SEVERANCE AGREEMENT
AND
RELEASE AND WAIVER OF ALL CLAIMS
This Severance Agreement and Release and Waiver of All Claims
("Agreement") is made by and between, and shall inure to the benefit of and be
binding upon, the following parties; ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, hereinafter referred
to, together with his heirs, estate, executors, administrators, successors,
assigns and other personal representatives, as ▇▇. ▇▇▇▇▇▇▇▇; and
HUNTINGTON BANCSHARES INCORPORATED, together with its subsidiary
organizations, is hereinafter referred to as "HUNTINGTON," except as noted in
paragraph 5 hereof.
In consideration of the mutual provisions and promises of this Agreement,
▇▇. ▇▇▇▇▇▇▇▇ and HUNTINGTON agree as follows:
1. LAST DAY OF EMPLOYMENT. HUNTINGTON and ▇▇. ▇▇▇▇▇▇▇▇ mutually agree that
▇▇. ▇▇▇▇▇▇▇▇ will resign voluntarily from his current position and titles with
HUNTINGTON effective March 31, 2002. ▇▇. ▇▇▇▇▇▇▇▇ will remain employed with
HUNTINGTON, will remain on HUNTINGTON's payroll, and will be permitted to
continue to participate in certain of HUNTINGTON's employee benefit plans
through September 30, 2002 (the "Period"). ▇▇. ▇▇▇▇▇▇▇▇'▇ continued employment
during the Period will be subject to all of the terms of this Agreement,
including the following:
A. At the close of business on September 30, 2002, ▇▇. ▇▇▇▇▇▇▇▇'▇
employment with HUNTINGTON will terminate, unless such employment is terminated
earlier by ▇▇. ▇▇▇▇▇▇▇▇ or HUNTINGTON pursuant to the terms set forth below in
this Agreement.
B. During the Period, ▇▇. ▇▇▇▇▇▇▇▇ will proactively support the
leadership of HUNTINGTON among the community, employees, directors, and
shareholders and will provide services to HUNTINGTON as HUNTINGTON requests from
time-to-time, although ▇▇. ▇▇▇▇▇▇▇▇ will have resigned any directorship and as
an executive officer of HUNTINGTON effective March 31, 2002. During the Period,
except when and as requested by HUNTINGTON pursuant to paragraph 10 of this
Agreement, ▇▇. ▇▇▇▇▇▇▇▇ will not be providing any other employment-related or
other services to or on behalf of HUNTINGTON.
C. During the Period, HUNTINGTON agrees to maintain ▇▇. ▇▇▇▇▇▇▇▇ on
HUNTINGTON's payroll at his current base salary of $395,000 and to continue to
provide him with the employee benefits listed in Exhibit A, at the levels then
in effect on March 31, 2002 or as HUNTINGTON may amend its benefit plan levels
thereafter from time-to-time pursuant to the terms of those benefit plans and
HUNTINGTON's standard payroll and benefit practices. Such base salary and
benefits will be paid less applicable and required tax withholdings, deductions,
and co-pay requirements. HUNTINGTON and ▇▇. ▇▇▇▇▇▇▇▇ agree that during the
Period ▇▇. ▇▇▇▇▇▇▇▇ will have used and will not be entitled to accrue or receive
any monies for any vacation, sick days and/or personal days; nor will he be
entitled to participate in
or receive any monies under any of HUNTINGTON's employee benefit plans,
incentive compensation plans, or under any executive agreements, practices, or
programs, including any Executive "Change in Control" Agreement entered into
between ▇▇. ▇▇▇▇▇▇▇▇ and HUNTINGTON, that are not specifically listed in Exhibit
A; nor will he be entitled to any expense reimbursement during the Period except
as provided in paragraph 10.
D. In exchange for the additional severance benefits being offered
to him under this Agreement, during the Period ▇▇. ▇▇▇▇▇▇▇▇ further agrees not
to post or apply for any open positions within HUNTINGTON, and he expressly
relinquishes and waives any such right to do so under any HUNTINGTON policy,
program or practice.
2. Termination from Employment During the Period.
A. By ▇▇. ▇▇▇▇▇▇▇▇.
HUNTINGTON and ▇▇. ▇▇▇▇▇▇▇▇ further understand and agree that pursuant to
the terms of this paragraph and upon written notice delivered to HUNTINGTON's
Chairman or General Counsel's office, ▇▇. ▇▇▇▇▇▇▇▇ may, at any time during the
Period, terminate the Period and remove himself from employment and HUNTINGTON's
payroll and benefit plans.
▇▇. ▇▇▇▇▇▇▇▇ agrees that under this paragraph 2.A., he is obligated to
notify HUNTINGTON's Chairman or General Counsel's office in writing if he
desires to terminate the Period for personal reasons or because he has secured
and plans to begin any paid employment, consultancy or independent contractor
relationship other than his paid employment with HUNTINGTON; provided, however,
that ▇▇. ▇▇▇▇▇▇▇▇ is not obligated to terminate the Period merely because he has
secured but has not started any such other paid employment, consulting, or
independent contractor relationship during the Period. If ▇▇. ▇▇▇▇▇▇▇▇ elects to
terminate the Period, ▇▇. ▇▇▇▇▇▇▇▇ must include with such notice the date he
desires to terminate the Period, the reason, and, if applicable: (1) the
identity of any such employment, consultancy or independent contractor
relationship, and (2) the first date on which he will start receiving
compensation from any such employment, consultancy or independent contractor
relationship. Assuming such paid employment, consultancy or independent
contractor relationship does not violate ▇▇. ▇▇▇▇▇▇▇▇'▇ non-competition
obligation under paragraph 7 of this Agreement, and provided ▇▇. ▇▇▇▇▇▇▇▇ is
otherwise in compliance with this paragraph and the other terms of this
Agreement, in addition to the other severance benefits to which ▇▇. ▇▇▇▇▇▇▇▇ may
be entitled to under Exhibit A, HUNTINGTON agrees to pay ▇▇. ▇▇▇▇▇▇▇▇ the
equivalent of any unpaid base salary remaining for the period between the date
of the termination of the Period and September 30, 2002. Such payment will be
minus applicable withholdings and deductions and will he calculated from an
annualized base salary rate of $395,000. Such payment will be paid within thirty
days of the termination date of the Period.
B. By HUNTINGTON.
At any time during the Period, upon written notice delivered to ▇▇.
▇▇▇▇▇▇▇▇, HUNTINGTON may remove ▇▇. ▇▇▇▇▇▇▇▇ from employment and HUNTINGTON's
payroll and benefit plans, as well as cease any payments, services, and other
considerations set forth in
- 2 -
Exhibit A that have not yet been paid or provided to ▇▇. ▇▇▇▇▇▇▇▇, if: (1) ▇▇.
▇▇▇▇▇▇▇▇ starts performing any remunerated employment or consulting services,
whether as an employee, consultant, or independent contractor, for any person or
entity oilier than HUNTINGTON without first having notified HUNTINGTON and
terminated the Period pursuant to 2.A. above; (2) HUNTINGTON has clear and
convincing evidence that before or after March 31, 2002, ▇▇. ▇▇▇▇▇▇▇▇ engaged in
any acts of fraud, dishonesty or intentional wrongdoing materially adverse to
HUNTINGTON; misappropriated or embezzled any monies from HUNTINGTON; engaged in
criminal conduct involving HUNTINGTON; or filed any lawsuit or other legal,
equitable or administrative action against HUNTINGTON, except (i) any claim
solely for benefits that arises under the Employee Retirement Income Security
Act ("ERISA"); or (ii) an arbitration claim to enforce his rights set forth in
this Agreement; or (3) ▇▇. ▇▇▇▇▇▇▇▇ breaches any obligation under paragraphs 1,
2, 4, 5, 6, 7, 8, 9, 10, 11 or 13 of this Agreement. HUNTINGTON agrees that
before terminating and removing ▇▇. ▇▇▇▇▇▇▇▇ from its payroll or exercising its
other rights under this paragraph 2 due to a breach by ▇▇. ▇▇▇▇▇▇▇▇ of paragraph
2.B., HUNTINGTON will first provide ▇▇. ▇▇▇▇▇▇▇▇ with five business days notice
and an opportunity to explain and resolve the breach to HUNTINGTON's
satisfaction.
3. Severance. Based on ▇▇. ▇▇▇▇▇▇▇▇'▇ performance and years of service,
and subject to the terms of this Agreement, in addition to any payment that may
be made under paragraph 2.A. above, HUNTINGTON agrees to provide ▇▇. ▇▇▇▇▇▇▇▇
with the severance benefits as set forth in Exhibit A to this Agreement, the
terms of which are incorporated in their entirety into this Agreement.
4. Timing of Consideration. Provided ▇▇. ▇▇▇▇▇▇▇▇ has adhered to his
obligations under this Agreement and did not exercise his right to revoke his
acceptance of this Agreement during its seven-day "revocation period,"
HUNTINGTON agrees to provide ▇▇. ▇▇▇▇▇▇▇▇ with the severance benefits listed in
Exhibit A within the time periods specified in Exhibit A.
5 Releases, Waivers and Covenants Not to ▇▇▇. In consideration of the
benefits provided above, the adequacy and sufficiency of which ▇▇. ▇▇▇▇▇▇▇▇
hereby expressly acknowledges, ▇▇. ▇▇▇▇▇▇▇▇, as defined in this Agreement,
hereby RELEASES, WAIVES AND FOREVER DISCHARGES HUNTINGTON, as defined below, of
and from any and every action, cause of action, complaint, claim, demand,
administrative charge, legal right, compensation, obligation, damages (including
exemplary or punitive damages), benefits (except as set forth herein),
liability, cost and/or expense (including attorney's fees), that he has, may
have, or may be entitled to against HUNTINGTON, whether legal, equitable or
administrative, whether known or unknown, which arise directly or indirectly out
of, or are related in any way to, ▇▇. ▇▇▇▇▇▇▇▇'▇ employment with and termination
from HUNTINGTON, and agrees and covenants not to bring any claim, suit or other
action against HUNTINGTON for any other reason, act, or omission, specified or
unspecified, occurring or arising prior to the effective date of this Agreement,
except that this Release, Waiver and Covenant Not to ▇▇▇ does not apply to any
claim arising before or after the effective date of this Agreement which
pertains or relates to accrued but unpaid salary since the date of the last
paycheck that was paid to ▇▇. ▇▇▇▇▇▇▇▇ before the effective date of this
Agreement; any expense reimbursements consistent with HUNTINGTON's policies that
▇▇. ▇▇▇▇▇▇▇▇ incurred after March 25, 2002, and before April
- 3 -
1, 2002, and a pending expense reimbursement request for estate planning
services; any claim solely for benefits ▇▇. ▇▇▇▇▇▇▇▇ may have under HUNTINGTON's
employee benefit plans, including without limitation, group health, pension, or
401(k) plan, or SRIP; or to any claims ▇▇. ▇▇▇▇▇▇▇▇ may file for workers'
compensation. In exchange for ▇▇. ▇▇▇▇▇▇▇▇'▇ promises set forth in this
Agreement, HUNTINGTON hereby RELEASES, WAIVES AND FOREVER DISCHARGES ▇▇.
▇▇▇▇▇▇▇▇, as defined in this Agreement, of and from any and every legal,
equitable and administrative claim, action, cause of action, complaint, demand,
charge, legal right, compensation, obligation, damages (including exemplary or
punitive damages), benefits (except as set forth herein), liability, cost and/or
expense (including attorney's fees), that it has, may have, or may be entitled
to against ▇▇. ▇▇▇▇▇▇▇▇, and agrees and covenants not to bring any such claim,
suit or other action against ▇▇. ▇▇▇▇▇▇▇▇, based on acts or omissions of ▇▇.
▇▇▇▇▇▇▇▇'▇ which occurred prior to the effective date of this Agreement and
while he was acting within the scope of his employment and with authority from
HUNTINGTON. HUNTINGTON and ▇▇. ▇▇▇▇▇▇▇▇ further agree that HUNTINGTON does not
release, waive or discharge ▇▇. ▇▇▇▇▇▇▇▇ from any legal, equitable or
administrative claim or action: (1) based on any obligation or debt he has as a
customer of HUNTINGTON; (2) based on any personal banking or other personal
financial services relationship he has with HUNTINGTON; (3) based on any act of
his of fraud, dishonesty, embezzlement, intentional wrongdoing or criminal
conduct involving HUNTINGTON; or (4) from any claims or action that federal or
state law prohibit HUNTINGTON from releasing, waiving and discharging ▇▇.
▇▇▇▇▇▇▇▇ from. HUNTINGTON further agrees, to the fullest extent permitted by its
Articles of Association, Bylaws, and federal and state law, including the laws
of the State of Maryland, to indemnify ▇▇. ▇▇▇▇▇▇▇▇ if any claim or action is
brought against him personally relating to or arising out of any acts or
omissions of ▇▇. ▇▇▇▇▇▇▇▇'▇ which occurred while he was acting within the scope
of his employment with and authority from HUNTINGTON. Solely for purposes of
this paragraph 5, "HUNTINGTON" means HUNTINGTON BANCSHARES INCORPORATED,
together with all its past, present and future assigns, successors, affiliates,
parent and subsidiary organizations, divisions, and corporations, and including
all past, present and future officers, directors, shareholders, employees, and
agents of the same, as well as their heirs, executors, administrators,
successors, assigns and other personal representatives, individually and in
their respective corporate capacities.
6. Knowledge of Rights. ▇▇. ▇▇▇▇▇▇▇▇ acknowledges that he is aware of his
rights under federal, state and local statutory and common law, including those
relating to discrimination, and understands that the consideration being paid to
him herein is expressly conditioned on him waiving all claims relating, directly
or indirectly, to his employment with and termination from HUNTINGTON,
including, but not limited to, any and all claims under Title VII of the Civil
Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age
Discrimination in Employment Act, the Employee Retirement Income Security Act,
and any and all contract, tort, and common law claims.
7. Non-Disclosure, Non-Solicitation, Non-Recruitment and Non-Competition.
HUNTINGTON and ▇▇. ▇▇▇▇▇▇▇▇ agree that their May 24, 2000, Stock Option Grant
Agreement (attached as "Exhibit B"), including its provisions on non-disclosure
of Confidential Information, non-solicitation, and non-recruitment (contained in
(a)(i), (ii), (b), (c) and (d)), is incorporated in its entirety into this
Agreement and shall remain in full force and effect during
- 4 -
the Period and after the Period ends, including during the twelve-month
post-termination Business Protection Period in (a)(i), (ii), (b), and (c) of
Exhibit ▇. ▇▇▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇▇ further agree that the end of ▇▇.
▇▇▇▇▇▇▇▇'▇ continued employment Period, whether it ends voluntarily or
involuntarily, will not constitute a reduction-in-force under Exhibit B. ▇▇.
▇▇▇▇▇▇▇▇ represents and warrants that on or before March 31, 2002, he will have
returned to HUNTINGTON all documentation, computer discs, or other property
which contain or reflect any Confidential Information as defined in Exhibit ▇.
▇▇▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇▇ further agree that in exchange for the
severance benefits and other consideration provided to him under this Agreement,
▇▇. ▇▇▇▇▇▇▇▇ agrees that he will not compete against HUNTINGTON in commercial
banking, as an owner, director, officer, employee, or paid or unpaid contractor,
consultant, or volunteer of any financial institution or other business entity
that competes directly or indirectly with HUNTINGTON in Ohio. HUNTINGTON and ▇▇.
▇▇▇▇▇▇▇▇ agree that the duration of this non-competition restriction will be
throughout the Period and for the six-month period after the termination of the
Period, whether such termination occurs voluntarily or involuntarily. HUNTINGTON
and ▇▇. ▇▇▇▇▇▇▇▇ agree that if, during the Period and the six-month period
thereafter, ▇▇. ▇▇▇▇▇▇▇▇ receives an offer of employment or another business
relationship that would result in ▇▇. ▇▇▇▇▇▇▇▇'▇ violation of his non-compete
obligation, ▇▇. ▇▇▇▇▇▇▇▇, prior to accepting any such other and without
prejudice to any of his rights under this Agreement, may ask HUNTINGTON's
Chairman or General Counsel whether HUNTINGTON, in its discretion, will consent
to such employment or other business relationship as an exception to this
non-compete obligation. To be effective, any such consent must be expressed in
writing and signed by HUNTINGTON's Chairman. HUNTINGTON and ▇▇. ▇▇▇▇▇▇▇▇ further
agree that ownership of not more than 2% of the stock of a financial institution
or other business entity that competes directly or indirectly with HUNTINGTON
will not violate this non-competition obligation. HUNTINGTON and ▇▇. ▇▇▇▇▇▇▇▇
further acknowledge and agree that this non-competition restriction is
reasonable in scope and duration, and appropriate and necessary to protect
HUNTINGTON's legitimate business interests and confidential business
information.
8. No Re-Employment. ▇▇. ▇▇▇▇▇▇▇▇ agrees that he will not at any time seek
reemployment or a new position with HUNTINGTON, covenants not to bring any suit
or claim against HUNTINGTON should he seek and be denied employment or any new
position, and agrees that this Agreement shall act as a complete bar to any
claim based upon denial of employment or any new position. In the event,
however, that ▇▇. ▇▇▇▇▇▇▇▇ is employed by a financial institution or other
business entity that purchases or acquires HUNTINGTON, or seeks employment with
and is hired by a financial institution or other business entity that has
purchased or acquired HUNTINGTON, this provision will not apply.
9. Non-Admission of Liability and Non-Disparagement. ▇▇. ▇▇▇▇▇▇▇▇ and
HUNTINGTON agree that nothing in or related to this Agreement and/or related to
▇▇ ▇▇▇▇▇▇▇▇'▇ employment or termination from employment constitutes an admission
by HUNTINGTON or ▇▇. ▇▇▇▇▇▇▇▇ of any violation of any federal, state or local
law. HUNTINGTON and ▇▇. ▇▇▇▇▇▇▇▇ further agree not to make or publish to any
third party any false or disparaging statements about the other. HUNTINGTON and
▇▇. ▇▇▇▇▇▇▇▇ agree that only violations of this non-disparagement provision
committed by its current Chairman and Vice
- 5 -
Chairmen while still employed with HUNTINGTON can constitute a violation by
HUNTINGTON of this non-disparagement obligation.
10. Cooperation Agreement. As a condition of remaining employed with
HUNTINGTON during the Period, and of receiving the additional severance benefits
specified in Exhibit A, ▇▇. ▇▇▇▇▇▇▇▇ agrees that during the Period he will
comply with any requests from HUNTINGTON as HUNTINGTON's Chairman or Vice
Chairman may make of him from time-to-time to work on HUNTINGTON business and/or
litigation matters during normal business hours. ▇▇. ▇▇▇▇▇▇▇▇ further agrees
that after the Period terminates, if requested by HUNTINGTON he will make
himself reasonably available to consult with HUNTINGTON on business or
litigation concerning matters in which he was involved while a HUNTINGTON
employee. For any requests made of ▇▇. ▇▇▇▇▇▇▇▇ under this paragraph, HUNTINGTON
agrees to reimburse ▇▇. ▇▇▇▇▇▇▇▇ for any travel, lodging, long distance phone
charges, copying charges, fax charges and meal expenses that ▇▇. ▇▇▇▇▇▇▇▇ may
reasonably incur in providing such consultation, provided HUNTINGTON has
pre-approved such expenses in advance. For any such requests of ▇▇. ▇▇▇▇▇▇▇▇
made after the Period terminates, and except in connection with any federal or
state court litigation, arbitration, or administrative proceeding where he is a
named party, HUNTINGTON further agrees to pay ▇▇. ▇▇▇▇▇▇▇▇ One Hundred Forty
Dollars ($140.00) per hour on a pro rata hourly basis for any pre-approved time
he incurs per a request by HUNTINGTON pursuant to this paragraph.
