Exhibit 10(b)-14


 


TCF FINANCIAL INCENTIVE STOCK PROGRAM


 


AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT


 


RS NO. 95-«Agr_No» (Amended and Restated) (Non-deferred)
(Non-Performance-Based Executive Stock Agreement)


 


WHEREAS, effective January 21,
2008, TCF Financial Corporation (“TCF Financial” or “Company”)
awarded to                               
(the “Grantee”)                 
shares (the “Shares”) of common stock, par value $.01 per share (“Common Stock”)
pursuant to the terms and conditions set forth in restricted stock award
agreement RS No.         
(the “Agreement”), subject to the vesting requirements and other terms and
conditions set forth in RS No         ,
intending that such Shares would qualify as “performance-based” under section
162(m) of the Internal Revenue Code (“IRC”) in order that any vesting of
such Shares would be a deductible compensation expense for purposes of TCF
Financial’s corporate income tax; and


 


WHEREAS,  subsequent to the award of the Shares, TCF
Financial commenced participation in the U.S. Treasury Department’s Troubled
Assets Relief Program (“TARP”) Capital Purchase Program as authorized by the Emergency Economic Stabilization Act of
2008 (“EESA”), which requires the following during the time the Treasury
Department holds an equity or debt position in TCF Financial: (i) compensation
to Grantee in excess of $500,000 annually will not be tax deductible by TCF
Financial under the IRC regardless of whether such compensation qualifies as
performance-based under IRC section 162(m), (ii) the
Compensation Committee of the Board of Directors must ensure that senior
executive officer incentive compensation arrangements do not encourage such
officers to take unnecessary and excessive risks that threaten the value of TCF
Financial; (iii) any bonus or incentive compensation paid to senior
executive officers must be subject to recovery if the bonus or incentive
compensation payments were based on materially inaccurate financial statements
or any other materially inaccurate performance metric criteria; and (iv) no
golden parachute payments will be made to senior executive officers in excess
of those permitted under U.S. Treasury Department regulations; and


 


WHEREAS,
Grantee is or may become a “senior executive officer” of TCF Financial as that
term is defined under EESA and U.S. Treasury Department regulations during the
time TCF Financial is a participant in the TARP Capital Purchase Program; and


 


WHEREAS, in light of the
foregoing TARP Capital Purchase Program requirements, TCF Financial and Grantee
wish to amend the award of Shares to make their vesting subject to continued
service of Grantee as set forth herein but without the requirement that TCF
Financial attain specific performance targets.


 


NOW, THEREFORE, in
consideration of the terms and conditions herein, effective as of January 20,
2009, TCF Financial and Grantee hereby amend RS No         
to provide that the Shares are subject to the terms and
conditions set forth in this Amended and Restated Restricted Stock Agreement RS
No.       -A (the “Amended and
Restated Agreement”), which fully supersedes and replaces the previous
Agreement with respect to the Shares.


 


1.                                      Share
Award.  This Amended and Restated Agreement shall constitute
an amended award to Grantee of the Shares previously awarded 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 subparagraph 2(b), the Shares
may not be sold, assigned, transferred, pledged, or otherwise encumbered by the
Grantee.


 


 


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(b)                                 The
Shares will be subject to the restrictions in subparagraph 2(a) during the
Restricted Period commencing on the date of this Amended and Restated 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 such Shares which shall
then vest as follows:


 


(i)                   
Shares (50% of the Shares awarded hereunder) will vest and will no longer be
subject to the restrictions of the Restricted Period on January 31, 2011;
and


 


(ii)                   
Shares (remaining 50% of the Shares awarded hereunder) will vest and will no
longer be subject to the restrictions of the Restricted Period on January 31,
2012.


 


(c)                                  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.


 


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


 


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
notwithstanding 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 January 31, 2008 to the
termination date, divided by 47.    
For purposes of this paragraph 3, 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 Amended and Restated 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 Amended and Restated 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 Amended and Restated 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 Amended
and Restated Agreement, the number and class of Shares covered by this Amended
and Restated Agreement as well as the 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 


 


 


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(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 Amended and Restated Agreement) in the event of a change in control
of TCF Financial, all terms and conditions of this Amended and Restated 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 Amended and Restated 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.  
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.


 


12.                               Grantee
Service.  Nothing in this Amended and Restated 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 Amended and Restated 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 Amended and Restated 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 and other consideration awarded
hereunder may be cancelled or forfeited in the event Grantee breaches the
Obligations.


 


 


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16.                               TARP
Capital Purchase Program.  This Amended and Restated 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 AMENDED AND RESTATED 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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