Common use of Application of Internal Revenue Code Section 409A Clause in Contracts

Application of Internal Revenue Code Section 409A. (i) All payments and benefits provided under this Agreement are intended to be exempt from, or in accordance with, Code Section 409A, and this Agreement is to be interpreted accordingly. Each installment payment is intended to constitute a separate benefit, and terms such as “employment termination,” “termination from employment” or like terms are intended to constitute a Separation from Service, as defined below. To the extent exempt from Code Section 409A, payments are intended to be exempt under the short-term deferral exemption. Notwithstanding the foregoing, TCF has no responsibility for any taxes, penalties or interest incurred by Executive in connection with payments and benefits provided under this Agreement, including any imposed by Code Section 409A. (ii) Despite other payment timing provisions in this Agreement, any payments and benefits provided under this Agreement that constitute nonqualified deferred compensation that are subject to Code Section 409A shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-l(h)) (a “Separation from Service”). However, if TCF determines that the Severance Pay, Continuation Payment or any other payments or benefits provided under this Agreement, including any equity awards, constitute nonqualified deferred compensation subject to Code Section 409A, and Executive is a “Specified Employee” (as defined under Code Section 409A) at the time of Separation from Service, then, solely to the extent necessary to avoid adverse tax consequences to Executive under Code Section 409A, the timing of the Severance Pay, Continuation Payment, or any such other payments or benefits, including the delivery of shares of TCF common stock in respect of equity awards, shall be delayed until the earlier to occur of: (i) the date that is six (6) months and one (1) day after Executive’s Separation from Service; or (ii) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), and TCF (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump-sum amount equal to the sum of the Severance Pay, Continuation Payment or such other payment or benefit that Executive otherwise would have received through the Specified Employee Initial Payment Date if the commencement or payment of any such payment or benefit had not been so delayed pursuant to this Section, and (B) commence paying or providing the balance of any such payment or benefit in accordance with the applicable payment schedules set forth in this Agreement.

Application of Internal Revenue Code Section 409A. (i) All payments and benefits provided under this Agreement are intended to be exempt from, or in accordance with, Code Section 409A, and this the Agreement is to be interpreted accordingly. Each installment payment is intended to constitute a separate benefit, benefit and terms such as “employment Employment termination,” “termination from employmentEmployment” or like terms are intended to constitute a Separation from Service, as defined below. To the extent exempt from Code Section 409A, payments are intended to be exempt under the short-short term deferral exemption, or exempt or partially exempt under the involuntary separation pay plan exemption. Notwithstanding the foregoingforgoing, TCF neither Chemical nor any Affiliate has no responsibility for any taxes, penalties or interest incurred by Executive in connection with payments and benefits provided under this Agreement, including any imposed by Code Section 409A. (ii) Despite other payment timing provisions in this Agreement, any payments and benefits provided under this Agreement Sections 6(c) and 7(c) that constitute nonqualified deferred compensation that are subject to Code Section 409A 409A, shall not commence in connection with Executive’s termination of employment Employment unless and until Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-l(h1.409A-1(h)) (a “Separation from Service”). However, if TCF Chemical determines that the Severance Pay, Continuation Payment or any other payments or benefits provided under this Agreement, including any equity awards, constitute nonqualified deferred compensation is subject to Code Section 409A, and Executive is a “Specified Employee” (as defined under Code Section 409A) at the time of Separation from Service, then, solely to the extent necessary to avoid adverse tax consequences to Executive under Code Section 409A, the timing of the any Severance Pay, Continuation Payment, or any such other payments or benefits, including the delivery of shares of TCF common stock in respect of equity awards, shall be delayed until the earlier to occur of: (iA) the date that is six (6) months and one (1) day after Executive’s Separation from Service; , or (iiB) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), and TCF Chemical (or the successor entity thereto, as applicable) shall (A1) pay to Executive a lump-lump sum amount equal to the sum of the Severance Pay, Continuation Payment or such other payment or benefit payments that Executive otherwise would have received through the Specified Employee Initial Payment Date if the commencement or payment of any such payment or benefit Severance had not been so delayed pursuant to this Section, and (B2) commence paying or providing the balance of any such payment or benefit the Severance in accordance with the applicable payment schedules set forth in this Agreement.