11. ▇▇. ▇▇▇▇▇▇▇▇'▇ Responsibility far Tax and Social Security Liability.
▇▇. ▇▇▇▇▇▇▇▇ acknowledges and agrees that, except as provided in this Agreement,
he is responsible for any and all of his own federal, state and local tax, FICA
and/or social security liabilities and consequences which may result from his
receipt of the additional severance benefits referenced in Exhibit A, and agrees
to hold harmless and indemnify HUNTINGTON against any and all such liabilities
or resulting consequences, including assessments, judgments, fines, interests,
penalties, costs and reasonable attorney's fees. ▇▇. ▇▇▇▇▇▇▇▇ further agrees
that HUNTINGTON shall not be required to pay any further sums to him for any
reason even if the tax and/or social security liabilities and resulting
consequences to him are ultimately assessed in a fashion which ▇▇. ▇▇▇▇▇▇▇▇ does
not presently anticipate.
12. Consultation with Counsel. ▇▇. ▇▇▇▇▇▇▇▇ and HUNTINGTON agree and
acknowledge that ▇▇. ▇▇▇▇▇▇▇▇ has been advised in writing to consult legal
counsel concerning the terms of this Agreement prior to executing it, that he
has been given up to twenty-one (21) days within which to consider the terms of
this Agreement, that pursuant to the Older Workers Benefits Protection Act of
1990, ▇▇. ▇▇▇▇▇▇▇▇ has seven (7) days following the execution of this Agreement
to revoke his acceptance of the Agreement, and that the Agreement shall not
become effective or enforceable until the revocation period has expired. ▇▇.
▇▇▇▇▇▇▇▇ and HUNTINGTON further agree that they have been given the opportunity
to fully discuss the terms of this Agreement with their respective attorneys,
that this agreement is written in a manner that they both understood, and that
they have had the opportunity to fully review with their attorneys the legal
claims and rights which are being released and the obligations of each party
under this Agreement. Based upon that review and discussion with counsel, ▇▇.
▇▇▇▇▇▇▇▇ and HUNTINGTON acknowledge that they fully and completely understand
and accept the terms of this agreement and enter into it freely, voluntarily and
of their own free will.
- 6 -
13. Breach. ▇▇. ▇▇▇▇▇▇▇▇ and HUNTINGTON agree and acknowledge that this
Agreement may be used as evidence in any subsequent proceeding in which either
party alleges a breach of this Agreement or asserts claims inconsistent with its
terms. ▇▇. ▇▇▇▇▇▇▇▇ and HUNTINGTON further agree that all future disputes they
may have concerning their obligations under this Agreement will be submitted to
binding arbitration, including any disputes over the enforcement of the terms of
this Agreement, excepting only potential claims relating to payment of vested
benefits from any HUNTINGTON benefit plan or a request for equitable relief from
a court of competent jurisdiction to enjoin an ongoing violation of this
Agreement and to preserve the status quo pending the arbitration proceedings
required under this provision. If either party contends that they have a claim
of any kind against the other, or that any provisions of this Agreement are not
being complied with, written notice of alleged non-compliance shall be given to
the other party within thirty (30) calendar days of notice of the alleged
dispute or noncompliance. Such notice must be either hand delivered or sent by
certified mail to the party's last known address on or before the 30th day. The
party receiving such notice shall have five (5) business days from receipt of
such written notice to resolve the alleged dispute(s) or noncompliance through
mutual efforts of conciliation. The parties may mutually agree in writing upon
additional time to endeavor to resolve the alleged dispute(s) or non-compliance.
