Exhibit 10(g)-2


 


CHANGE IN
CONTROL AGREEMENT


 


THIS AGREEMENT made and
entered into as of January 1, 2006 between TCF FINANCIAL CORPORATION, a
Delaware Corporation (“TCF Financial” or the “Company”) and [Name] (the “Executive”).


 


R
E  C  I  T  A  L  S:


 


WHEREAS, the Executive
has been elected to the position of [Position
Title] of the Company;


 


WHEREAS, the Board of
Directors of the Company believes it is imperative to diminish the inevitable
distraction of the Executive by virtue of the personal uncertainties and risks
created by any pending or threatened Change in Control (as defined below) of
the Company; and


 


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


 


1.                                       Definitions.  As used in this Agreement, the following
terms shall have the following meanings:


 


(a)                                  Change
in Control.  A “Change in Control”
shall be deemed to have occurred if, prior to the expiration of this Agreement:


 


(i)                                     during any period of two (2) consecutive
years individuals who at the beginning of such period constitute the Board of
Directors of TCF Financial cease for any reason to constitute a majority
thereof, unless the election or nomination for election of each new director
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


 


(ii)                                  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 TCF Financial representing fifty
percent (50%) or more of the combined voting power of TCF Financial’s then
outstanding securities, except for any securities purchased by a TCF employee
benefit plan or trust and any person who becomes a fifty percent (50%)
beneficial owner solely as a result of stock repurchases by TCF Financial; or


 


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(iii)                               the shareholders of TCF Financial approve a
merger or consolidation of TCF Financial with any other corporation, other than
a merger or consolidation which would result in the voting securities of TCF Financial
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than fifty percent (50%) of the combined voting power of
the voting securities of TCF Financial or such surviving entity outstanding
immediately after such merger or consolidation, or the shareholders of TCF
Financial approve a plan of complete liquidation of TCF Financial or an
agreement for the sale or disposition by TCF Financial of all or substantially
all TCF Financial’s assets; provided, however, that no Change in Control will
be deemed to have occurred if such merger, consolidation, sale or disposition
of assets, or liquidation is not subsequently consummated.


 


The
date of any Change in Control shall be deemed to be the date on which it is
consummated.


 


(b)                                 Good
Reason.                     By following
the procedure set forth in this paragraph, the Executive shall have the right
to terminate the Executive’s employment with the company for “Good Reason” in
the event (i) the Executive is not at all times the same duly elected
officer of the Company that Executive was immediately prior to the Change in
Control; (ii) there is any material reduction in the scope of the
Executive’s authority and responsibility (provided, however, in the event of
any illness or injury which disables the Executive from performing the
Executive’s duties, the Company may reassign the Executive’s duties to one or
more other employees until the Executive is able to perform such duties); (iii) 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 was entitled
prior to the Change in Control; or (iv) the Company requires the Executive’s
principal place of employment to be anywhere other than where it was
immediately prior to the Change in Control. 
If the Executive proposes to terminate his employment for Good Reason
under this paragraph, the Executive shall give written notice to the Company,
specifying the reason therefore with particularity.  In the event the Executive proposes to
terminate his employment for Good Reason under clause (i), (iii), or (iv) in
this paragraph, 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 clause (ii) in
this paragraph, the Company will have an opportunity to correct any curable
situation to the reasonable satisfaction of the Executive within the period of
time specified in the notice which shall not be less than thirty (30)
days.  If such correction is not so made
or the circumstances or situation is such that it is not curable, the Executive
may, within thirty (30) 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.


 


(c)                                  Termination
Date.  “Termination Date” means the
date on which the Executive’s employment with the Company is terminated.


 


2.                                       Termination
of this Agreement for “Cause” by the Company.


 


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(a)                                  Termination
of this Agreement for “Cause” applies 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 or breached any non-competition or
non-solicitation covenant to which Executive is subject; (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.


 


(b)                                 Notice
of Right to Cure.  If the Company
proposes to terminate its obligations hereunder for Cause under paragraph 2(a),
the Company shall 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 2(a)(i), (iii), (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, this Agreement 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 of this Agreement
for Cause.


 


3.                                       Termination
of Employment Upon Change in Control – Severance Payments.  In the event of a Change in Control, if: (i) the
Executive terminates his or her employment for any reason by giving the Company
notice within the 30-day period immediately preceding the first anniversary of
the closing date of the Change in Control; or (ii) within the twenty-four
(24) months after the occurrence of such Change in Control the Executive
terminates employment for Good Reason, or (iii) within the six (6) months
before or the twenty-four (24) months after the occurrence of such Change in
Control the Executive’s employment ends for any other reason, including (x) the
Company’s failure to continue to employ Executive after expiration of Executive’s
employment agreement, but not including (y) such an end of employment by reason
of death, disability or after this Agreement has been terminated for Cause (as
defined herein); then the Executive shall be entitled to the following
severance benefits (which benefits in either case are referred to as the “Termination
Payments”):


 


(a)                                  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 


 


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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 (a).


