EXHIBIT 10(x)
AMENDMENT TO
EMPLOYMENT AND NONCOMPETITION AGREEMENT
1. THIS AMENDMENT is dated as of February 28, 1997, is between WINTHROP
RESOURCES CORPORATION, a Minnesota corporation (the "Company") and
John L. Morgan, an individual residing in the State of Minnesota (the
"Employee"), and is an amendment to the Employment and Noncompetition
Agreement executed as of November 6, 1996 by and between Company and
Employee.
RECITALS
A. Company has entered into an Agreement and Plan of Reorganization (the
"Merger Agreement") with TCF Financial Corporation ("TCF") pursuant to
which Company will merge with a subsidiary of TCF (the "Merger").
B. Company and Employee are parties to an Employment and Noncompetition
Agreement (the "Employment Contract") executed as of November 6, 1996.
C. In connection with the pending Merger, Company desires assurance of
Employee's continued services for a minimum of three years and Employee
is willing to make such a commitment but desires assurance of ongoing
compensation in the event Company should terminate his employment,
therefore the parties wish to amend the Employment Contract accordingly
in the respects set forth herein.
AMENDMENT
NOW THEREFORE, in consideration of the mutual agreements set forth herein the
parties hereby amend the Employment Contract as follows:
1.
Section 2.03 (TERM) is amended to read as follows in full:
The term of this Agreement shall commence January 1, 1997 and run for three (3)
years unless terminated as provided in this Agreement. Commencing January 1,
2000, the term of Employee's employment hereunder shall be automatically
extended on each January 1 for one additional year unless on or before the June
1 immediately preceding any such January 1 either party gives written notice to
the other of the cessation of further extensions, in which case no further
extensions shall occur.
2.
Section 6.01 (NONCOMPETITION) is amended to revise the title to read
NONCOMPETITION AND NONSOLICITATION and to add the following at the end thereof:
Employee also agrees that for a period of three (3) years following termination
of employment with the Company for any reason, Employee will not solicit any
employee or former employee of the Company for employment by or any other type
of affiliation with any business with which Employee is associated in any
capacity, or directly or indirectly encourage such employment or affiliation in
any manner. Employee agrees to show a copy of the entire Section 6.01
(NONCOMPETITION AND NONSOLICITATION), including these amendments, to any
potential new employer or business venture (other than companies in which
Employee is only a shareholder and his holdings are less than five percent, as
defined earlier in this section) prior to commencing his employment or other
relationship with such employer or business venture.
3.
Section 4.03 (TERMINATION WITHOUT CAUSE) is amended to read as follows:
Effective as of the "Effective Time" of the Merger, as defined in the Merger
Agreement, the Employee shall no longer have the right to terminate this
Employment Contract without Good Reason, however Company shall retain the right
to terminate this Contract without cause. In the event of a termination of this
Employment Contract by Company without cause, or by Employee for Good Reason,
Employee shall be paid at the usual rate of his annual Base Salary (subject to
the terms of Section 3.01) through the end of the term of this Employment
Contract and shall also receive through such date all monthly advances against
the anticipated maximum bonus (subject to the terms of Section 3.02) and all
benefits under plans in accordance with their terms. Notwithstanding the
foregoing, in the event the Committee should determine in good faith, and after
providing Employee with an opportunity to present any evidence he may wish to
present, that Employee is acting in violation of his NonCompetition,
NonSolicitation, Confidentiality or other ongoing obligations under this
Employment Contract, then the Committee may reduce or terminate payments to
Employee under this Section 4.03, including immediate cancellation of any stock
options or restricted stock grants to Employee which may be outstanding. Company
agrees that any amounts not paid under this Section 4.03 as a result of any such
action on the part of the Committee shall reduce the amount of any legal damages
to which Company might otherwise be entitled. Employee agrees that any such
action by the Committee will not preclude the Company from seeking damages
and/or other legal or equitable remedies for his breach of obligations under
this Contract, if any, so long as such damages are reduced in the manner
aforesaid.
4.
Section 1.06 (GOOD REASON) is amended to read as follows:
Effective as of the "Effective Time" of the Merger, as defined in the Merger
Agreement, "Good Reason" shall mean a termination by Employee after Company has
failed to pay any amounts due under the Employment Contract, and such failure
has continued for a period of thirty days after Employee provides written notice
of such occurrence to the Company.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
EMPLOYEE WINTHROP RESOURCES CORPORATION
/s/ John L. Morgan By: /s/ Kirk A. MacKenzie
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Address: Its Executive Vice President & Treasurer
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1015 Opus Center
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9900 Bren Road East
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Minnetonka, MN 55343
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