In the event the parties are unable to conciliate the dispute(s) or
non-compliance within the five (5) business days mentioned above (or within the
additional period of time to which the parties may have mutually agreed), at the
conclusion of the five-day business period the parties agree to submit the
dispute(s) or issue(s) of non-compliance to binding arbitration, upon the
request of either party if made within sixty (60) calendar days starting with
the day after the five-day period ends. The binding arbitration shall be
administered by the American Arbitration Association ("AAA") under its
Employment Dispute Resolution Arbitration Rules. The arbitration shall take
place in Columbus, Ohio. The arbitrator's award shall be accepted as final and
binding upon the parties. The entire arbitration proceeding and any award or
decision relating thereto shall be kept completely confidential by AAA, the
arbitrator, the parties and any non-party witnesses. In the event of arbitration
instituted under this Agreement, ▇▇. ▇▇▇▇▇▇▇▇ and HUNTINGTON each shall be
responsible for half of the full payment of the arbitrator's fee, as well as the
expenses of the arbitration, excluding their own costs and attorney's fees, for
which each party shall remain solely responsible. However, the arbitrator has
the power to award all or a portion of costs and attorneys' fees to a prevailing
party, or to the other party if the arbitrator determines that a party has made
a frivolous claim or defense, where the arbitrator decides that such an award is
just. In any arbitration instituted under this Agreement, the arbitrator shall
have the authority to render a decision in accordance with applicable state
and/or federal law and to award any and all appropriate damages including the
forfeiture of any monies already paid pursuant to this Agreement, and any other
legal or equitable relief, including restitution of the arbitrator's fee to the
prevailing party. This agreement to arbitrate may be compelled under the Federal
Arbitration Act.
14. Entire Agreement. ▇▇. ▇▇▇▇▇▇▇▇ and HUNTINGTON agree and acknowledge
that this Agreement, together with Exhibits A and B, contain and comprise the
entire agreement and understanding between the parties and that no other
representation, promise, covenant or agreement of any kind whatsoever has been
made to cause either party to execute this Agreement. The parties further agree
and acknowledge that the terms of this
- 7 -
Agreement are contractual, and not a mere recital, and the parties intend this
Agreement to be a substituted contract, not an executory accord. The parties
also agree that the terms of this Agreement shall not be amended or changed
except in writing and signed by ▇▇. ▇▇▇▇▇▇▇▇ and a duly-authorized agent of
HUNTINGTON. The parties to this Agreement further agree that this Agreement
shall be binding on and inure to the benefit of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and
HUNTINGTON BANCSHARES INCORPORATED as defined and described in paragraph 5 of
this Agreement.
15. Effective Date. The effective date of this Agreement shall be the
eighth day following the date on which ▇▇. ▇▇▇▇▇▇▇▇ executes this Agreement,
unless he revokes his acceptance in accordance with the seven-day revocation
period set forth above in this Agreement.
THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THE FOREGOING SEVERANCE
AGREEMENT AND RELEASE AND WAIVFR OF ALL CLAIMS, FULLY UNDERSTAND IT AND HAVE
VOLUNTARILY SIGNED THIS AGREEMENT ON THE DATE INDICATED, SIGNIFYING THEREBY
THEIR ASSENT TO, AND WILLINGNESS TO BE BOUND BY, ITS TERMS:
3-27-02 /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------- ----------------------
Date ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
STATE OF OHIO )
) ss:
COUNTY OF FRANKLIN )
Before me, a Notary Public in and for said County and State, personally
appeared the above-named ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, who acknowledged that he did sign
the foregoing instrument, and that the same is his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
Franklin County, Ohio, this 27th day of March, 2002.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-----------------------
NOTARY PUBLIC
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
NOTARY PUBLIC, STATE OF OHIO
MY COMMISSION EXPIRES 10-18-05
- 8 -
HUNTINGTON BANCSHARES
INCORPORATED
Date: 3/28/02 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------- -------------------------
Title: Chairman and CEO
STATE OF OHIO )
) ss:
COUNTY OF FRANKLIN )
Before me, a Notary Public in and for said County and State, personally
appeared the above-named Huntington Bancshares Incorporated through ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, its Chairman, who acknowledged that he has full authority to bind and
did sign the foregoing instrument for and on behalf of Huntington Bancshares
Incorporated, and that the same is the free act and deed of Huntington
Bancshares Incorporated, and the free act and deed of him as its agent.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
Franklin County, Ohio, this 28 day of March, 2002.
/s/ T. ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------
NOTARY PUBLIC
[SEAL] T. ▇▇▇▇▇ ▇▇▇▇▇▇
Notary Public, State of Ohio
My Commission Expires 03-18-04
- 9 -
Exhibit A
1. During the Period.
A. During the Period, and provided he is in compliance with his
obligations under the Agreement, ▇▇. ▇▇▇▇▇▇▇▇ ("Executive") will be
entitled to:
1) base salary at his current rate of pay, paid out bi-weekly
pursuant to Huntington's normal payroll cycle
2) continued health and dental insurance coverage at his current
employee rates
3) continued Pension Plan benefit
4) continued SRIP benefit
5) exercise stock options
6) continued participation in Huntington Investment and Tax
Savings Plan ("HIP"), and Huntington Supplemental Stock
Purchase Plan, including eligibility for company matching
contributions in accordance with the terms of the plans
7) continued life insurance coverage at group rates
8) continued disability insurance coverage at group rates
2. Additional Severance Benefits.
A. Provided Executive did not exercise his right to revoke his
acceptance of the Agreement and is in compliance with his
obligations under the Agreement, Huntington agrees to:
1) Pay Executive two years of base salary ($790,000), minus
applicable withholdings and deductions, to be paid in a lump
sum within thirty days of the effective (date of the
Agreement.
