Exhibit
10(b)-12


 


TCF FINANCIAL INCENTIVE STOCK PROGRAM


 


RESTRICTED STOCK AGREEMENT


 


RS NO. 923  (Non-deferred) (Performance-Based Executive
Stock Award)


 


                Shares of Restricted Stock are hereby awarded
effective July 31, 2008 by TCF Financial Corporation (“TCF Financial” or “Company”)
to William A. Cooper (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 450,000 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
Period.


 


                                                (a)           During
the period (the “Restricted Period”) described in paragraph 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 paragraph 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), (ii) and
(iii) below, on which date such restrictions will expire with respect to such
Shares which shall then vest as follows:


 


                                                                                                (i)  150,000 Shares will vest and no
longer be subject to the restrictions of the Restricted Period on January 1,
2010, if TCF Financial achieves a return on average equity (“ROE”) of 15% or
greater for fiscal year 2009;


 


                                                                                                (ii)  150,000 Shares will vest and
no longer be subject to the restrictions of the Restricted Period on January 1,
2011, if TCF Financial achieves an ROE of 15% or greater for fiscal year 2010.  Additionally, if TCF achieves an ROE of 15%
or greater based on the two-year average for fiscal years 2009 and 2010, then any
Shares subject to the Restricted Period under subparagraph (b)(i) and this
subparagraph (b)(ii) will vest on January 1, 2011 to the extent not
previously vested;


 


(iii)  150,000 Shares will vest and no longer be
subject to the restrictions of the Restricted Period on January 1, 2012,
if TCF Financial achieves an ROE of 15% or greater for fiscal year 2011. Additionally,
if TCF achieves an ROE of 15% or greater based on the three-year average for
fiscal years 2009, 2010 and 2011, then any Shares subject to the Restricted
Periods under subparagraphs (b)(i), (b)(ii) and this subparagraph (b)(iii) will
vest on January 1, 2012 to the extent not previously 


 


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vested.


 


                                                                                                Notwithstanding the foregoing, any Shares
under this paragraph 2(b) that have not vested by January 31, 2012,
shall be forfeited and returned to TCF Financial.  The determination of ROE growth achieved
shall be made by the Committee as soon as practicable after January 1 following
the applicable fiscal year but no later than January 31st of
the following year.


 


                                                                                                The total Shares that can vest under this
Agreement shall not exceed 450,000 Shares, subject to the adjustments referred
to in paragraph 7.


 


3.             Termination of Service


 


(a)                  Termination
for Cause by the Company, Retirement or Voluntary Resignation.


 


(i)                                     In the event the employment of Grantee is
terminated by the Company for Cause (as defined in subparagraph 3(a)(ii) below),
or Grantee retires or voluntarily terminates his employment with the Company
without Good Reason (as defined in subparagraph 3(c)(ii) below), all
Shares which have not vested and remain subject to the Restricted Period at the
time of such event shall be forfeited and returned to TCF Financial.


 


(ii)                                  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 Grantee’s personal interests and the
interests of the Company after fair warning.


 


(b)                                 Termination of Service by Reason of
Disability or Death.
In the event of Grantee’s disability (as determined by the Committee) or death,
the Grantee shall be entitled to a prorated number of Shares that remain subject
to the Restricted Period at the time of such event; the determination of which
shall be made in accordance with the terms and conditions set forth in
paragraph 2(b), including without limitation the vesting schedule and
achievement of ROE goals.  The prorated amount
shall equal: the number of Shares, if any, that vest under subparagraphs
2(b)(i), 2(b)(ii) and/or 2(b)(iii), multiplied by a fraction, the numerator of which is the number of full calendar months Grantee
was employed by TCF Financial from August 1, 2008 through the date of such
termination; and the denominator of
which is 41. Any Shares subject to the Restricted Period on January 31,
2012 shall be forfeited and returned to the TCF Financial.


 


(c)                                  Termination of Employment by Grantee for
Good Reason or by Company without Cause.


 


 


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(i)                                     In the event Grantee terminates his
employment with the Company for Good Reason or his employment with the Company is
terminated by the Company without Cause, the Grantee shall be entitled to the
Shares when, as and if they become vested in accordance with the terms and
conditions set forth in paragraph 2(b) including without limitation the vesting
schedule and achievement of ROE goals, without the requirement that Grantee
continue in the employ of the Company. Any Shares which have not vested and are
subject to the Restricted Period on January 31, 2012 shall be forfeited
and returned to TCF Financial.


 


(ii)                                  For purposes of this Agreement, Good
Reason termination includes one or more of the following:  (1) any material diminution in the scope
of the Grantee’s authority and responsibility (provided, however, in the event
of any illness or injury which disables the Grantee from performing the Grantee’s
duties, the Company may reassign the Grantee’s duties to one or more other
employees until the Grantee is able to perform such duties); (2) a
material diminution in the Grantee’s base compensation (salary, bonus
opportunity, benefits or perquisites); (3) a material diminution in the authority,
duties, responsibilities of the supervisor to whom the Grantee is required to
report; (4) a material diminution in the budget over which the Grantee  retains authority; (5) a material change
in geographic location at which the Grantee must perform the services; (6) any
other action or inaction that constitutes a material breach by the Company of
the Grantee’s  employment agreement under
which the Grantee provides services.


 


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.


 


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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 such Shares, without the
restrictive legend provided for in paragraph 4 above, or re-register with the
transfer agent the number of Shares 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 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, 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


 


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                                                (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 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.


 


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 


 


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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, 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 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.


 


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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

  	
  /s/
  Gregory J. Pulles

  
	
   

  	
   

  	
  Secretary and Vice
  Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ACCEPTED:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  William A. Cooper

  
	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Street Address)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (City, State and Zip
  Code)

  






 


 


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