Exhibit 10(i)-1


 


TCF EXECUTIVE
OFFICER


EMPLOYMENT
AGREEMENT


 


THIS AGREEMENT, made and entered into as of January 1,
2006 between TCF FINANCIAL CORPORATION, a Delaware corporation (the “Company”),
and Neil Brown (the “Executive”).


 


 


R
E  C  I  T  A  L  S :


 


WHEREAS, the Executive has been elected to
the position of President and Chief Financial Officer of the Company;


 


WHEREAS, Company and Executive are currently
parties to a “Change in Control Agreement” and a “Non-Solicitation and
Confidentiality Agreement”, both expiring January 1, 2008 or sooner, (the “Prior
Agreements”);


 


WHEREAS, the Executive and the Company wish
to enter into this Agreement to provide for the continued employment of
Executive by Company and to supersede and replace the Prior Agreements;


 


WHEREAS, the Executive and the Company are
willing to enter into this Agreement upon the terms and conditions set forth
herein; and


 


WHEREAS, the Executive and the Company are
contemporaneously with the execution and delivery of this Agreement entering
into a new Change in Control Agreement (the “CIC Agreement”);


 


NOW, THEREFORE, in consideration of the
mutual promises and agreements set forth herein and in the CIC Agreement, the
parties hereby agree as follows:


 


1.                                       Employment
and Duties.  The parties hereby agree
that, during the term of this Agreement as set forth in paragraph 2 below, the
Executive shall be employed and agrees to serve in an executive position with
such executive officer duties as are assigned by the Chief Executive Officer of
the Company from time to time.  In
discharging such duties and responsibilities, the Executive may also serve as
an executive officer and/or director of any direct or indirect subsidiary of
the Company (collectively the “TCF Subsidiaries”).  During the term of this Agreement, the
Executive shall apply on a full-time basis (allowing for usual vacations and
sick leave) all of his skill and experience to the performance of his duties in
his positions with the Company and the TCF Subsidiaries.  It is understood that the Executive shall not
have any other business interests or investments that would interfere with or
be inconsistent with his duties under this Agreement.  The Executive shall perform his duties at the
Company’s principal 


 


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executive offices in Wayzata,
Minnesota or at such other location as may be mutually agreed upon by the
Executive and the Company; provided that the Executive shall travel to other
locations at such times as may be necessary for the performance of his duties
under this Agreement.


 


2.                                       Term
of Employment.  Unless sooner
terminated as provided in paragraph 4 below, the term of this Agreement shall
commence on the date hereof and shall continue through December 31, 2007;
provided that the term shall be automatically extended for one year on each January 1st
commencing January 1, 2008 unless either party gives written notice to the
other six months prior to the date on which the automatic extension would be
effective.


 


3.                                       Compensation
and Benefits.  During the term of
this Agreement, the Executive shall be entitled to the following compensation
and benefits:


 


(a)                                  Base
Salary.  As compensation for the
Executive’s services, the Executive shall be paid a base salary at a minimum
annual rate of $400,000 payable in accordance with the Company’s customary
payroll policy, which salary may be increased (but not reduced) from time to
time at the discretion of the Board of Directors (the “Base Salary”).


 


(b)                                 Other.  The Executive shall, in addition to the Base
Salary, also be entitled to an annual bonus opportunity (the “Annual Bonus”),
stock options, restricted stock, stock appreciation rights and employee
benefits in accordance with company policy and as approved by the Compensation
Committee of the Company’s Board of Directors from time to time.  In addition, Executive shall be entitled to
such perquisites as are approved by the Chief Executive Officer and reported to
the Compensation Committee of the Board from time to time.