2) Allow continued vesting and Executive's right to exercise
vested stock options during the Period. Options vesting as of
May 17, 2002 (55,000 shares) and May 16, 2002 (23,333 shares)
may be exercised at any time during the Period in accordance
with the terms of HUNTINGTON's stock option plan, up to the
close of business on the last business day of the Period.
3) Pay Executive a pro-rata payout of LTIP bonus (2000-2002
cycle) for 2000, 2001, and through the effective date of March
31, 2002 at the target
payout of 50% of base salary, to be paid in a lump-sum, minus
applicable withholdings and deductions, within thirty days of
the effective date of the Agreement.
4) Pay Executive a 2002 "MIP-like" payout at the target of 60% on
a pro-rata basis through the effective date of March 31, 2002,
to be paid in a lump-sum, minus applicable withholdings and
deductions, within thirty days of the effective date of the
Agreement.
5) Fund Executive's purchase of company vehicle at book value as
of March 31, 2002, on a tax neutral basis (putting Executive
in the same after-tax position as if this were a nontaxable
benefit).
6) Provide Executive with executive outpatient services, or an
equivalent resource or service as may be agreed to by
HUNTINGTON and Executive, to commence immediately upon the
effective date of the Agreement.
7) Submit for approval a resolution of the Board of The
Huntington National Bank recognizing Executive's contribution
to the Board similar to resolutions that have been
traditionally provided for departing board members, and to do
so upon the effective date of the Agreement.
8) Provide, upon the effective date of this Agreement, an
employment reference letter signed by ▇▇▇ ▇▇▇▇▇▇▇ that is
mutually agreeable to the parties.
9) Use its best efforts to sponsor Executive, at his expense, in
seeking to obtain his NASD Series 7 license, provided such
sponsorship can be accomplished in compliance with and without
violating any applicable NASD or HUNTINGTON policies,
procedures, or requirements pertaining to such a Section 7
sponsorship.
B. Other: Within thirty days of the termination of the Period, and
provided Executive has remained in compliance with the Agreement,
HUNTINGTON agrees to:
1) Fund Executive's purchase of COBRA coverage, if Executive
elects to receive COBRA coverage, by making a lump-sum payment
to Executive equivalent to the difference between the full
COBRA premium cost and the Executive's last HUNTINGTON
employee co-pay amount on a tax neutral basis (putting
Executive in the same after-tax position as if this were a
nontaxable benefit).
2) Submit for approval to the Pension Review Committee an
additional 3 years of service credited to the SRIP, and to
approve such additional years of
- 2 -
service pursuant to the Committee's regularly scheduled
meetings and approval process.
3) Transfer membership in New Albany Country Club (if allowable
by Club).
4) Have Executive's final personnel record reflect a voluntary
resignation.
- 3 -
[LOGO]
Huntington
Banking. Investments. Insurance.
NOTICE OF GRANT OF STOCK OPTION
AND GRANT AGREEMENT
May 24, 2000
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice Chairman
Huntington Bancshares Incorporated
The Compensation and Stock Option Committee of the Board of Huntington
Bancshares Incorporated ("the Huntington"), at its meeting on May 17 2000,
granted you an option to purchase 75,000 shares of Huntington Bancshares
Incorporated stock, as described below:
Incentive Stock Option Shares Granted 5,871
Nonqualified Stock Option Shares Granted 69,129
Option Price per Share $17.03125
Total Value of Shares Granted $1,277,343.75
This option award to you does not only acknowledge your personal contribution to
the growth and success of our company, but the Committee was very much
influenced by the performance of our company during the most recent past and
expressed its desire to continue to improve the company's position relative to
its peer group.
This option has been granted from the Huntington Bancshares Incorporated 1994
Stock Option Plan ("the Plan") and will vest in equal increments (with odd
shares vesting first, if applicable) on each May 17 of the years 2001 through
2003. Your option to purchase will expire at midnight on May 16, 2010 or upon
such earlier expiration date as provided in the Plan, and shall not be
exercisable thereafter. This option is subject to all the terms, conditions and
limitations of the Plan. Enclosed for your reference is a Plan Summary and an
exercise form.
In exchange for receiving and accepting this award (which requires that you sign
and return a copy of this Agreement):
You acknowledge and agree that in the performance of your duties of
employment with the Huntington you may be in contact with customers, potential
customers and/or information about customers or potential customers of the
Huntington. You also acknowledge and agree that trade secrets and confidential
information of the Huntington, more fully described in paragraph (c) of this
Agreement, gained by you during your employment with the Huntington, have been
developed by the Huntington through substantial expenditures of time, effort and
financial resources and constitute valuable and unique property of the
Huntington. You further understand and agree that the foregoing makes it
necessary for the protection of the Huntington's businesses that you not divert
business or customers from the Huntington and that you maintain the
confidentiality and integrity of the Confidential Information as hereinafter
defined.