 


(b)                                 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 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.


 


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


 


(d)                                 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 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.


 


4.                                       Certain
Additional Payments by the Company.


 


(a)                                  Gross-Up
Payment.  Anything to the contrary
notwithstanding, in the event it shall be determined that any payment,
distribution or benefit made or provided by the Company (or any successor
thereto) to or for the benefit of the Executive (whether pursuant to this
Agreement or otherwise) (a “Payment”), would be subject to the excise tax
imposed by Section 4999 of the Internal Revenue Code of 1986, as amended,
(the “Code”) or any interest or penalties with respect 


 


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to such excise tax (such
excise tax, together with any such interest and penalties, are collectively
referred to as the “Excise Tax”), then the Company shall pay the Executive in
cash an amount (the “Gross-Up Payment”) such that after payment by the
Executive of all taxes (including any interest or penalties imposed with
respect to such taxes), including but not limited to income taxes (and any
interest and penalties imposed with respect thereto) and any additional Excise
Tax, imposed upon the Gross-Up Payment, the Executive retains (after payment of
such taxes, interest and penalties) an amount of the Gross-Up Payment equal to
the Excise Tax imposed on the Payments.


 


(b)                                 Determination
of Gross-Up Payment.  Subject to
paragraph 4(c) below, all determinations required to be made under this
paragraph 4, including whether a Gross-Up Payment is required and the amount of
the Gross-Up Payment, shall be made by the firm of independent public
accountants selected by the Company to audit its financial statements for the year
immediately preceding the Change in Control (the “Accounting Firm”) which shall
provide detailed supporting calculations to the Company and the Executive
within thirty (30) days after the Termination Date.  In the event that the Accounting Firm is
serving as accountant or auditor for the individual, entity or group effecting
the Change in Control, the Executive shall appoint another nationally
recognized accounting firm to make the determinations required under this
paragraph 4 (which accounting firm shall then be referred to as the “Accounting
Firm”).  All fees and expenses of the
Accounting Firm in connection with the work it performs pursuant to this
paragraph 4 shall be promptly paid by the Company.  A Gross-Up Payment (as determined pursuant to
this paragraph 4) shall be paid by the Company to the Executive within five (5) days
of the receipt of the Accounting Firm’s determination.  If the Accounting Firm determines that no
Excise Tax is payable by the Executive, it shall furnish the Executive with a written
opinion that failure to report the Excise Tax on the Executive’s applicable
federal income tax return would not result in the imposition of a negligence or
a similar penalty.  Any determination by
the Accounting Firm shall be binding upon the Company and the Executive.  As a result of the uncertainty in the
application of Section 4999 of the Code at the time of the initial
determination by the Accounting Firm, it is possible that Gross-Up Payments
which will not have been made by the Company should have been made (“Underpayment”).  In the event that the Company exhausts its
remedies pursuant to paragraph 4(c) below, and the Executive is thereafter
required to make a payment of Excise Tax, the Accounting Firm shall promptly
determine the amount of the Underpayment that has occurred and any such
Underpayment shall be paid by the Company to the Executive within five (5) days
after such determination.


 


(c)                                  Contest.  The Executive shall notify the Company in
writing of any claim made by the Internal Revenue Service that, if successful,
would require the Company to pay a Gross-Up Payment.  Such notification shall be given as soon as
practicable but no later than ten (10) business days after the Executive
knows of such claim and shall apprise the Company of the nature of such claim
and the date on which such claim is requested to be paid.  The Executive shall not pay such claim prior
to the expiration of the thirty (30) day period following the date on which it
gives such notice to the Company (or such shorter period ending on the date
that any payment of taxes with respect to such claim is due).  If the Company notifies the Executive in
writing prior to the expiration of such period that it desires to contest such
claim, the Employee shall:


 


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(i)                                     give
the Company any information reasonably requested by the Company relating to
such claim;


 


(ii)                                  take
such action in connection with contesting such claim as the Company shall
reasonably request in writing from time to time, without limitation, accepting
legal representation with respect to such claim by an attorney selected by the
Company and reasonably acceptable to the Executive;


 


(iii)                               cooperate
with the Company in good faith in order effectively to contest such claim;


