TCF Bank 2014 Annual Report Download - page 119

Item 9B. Other Information
On February 20, 2015, TCF and William A. Cooper, entered into an amendment (the ‘‘Employment Amendment’’) to the
Amended and Restated Employment Agreement (the ‘‘Employment Agreement’’) and an amendment (the ‘‘Award
Amendment’’) to the Performance Based and Employment Vested Restricted Stock Award Agreement (the ‘‘Award
Agreement’’), each entered into with Mr. Cooper on March 10, 2014. Pursuant to the Employment Amendment, Section 4(b) of
the Employment Agreement was modified such that in the event Mr. Cooper terminates his employment with TCF for Good
Reason based on the failure of the Board to elect him Chairman, Mr. Cooper will not receive any lump sum payment of salary
other than accrued and unpaid salary and bonus, if any.
Pursuant to the Award Amendment, Section 3(b) of the Award Agreement was modified such that in the event Mr. Cooper
terminates his employment for Good Reason (as defined in the Award Agreement), vesting will not be accelerated, but continued
employment will no longer be a requirement for vesting. As a result, vesting or forfeiture will be solely based on the achievement
of the performance criteria set forth in the Award Agreement.
The foregoing descriptions of the Employment Amendment and Award Amendment are qualified in their entirety by reference to
their full text, copies of which are attached hereto and are incorporated by reference herein.
Part III
Item 10. Directors, Executive Officers and Corporate Governance
Information regarding directors and executive officers of TCF is set forth in the following sections of TCF’s definitive Proxy
Statement for the 2015 Annual Meeting of Stockholders to be held on April 22, 2015 (the ‘‘2015 Proxy’’), and is incorporated
herein by reference: Election of Directors; Section 16(a) Beneficial Ownership Reporting Compliance; and Background of
Executive Officers Who are Not Directors.
Information regarding procedures for nominations of Directors is set forth in the following sections of TCF’s 2015 Proxy and is
incorporated herein by reference: Corporate Governance – Director Nominations; and Additional Information.
Audit Committee and Financial Expert
Information regarding TCF’s Audit Committee, its members and financial experts is set forth in the following sections of TCF’s
2015 Proxy and is incorporated herein by reference: Election of Directors – Background of the Nominees; Corporate
Governance – Board Committees, Committee Memberships, and Meetings in 2014; and Corporate Governance – Audit
Committee.
TCF’s Board of Directors is required to determine whether it has at least one Audit Committee Financial Expert and that the
expert is independent. An Audit Committee Financial Expert is a committee member who has an understanding of generally
accepted accounting principles and financial statements and has the ability to assess the general application of these principles in
connection with the accounting for estimates, accruals and reserves. Additionally, this individual should have experience
preparing, auditing, analyzing or evaluating financial statements that present the breadth and level of complexity of accounting
issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by
TCF’s financial statements, or experience actively supervising one or more persons engaged in such activities. The member
should also have an understanding of internal control over financial reporting as well as an understanding of audit committee
functions.
The Board has determined that Raymond L. Barton, Thomas A. Cusick, George G. Johnson, Vance K. Opperman and Richard A.
Zona meet the requirements of audit committee financial experts. The Board has also determined that Mr. Barton, Mr. Cusick,
Ms. Grandstrand, Mr. Johnson, Mr. King, Mr. Opperman and Mr. Zona are independent. Additional information regarding
Mr. Barton, Mr. Cusick, Ms. Grandstrand, Mr. Johnson, Mr. King, Mr. Opperman and Mr. Zona, and the other directors is set forth
in the section Election of Directors – Background of the Nominees in TCF’s 2015 Proxy and is incorporated herein by reference.
Code of Ethics for Senior Financial Management
TCF has adopted a Code of Ethics applicable to the Principal Executive Officer (‘‘PEO’’), Principal Financial Officer (‘‘PFO’’) and
Principal Accounting Officer (‘‘PAO’’) (the ‘‘Senior Financial Management Code of Ethics’’) as well as a code of ethics generally
applicable to all officers (including the PEO, PFO and PAO), directors and employees of TCF (the ‘‘Code of Ethics’’). The Code of
Ethics and Senior Financial Management Code of Ethics are both available for review at TCF’s website at www.tcfbank.com by
clicking on ‘‘About TCF’’ and then ‘‘About TCF Corporate Governance’’ and then ‘‘Code of Ethics for Senior Financial
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