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Exhibit 10.(s).
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: PETER E. GEIER, hereinafter referred to,
together with his heirs, estate, executors, administrators, successors, assigns
and other personal representatives, as MR. GEIER; and
HUNTINGTON BANCSHARES INCORPORATED, hereinafter referred to, 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, as "HUNTINGTON."
In consideration of the mutual provisions and promises of this
Agreement, MR. GEIER and HUNTINGTON agree as follows:
1. SEVERANCE. As a result of the elimination of MR. GEIER's position
with HUNTINGTON, MR. GEIER will be placed on transition pursuant to HUNTINGTON's
transition pay plan, pursuant to the terms of that plan except where provided in
this Agreement. MR. GEIER will also be provided certain other severance benefits
as set forth in Exhibit A to this Agreement, the terms of which are incorporated
in their entirety into this Agreement. While on transition MR. GEIER will remain
employed on HUNTINGTON's payroll, will be permitted to continue to participate
in certain of HUNTINGTON's benefit plans, and will provide services to
HUNTINGTON as it may request from time-to-time, although MR. GEIER will have
resigned any directorship and as an executive officer of HUNTINGTON effective
January 17, 2001.
A. MR. GEIER's period of transition (the "Period") will be for
the twelve-month period from April 1, 2001, through March 31, 2002. At the close
of business on March 31, 2002, MR. GEIER's transition rights and employment will
terminate, unless such rights and employment are terminated earlier by MR. GEIER
or HUNTINGTON as described below in this Agreement.
B. During the Period, HUNTINGTON and MR. GEIER understand and
agree that, except when and as requested by HUNTINGTON pursuant to paragraph 9
of this Agreement, MR. GEIER will not be providing any employment-related or
other services to or on behalf of HUNTINGTON.
C. During the Period, HUNTINGTON agrees to maintain MR. GEIER
on HUNTINGTON's payroll at his current base salary and to continue to provide
him with the employee benefits listed in Exhibit A, at the levels in effect on
January 17, 2001 or as HUNTINGTON may amend its benefit plan levels from
time-to-time, pursuant to the terms of those benefit plans and HUNTINGTON's
standard payroll practices, less applicable and required tax withholdings,
deductions, and co-pay requirements. HUNTINGTON and MR. GEIER agree
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that during the Period MR. GEIER 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 the Executive Agreement
entered into between MR. GEIER and HUNTINGTON effective April 1, 1998, 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 9.
D. In exchange for the additional severance benefits being
offered to him under this Agreement, during the Period MR. GEIER 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 HUNTINGTON's transition
pay plan.
2. TERMINATION FROM TRANSITION. HUNTINGTON and MR. GEIER further
understand and agree that MR. GEIER may remove himself from transition and
HUNTINGTON's payroll and benefit plans at any time during the Period. At such
time, and in accordance with the terms and conditions of this Agreement and
Exhibit A, MR. GEIER will be entitled to the additional severance benefits set
forth in Exhibit A. At any time during the Period, HUNTINGTON may remove MR.
GEIER from transition and HUNTINGTON's payroll and benefit plans, as well as
cease any payments, services, and other considerations set forth in Exhibit A
that have not yet been paid or provided to MR. GEIER, if (A) MR. GEIER begins
performing any remunerated employment or consulting services, whether as an
employee, consultant, or independent contractor, for any person or entity other
than HUNTINGTON; (B) HUNTINGTON has clear and convincing evidence that before or
after January 17, 2001, MR. GEIER engaged in any acts of fraud, dishonesty or
intentional wrongdoing materially adverse to HUNTINGTON; misappropriated or
embezzled of any monies from HUNTINGTON; engaged in criminal conduct involving
HUNTINGTON; or filed any lawsuit or other legal, equitable or administrative
action against HUNTINGTON, except any claim that arises under the Employee
Retirement Income Security Act ("ERISA") after he executes this Agreement and
that pertains to any vested benefit right, or an arbitration claim to enforce
his rights set forth in this Agreement; or (C) MR. GEIER breaches any obligation
under paragraphs 1, 2, 4, 6, 7, 9, 10 or 13 of this Agreement. HUNTINGTON agrees
that before removing MR. GEIER from its payroll or exercising its other rights
under this paragraph 2 due to a breach by MR. GEIER of 2.(B) or 2.(C) of this
paragraph, HUNTINGTON will first provide MR. GEIER with five business days
notice and an opportunity to explain and resolve the breach to HUNTINGTON's
satisfaction. MR. GEIER agrees he is obligated to notify HUNTINGTON's General
Counsel's office if during the Period he has secured any paid employment or
consultancy. MR. GEIER must include with such notice the identity of such
employment or consultancy, and the first date on which he will start receiving
compensation from any such employment or consultancy. MR. GEIER's failure to so
notify HUNTINGTON will constitute a breach of this paragraph 2.
