EXHIBIT 10(b)-8
TCF FINANCIAL 1995 INCENTIVE
STOCK PROGRAM
NONQUALIFIED STOCK OPTION
AGREEMENT
NQO NO. 95-17
This option is granted on May 11, 1999 by TCF Financial Corporation
(“TCF Financial”) to Craig R. Dahl (the
“Optionee”) in accordance with the following terms and
conditions:
1.
Option Grant and Exercise Period .
a.
TCF Financial hereby grants to the Optionee an Option (the
“Option”) to purchase, pursuant to the TCF Financial
1995 Stock Incentive Program (the “Plan”), and upon the
terms and conditions therein and hereinafter set forth, an
aggregate of 26,224 shares (the “Option Shares”) of
common stock of TCF Financial at an exercise price of $29.03125 per
share. A copy of the Plan, as currently in effect, is
incorporated herein by reference and is attached hereto.
b.
This Option shall be exercisable only during the period (the
“Exercise Period”) commencing on the date of grant of
this Option, and ending at 5:00 p.m., Minneapolis, Minnesota time,
on the date ten years and one day after the date of grant of this
Option, such time and date being hereinafter referred to as the
“Expiration Date.” This Option shall be
exercisable with respect to twenty five percent of the Option
Shares on January 1, 2000 and with respect to additional
twenty-five percent of the Option Shares on January 1, in each of
the years 2001, 2002 and 2003, subject to the Optionee’s
continuing employment with TCF Financial or an affiliate through
each such date, except as may be provided under paragraphs 5 and 9
of this Agreement, provided that the total vesting percentage under
this Agreement shall never in any event exceed 100%. Subject
to the foregoing, during the Exercise Period this Option shall be
exercisable in whole at any time or in part from time to time,
except that no part of this Option shall be exercisable at any time
when the Optionee is in material breach of an employment contract
with TCF Financial.
2.
Method of Exercise of this Option . To the extent it
is exercisable under Section 1.b of this Agreement, this Option may
be exercised during the Exercise Period by giving written notice to
TCF Financial specifying the number of Option Shares to be
purchased. The notice must be in the form prescribed by the
committee referred to in section 2 of the Plan or its successor
(the “Committee”) and directed to the address set forth
in paragraph 12 below. The date of exercise is the date on
which such notice is received by TCF Financial. Such notice
must be accompanied by payment in full for the Option Shares to be
purchased upon such exercise. Payment shall be made either
(i) in cash, which may be in the form of a check, bank draft, or
money order payable to TCF Financial, or (ii) if the Committee
shall have previously approved such form of payment, by delivering
shares of Common Stock already owned by the Optionee having a
“Fair Market Value” (as defined in the Plan as in
effect on the date of the grant of this
1
Option) equal to the applicable
exercise price, or (iii) if the Committee shall have previously
approved such form of payment, a combination of cash and such
shares. Promptly after such payment, subject to paragraph 3
below, TCF Financial shall issue and deliver to the Optionee or
other person exercising this Option a certificate or certificates
representing the shares of Common Stock so purchased, registered in
the name of the Optionee (or such other person), or, upon request,
in the name of the Optionee (or other person) and in the name of
another jointly with right of survivorship.
3.
Delivery and Registration of Shares of Common Stock .
TCF Financial’s obligation to deliver shares of Common Stock
hereunder shall, if the Committee so requests, be conditioned upon
the receipt of a representation as to the investment intention of
the Optionee or any other person to whom such shares are to be
delivered, in such form as the Committee shall determine to be
necessary or advisable to comply with the provisions of the
Securities Act of 1933, as amended, or any other Federal, state, or
local securities law or regulation. In requesting any such
representation, it may be provided that such representation
requirement shall become inoperative upon a registration of such
shares or other action eliminating the necessity of such
representation under such Securities Act or other securities law or
regulation. TCF Financial shall not be required to deliver
any shares upon exercise of the Option prior to (i) the admission
of such shares to listing on any stock exchange or system on which
the shares of Common Stock may then be listed, and (ii) the
completion of such registration or other qualification of such
shares under any state or Federal law, rule, or regulation, as the
Committee shall determine to be necessary or advisable.
4.
Non-transferability of this Option . This Option may
not be assigned, encumbered, or transferred except, in the event of
the death of the Optionee, by will or the laws of descent and
distribution to the extent provided in paragraph 5 below.
This Option is exercisable during the Optionee’s lifetime
only by the Optionee. The provisions of the Option shall be
binding upon, inure to the benefit of, and be enforceable by the
parties hereto, the successors and assigns of TCF Financial, and
any person to whom this Option is transferred by will or by the
laws of descent and distribution.
5.
Termination of Service or Death of the Optionee .
a.
Except as provided in subparagraphs b. or c. of this paragraph 5
and notwithstanding any other provision of this Option to the
contrary, this Option shall not be exercisable unless the Optionee,
at the time the Optionee exercises this Option, has maintained
“Continuous Service” (as defined herein) since the date
of the grant of this Option. “Continuous Service”
shall mean that the Optionee is an employee of TCF Financial or a
subsidiary of TCF Financial at all times during the period
beginning on the date of the granting of this Option and ending on
a date no earlier than three months before the date of exercise of
this Option, provided that such employment status is determined
consistently with the requirements that would apply if this Option
were an incentive stock option.
b.
If the Optionee shall cease to maintain Continuous Service for any
reason (excluding disability, retirement or death), the Optionee
may, but only within the period of three
2
months immediately following such
cessation of Continuous Service and in no event after the
Expiration Date, exercise this Option to the extent the Optionee
was entitled to exercise this Option at