Application of Internal Revenue Code Section 409A. (i) All payments and benefits provided under this Agreement are intended to be exempt from, or in accordance with, Code Section 409A, and this the Agreement is to be interpreted accordingly. Each installment payment is intended to constitute a separate benefit, benefit and terms such as “employment termination,” “termination from employment” or like terms are intended to constitute a Separation from Service, as defined below. To the extent exempt from Code Section 409A, payments are intended to be exempt under the short-short term deferral exemption, or exempt or partially exempt under the involuntary separation pay plan exemption. Notwithstanding the foregoingforgoing, TCF neither Chemical, the Bank nor any Affiliate has no responsibility for any taxes, penalties or interest incurred by Executive in connection with payments and benefits provided under this Agreement, including any imposed by Code Section 409A. (ii) Despite other payment timing provisions in this Agreement, any payments and benefits provided under this Agreement Section 6 that constitute nonqualified deferred compensation that are subject to Code Section 409A 409A, shall not commence in connection with Executive’s termination of employment Employment unless and until Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-l(h1.409A-1(h)) (a “Separation from Service”). However, if TCF Chemical determines that the Severance Pay, Continuation Payment or any other payments or benefits provided under this Agreement, including any equity awards, constitute nonqualified deferred compensation is subject to Code Section 409A, and Executive is a “Specified Employee” (as defined under Code Section 409A) at the time of Separation from Service, then, solely to the extent necessary to avoid adverse tax consequences to Executive under Code Section 409A, the timing of the any Severance Pay, Continuation Payment, or any such other payments or benefits, including the delivery of shares of TCF common stock in respect of equity awards, shall be delayed until the earlier to occur of: (i) the date that is six (6) months and one (1) day after Executive’s Separation from Service; , or (ii) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), and TCF Chemical (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump-lump sum amount equal to the sum of the Severance Pay, Continuation Payment or such other payment or benefit payments that Executive otherwise would have received through the Specified Employee Initial Payment Date if the commencement or payment of any such payment or benefit Severance had not been so delayed pursuant to this Section, and (B) commence paying or providing the balance of any such payment or benefit the Severance in accordance with the applicable payment schedules set forth in this Agreement.

Application of Internal Revenue Code Section 409A. (ia) All payments and benefits provided under this Agreement are intended to be exempt from, or in accordance with, Code Section 409A, and this the Agreement is to be interpreted accordingly. Each installment payment is intended to constitute a separate benefit, benefit and terms such as “employment termination,” “termination from employment” or like terms are intended to constitute a “Separation from Service, ,” as defined below. To the extent payments or benefits hereunder are exempt from Code Section 409A, such payments or benefits are intended to be exempt under the short-short term deferral exemption, or exempt or partially exempt under the involuntary separation pay plan exemption. Notwithstanding the foregoingforgoing, TCF neither Chemical, the Bank nor any Affiliate has no responsibility for any taxes, penalties or interest incurred by Executive in connection with payments and benefits provided under this Agreement, including any imposed by Code Section 409A. (iib) Despite other payment timing provisions in this Agreement, any payments and benefits provided under this Agreement hereunderunder that constitute nonqualified deferred compensation that are subject to Code Section 409A 409A, shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred a “separation Separation from serviceService” (as such term is defined in Treasury Regulation Section 1.409A-l(h1.409A-1(h)) (a “Separation from Service”). However, if TCF Chemical determines that the Severance Pay, Continuation Payment or any other payments or benefits provided under this Agreement, including any equity awards, constitute nonqualified deferred compensation Change in Control severance is subject to Code Section 409A, and Executive is a “Specified Employee” (as defined under Code Section 409A) at the time of Separation from Service, then, solely to the extent necessary to avoid adverse tax consequences to Executive under Code Section 409A, the timing of the any Change in Control Severance Pay, Continuation Payment, or any such other payments or benefits, including the delivery of shares of TCF common stock in respect of equity awards, benefits shall be delayed until the earlier to occur of: (i) the date that is six (6) months and one (1) day after Executive’s Separation from Service; , or (ii) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), and TCF Chemical (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump-lump sum amount equal to the sum of the Change in Control Severance Pay, Continuation Payment payments or such other payment or benefit benefits that Executive otherwise would have received through the Specified Employee Initial Payment Date if the commencement or payment of any such payment or benefit Change in Control Severance had not been so delayed pursuant to this Section, and (B) commence paying or providing the balance of any such payment or benefit the payments and benefits in accordance with the applicable payment schedules set forth in this Agreement.