3. TIMING OF CONSIDERATION. Provided MR. GEIER has adhered to his
obligations under this Agreement, HUNTINGTON agrees to make the payment to MR.
GEIER for the item listed in paragraph 2.A.1). of Exhibit A within thirty days
following HUNTINGTON's receipt of this Agreement executed by MR. GEIER, and
provided MR. GEIER has not exercised his right to revoke his acceptance of this
Agreement during its seven-day "revocation period." The other
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additional severance benefits to which MR. GEIER may be entitled under this
Agreement will be paid or provided in accordance with the schedule in Exhibit A.
4. RELEASES, WAIVERS AND COVENANTS NOT TO SUE. In consideration of the
benefits provided above, the adequacy and sufficiency of which MR. GEIER hereby
expressly acknowledges, MR. GEIER, as defined in this Agreement, hereby
RELEASES, WAIVES AND FOREVER DISCHARGES HUNTINGTON, as defined in this
Agreement, 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, MR. GEIER's 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 or during the transition Period, except that this Release, Waiver
and Covenant Not to Sue does not apply to any claim arising after the effective
date of this Agreement which pertains or relates to any previously vested rights
MR. GEIER may have under HUNTINGTON's pension or 401(k) plan, to any claims MR.
GEIER may file for workers' compensation, or to any arbitration claim MR. GEIER
may assert to enforce his rights under this Agreement. In exchange for MR.
GEIER's promises set forth in this Agreement, HUNTINGTON hereby RELEASES, WAIVES
AND FOREVER DISCHARGES MR. GEIER, 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 MR. GEIER, and agrees and covenants
not to bring any such claim, suit or other action against MR. GEIER, based on
acts or omissions of MR. GEIER's which occurred prior to the effective date of
this Agreement and while he was acting within the scope of his employment with
authority from HUNTINGTON. HUNTINGTON and MR. GEIER further agree that
HUNTINGTON does not release, waive or discharge MR. GEIER from any legal,
equitable or administrative claim or action: (1) based on any obligation or debt
he has as a customer of HUNTINGTON; (or) based on any personal banking or other
financial services relationship he has with HUNTINGTON; (2) based on any act of
fraud, dishonesty, embezzlement, intentional wrongdoing or criminal conduct
involving HUNTINGTON; or (3) from any claims or action that federal or state law
prohibit HUNTINGTON from releasing, waiving and discharging MR. GEIER 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 MR. GEIER if any claim or action is brought against
him personally relating to or arising out of any acts or omissions of MR.
GEIER's which occurred while he was acting within the scope of his employment
with and authority from HUNTINGTON.
5. KNOWLEDGE OF RIGHTS. MR. GEIER 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
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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.
6. NON-DISCLOSURE, NON-SOLICITATION, AND NON-RECRUITMENT. HUNTINGTON
and MR. GEIER 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 the Period and after
the Period ends. HUNTINGTON and MR. GEIER agree that the Business Protection
Period in (a)(i), (ii), (b), and (c) of Exhibit B shall be extended to include
the period between January 17, 2001 and July 17, 2002. HUNTINGTON and MR. GEIER
further agree that the end of MR. GEIER's transition Period, whether it ends
voluntarily or involuntarily, will not constitute a reduction-in-force under
Exhibit B. MR. GEIER represents and warrants that he has returned to HUNTINGTON
all documentation, computer discs, or other property which contain or reflect
any Confidential Information as defined in Exhibit B.