 


(iv)                              permit
the Company to participate in any proceedings relating to such claim; provided,
however, that the Company shall bear and pay directly all costs and expenses
(including additional interest and penalties) incurred in connection with such
contest and shall indemnify and hold the Executive harmless, on an after-tax
basis, for any Excise Tax or income tax, including interest and penalties with
respect thereto, imposed as a result of such representation and payment of
costs and expenses.  Without limitation
on the foregoing provisions of this paragraph 4(c), the Company shall control
all proceedings taken in connection with such contest and, at its sole option,
may pursue or forego any and all administrative appeals, proceedings, hearings
and conferences with the taxing authority in respect of such claim and may, at
its sole option, either direct the Executive to pay the tax, interest and
penalties claimed and sue for a refund or contest the claim in any permissible
manner, and the Executive agrees to prosecute such contest to a determination
before any administrative tribunal, in a court of initial jurisdiction and in
one or more appellate courts, as the Company shall determine; provided,
however, that if the Company directs the Executive to pay such claim and sue
for a refund, the Company shall advance, on an interest-free basis, the amount
of such payment to the Executive together with any Excise Tax and income taxes
imposed with respect to such advance or with respect to any imputed income with
respect to such advance; and further provided that any extension of the statute
of limitations relating to payment of taxes for the taxable year of the
Executive with respect to which such contested amount is claimed to be due is
limited solely to such contested amount. 
Furthermore, the Company’s control of the contest shall be limited to
issues with respect to which a Gross-Up Payment would be payable hereunder and
the Executive shall be entitled to settle or contest, as the case may be, any
other issue raised by the Internal Revenue Service or any other taxing
authority.


 


(d)                                 If,
after the receipt by the Executive of an amount advanced by the Company
pursuant to paragraph 4(c), the Executive becomes entitled to receive any
refund with respect to such claim, the Executive shall (subject to the Company’s
complying with the requirements of paragraph 4(c)) promptly pay to the Company
the amount of such refund (together with any interest paid or credited thereon
after any income or other taxes applicable thereto and assessed on the
Executive have been paid by the Executive from such refund).  If, after the receipt by the Executive 


 


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of an amount advanced by
the Company pursuant to paragraph 4(c), a determination is made that the
Executive shall not be entitled to any refund with respect to such claim and
the Company does not notify the Executive in writing of its intent to contest
such denial of refund prior to the expiration of thirty (30) days after such
determination, then such advance shall be forgiven and shall not be required to
be repaid and the amount of such advance shall offset, to the extent thereof,
the amount of Gross-Up Payment required to be paid.


 


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 for any reason after a Change in Control, 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; provided, that this covenant shall in no event be
enforceable for any time period that Executive did not receive severance
benefits hereunder.  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 ten (10) 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 for any reason after 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 of its subsidiaries as
to which Executive has acquired any knowledge during the term of his employment
with the Company; provided, that this covenant shall in no event be enforceable
for any time period that Executive did not receive severance benefits
hereunder.


 


(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 


 


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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 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.                                       Benefits
in Lieu of Severance Pay Policy.  The
severance benefits provided for in paragraph 3 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.


 


7.                                       Rights
in the Event of Dispute.  In the
event of a dispute between the Company and the Executive regarding 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 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 terms or performance of this Agreement, 


 


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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 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.                                       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, except that there shall be no double payment under this Agreement
and any employment agreement between Company and Executive.


 


9.                                       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.  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.


 


10.                                 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.


 


11.                                 Survival.  The rights and obligations of the parties
pursuant to this Agreement shall survive the termination of the Executive’s
employment with the Company to the extent that any performance is required
hereunder after such termination.


 


12.                                 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 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.


 


13.                                 Term.  The term of this Agreement shall commence on
the date it is signed and shall continue in effect for as long as Executive is
employed by the Company (or any successor thereof).


 


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14.                                 Amendments
and Construction.  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.


 


15.                                 No
Guarantee of Employment; Prior Severance Contract Superseded.  This Agreement shall not be construed as any
guarantee or obligation of continuing employment on the part of the Company or
Executive.  This Agreement supersedes and
replaces any prior Change in Control contract or severance contract between
Company and Executive.


 


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


 


 


	
   

  	
  TCF FINANCIAL
  CORPORATION

  
	
   

  	
   

  
	
  ATTEST:

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Lynn A. Nagorske

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Its:  President and Chief Operating Officer

  
	
  Vice Chairman, General
  Counsel

  	
   

  
	
   and Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  WITNESS:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [Name]

  
						



 


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