 


(c)                                  Return
of Compensation under Section 304 of the Sarbanes-Oxley Act.  Notwithstanding anything in this Agreement to
the contrary, in the event of a restatement of financial results by the
Company, the Audit Committee of the Board of Directors shall determine (after
reasonable notice to the Executive and an opportunity for the Executive,
together with his legal counsel, to be heard before the Audit Committee)
whether or not repayment of any compensation is required under Section 304
of the Sarbanes-Oxley Act.  If the Audit
Committee determines that such repayment is required, the Committee shall make
a demand for repayment by Executive of any bonus or other incentive-based or
equity-based compensation, and any profits realized from the sale of TCF stock
or other TCF securities, which are required to be returned to the Company as a
result of Section 304 of the Sarbanes-Oxley Act.  Executive shall promptly tender such
repayment unless he disputes the findings of the Audit Committee, in which case
the parties shall submit the dispute to arbitration as provided in paragraph 7
of this Agreement


 


4.                                       Termination
of Employment.


 


(a)                                  Death,
Disability, Retirement or Voluntary Resignation.  In the event of the Executive’s death,
disability as defined in the Company’s long term disability plan then in effect,
or retirement (termination by Executive which the Compensation Committee
determines is a retirement) the employment of the Executive hereunder shall
terminate and the Company’s 


 


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obligation to make further Base
Salary and Annual Bonus (to the extent not yet earned) payments hereunder shall
thereupon terminate as of the end of the month in which such death, or
disability or retirement occurs.  In the
event of Executive’s termination of employment without Good Reason other than a
retirement (“Voluntary Resignation”) the Company shall have no obligation to
pay Base Salary (other than through Executive’s last day of employment) and no
obligation to pay any Annual Bonus after the Executive’s employment termination
date.  The Executive’s (and his
beneficiaries’) rights to other compensation and benefits shall be determined
under the Company’s benefit plans and policies applicable to Company
executives.


 


(b)                                 Termination
for Cause by the Company.  By
following the procedure set forth in paragraph 4(e), the Company shall have the
right to terminate the employment of the Executive for “Cause” in the event the
Executive:  (i) has engaged in
willful and recurring misconduct in not following the legitimate directions of
the Board of Directors of the Company after fair warning; (ii) has been
convicted of a felony and all appeals from such conviction have been exhausted;
(iii) has engaged in habitual drunkenness; (iv) has been excessively
absent from work which absence is not related to disability, illness, sick
leave or vacations; or (v) has engaged in continuous conflicts of interest
between his personal interests and the interests of the Company after fair
warning.  If the employment of the
Executive is terminated by the Company for Cause, the Company’s obligation to
make further Base Salary and Annual Bonus (to the extent not yet earned)
payments hereunder shall thereupon terminate, except the Executive shall
receive the Base Salary through the end of the month during which such a
termination occurs.  The Executive’s
rights to other compensation and benefits shall be determined under the Company’s
benefit plans and policies applicable to executives of the Company then in
effect.


 


(c)                                  Termination
for Good Reason by the Executive.  
By following the procedure set forth in paragraph 4(e), the Executive
shall have the right to terminate the Executive’s employment with the Company
for “Good Reason” in the event (i) there is a reduction in the Executive’s
Base Salary, an amendment to any stock incentive plan, pension plan or
supplemental employee retirement plan applicable to the Executive which is
materially adverse to the Executive, or a material reduction in the other
benefits to which the Executive is entitled under paragraph 3 above (other than
a reduction applied to executives or employees generally); or (ii) the
Company fails to perform its obligations under this Agreement.  If the employment of the Executive is
terminated by the Executive for Good Reason before a change in control as
defined in the CIC Agreement (“Change in Control”), the Executive shall be
entitled to the severance benefits set forth in paragraph 4(f) below.


 


(d)                                 Termination
without Cause.  The Company may
terminate the Executive’s employment without Cause prior to the expiration of
the term of this Agreement.  If the
employment of the Executive is terminated by the Company without Cause prior to
the expiration of this Agreement, before a Change in Control, the Executive
shall be entitled to the severance benefits set forth in paragraph 4(f) below.


 


(e)                                  Notice
of Right to Cure.


