Exhibit 10(b)-17


 


TCF FINANCIAL INCENTIVE
STOCK PROGRAM


 


RESTRICTED STOCK AGREEMENT


 


RS NO.             (Non-deferred) (Performance-based)


 


Shares of Restricted Stock are hereby awarded
effective December 14, 2009 by TCF Financial Corporation (“TCF Financial”)
to                           
(the “Grantee”), subject to the terms, conditions and restrictions set forth in
this Restricted Stock Agreement (the “Agreement”):


 


1.                                       Share Award.  TCF Financial hereby awards the Grantee                 
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, conditions and restrictions therein and hereinafter set
forth.  A copy of the Program as
currently in effect is incorporated herein by reference and is attached hereto
as Exhibit A.


 


2.                                       Restrictions on
Transfer and Restricted Period.


 


(a)                                  During the
period (the “Restricted Period”) hereinafter described, the Shares may not be
sold, assigned, transferred, pledged, or otherwise encumbered by the Grantee.


 


(b)                                 The Shares
granted pursuant to paragraph 1. are 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 through the date of vesting applicable to that portion of
the Shares specified in clauses (i), (ii), and (iii) below:


 


(i)                                     One-third of
the Shares will vest on April 1, 2011 if TCF Financial’s return on equity
(“ROE”) for fiscal year 2010 exceeds the mean of TCF Financial’s peer group of
institutions (as such peer group applicable to fiscal year 2010 is disclosed in
the proxy statement) and, if achieved, the restrictions shall lapse as to one-third
of the Shares on the vesting date as finally determined by the Committee
referred to in section 2. of the Program (the “Committee”).


 


(ii)                                  One-third of
the Shares will vest on April 1, 2012 if TCF Financial’s ROE for fiscal
year 2011 exceeds the mean of TCF Financial’s peer group of institutions (as
such peer group applicable to fiscal year 2011 is disclosed in the proxy
statement) and, if achieved, the restrictions shall lapse as to one-third of
the Shares on the vesting date as finally determined by the Committee.


 


(iii)                               One-third of
the Shares will vest on April 1, 2013 if TCF Financial’s ROE for fiscal
year 2012 exceeds the mean


 


 


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of TCF Financial’s peer group of institutions
(as such peer group applicable to fiscal year 2012 is disclosed in the proxy
statement) and, if achieved, the restrictions shall lapse as to one-third of
the Shares on the vesting date as finally determined by the Committee.


 


Notwithstanding the foregoing, as to any
portion of the Shares for which the restrictions have not lapsed as a result of
the failure to achieve the ROE goal applicable thereto, all rights of the
Grantee to such portion of the Shares shall terminate and be forfeited
effective as of April 2nd of the year in which such Shares
would otherwise have vested and be returned to TCF Financial on or about that
date.


 


3.                                       Vesting.


 


(a)                                  Shares will
vest in accordance with the schedule set forth in paragraph 2.(b), and no
longer be subject to the restrictions imposed by paragraph 2.(a), at the
expiration of the Restricted Period with respect thereto.  The Committee shall not have any authority to
accelerate the time at which any or all of the restrictions in paragraph 2.(a) shall
expire with respect to any Shares, or to remove any or all such
restrictions.  However, the Committee
shall have all the authority provided in the Program with respect to
performance-based compensation, including the authority to reduce or delay the
Shares vesting under this Agreement or the determination of whether TCF’s ROE
exceeded the mean of its peer group of institutions for any year, or to
otherwise reduce the compensation provided under this Agreement in any other
manner which the Committee considers appropriate in its discretion.


 


(b)                                 Termination of
Service for Reasons other than Disability, Retirement or Death.  In the event of the Grantee’s termination of
employment for any reason other than disability, retirement or death during the
Restricted Period, all unvested Shares at the time of such event shall be
forfeited and returned to TCF Financial.


 


(c)                                  Termination of
Service by Reason of Retirement, Death or Disability.  In the event of Grantee’s retirement (as
determined by the Committee), death or  disability
(the Grantee has been receiving benefits under TCF’s long-term disability plan
for at least three months), or death during the Restricted Period:  (1) a pro-rata percentage of the Shares
subject to vesting for the fiscal year in which the event of retirement, death
or disability occurs, will vest on the same date that such portion of the
Shares otherwise would vest under subparagraphs 2.(b)(i), (ii), or (iii), as
applicable, had Grantee remained employed through that date, and (2) all
Shares in excess of that percentage and any portion of the Shares subject to
vesting in a subsequent period shall be forfeited and canceled upon such
retirement,  death or disability.  The pro-rata percentage shall be determined
based on the number of full calendar months from January 1 of the
applicable fiscal year to the date of retirement, death or disability, divided
by 12. 
For purposes of this paragraph 3.(c), the date of Grantee’s retirement
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.


 


 


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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.


 


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 stockholders; provided, that
shares of Common Stock distributed in dividends (in the nature of a stock
split) shall be subject to all 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 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 such Shares, without the restrictive legend provided for in
paragraph 4. above or re-register the shares in an account with the transfer
agent which is not subject to the restrictions set forth in paragraph 2.(a) of
this Agreement.  The Shares as to which
the Restricted Period shall have lapsed or expired shall be free of the
restrictions referred to in paragraph 2.(a) above and any 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, 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. and 3., shall be appropriately adjusted by the


 


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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”), provided, however, that this paragraph shall not
take effect until January 1, 2010:


 


(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


 


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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 Agreement or the 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 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 and under 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


 


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to the extent (if any) such arrangements are
subject to that law.


 


15.                                 Non-Solicitation
Covenant.


 


(a)                                  While actively
employed by TCF Financial or subsidiaries of TCF Financial and,  in the event of termination of employment
other than (i) a termination by TCF Financial or subsidiaries of TCF
Financial without Cause, or (ii) a termination by the Grantee for Good
Reason (as defined in subparagraph (b)), for a period of one year after the
Grantee’s termination of employment, the Grantee agrees that, except with the
prior written approval of the Board of the Directors of TCF Financial, the
Grantee will not offer to hire, entice away, or in any manner attempt to
persuade any officer, employee, or agent of TCF Financial or  subsidiaries of TCF Financial to discontinue
his or her relationship with TCF Financial or any of its subsidiaries nor will
the Grantee directly or indirectly solicit, divert, take away or attempt to
solicit any business of TCF Financial or subsidiaries of TCF Financial as to
which the Grantee has acquired any knowledge during the term of the Grantee’s
employment with TCF Financial or subsidiaries of TCF Financial.


 


(b)                                 The Grantee
shall have the right to terminate employment with TCF Financial or subsidiaries
of TCF Financial for “Good Reason” in the event there is: (i) 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, TCF Financial or subsidiaries of
TCF Financial may reassign the Grantee’s duties to one or more other employees
until the Grantee is able to perform such duties); (ii) a material
diminution in the Grantee’s base compensation (salary, bonus opportunity,
benefits or perquisites as in effect before the Change in Control, if
applicable); (iii) a material diminution in the authority, duties,
responsibilities of the supervisor to whom the Grantee is required to report; (iv) a
material diminution in the budget over which the Grantee  retains authority; or (v) a material
change in geographic location at which the Grantee must perform the services.


 


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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:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Signature]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Street
  Address)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (City,
  State and Zip Code)

  



 


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