7. NO RE-EMPLOYMENT. MR. GEIER agrees that he will not at any time seek
re-employment 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 MR. GEIER 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.
8. NON-ADMISSION OF LIABILITY. MR. GEIER and HUNTINGTON agree that
nothing in or related to this Agreement and/or related to MR. GEIER's employment
or termination from employment constitutes an admission by HUNTINGTON or MR.
GEIER of any violation of any federal, state or local law.
9. COOPERATION AGREEMENT. As a further condition of remaining on
transition and of receiving the additional severance benefits specified in
Exhibit A, MR. GEIER agrees that while on transition he will comply with any
requests from HUNTINGTON as HUNTINGTON executive management may make of him from
time-to-time to work on HUNTINGTON business and/or litigation matters during
normal business hours. MR. GEIER further agrees that after he is removed from
transition and HUNTINGTON's payroll and benefit plans, 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 MR. GEIER under this paragraph,
HUNTINGTON agrees to reimburse MR. GEIER for any travel, lodging, long distance
phone charges, copying charges, fax charges and meal expenses that MR. GEIER may
reasonably incur in providing such consultation, provided HUNTINGTON has
pre-approved such expenses in advance. For any such requests of MR. GEIER made
after he is removed from transition and HUNTINGTON's payroll and benefit plans,
and except in connection with any federal or state court litigation or
administrative proceeding where he is a named party, HUNTINGTON further agrees
to pay MR. GEIER One Hundred and Eighty-Five Dollars ($185.00) per hour on a
tenths of an hour pro rata
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basis for any pre-approved time he incurs per a request by HUNTINGTON pursuant
to this paragraph.
10. MR. GEIER'S RESPONSIBILITY FOR TAX AND SOCIAL SECURITY LIABILITY.
MR. GEIER acknowledges and agrees that, except as provided in this Agreement, he
is responsible for any and all 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. MR. GEIER 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 MR. GEIER does not presently
anticipate.
11. CONSULTATION WITH COUNSEL. MR. GEIER and HUNTINGTON agree and
acknowledge that MR. GEIER 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,
MR. GEIER 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. MR. GEIER 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, MR. GEIER 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.
12. BREACH. MR. GEIER 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. MR. GEIER 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 non-compliance. 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 non-compliance 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)
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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, MR. GEIER 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 costs and attorneys'
fees to a party if the arbitrator determines that the other party has made a
frivolous claim or defense. 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.
13. ENTIRE AGREEMENT. MR. GEIER 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 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 MR. GEIER 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 PETER E.
GEIER and HUNTINGTON BANCSHARES INCORPORATED as defined and described in this
Agreement.
14. EFFECTIVE DATE. The effective date of this Agreement shall be the
eighth day following the date on which MR. GEIER executes this Agreement, unless
he revokes his acceptance in accordance with the seven-day revocation period set
forth in paragraph 11 of this Agreement.
THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THE FOREGOING SEVERANCE
AGREEMENT AND RELEASE AND WAIVER 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:
4-1-01 /s/ Peter E. Geier
- ---------------------------------- ------------------------------
Date PETER E. GEIER
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STATE OF OHIO )
) ss:
COUNTY OF FRANKLIN )
Before me, a Notary Public in and for said County and State, personally
appeared the above-named PETER E. GEIER, 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 1st day of April, 2001.
[SEAL] /s/Jean E. Boster
------------------------------------
Jean D. Boster NOTARY PUBLIC
Notary Public, State of Ohio
My Commission Expires 11-24-05
HUNTINGTON BANCSHARES INCORPORATED
Date: March 30, 2001 By: /s/ Frank Wobst
----------------------------- --------------------------------
Title: Chairman
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 Frank Wobst,
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 30th day of March, 2001.
/s/ Richard A. Cheap
-----------------------------------------
NOTARY PUBLIC
RICHARD A. CHEAP, Attorney at Law
Notary Public, State of Ohio
My Commission has no expiration date.
