Exhibit 10(b)-15


 


TCF FINANCIAL
INCENTIVE STOCK PROGRAM


 


RESTRICTED STOCK
AGREEMENT


 


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


 


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 thirty-three
and one-third percent (33 1/3%) of the Shares (rounded down to the nearest
whole share) on January 1, in each of the years 2010, 2011, and 2012,
provided that the total vesting percentage under this Agreement shall never
exceed 100%.


 


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 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 


 


 


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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 unvested Shares will
vest based on the number of months from January 31, 2009 to the
termination date, divided by 35.


 


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 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.


 


Alternatively, TCF
Financial may cause the shares to be issued in the name of the Grantee in a
sub-issue of Common Stock managed by the transfer agent which is subject to the
transferability restrictions set forth above.


 


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 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.  Alternatively, if a
certificate was not previously delivered or issued under paragraph 4, TCF may
deliver a certificate to Grantee (or Grantee’s representative, beneficiary, or
heir) or transfer the shares to a sub-issue without the transferability
restrictions 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 or be subject to the transferability
restrictions 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, 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 


 


 


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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.                                       Effect of Change in Control.  Each of the events specified in
the following clauses (a) through (c) of this paragraph 8 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 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.


 


 


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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
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.


 


13.                                 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.


 


14.                                 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 and
other consideration awarded hereunder may be cancelled or forfeited in the
event Grantee breaches the Obligations.


 


15.           TARP Capital Purchase Program. 
This Agreement is intended to, and shall be interpreted, administered and
construed to comply with the Emergency Economic Stabilization Act of 2008 and
all U.S. Treasury Department regulations under its Troubled Assets Relief
Program (“TARP”) Capital Purchase Program. 
Grantee therefore agrees that, during the period the Treasury Department
holds an equity or debt position in TCF Financial acquired under the TARP
Capital Purchase Program: (i) any bonus or incentive compensation paid to
Grantee is subject to recovery by TCF Financial, and Grantee will promptly
repay any such amounts to TCF Financial, if the bonus or incentive compensation
payments were based on materially inaccurate financial statements or any other
materially inaccurate performance metric criteria, (ii) no golden parachute
payments (as defined in U.S. Treasury Department regulations) in excess of
those permitted under U.S. Treasury Department regulations will be made to
Grantee, (iii) to the extent that TCF Financial or the Compensation Committee
of TCF Financial’s Board of Directors determines that any incentive
compensation arrangements with Grantee must be revised so as to not encourage
unnecessary or excessive risks to TCF Financial, Grantee and TCF Financial
agree to negotiate and effect such changes promptly and in good faith, and (iv)
Grantee agrees to the foregoing provisions of this section notwithstanding any
contrary terms of any employment agreement, change in control agreement, bonus
agreement, stock or option award agreement, or any other incentive or benefit
plan, arrangement, policy or agreement of any nature whatsoever between Grantee
and TCF Financial, and all such agreements, plans, arrangements and policies
are hereby amended as necessary to give effect to the foregoing provisions of
this section.  The foregoing provisions
of this section shall cease to apply and will be of no force and effect if TCF
Financial determines that Grantee is not, or is no longer, a senior executive
officer of TCF Financial for purposes of the TARP Capital Purchase Program.


 


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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

  	
   

  
	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  
	
   

  	
  ACCEPTED (“Grantee”):

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Street Address)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (City, State and Zip
  Code)

  



 


 


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