Exhibit 10(b)-2


 


TCF FINANCIAL INCENTIVE STOCK PROGRAM


 


RESTRICTED STOCK AGREEMENT


 


AND NONSOLICITATION / CONFIDENTIALITY AGREEMENT


 


RS
NO. 95 – «Agr_No» (Non-deferred)


 


Shares
of Restricted Stock are hereby awarded effective on «Award_Date» by TCF Financial
Corporation (“TCF Financial”) to «Recipient_First_Name» «MI»
«Recipient_Last_Name» (the “Grantee”), in accordance with the following terms
and conditions:


 


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.


 


2.                                       Restrictions on Transfer and Restricted Periods.


 


a.                                       During the respective periods (the “Restricted
Periods”) hereinafter described, 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 a. during Restricted Periods commencing on the date of this
Agreement (the “Commencement Date”) and, (subject to the acceleration and
forfeiture provisions herein) terminating with respect to one hundred percent
(100%) of the Shares on «Vest_Date_Month_Day», «Year_Vests».


 


c.                                       Shares will vest, and no longer be subject to the
restrictions imposed by subparagraph b, 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 have the authority, in its discretion, to accelerate the
time at which any or all of the restrictions in subparagraph a shall lapse with
respect to any Shares, or to remove any or all such restrictions, whenever the
Committee may determine that such action is appropriate by reason of changes in
applicable tax or other laws, or other changes in circumstances occurring after
the commencement of the Restricted Periods.


 


3.                                       Termination of Service.  Except
as provided in paragraph 8 below and in this paragraph 3, in the event of
Grantee’s termination of employment for any reason (other than death, total or
partial disability, or normal or early retirement), all Shares which at the
time of such


 


1

















 


termination
of employment are subject to the restrictions imposed by paragraph 2.a. above
shall upon termination of employment be forfeited and returned to TCF Financial
unless the Committee, pursuant to its discretion under paragraph 2.c., shall
determine to remove any or all of the restrictions on such Shares prior to such
forfeiture; provided, however, that not withstanding the foregoing, if the
Grantee ceases employment by reason of death, total or partial disability, or
normal or early retirement (as determined in the discretion of the Committee),
a prorated portion of the Shares will vest based on the number of months from
«Award_Date» to the termination date, divided by «Div_by».


 


4.                                       Certificates for Shares.  TCF
Financial shall 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 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 simultaneously with the execution of this Agreement
a stock power shall be executed, endorsed in blank and promptly delivered to
TCF Financial.


 


5.                                       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 subparagraph 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.


 


6.                                       Expiration of Restricted Period.  Upon the
expiration of the Restricted Period with respect to any Shares, TCF Financial
shall redeliver 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 paragraph 4 above. The
Shares as to which the Restricted Period shall have lapsed or expired shall be
free of the restrictions referred to in subparagraph 2.a. above and such
certificates shall not bear the legend provided for in paragraph 4 above.


 


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,


 


2

















 


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
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 subparagraph
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 in the manner provided in paragraph 4
above.


 


8.                                       Vesting Upon a Change in Control.  A
“Change in Control” shall be deemed to have occurred if: (a) during any period
of two (2) consecutive years individuals who at the beginning of such period
constitute the Board of Directors of TCF Financial cease for any reason to
constitute a majority thereof, unless the election or nomination for election
of each new director 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 (b) 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 TCF Financial representing thirty percent (30%) or
more of the combined voting power of TCF Financial’s then outstanding
securities, except for any securities purchased by TCF’s employee stock
ownership plan and trust and any person who becomes a thirty percent (30%)
beneficial owner solely as a result of stock repurchases by TCF Financial; or
(c) the shareholders of TCF Financial approve a merger or consolidation of TCF
Financial with any other corporation, other than a merger or consolidation
which would result in the voting securities of TCF Financial outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) more than fifty percent (50%) of the combined voting power of the
voting securities of TCF Financial or such surviving entity outstanding
immediately after such merger or consolidation, or the shareholders of TCF
Financial approve a plan of complete liquidation of TCF Financial or an
agreement for the sale or disposition by TCF Financial of all or substantially
all TCF Financial’s assets; provided, however, that no Change in Control will
be deemed to have occurred if such merger, consolidation, sale or disposition
or assets, or liquidation is not subsequently consummated.


 


If
Grantee’s employment is involuntarily terminated without “cause” within one
year after the closing of a Change in Control, the Restricted Period with
respect to any Shares then subject to a Restricted Period shall expire, such
Shares shall be free of the restrictions in subsection 2(a) hereof, and such
Shares shall thereafter be treated as provided in Section 6 hereof.  For this purpose, “cause” shall be limited to
willful misconduct.


 


9.                                       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


 


3

















 


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.


 


10.                                 Plan and Plan Interpretations as Controlling.  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.


 


11.                                 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.


 


12.                                 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.


 


NONSOLICITATION AND CONFIDENTIALITY AGREEMENT


 


As a
condition of accepting this Restricted Stock Award and in consideration of the
opportunity to receive shares of stock and dividend compensation, I, the
undersigned Grantee, agree that for the duration of my employment with TCF
Financial, TCF Bank or any of their affiliated companies (“TCF”) and for a
period of [# of Years] after my termination of employment, I will not solicit
or attempt to solicit any of the customers of TCF or solicit or attempt to hire
any current employees of TCF for any other bank, financial services company,
lending company, leasing company or other corporation, person or other entity
providing the same or similar products or services as provided by TCF.  I also agree that in the event of my termination
of employment with TCF I will not remove any documents, customer information or
other TCF proprietary materials from TCF premises, computers or otherwise
without specific permission and will promptly return upon request any and all
TCF-related documents, customer information or other TCF proprietary materials
in my possession.  I understand this is a
binding contractual agreement which TCF may enforce in Court and/or seek
damages from me if it is violated, even if the restricted shares awarded in this
Agreement never become vested.


 


4

















 


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


 


 


	
   

  	
  TCF
  FINANCIAL CORPORATION

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Sr.
  Vice President/General Counsel for Corporate Affairs

  



 


I acknowledge that this Agreement includes Nonsolicitation and
Confidentiality obligations that are binding on me after my termination of
employment with TCF.


 


	
   

  	
  ACCEPTED
  (“Grantee”):

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Street
  Address)

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (City,
  State and Zip Code)

  



 


5