 


(i)  Termination
by Company for Cause.  If the Company
proposes to terminate the employment of the Executive for Cause under paragraph
4(b), the Company shall 


 


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give written
notice to the Executive specifying the reasons for such proposed determination
with particularity and specifying a cure the Company deems appropriate, and, in
the case of a termination for Cause under paragraphs 4(b)(i) (including
any breach of the provisions of paragraph 5 below), (iii) or (iv), or (v) the
Executive shall have a reasonable opportunity to correct any curable situation
to the reasonable satisfaction of the Board of Directors of the Company, which
period shall be no less than fifteen (15) days from the Executive’s receipt of
the notice of proposed termination. 
Notwithstanding the foregoing, the Executive’s employment shall not be
terminated for Cause unless and until there shall be delivered to the Executive
a copy of the resolution duly adopted by the affirmative vote of not less than
the majority of the members of the Board of Directors of the Company at a
meeting called and held for the purpose (after reasonable notice to the
Executive and an opportunity for the Executive, together with his legal
counsel, to be heard before the Board of Directors) finding that, in the
opinion of the Company’s Board of Directors, the Executive has engaged in
conduct justifying a termination for Cause.


 


(ii)  Termination
by Executive for Good Reason.  If the
Executive proposes to terminate his employment for Good Reason under paragraph
4(c) above, the Executive shall give written notice to the Company,
specifying the reason therefore with particularity and specifying a cure the
Executive deems appropriate for matters covered by paragraph 4(c)(ii) above.  In the event the Executive proposes to
terminate his employment for Good Reason under paragraph 4(c)(i) above,
the termination shall be effective on the date of such notice.  In the event the Executive proposes to
terminate his employment for Good Reason under paragraph 4(c)(ii) above,
the Company will have an opportunity to correct a curable situation to the
reasonable satisfaction of the Executive within the period of time specified in
the notice which shall not be less than fifteen (15) days.  If such correction is not so made or the
circumstances or situation is such that it is not curable, the Executive may,
within fifteen (15) days after the expiration of the time so fixed within which
to correct such situation, give written notice to the Company that his
employment is terminated for Good Reason effective forthwith.


 


(f)                                    Severance
Benefits.  If the Executive is
entitled to severance benefits under this paragraph 4(f) pursuant to
paragraph 4(c) or (d), the Executive shall be provided with the following
benefits:


 


(i)                                     Base
Salary and Annual Bonus.  The Company
shall pay the Executive, no later than 30 days after Executive’s termination of
employment, in a single sum, an amount equal to two times the sum of (x) the
Executive’s annual salary at the time of termination; and (y) the average
Annual Bonus paid or payable to Executive in respect of the three calendar
years immediately preceding the year in which termination occurs.  In the event Executive’s termination occurs
after the end of a calendar year, but before a bonus earned in that calendar
year has been paid, the Company shall pay such bonus to Executive in addition
to the amount otherwise payable under this paragraph (i).


 


(ii)                                  Medical
and Other Benefits Continuation. 
Executive shall be entitled to continuation of Company medical coverage
for the full period provided under the Consolidated Omnibus Budget
Reconciliation Act of 1985 (“COBRA”) at Company 


 


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expense. If
eligible, Executive shall participate in retiree medical coverage of the
Company on the same terms and conditions as apply to TCF employees
generally.  Executive shall also be
entitled to continuation of all other benefits after employment termination as
provided by the benefit plans or by law; provided that, if Executive obtains
new employment with comparable benefits during the Severance Period, all
entitlements under this paragraph shall cease. 
Nothing in this paragraph shall be construed as providing Executive with
coverage under any plan of Employer to which Executive would not otherwise be
entitled and in the event any coverage is unavailable, e.g. if Executive is
uninsurable, Employer’s obligations under this paragraph may be satisfied by
paying to the Executive the cost of such coverage if it were available, as
determined in good faith by the Company.


 


(iii)                               Stock
Incentives.  Executive shall be
entitled to such vesting or other benefits as are provided by the award
agreement pertaining thereto.


 


(g)                                 Benefits
in Lieu of Severance Pay Policy.  The
severance benefits provided for in this paragraph 4 are in lieu of any benefits
that would otherwise be provided to the Executive under the Company’s severance
pay policy and the Executive shall not be entitled to any benefits under the
Company’s severance pay policy.


