Exhibit 10(i)-2
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
[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, 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 [$salary] 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.
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 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
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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 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.
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(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
