Exhibit 10(b)-2
TCF
FINANCIAL INCENTIVE STOCK PROGRAM
RESTRICTED
STOCK AGREEMENT
AND
NONSOLICITATION / CONFIDENTIALITY AGREEMENT
RS NO. 95 –
«Agr_No» (Non-deferred)
Shares of
Restricted Stock are hereby awarded effective on
«Award_Date» by TCF Financial Corporation (“TCF
Financial”) to «Recipient_First_Name»
«MI» «Recipient_Last_Name» (the
“Grantee”), in accordance with the following terms and
conditions:
1.
Share
Award . TCF Financial
hereby awards the Grantee «M__of_Shares» 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 and conditions therein and hereinafter set forth. A
copy of the Program as currently in effect is incorporated herein
by reference and is attached hereto.
2.
Restrictions on Transfer
and Restricted Periods .
a.
During the
respective periods (the “Restricted Periods”)
hereinafter described, Shares may not be sold, assigned,
transferred, pledged, or otherwise encumbered by the
Grantee.
b.
The Shares
will be subject to the restrictions in subparagraph a. during
Restricted Periods commencing on the date of this Agreement (the
“Commencement Date”) and, (subject to the acceleration
and forfeiture provisions herein) terminating with respect to one
hundred percent (100%) of the Shares on
«Vest_Date_Month_Day», «Year_Vests».
c.
Shares will
vest, and no longer be subject to the restrictions imposed by
subparagraph b, at the expiration of the Restricted Period with
respect thereto. The Committee referred to in section 2 of
the Program or its successor (the “Committee”) shall
have the authority, in its discretion, to accelerate the time at
which any or all of the restrictions in subparagraph a shall lapse
with respect to any Shares, or to remove any or all such
restrictions, whenever the Committee may determine that such action
is appropriate by reason of changes in applicable tax or other
laws, or other changes in circumstances occurring after the
commencement of the Restricted Periods.
3.
Termination
of Service . Except as provided
in paragraph 8 below and in this paragraph 3, in the event of
Grantee’s termination of employment for any reason (other
than death, total or partial disability, or normal or early
retirement), all Shares which at the time of such
1
termination of
employment are subject to the restrictions imposed by paragraph
2.a. above shall upon termination of employment be forfeited and
returned to TCF Financial unless the Committee, pursuant to its
discretion under paragraph 2.c., shall determine to remove any or
all of the restrictions on such Shares prior to such forfeiture;
provided, however, that not withstanding the foregoing, if the
Grantee ceases employment by reason of death, total or partial
disability, or normal or early retirement (as determined in the
discretion of the Committee), a prorated portion of the Shares will
vest based on the number of months from «Award_Date» to
the termination date, divided by «Div_by».
4.
Certificates for
Shares . TCF Financial
shall 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 and an Agreement entered into between the registered
owner and TCF Financial Corporation. Copies of such Plan 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 simultaneously with the execution of this
Agreement a stock power shall be executed, endorsed in blank and
promptly delivered to TCF Financial.
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 other
shareholders; provided, that shares of Common Stock dividends in
the nature of a stock split shall be subject to all of 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 any Shares, TCF
Financial shall redeliver 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. The Shares as to which
the Restricted Period shall have lapsed or expired shall