 


(h)                                 No
Funding of Severance.  Nothing
contained in this Agreement or otherwise shall require the Company to
segregate, earmark or otherwise set aside any funds or other assets to provide
for any payments required to be made under this paragraph 4 and the rights of
the Executive to the severance benefits hereunder shall be solely those of a
general, unsecured creditor of the Company. 
However, the Company may, in its discretion, deposit cash or property,
or a combination of both, equal in value to all or a portion of the amounts
anticipated to be payable hereunder into a trust, the assets of which are to be
distributed at such times as determined by the trustee of such trust; provided
that such assets shall be subject at all times to the rights of the Company’s
general creditors.


 


(i)                                     Termination
after Change in Control.  Upon or
within six months before or twenty-four months after a Change in Control if the
employment of the Executive ends under circumstances entitling the Executive to
benefits under the CIC Agreement, the Executive shall be entitled to the
greater of the benefits provided under the CIC Agreement, if any, and the
benefits provided by this Agreement, if any, but in no event shall there be
double payment under the CIC Agreement and this Agreement.


 


(j)                                     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 such arrangements are subject to
that law.  The parties agree that they
will negotiate in good faith regarding amendments necessary to bring this
Agreement into compliance with the terms of that Section or an exemption
therefrom as interpreted by guidance issued by the Internal Revenue
Service.  The parties further agree that
to the extent any part of this Agreement fails to qualify for exemption from or
satisfy the requirements of Section 409A, the affected arrangement may be
operated in compliance with Section 409A pending amendment to the extent
authorized by the Internal Revenue Service. 
In such circumstances Company will administer this Agreement in 


 


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a manner which adheres as
closely as possible to the existing terms and intent of the Agreement while
complying with Section 409A.  This
paragraph does not restrict Company’s rights (including, without limitation,
the right to amend or terminate) with respect to this Agreement to the extent
such rights are reserved under the terms of this Agreement.


 


5.                                       Covenant
Not to Compete; Non-solicitation Covenant.


 


(a)                                  Covenant
Not to Compete.  While Executive is actively
employed by the Company and, in the event of a termination of employment other
than (i) a termination by the Company without Cause, or (ii) a
termination by the Executive for Good Reason, for a period of one year after
such termination of the Executive’s employment, the Executive agrees that he
will not directly or indirectly substantially compete with the Company or the
TCF Subsidiaries.  The Executive shall be
deemed to be substantially competing with the Company and the TCF Subsidiaries
if, without the prior written approval of the Board of Directors of the
Company, he becomes an officer, employee, agent, partner, director or owner of
a 10 (ten) percent or greater equity interest of any company (or its affiliated
companies) which engages in any types of business in which the Company or the
TCF Subsidiaries are engaged at the time of employment termination and such
competing entity operates within a 50 mile radius of any location operated by
the Company or any TCF Subsidiary.


 


(b)                                 Non-Solicitation
Covenant.  While the Executive is
actively employed with the Company and, in the event of a termination of
employment by the Company or the Executive for any reason prior to a Change in
Control, for a period of one year after the Executive’s termination of
employment, the Executive agrees that, except with the prior written permission
of the Board of Directors of the Company, he will not offer to hire, entice
away, or in any manner attempt to persuade any officer, employee, or agent of
the Company or any of the TCF subsidiaries to discontinue his or her
relationship with the Company or any of the TCF Subsidiaries nor will he
directly or indirectly solicit, divert, take away or attempt to solicit any
business of the Company or any its subsidiaries as to which Executive has
acquired any knowledge during the term of his employment with the Company.


