Exhibit 10(b)-5
TCF FINANCIAL INCENTIVE STOCK
PROGRAM
RESTRICTED STOCK
AGREEMENT
AND NON-SOLICITATION /
CONFIDENTIALITY AGREEMENT
RS NO.
(Non-deferred) (Modified Year 2006 Executive Stock
Award)
Shares of Restricted Stock are
hereby awarded effective 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 Period .
(a)
During the period (the
“Restricted Period”) hereinafter described, the Shares
may not be sold, assigned, transferred, pledged, or otherwise
encumbered by the Grantee.
(b)
The Shares will be subject to the
restrictions in paragraph 2(a) during the Restricted Period
commencing on the date of this Agreement (the “Commencement
Date”) and (subject to the forfeiture provisions herein)
continuing until January 31, 2011, when the restrictions will
expire with respect to the “Earned Shares” as
determined under sections 3 and 4.
3.
Earned Shares
(a)
A portion of the Shares can be
earned annually (“Earned Shares”) based on TCF
Financial’s achievement of EPS growth rates for the fiscal
years 2007 and 2008 as set forth in Appendix A. All Earned Shares
are subject to the restrictions in paragraph 2(a) during the
Restricted Period and to the forfeiture provisions of section
4.
(b)
The number of Shares that become
Earned Shares will be determined as of December 31, 2007 and 2008
and will be determined based on TCF Financial’s achievement
of EPS growth rates for fiscal years 2007 and 2008, as approved by
the Committee and set forth on Appendix A to this
Agreement.
(c)
Notwithstanding the foregoing, any
Shares that are not Earned Shares on January 31, 2009, shall be
forfeited and returned to TCF Financial on or about that date and
the number of Earned Shares under Appendix A shall not in any event
exceed the total number of Shares in section 1 under this
Agreement.
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4.
Vesting
(a)
Earned Shares will vest, and no
longer be subject to the restrictions imposed by paragraph 2(a), 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 not have any authority to
accelerate the time at which any or all of the restrictions in
paragraph 2(a) shall expire with respect to any Shares, or to
remove any or all such restrictions. However, the Committee shall
have all the authority provided in the Program with respect to
performance-based compensation, including the authority to reduce
or delay the Shares vesting under this Agreement or the
determination of the amount of EPS growth achieved, or to otherwise
reduce the compensation provided under this Agreement in any other
manner which the Committee considers appropriate in its discretion;
provided that the number of Earned Shares once determined by the
Committee for the fiscal year 2007 or 2008, may not thereafter be
reduced nor the vesting date delayed beyond January 31,
2011.
(b)
Termination of Service
. In the event of the
Grantee’s termination of employment for any reason other than
disability, retirement or death during the Restricted Period, all
Shares (including Earned Shares) at the time of such event shall be
forfeited and returned to TCF Financial.
(c)
In the event of Grantee’s
retirement (as determined by the Committee), disability (the
Grantee has been receiving benefits under TCF’s long-term
disability plan for at least three months), or death during the
Restricted Period: (1) all Shares (other than Grantee’s
Earned Shares, determined as of the last day of the last fiscal
year ending on or before the date of Grantee’s retirement,
disability, or death) at the time of such event shall be forfeited
and returned to TCF Financial; and (2) all Earned Shares,
determined as of the last day of the last fiscal year ending on or
before the date of Grantee’s retirement, disability, or
death, will continue to be subject to the restrictions in paragraph
2(a) until January 31, 2011, at which time they will become vested
under paragraph 4(a) to the same extent (and subject to the same
Committee discretion) as if the Grantee had remained employed by
TCF Financial through that date, except in the case of disability
or death the Earned Shares shall become vested on the date of
disability or death. For purposes of this paragraph 4(c), the
Grantee’s retirement date shall be determined by the
Committee and the date Grantee became disabled shall be the date on
which the Grantee has received disability benefits under
TCF’s long-term disability plan for three months.
5.
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 Plan (“the Plan”) and an
agreement entered into between the registered
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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, if
certificates are issued, simultaneously with the execution of this
Agreement a stock power shall be executed, endorsed in blank and
promptly delivered to TCF Financial.
If certificates are not issued, TCF
Financial shall direct the transfer agent to issue and hold the
Shares during the Restricted Period in an account where their
transferability is subject to the restrictions set forth in
paragraph 2(a) of this Agreement.
6.
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 paragraph 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.
7.
Expiration of Restricted
Period . Upon the
expiration of the Restricted Period with respect to any Shares, TCF
Financial shall redeliver or deliver to the Grantee (or,
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