Common use of Restrictions on Transfer and Restricted Period Clause in Contracts

Restrictions on Transfer and Restricted Period. (a) During the period (the “Restricted Period”) hereinafter described, the Shares may not be sold, assigned, transferred, pledged, or otherwise encumbered by the Grantee. (b) The Shares granted pursuant to paragraph 1. are subject to the restrictions in paragraph 2.(a) during the Restricted Period commencing on the date of this Agreement (the “Commencement Date”) and (subject to the forfeiture provisions herein) continuing through the date of vesting applicable to that portion of the Shares specified in clauses (i), (ii), and (iii) below: (i) One-third of the Shares will vest on April 1, 2011 if TCF Financial’s return on equity (“RXX”) for fiscal year 2010 exceeds the mean of TCF Financial’s peer group of institutions (as such peer group applicable to fiscal year 2010 is disclosed in the proxy statement) and, if achieved, the restrictions shall lapse as to one-third of the Shares on the vesting date as finally determined by the Committee referred to in section 2. of the Program (the “Committee”). (ii) One-third of the Shares will vest on April 1, 2012 if TCF Financial’s RXX for fiscal year 2011 exceeds the mean of TCF Financial’s peer group of institutions (as such peer group applicable to fiscal year 2011 is disclosed in the proxy statement) and, if achieved, the restrictions shall lapse as to one-third of the Shares on the vesting date as finally determined by the Committee. (iii) One-third of the Shares will vest on April 1, 2013 if TCF Financial’s RXX for fiscal year 2012 exceeds the mean of TCF Financial’s peer group of institutions (as such peer group applicable to fiscal year 2012 is disclosed in the proxy statement) and, if achieved, the restrictions shall lapse as to one-third of the Shares on the vesting date as finally determined by the Committee. Notwithstanding the foregoing, as to any portion of the Shares for which the restrictions have not lapsed as a result of the failure to achieve the RXX goal applicable thereto, all rights of the Grantee to such portion of the Shares shall terminate and be forfeited effective as of April 2nd of the year in which such Shares would otherwise have vested and be returned to TCF Financial on or about that date.

Restrictions on Transfer and Restricted Period. (a) During Except as otherwise provided in Section 3 or Section 8 of this Agreement, during the period (the “Restricted Period”) hereinafter described, the Shares may not be sold, assigned, transferred, pledged, or otherwise encumbered by the Grantee. (b) The Shares granted pursuant to paragraph 1. are subject to the restrictions in paragraph 2.(a) during the Restricted Period commencing on the date of this Agreement and terminating on ______________, 20___ (the “Commencement DateRestricted Period”), Shares with respect to which the Restricted Period has not lapsed may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated by the Grantee. Shares with respect to which the Restricted Period has lapsed shall sometimes be referred to herein as “vested.” Except as otherwise provided in Section 3 or Section 8 of this Agreement, provided that the Grantee is then serving as a director, officer, employee or consultant of the Company or any Subsidiary or Affiliate, Shares shall become vested based on the level of achievement of the performance goal[s] specified in Annex A hereto (the “Performance Goal[s]”) and during the performance period[s] specified in Annex A hereto (subject to the forfeiture provisions herein) continuing through “Performance Period[s]”). As soon as practicable following the date of vesting applicable to that portion end of the Shares specified in clauses applicable Performance Period, the Committee shall determine (i)a) whether, (ii)and to what extent, the Performance Goal[s] for the Performance Period [has/have] been achieved, and (iiib) below: (i) One-third of the extent to which Shares have accordingly become vested. Such determination shall be final, conclusive and binding on the Grantee and on all other persons. The Shares are subject to forfeiture until they vest. Except as otherwise provided herein, the Shares will vest and become non-forfeitable on April 1, 2011 if TCF Financial’s return on equity (“RXX”) for fiscal year 2010 exceeds the mean of TCF Financial’s peer group of institutions (as such peer group applicable to fiscal year 2010 is disclosed in date[s] the proxy statement) and, if achieved, Committee certifies the restrictions shall lapse as to one-third achievement of the Shares on the vesting date as finally determined Performance Goal[s] in accordance with this Section 2, subject to (a) determination by the Committee referred to in section 2. of the Program (the “Committee”). (ii) One-third achievement of the Shares will vest on April 1minimum threshold Performance Goal[s] for vesting set forth in Annex A hereto, 2012 if TCF Financial’s RXX for fiscal year 2011 exceeds and (b) the mean Grantee not experiencing a Termination of TCF Financial’s peer group of institutions (as such peer group applicable Employment prior to fiscal year 2011 is disclosed in the proxy statement) and, if achieved, date that the restrictions shall lapse as to one-third Committee certifies the achievement of the Shares on the vesting date as finally determined by the CommitteePerformance Goal[s]. (iii) One-third of the Shares will vest on April 1, 2013 if TCF Financial’s RXX for fiscal year 2012 exceeds the mean of TCF Financial’s peer group of institutions (as such peer group applicable to fiscal year 2012 is disclosed in the proxy statement) and, if achieved, the restrictions shall lapse as to one-third of the Shares on the vesting date as finally determined by the Committee. Notwithstanding the foregoing, as to any portion of the Shares for which the restrictions have not lapsed as a result of the failure to achieve the RXX goal applicable thereto, all rights of the Grantee to such portion of the Shares shall terminate and be forfeited effective as of April 2nd of the year in which such Shares would otherwise have vested and be returned to TCF Financial on or about that date.