 


(c)                                  Remedies.  If the Executive commits a breach, or
threatens to commit a breach, of any of the provisions of this paragraph 5, the
Company shall have the following rights and remedies, in addition to any rights
and remedies otherwise available at law or equity after the Company has
notified the Executive of the specific conduct or threatened conflict which it
deems in violation of this paragraph 5 and given the Executive a reasonable
opportunity to cease and desist:


 


(i)                                     The
right and remedy to have the provisions of this paragraph 5 specifically
enforced by any court having equity jurisdiction, it being acknowledged and
agreed by the Executive that any such breach or threatened breach will cause
irreparable injury to the Company and the TCF Subsidiaries and that money
damages will not provide an adequate remedy to the Company and the TCF
Subsidiaries; and


 


(ii)                                  The
right and remedy to require the Executive to account for and pay over to the
Company all compensation, profits, monies, accruals, increments, or other
benefits, other than those payable under this Agreement, derived or received by
the Executive or 


 


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the enterprise
in competition with the Company or any of the TCF Subsidiaries as the result of
any transactions constituting a breach of any part of this paragraph 5, and
Executive agrees to account for and pay over to the Company such amounts
promptly upon demand therefore.


 


6.                                       Beneficiaries.  In the event of the Executive’s death after
his termination of employment, any amount or benefit payable or distributable
to him pursuant to this Agreement shall be paid to the beneficiary designated
by the Executive for such purpose in the last written instrument received by
the Company prior to the Executive’s death, if any, or, if no beneficiary has
been designated, to the Executive’s estate, but such designation shall not be
deemed to supersede any beneficiary designation under any benefit plan of the
Company.  Whenever this Agreement
provides for the written designation of a beneficiary or beneficiaries of the
Executive, the Executive shall have the right to revoke such designation and to
redesignate a beneficiary or beneficiaries by written notice to either the
Company to such effect, except to the extent, if any restricted by law.


 


7.                                       Rights
in the Event of Dispute.  In the
event of a dispute between the Company and the Executive regarding his
employment or this Agreement, it is the intention of this Agreement that the
dispute shall be resolved as expeditiously as possible, consistent with
fairness to both sides, and that during pendency of the dispute the Executive
and the Company shall be on equal footing, as follows:


 


(a)                                  Arbitration.  Any claim or dispute relating to the Executive’s
employment or terms and performance of this Agreement, shall be resolved by
binding private arbitration before three arbitrators and any award rendered by
any arbitration panel, or a majority thereof, may be filed and a judgment
obtained in any court having jurisdiction over the parties unless the relief
granted in the award is delivered within ten (10) days of the award.  Either party may request arbitration by
written notice to the other party. 
Within thirty (30) days of receipt of such notice by the opposing party,
each party shall appoint a disinterested arbitrator and the two arbitrators
selected thereby shall appoint a third neutral arbitrator; in the event the two
arbitrators cannot agree upon the third arbitrator within ten (10) days
after their appointment, then the neutral arbitrator shall be appointed by the
Chief Judge of Hennepin County (Minnesota) District Court.  Any arbitration proceeding conducted
hereunder shall be in the City of Minneapolis and shall follow the procedures
set forth in the Rules of Commercial Arbitration of the American
Arbitration Association, and both sides shall cooperate in as expeditious a
resolution of the proceeding as is reasonable under the circumstances.  The arbitration panel shall have the power to
enter any relief it deems fair and just on any claim, including interim and
final equitable relief, along with any procedural order that is reasonable
under the circumstances.


 


(b)                                 Expenses
of Prosecution/Defense of Claim. 
During the pendency of a dispute between the Company and the Executive
relating to the Executive’s employment or the terms or performance under this
Agreement, the Company shall promptly pay the Executive’s reasonable expenses
of representation upon delivery of periodic billings for same, provided that (i) Executive
(or a person claiming on his behalf) shall promptly repay all amounts paid
hereunder at the conclusion of the dispute if the resolution thereof includes a
finding that the Executive did not act in good faith in the matter in dispute
or in the dispute proceeding itself, and (ii) no claim 


 


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for expenses of representation
shall be submitted by the Executive or any person acting on his behalf unless
made in writing to the Board of Directors within one year of the performance of
the services for which such claim is made.


 


8.                                       No
Obligation to Mitigate Damages.  In
the event the Executive becomes eligible to receive compensation or benefits
subsequent to the termination of his employment under this Agreement, the
Executive shall have no obligation to seek other employment in an effort to
mitigate damages.  To the extent the
Executive shall accept other employment after his termination of employment,
the compensation and benefits received from such employment shall not reduce
the compensation and benefits otherwise due under this Agreement, except as
provided in paragraph 4(f)(ii) above.


