Resolution Amending Director Stock Grant Program Vesting Goals – TCF Financial Corporation
TCF Financial Corporation's Compensation/Nominating/Corporate Governance Committee, through its Independent Subcommittee, has amended the vesting criteria for restricted stock awards granted to directors. Starting in 2009, vesting will depend on the company achieving at least the median return on average equity compared to its peer group, as disclosed in the annual proxy statement. If this goal is not met in a given year, no shares vest for that year, but any unvested shares will automatically vest after ten years if the director remains with the company.
Exhibit 10(n)-1
January 20, 2009
RESOLUTION
TCF FINANCIAL CORPORATION
Compensation / Nominating / Corporate Governance Committee
Independent Sub-Committee
RE: Amendment of Goal Under Director Stock Grant Program
WHEREAS, vesting of restricted stock awards to directors under the TCF Financial Directors Stock Grant Program is based on the attainment of a goal (currently 20% ROTE); and
WHEREAS, if the goal is not achieved in any year, no vesting occurs for that year, except if some or all of the restricted shares are not vested on the basis of goals by ten (10) years after the grant date, and if the director is still with the company on that date, then any remaining restricted shares will become vested on that date.
WHEREAS a subcommittee of the Compensation Committee (the “Independent Subcommittee”) comprised of Directors Goldberg and Schwalbach has been established, the members of which meet the requirements for “outside director” status under Internal Revenue Code Section 162(m) and “non-employee director” status under Securities and Exchange Commission Rule 16b-3; and
WHEREAS, the Independent Subcommittee recommends amendment of the goal for 2009 and thereafter.
NOW, THEREFORE BE IT HEREBY
RESOLVED, that the goal for vesting of restricted stock awards under the Directors Stock Grant Program for fiscal year 2009 and thereafter shall be attainment of the median return on average equity (as defined in the Amended and Restated TCF Financial Incentive Stock Program) during the same period by TCF Financial’s peer group.
FURTHER RESOLVED, that TCF Financial’s peer group each year shall be as disclosed in the proxy for the year in question.
FURTHER RESOLVED, that the terms of the Directors Stock Grant Program remain unchanged and in full force in effect, and therefore if the goal is not achieved, no vesting occurs for that year; however, if some or all of the restricted shares are not vested on the basis of goals by ten (10) years after the grant date, and if the director is still with the company on that date, then any remaining restricted shares will become vested on that date.
CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION
