Exhibit 10(b)-11
TCF FINANCIAL INCENTIVE STOCK
PROGRAM
NONQUALIFIED STOCK OPTION
AGREEMENT
NQO No. 33
This option is granted on July 31, 2008 by TCF Financial
Corporation (“TCF Financial” or “Company”)
to William A. Cooper (the “Optionee”) in accordance
with the terms and conditions set forth in this Nonqualified Stock
Option Agreement (the “Agreement”):
1.
Option Grant, Vesting and Exercise Period .
a.
TCF Financial hereby grants to the Optionee an Option (the
“Option”) to purchase, pursuant to the TCF Financial
Stock Incentive Program (the “Plan”), and upon the
terms and conditions therein and hereinafter set forth, up to but
not exceeding in the aggregate 800,000 shares (the “Option
Shares”) of common stock of TCF Financial at an exercise
price of $12.85 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
(“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 become
exercisable (“vest”) with respect to fifty percent
(50%) of the Option Shares on January 1, 2011 and with respect
to the remaining fifty percent (50%) of the Option Shares on
January 1, 2012, except as may be otherwise provided under
paragraphs 5 and 9 of this Agreement. Once the Option has
vested, it may be exercised, in whole or in part, at any time and
from time to time during the remainder of the Exercise Period,
provided that the total percentage vesting under this Agreement
shall never in any event exceed 100% of the Option
Shares.
2.
Method of Exercise of this Option . To the extent it
is exercisable under subparagraph 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 Option) on the date of
exercise 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 already-owned shares or (iv) if
the Committee shall have previously approved a cashless exercise
program, the Optionee may also exercise the Option in accordance
with a cashless exercise program by electing to have
withheld
from shares of Common Stock
otherwise issuable to Optionee upon exercise of the Option a number
of shares of Common Stock whose “Fair Market Value” (as
defined in the Plan) on the date of exercise is equal to the
applicable exercise price. 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 otherwise provided in subparagraphs b., c., or d. of this
paragraph 5 or in paragraph 9, if prior to January 1, 2012,
the Optionee shall cease to be employed as a result of retirement,
voluntary resignation or termination by the Company for Cause, the
Optionee may exercise this Option but only during the Exercise
Period set forth in paragraph 1.b and only to the extent the Option
was vested at the date of such termination. Option Shares
that have not vested as of the date of such termination shall
thereupon expire. For purposes of this Agreement, termination
for Cause includes one or more of the following:
(1) engaging in willful and recurring misconduct in not
following the legitimate directions of the Board of Directors of
the Company after fair warning; (2) conviction of a felony and
all appeals from such conviction have been exhausted;
(3) habitual drunkenness; (4) excessive absence from work
which absence is not related to disability, illness, sick leave or
vacations; or (5) engaging in continuous conflicts of interest
between his personal interests and the interests of the Company
after fair warning.
b.
If prior to January 1, 2012, the Optionee shall cease to be
employed due to
2
termination for Good Reason by the
Optionee or termination without Cause by the Company, this Option
shall not expire with respect to either vested or unvested Option
Shares, and shall continue to be subject to the vesting and
Exercise Period set forth in paragraph 1.b without the requirement
that Optionee continue in the employ of the Company. For
purposes of this Agreement, Good Reason termination includes one or
more of the following: (1) any material diminution in the
scope of the Optionee’s authority and responsibility
(provided, however, in the event of any illness or injury which
disables the Optionee from performing the Optionee’s duties,
the Company may reassign the Optionee’s duties to one or more
other e
