Summary of Non-Employee Director Compensation for TCF Financial Corporation

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Summary

This document outlines the compensation and benefits for non-employee (outside) directors of TCF Financial Corporation. Outside directors receive an annual cash retainer, additional fees for committee chairs and meeting attendance, and annual stock grants. Compensation and stock grants can be deferred and invested in TCF stock, with dividends paid on unvested shares. Directors also have access to a matching gift program for charitable donations, indemnification rights, and reimbursement for travel and meeting expenses. Inside directors do not receive compensation for board service. Special provisions apply for stock vesting upon a change in control.

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EX-10.(R) 2 a11-31783_1ex10dr.htm EX-10.(R)

 

Exhibit 10(r)

 

SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION

 

·                  Cash compensation for outside Directors (which may be deferred and invested in TCF Stock):

·                  Annual Retainer – $25,000; Committee Chairs receive an additional $20,000 annual fee

·                  Board and Committee Meetings – $1,000/meeting

·                  Inside Directors (Messrs. Cooper, Dahl, Jasper and Winslow) do not receive any compensation for their service as Directors.

·                  Stock Grant Program:

·                  Annually, outside Directors receive TCF Stock grants equal to $45,000. For Directors elected after a stock grant has been awarded, a pro-rata stock grant is awarded;

·                  The number of shares granted is determined by dividing $45,000 by the price of TCF Stock on the grant date;

·                  The stock grant vests annually, when the next grant is made;

·                  Dividends are paid on unvested shares at the same rate as regular dividends to TCF stockholders generally; and

·                  Unvested shares will vest if a change in control occurs.

·                  Directors’ Deferred Plan (for outside Directors):

·                  Fees and stock grants may be deferred until service on the Board ends;

·                  All deferred fees are invested in TCF Stock;

·                  Dividends (market rate) are accumulated and invested in TCF Stock; and

·                  Distributions for pre-2005 accounts are in installments or lump sum, as elected by the Director. For accounts accumulated in 2005 and after, all distributions are in a lump sum.

·                  TCF Matching Gift Program:

·                  TCF offers a matching gift program to supplement donations made by employees and Directors to charitable organizations of their choice up to a maximum of $10,000 annually.

·                  Indemnification rights are provided to Directors under TCF Financial’s Certificate of Incorporation and Bylaws, to the extent authorized under Delaware General Corporation Law and TCF maintains Directors and Officers Insurance.

·                  TCF pays for travel and other expenses of TCF Directors to attend Board meetings as a business expense.

·                  TCF typically holds one Board meeting per year (the “Annual Board Retreat”) at a remote location within or outside the United States and pays Directors’ travel and lodging expenses incurred in connection with the meeting, as well as those of the Directors’ spouses.