Section 147.03 O.R.C
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EXHIBIT A
1. Transition
----------
During the transition Period, and provided he is in compliance with his
obligations under the Agreement, Mr. GEIER ("Executive") will be
entitled to:
-- base salary at his current rate of pay, paid out
bi-weekly pursuant to Huntington's normal payroll
cycle
-- continued health and dental insurance coverage at
employee rates
-- continued Pension Plan benefit
-- continued SRIP benefit
-- ability to exercise stock options while on transition
-- 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
-- continued life insurance coverage at group rates.
2. Additional Severance Benefits
-----------------------------
A. Within thirty days of signing the Agreement, and 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) make a lump-sum severance payment to Executive of One
Hundred Fifty Thousand Dollars, subject to all
applicable tax withholdings and deductions;
2) transfer to Executive any rights Huntington has to
the Rocky Fork membership currently in Executive's
name;
3) transfer ownership of the Huntington personal
computer Executive has been using (Huntington has had
an opportunity to review the computer's files and
remove any Huntington business information);
4) sell to Executive for $15,000 the Huntington car he
has been using;
5) propose a Resolution to the Boards of Huntington
Bancshares Incorporated and Huntington National Bank
recognizing Executive's contributions to those
companies and Boards, similar in content and language
to the Resolutions which have traditionally been
given by those Boards to departing Directors, and
provide Executive with the statue given to all
outgoing Board members;
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6) not to offset from Executive's severance the value of
the base salary and benefits paid to Executive
between January 17, 2001 and the date he entered into
the Severance and Release Agreement with Huntington.
B. During the third quarter of 2001, and provided Executive is
still on transition and in compliance with his obligations
under the Agreement, Huntington agrees to make a lump-sum
severance payment to Executive of Two Hundred Fifty Thousand
Dollars, subject to all applicable tax withholdings and
deductions.
C. If Executive secures any other remunerative employment or
consultancy and/or voluntarily ends his transition Period
before the twelve-month Period expires, or if Executive is on
transition at the time the twelve-month period expires,
provided Executive is in compliance with his obligations under
the Agreement Huntington agrees to:
1) make a lump-sum payment of base salary equivalent to
the remainder, if any, of the twelve-month period,
subject to all applicable tax withholdings and
deductions, and to make such payment within thirty
days after the transition Period ended
2) make a lump-sum payment of COBRA premium differential
equivalent to the remainder, if any, of the
twelve-month period, subject to applicable tax
withholdings and deductions, and to make such payment
within thirty days after the transition Period ended
3) make a lump-sum payment equivalent to the remainder,
if any, of the HIP 401(k) and Supplemental Stock
Purchase Plan matching as if Executive had remained
on transition for the entire twelve-month period, and
to make such payment within thirty days after the
transition Period ended
4) make a lump-sum severance payment of Seventy
Thousand, Five Hundred Dollars, subject to all
applicable tax withholdings and deductions and less
the prorated value of executive outplacement services
Executive used, and to make such payment within
thirty days after the transition Period ended
5) if not already paid, make the lump-sum severance
payment in B., to be paid in the third quarter of
2001
6) add years of service to the SRIP to make Executive's
total combined monthly benefit under the qualified
Pension Plan and the SRIP equal to what Executive
would have been eligible to receive had he continued
on the transition plan for the entire twelve-month
period, plus add an additional thirty-six months of
service to the SRIP on the Executive's behalf within
thirty days after the next regularly scheduled
Pension Review Committee meeting
7) have Executive's final employment status and
personnel record constitute a voluntary resignation.
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[Huntington logo]
NOTICE OF GRANT OF STOCK OPTION
AND GRANT AGREEMENT
May 24, 2000
Peter E. Geier
President and Chief Operating Officer
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 125,000 shares of Huntington Bancshares
Incorporated stock as described below:
Incentive Stock Option Shares Granted 5,871
Nonqualified Stock Option Shares Granted 119,129
Option Price per Share $17.03125
Total Value of Shares Granted $2,128,906.25
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 in 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 the 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.
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EXHIBIT B
NOTICE OF GRANT OF STOCK OPTION
AND GRANT AGREEMENT
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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 (614) 480-3832.
/s/Frank Wobst May 24, 2000
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Frank Wobst Date
Chairman and Chief Executive Officer
/s/Peter E. Geier May 30, 2000
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Peter E. Geier Date
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