Restrictions on Transfer and Restricted Period. (a) During Except as otherwise provided in Section 3 or Section 8 of this Agreement, during the period (the “Restricted Period”) hereinafter described, the Shares may not be sold, assigned, transferred, pledged, or otherwise encumbered by the Grantee. (b) The Shares granted pursuant to paragraph 1. are subject to the restrictions in paragraph 2.(a) during the Restricted Period commencing on the date of this Agreement and terminating on the last date on which the Shares vest, as provided below (the “Commencement DateRestricted Period”), Shares with respect to which the Restricted Period has not lapsed may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated by the Grantee. Shares with respect to which the Restricted Period has lapsed shall sometimes be referred to herein as “vested.” Except as otherwise provided in Section 3 or Section 8 of this Agreement, provided that the Grantee is then serving as a director, officer, employee or consultant of the Company or any Subsidiary or Affiliate, Shares shall become vested based on the level of achievement of the performance goal[s] specified in Annex A hereto (the “Performance Goal[s]”) and during the performance period[s] specified in Annex A hereto (subject to the forfeiture provisions herein) continuing through “Performance Period[s]”). As soon as practicable following the date of vesting applicable to that portion end of the Shares specified in clauses applicable Performance Period, the Committee shall determine (i)a) whether, (ii)and to what extent, the Performance Goal[s] for the Performance Period [has/have] been achieved, and (iiib) below: (i) One-third of the extent to which Shares have accordingly become vested. Such determination shall be final, conclusive and binding on the Grantee and on all other persons. The Shares are subject to forfeiture until they vest. Except as otherwise provided herein, the Shares will vest and become non-forfeitable on April 1, 2011 if TCF Financial’s return on equity (“RXX”) for fiscal year 2010 exceeds the mean of TCF Financial’s peer group of institutions (as such peer group applicable to fiscal year 2010 is disclosed in date[s] the proxy statement) and, if achieved, Committee certifies the restrictions shall lapse as to one-third achievement of the Shares on the vesting date as finally determined Performance Goal[s] in accordance with this Section 2, subject to (a) determination by the Committee referred to in section 2. of the Program (the “Committee”). (ii) One-third achievement of the Shares will vest on April 1minimum threshold Performance Goal[s] for vesting set forth in Annex A hereto, 2012 if TCF Financial’s RXX for fiscal year 2011 exceeds and (b) the mean Grantee not experiencing a Termination of TCF Financial’s peer group of institutions (as such peer group applicable Employment prior to fiscal year 2011 is disclosed in the proxy statement) and, if achieved, date that the restrictions shall lapse as to one-third Committee certifies the achievement of the Shares on the vesting date as finally determined by the CommitteePerformance Goal[s]. (iii) One-third of the Shares will vest on April 1, 2013 if TCF Financial’s RXX for fiscal year 2012 exceeds the mean of TCF Financial’s peer group of institutions (as such peer group applicable to fiscal year 2012 is disclosed in the proxy statement) and, if achieved, the restrictions shall lapse as to one-third of the Shares on the vesting date as finally determined by the Committee. Notwithstanding the foregoing, as to any portion of the Shares for which the restrictions have not lapsed as a result of the failure to achieve the RXX goal applicable thereto, all rights of the Grantee to such portion of the Shares shall terminate and be forfeited effective as of April 2nd of the year in which such Shares would otherwise have vested and be returned to TCF Financial on or about that date.