(a) You agree that you will not, during your employment by the Huntington
and for a period of one year after such employment ceases, whether voluntarily
or involuntarily (the "Business Protection Period"):
(i) solicit or take away any customers or business of the Huntington
with whom you have had contact or responsibility during your employment with the
Huntington, or attempt to do so, for the sale of any product or service that
competes with a product or service offered by the Huntington; or
(ii) solicit or take away any potential customer identified,
selected or targeted by the Huntington with whom you have had contact or
responsibility during your employment with the Huntington, or attempt to do so,
for the sale of any product or service that competes with a product or service
offered by Huntington.
Notwithstanding the foregoing provisions of this paragraph, if your
employment terminates as a result of a reduction-in-force or, within one year
following a change-in-control (as defined in the Plan), your employment
terminates voluntarily or due to a reduction-in-force, your obligation under
this paragraph (a) will cease as of the date of your termination of employment.
Exhibit B
NOTICE OF GRANT OF STOCK OPTION
AND GRANT AGREEMENT
-2-
Nothing contained in this paragraph (a) shall preclude you from accepting
employment with a company, firm, or business that competes with the Huntington
so long as your activities do not violate the provisions of subparagraph (a)(i)
and (a)(ii) above or any of the provisions of paragraphs (b) and (c) below.
(b) You agree that you will not directly or indirectly at any time during
the Business Protection Period solicit or induce or attempt to solicit or induce
any employee, consultant or independent contractor of the Huntington to
terminate his or her employment, representation or other association with the
Huntington.
(c) You agree that you will keep in strict confidence, and will not,
directly or indirectly, at any time during or after the Business Protection
Period, disclose or use (except in the course of performing your duties of
employment with the Huntington) any trade secrets or confidential business or
technical information of the Huntington or its customers or vendors (the
"Confidential Information"), without limitation as to when or how you may have
acquired such information. The Confidential Information shall include the whole
or any portion of any information or plans, financial information, or listing of
names, addresses or telephone numbers, including without limitation, information
relating to the Huntington's customers or prospective customers, the
Huntington's customer list, contract information including terms, pricing and
services provided, information received as a result of customer contacts, the
Huntington's products and processing capabilities, methods of operation,
business plans, financials or strategy, and agreements to which the Huntington
may be a party. The Confidential Information shall not include information that
is or becomes publicly available other than as a result of disclosure by you.
You specifically acknowledge that the Confidential Information derives
independent economic value from not being readily known to or ascertainable by
proper means by others who can obtain economic value from its disclosure or use,
that reasonable efforts have been put forth by the Huntington to maintain the
secrecy of such information, that such information is the sole property of the
Huntington and that any retention and use of such information during or after
your employment with the Huntington (except in the course of performing your
duties of employment with the Huntington) shall constitute a violation of this
and a misappropriation of the Huntington's Confidential Information. You further
agree that, at the time of termination of your employment you will return to the
Huntington, in good condition, all property of the Huntington, including,
without limitation, the Confidential Information. In the event that said items
are not so returned, the Huntington shall have the right to charge you for all
reasonable damages, costs, attorney's fees and other expenses incurred in
searching for, taking, removing, and/or recovering such property. In the event
that you are advised in writing by your legal counsel that you are required by
subpoena or other legal process to disclose any of the Confidential Information,
you shall promptly notify the Huntington of this situation and you shall
promptly provide the Huntington with a copy of the written advice of legal
counsel so that the Huntington may seek a protective order or other appropriate
remedy. If a protective order or other appropriate remedy is not obtained in a
reasonable period of time, you may furnish only that portion of the Confidential
Information that you are advised by your legal counsel is legally required.
(d) For purposes of paragraphs (a), (b), and (c) above, the term "the
Huntington" includes Huntington Bancshares Incorporated and any of its direct or
indirect subsidiaries, successors, and assigns. The agreements set forth in
paragraph (a) supercede this agreement made in paragraph (a) of the prior Stock
Option Grant Agreement between you and the Huntington, and paragraphs (a), (b),
(c), and this paragraph (d) shall survive any termination, expiration, or
cancellation of the option grant evidenced by this Agreement. This Agreement
shall be governed by the laws of the State of Ohio, without giving effect to any
conflict of law provisions.
If you agree to the provisions and conditions included in this Agreement, you
should sign, date and return one copy of this Agreement to Auralee Childs in the
enclosed envelope and keep the other copy for your personal file. The option
grant evidenced by this Agreement shall, at the discretion of the Committee, be
forfeited if it is not signed and returned by June 26, 2000. If you have any
questions regarding the administration of the Plan or the exercise of a stock
option, please contact Auralee at (▇▇▇) ▇▇▇-▇▇▇▇.
/s/ ▇▇▇▇▇ ▇▇▇▇▇ May 24, 2000
------------------------------------ ------------
▇▇▇▇▇ ▇▇▇▇▇ Date
Chairman and Chief Executive Officer
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ May 26, 2000
------------------------------------ ------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Date
