Exhibit 10(b)-6
TCF
FINANCIAL INCENTIVE STOCK PROGRAM
RESTRICTED
STOCK AGREEMENT
AND
NON-SOLICITATION / CONFIDENTIALITY AGREEMENT
RS NO.
Shares of Restricted Stock are hereby awarded effective on January
22, 2007 by TCF Financial Corporation (“TCF Financial”)
to
(the
“Grantee”), in accordance with the following terms and
conditions:
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 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 January 1,
2012.
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 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
1
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 January
22, 2007 to the termination date, divided by 60.
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 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.
Alternatively,
TCF Financial may cause the shares to be issued in the name of the
Grantee in a sub-issue of Common Stock managed by the transfer
agent which is subject to the transferability restrictions set
forth above.
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. Alternatively, if a
certificate was not previously delivered or issued under paragraph
4, TCF may deliver a certificate to Grantee (or Grantee’s
representative, beneficiary, or heir) or transfer the shares to a
sub-issue withou
