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TCB > SEC Filings for TCB > Form 8-K on 12-Mar-2013All Recent SEC Filings

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Form 8-K for TCF FINANCIAL CORP


12-Mar-2013

Change in Directors or Principal Officers, Financial Statements and Exhibits


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

2013 MIP

On March 6, 2013, TCF Financial Corporation ("TCF") entered into 2013 Management Incentive Plan - Executive ("2013 MIP") agreements with certain executive officers, including the named executive officers employed by TCF. The 2013 MIP is effective for services beginning on January 1, 2013, and was approved by the Compensation Committee (the "Committee") pursuant to the TCF Performance-Based Compensation Policy for Covered Executive Officers (the "Performance-Based Plan"). Under the 2013 MIP, participants are eligible to receive a cash incentive not to exceed 200% of their base salary (as in effect on January 24, 2013) based on the following:

† Pre-tax, Pre-Provision Return on Assets ("PPROA") (100%). Each participant is eligible to receive a cash incentive award in an amount not to exceed:

† 50% of his or her base salary if TCF's PPROA for 2013 is in the second quartile of TCF's 2013 Peer Group; or

† 100% of his or her base salary if TCF's PPROA for 2013 is in the first quartile of TCF's 2013 Peer Group.

† Non-Performing Assets ("NPA") and Provision for Loan and Lease Losses ("PLL") (100%). Each participant is eligible to receive a cash incentive award in an amount not to exceed:

† 100% of his or her base salary if both TCF's NPA and PLL at or for the year ended December 31, 2013 are lower than at or for the year ended December 31, 2012; or

† 50% of his or her base salary if either TCF's NPA or PLL at or for the year ended December 31, 2013 is lower than at or for the year ended December 31, 2012.

In the event that the amended and restated Performance-Based Plan is not approved by stockholders at TCF's 2013 Annual Meeting of Stockholders, participants will be eligible to receive a cash incentive not to exceed 200% of their base salary based on Net Income for 2013 exceeding 2012 Net Income (in each case calculated as provided in the Performance-Based Plan) by at least 15%.

Awards under the 2013 MIP are subject to the discretion of the Committee to reduce the size of the award based on subjective individual performance, including, in the event that the amendments to the Performance-Based Plan are not approved by stockholders, those criteria set forth above related to PPROA, NPA and PLL. Incentive awards paid under the 2013 MIP are intended to be "qualified performance-based compensation" within the meaning of
Section 162(m) of the Internal Revenue Code of 1986, as amended. The foregoing description of the 2013 MIP is qualified in its entirety by reference to the full text of the form of the 2013 MIP which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibit

Exhibit No.    Description of Exhibit
10.1           Form of 2013 Management Incentive Plan - Executive as executed by
              certain executives of TCF

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