Exhibit
10(b)-11


 


TCF FINANCIAL INCENTIVE STOCK PROGRAM


 


NONQUALIFIED STOCK
OPTION AGREEMENT


 


NQO No. 33


 


 


                This option is granted on July 31, 2008 by TCF
Financial Corporation (“TCF Financial” or “Company”) to William A. Cooper (the “Optionee”)
in accordance with the terms and conditions set forth in this Nonqualified
Stock Option Agreement (the “Agreement”):


 


                                                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 800,000 shares (the “Option Shares”) of common stock
of TCF Financial at an exercise price of $12.85 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 otherwise provided in subparagraphs b., c., or d. of this paragraph 5 or in paragraph
9, if prior to January 1, 2012, the Optionee shall cease to be employed as
a result of retirement, voluntary resignation or termination by the Company for
Cause, the Optionee may exercise this Option but only during the Exercise Period
set forth in paragraph 1.b and only to the extent the Option was vested at the
date of such termination.  Option Shares
that have not vested as of the date of such termination shall thereupon
expire.  For purposes of this Agreement, termination
for Cause includes one or more of the following:  (1) engaging in willful and recurring
misconduct in not following the legitimate directions of the Board of Directors
of the Company after fair warning; (2) conviction of a felony and all
appeals from such conviction have been exhausted; (3) habitual
drunkenness; (4) excessive absence from work which absence is not related
to disability, illness, sick leave or vacations; or (5) engaging in
continuous conflicts of interest between his personal interests and the interests
of the Company after fair warning.


 


                                b.             If
prior to January 1, 2012, the Optionee shall cease to be employed due to 


 


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termination for Good
Reason by the Optionee or termination without Cause by the Company, this Option
shall not expire with respect to either vested or unvested Option Shares, and
shall continue to be subject to the vesting and Exercise Period set forth in
paragraph 1.b without the requirement that Optionee continue in the employ of
the Company.  For purposes of this
Agreement, Good Reason termination includes one or more of the following: (1) any
material diminution in the scope of the Optionee’s authority and responsibility
(provided, however, in the event of any illness or injury which disables the Optionee
from performing the Optionee’s duties, the Company may reassign the Optionee’s
duties to one or more other employees until the Optionee is able to perform
such duties); (2) a material diminution in the Optionee’s base compensation
(salary, bonus opportunity, benefits or perquisites); (3) a material
diminution in the authority, duties, responsibilities of the supervisor to whom
the Optionee is required to report; (4) a material diminution in the
budget over which the Optionee  retains
authority; (5) a material change in geographic location at which the Optionee
must perform the services; (6) any other action or inaction that
constitutes a material breach by the Company of the Optionee’s  employment agreement under which the Optionee
provides services.


 


                                c.             In
the event of termination of employment due to disability (as determined by the
Committee) or death after the date of grant but prior to January 1, 2012, a
prorated portion of this Option shall not expire and shall continue to be
subject to the vesting and Exercise Period set forth in paragraph 1.b without
the requirement that Optionee continue in the employ of the Company.  The 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 August 1, 2008 through the date of such termination; and the denominator of which is 29, 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 August 1, 2008 through the date of such termination; and the denominator of which is 41.


 


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 for any reason after January 1,
2012, and during the Exercise Period, 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 during the Exercise Period set forth in paragraph 1.b.  Following the death of the 


 


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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:


 


                                                                                                (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 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”) 


 


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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 a change in control 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.


 


                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, the Optionee may pay all or a portion of the federal, state and local
taxes, including FICA withholding tax, or may direct TCF Financial or any of it
affiliates to withhold the applicable taxes with respect to such Option Shares,
or, in lieu thereof, to retain, or sell a sufficient number of such shares to
cover the amount of withholding tax or in lieu of any of the foregoing, to
withhold a sufficient sum from the Optionee’s compensation to satisfy such tax
withholding requirements.  Notwithstanding
the foregoing, 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 


 


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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.


 


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


 




	
   

  	
  TCF FINANCIAL
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Gregory J. Pulles

  
	
   

  	
   

  	
  Gregory J.
  Pulles, Vice Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ACCEPTED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ William
  A. Cooper

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Street address)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (City, State and Zip
  Code)

  






 


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