 


9.                                       Other
Benefits.  The benefits provided
under this Agreement shall, except to the extent otherwise specifically
provided herein, be in addition to, and not in derogation or diminution of, any
benefits that Executive or his beneficiary may be entitled to receive under any
other plan or program now or hereafter maintained by the Company, or its
subsidiaries.  The parties expressly
agree that in the event of a Change in Control the Executive shall be entitled
to the greater of the compensation and benefits as set forth in the CIC
Agreement (in lieu of and not in addition to this Agreement) and the
compensation and benefits payable under this Agreement, and in no event shall
there be double payment under the CIC Agreement and this Agreement.


 


10.                                 Successors.  The Company shall require any successor
(whether direct or indirect, by purchase, merger, consolidation, or otherwise)
to all or substantially all of the business and/or assets of the Company, to
expressly assume and agree to perform its obligations under this Agreement in
the same manner and to the same extent that the Company would be required to
perform them if no succession had taken place unless, in the opinion of legal
counsel mutually acceptable to the Company and the Executive, such obligations
have been assumed by the successor as a matter of law.  Failure of the Company to obtain such
agreement prior to the effectiveness of any such succession (unless the
foregoing opinion is rendered to the Executive) shall entitle the Executive to
terminate his employment and to receive the payments provided for in paragraph
4(f) above as if the Executive terminated this Agreement for Good
Reason.  The Executive’s rights under
this Agreement shall inure to the benefit of, and shall be enforceable by, the
Executive’s legal representative or other successors in interest, but shall not
otherwise be assignable or transferable.


 


11.                                 Severability.  If any provision of this Agreement or the
application thereof is held invalid or unenforceable, the invalidity or
unenforceability thereof shall not affect any other provisions or applications
of this Agreement which can be given effect without the invalid or
unenforceable provision or application.


 


12.                                 Survival.  The rights and obligations of the parties
pursuant to this Agreement shall survive the term of the employment to the
extent that any performance is required hereunder after the expiration or
termination of such term.


 


13.                                 Notices.  All notices under this Agreement shall be in
writing and shall be deemed effective when delivered in person (in the Company’s
case, to its Secretary) or 48 hours after 


 


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deposit thereof in the U.S.
mails, postage prepaid, addressed, in the case of the Executive, to his last
known address as carried on the personnel records of the Company and, in the
case of the Company, to the corporate headquarters, attention of the Secretary,
or to such other address as the party to be notified may specify by written
notice to the other party.


 


14.                                 Other
Agreements.  This Agreement
supersedes and replaces all prior agreements or understandings of terms of the
Executive’s employment with the Company, including the Prior Agreements.  Except as specifically provided herein, this
Agreement does not supersede or replace the CIC Agreement or any agreement
between the Company and Executive pursuant to any plans or programs of the
Company, including any stock option agreement, restricted stock agreement or
supplemental retirement agreement.


 


15.                                 Amendments
and Constructions.  This Agreement
may only be amended in a writing signed by the parties hereto.  This Agreement shall be construed under the
laws of the State of Minnesota. 
Paragraph headings are for convenience only and shall not be considered
a part of the terms and provisions of the Agreement.


 


IN WITNESS WHEREOF, the parties have duly
executed this Agreement as of the day and year first written above.


 


 


	
   

  	
  TCF FINANCIAL CORPORATION

  
	
   

  	
   

  
	
  ATTEST:

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lynn A. Nagorske

  	
   

  
	
   

  	
   

  	
  Lynn A. Nagorske

  	
   

  
	
   

  	
   

  
	
  /s/ Gregory J. Pulles

  	
   

  	
  Its: 
  President and Chief Operating Officer

  
	
  Vice Chairman, General Counsel

  	
   

  
	
   and
  Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  WITNESS:

  	
   

  
	
   

  	
   

  
	
  /s/ Diane O. Stockman

  	
   

  	
  /s/ Neil W. Brown

  	
   

  
	
   

  	
  Neil W. Brown

  
							



 


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