


 


3.             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
ROE growth achieved, or to otherwise reduce the compensation provided under
this Agreement in any other manner which the Committee considers appropriate in
its discretion


 


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


 


(c)                                  Termination of Service by Reason of Retirement,
Death or Disability.


 


(i)                                     In the event Grantee’s retirement (as determined
by the Committee), disability, or death occurs after the date hereof but prior
to the expiration of one or both of the Restricted Periods set forth in
subparagraph 2 (b) above:  (1) all
Shares will continue to be subject to the restrictions in paragraph 2(a) until
the expiration of the applicable Restricted Period as provided in subparagraphs
2(b)(i) and 2(b)(ii) at which time the Grantee shall be entitled to a
prorated portion (to be calculated in the manner set forth below) of the Earned
Shares.  The prorated portion of Earned
Shares (rounding up to the next highest whole share) shall be the sum
of: (a) the number of Earned Shares under subparagraph 2(b)(i) multiplied
by a fraction, the numerator of
which is the number of full calendar months the Grantee was employed by TCF Financial
from January 31, 2008 through the date of such termination; and the denominator of which is 36, provided, however,
this clause (a) shall apply only if the event of termination occurs on a
date prior to January 31, 2011; and (b) the number of Earned Shares
under subparagraph 2(b)(ii) multiplied by a fraction, the numerator of which is the number of full calendar months the
Grantee was employed by TCF Financial from January 31, 2008 through the
date of such termination; and the denominator of
which is 48.


 


(ii)                                  All Earned Shares in excess of Grantee’s prorated
portion, as determined in accordance with subparagraph 3(c)(i), or all unvested
Shares, as the case


 


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may be, shall be forfeited and returned to TCF Financial in accordance
with subparagraphs 2(b)(i) and 2 (b) (ii).


 


(iii)                               For purposes of this paragraph 3(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.


 


4.                                       Certificates for Shares.  TCF
Financial may issue one or more certificates in respect of the 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 Program
(the “Program”) and an agreement entered into between the registered owner and
TCF Financial Corporation.  Copies of
such Program 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 one or more stock powers 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.


 


5.                                       Grantee’s Rights.  Except
as otherwise provided herein, Grantee, as owner of the Shares, shall have all
rights of a stockholder, including the right to vote the Shares.  The Grantee hereby irrevocably and
unconditionally assigns to TCF Financial any and all cash and non-cash
dividends and other distributions paid with respect to the Shares during the
Restricted Period.


 


6.                                       Expiration of Restricted Period.  Upon the
expiration of the applicable Restricted Period with respect to the 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 the number of Shares that become Earned Shares, without the
restrictive legend provided for in paragraph 4 above or re-register the number
of Shares that become Earned Shares in an account with the transfer agent which
is not subject to the restrictions set forth in paragraph 2(a) of this
Agreement.


 


7.                                       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


 


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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 ROE vesting and forfeiture provisions in paragraphs 2 and 3, 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 paragraph 4 above.


 


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 Program) as it may deem appropriate.


 


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 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 Company’s Board of Directors (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 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 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 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


 


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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, paragraphs 2(b) and
4 of this Agreement) in the event of a change in control of TCF Financial, all
terms and conditions of this Agreement shall be deemed satisfied, all the
Shares awarded hereunder shall vest as of the date of such change in control
and shall thereafter be administered as provided in paragraph 6 of this
Agreement.


 


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 Grantee’s rights to the Shares awarded
hereunder shall automatically terminate and be of no further force or effect.


 


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 Program 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.                                 Program and Program 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 Grantee’s legal
representatives with regard to any question arising hereunder or under the
Program.  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 stock powers, as


 


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required under paragraph 4 above, and returning a signed copy hereof
and of the 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.


 


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 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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