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Exhibit 10.(t).
TIMOTHY P. SMUCKER
Chairman, Compensation
and Stock Option Committee
April 18, 2001
Mr. Frank Wobst
Chairman
Huntington Bancshares Incorporated
Huntington Center
Columbus, Ohio 43287
Re: Retirement as Employee
Dear Frank:
You have indicated your intent to retire as an employee of Huntington
Bancshares Incorporated. While we understand your desire to retire from the day
to day responsibilities required of an actively employed Chairman, we look
forward to your continued guidance and service as a non-employee Chairman of
both Huntington Bancshares Incorporated and The Huntington National Bank Boards.
In order to recognize your significant past contributions to Huntington and
ensure a smooth transition, we have agreed on certain matters affecting your
retirement and your future relationship with Huntington. This letter
memorializes our agreement.
1. You will continue in your present position at your current
rate of compensation and with your current fringe benefits
until you retire as an employee of Huntington and its
affiliates. Your retirement date will be May 1, 2001.
2. As of May 1, 2001, you will be entitled to certain retirement
income and welfare benefits, and other benefits as set forth
in the attachment to this letter.
3. You will continue to serve your term as a director of
Huntington Bancshares Incorporated and The Huntington National
Bank in accordance with their by-laws. You will also continue
to serve as Chairman of the Executive Committee of the Boards
of Directors of both Huntington Bancshares Incorporated and
The Huntington National Bank through December 31, 2002.
Beginning May 1, 2001, you will serve as non-employee Chairman
of the Board for both Huntington Bancshares Incorporated and
The Huntington National Bank, continuing through December 31,
2002. Beginning May 1, 2001, and continuing for as long as you
serve as a director, you shall receive the standard director
compensation in effect from time to time for non-employee
directors.
4. Beginning on May 1, 2001, and continuing through December 31,
2002, you agree to provide consulting services to Huntington
in the form of advice on Huntington's activities and proposed
activities as the Chief Executive Officer or the Board of
Directors of Huntington Bancshares Incorporated shall
reasonably request. In
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performing such consulting services, you agree that you will
be acting as an independent contractor and not as an employee
of Huntington. As payment for such consulting services, you
shall receive a fee of $20,000 per month in equal bi-weekly
installments. You acknowledge that you will be responsible for
filing, withholding, and payment of taxes as an independent
contractor.
5. Both before and following your retirement date, Huntington
will indemnify you against any and all claims, suits, charges,
or proceedings, and will advance reasonable expenses
(including reasonable attorneys' fees), arising from your
performance of duties as an officer or director of Huntington
or any affiliated company to the full extent permitted by
federal law and the laws of the State of Maryland. You will
cooperate with Huntington in connection with any such
proceedings.
6. You agree that you will hold in a fiduciary capacity for the
benefit of Huntington all trade secrets, confidential
information, and privileged information, relating to
Huntington and its businesses which you have obtained during
your employment by Huntington. You will not, without the prior
written consent of Huntington or as may otherwise be required
by law or legal process, use, communicate, or divulge any such
trade secrets or confidential or privileged information to
anyone other than Huntington and those designated by
Huntington.
7. For yourself, your heirs, executors, and assigns, you release,
waive, extinguish, and covenant not to sue with respect to any
and all rights, liabilities, claims, or actions of whatever
nature which you have or may have as of the effective date of
this agreement against Huntington or its affiliates, its or
their successors and assigns, and the directors, officers,
employees, or agents of any of them or their heirs or assigns,
including, but not limited to, any and all such rights,
liabilities, claims, or actions arising in any manner out of
your employment or the termination of your employment. These
rights, liabilities, claims, and actions released, waived, and
extinguished by you and with respect to which you covenant not
to sue, include but are not limited to those arising or which
might arise under Title VII of the Civil Rights Act of 1964,
as amended; the Civil Rights Act of 1866, as amended;
Executive Order 11246, as amended; the National Labor
Relations Act, as amended; the Americans with Disabilities Act
of 1990; any claims or rights arising in fact or by
implication pursuant to any alleged contract and any other
claim arising under any federal, state, county, city, or other
local law, rule, ordinance, regulation, order, or decision
concerning discrimination in employment or the terms, rate,
hours, benefits, conditions, or privileges of employment or
any other term or condition of employment including, but not
limited to, any claim arising out of your employment which
relates to or arises out of a claim of discrimination because
of race, color, religion, sex, national origin, handicap, age,
or ancestry pursuant to Chapter 4112 of the Ohio Revised Code
or which relates to or arises out of any claim of age
discrimination pursuant to the federal Age Discrimination in
Employment Act or any state or local age discrimination
statute, law, ordinance, or decision.
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8. The agreement set forth in this letter will be binding on the
successors and assigns of Huntington. It is Huntington's
intention that you not be required to incur the expenses
associated with the enforcement of your rights as set forth in
this letter, should such enforcement become necessary
following a change in control of Huntington. Accordingly, if,
following a change in control of Huntington, it should appear
to you that Huntington or its successor has failed to comply
with any of Huntington's obligations to you as described in
this letter, or any action is taken to declare the agreement
set forth in this letter to be void or unenforceable or to
deny, diminish, or recover from you the benefits intended to
be provided to you as described in this letter, you are
irrevocably authorized to retain counsel of your choice at the
expense of Huntington or its successor to represent you in
connection with the initiation or defense of any litigation or
other legal action. Huntington or its successor will pay or
reimburse to you the reasonable fees and expenses of counsel
selected by you on a regular, periodic basis upon presentation
by you of a statement or statements prepared by such counsel
in accordance with its customary practices.
9. This letter, including the attachment, contains the entire
agreement of the parties with respect to your retiring as an
employee, and your continuing relationship with Huntington,
and completely supersedes your Employment Agreement dated
February 15, 2001, and your Executive Agreement dated April 1,
1998, which will be of no further effect as of your retirement
date.
Frank, on behalf of everyone at Huntington, I want to express my
sincere appreciation for your many contributions to Huntington.
Sincerely,
Timothy P. Smucker
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ACKNOWLEDGMENT
I acknowledge that I was given up to 21 calendar days within which to
consider this letter agreement; that I was advised in writing of my right to
consult with legal counsel prior to signing this agreement and that I have had
the opportunity to avail myself of counsel of my choosing; and that I have the
right to revoke this agreement, in writing, for a period not to exceed 7 days
after the date on which it was signed by me. All parties further acknowledge if
I fail to exercise this right to revoke, this agreement will immediately become
a binding contract as to its terms.
I acknowledge that I have read this letter in its entirety, fully
understand the same, and am in full accord with the terms contained herein.
Notice received and accepted and this
letter agreement approved and accepted
this ____ day of April, 2001.
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Frank Wobst
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ATTACHMENT
INCENTIVE PLANS
1. You are a participant in the Incentive Compensation Plan, also
known as the Management Incentive Plan (the "MIP"), until your
retirement date. You shall be eligible to receive a MIP
payment for the plan year 2001. Your MIP payment for the plan
year 2001 will be based on the terms of the plan and on the
criteria and other terms for your current group A-1 as
determined by the Compensation and Stock Option Committee.
Your MIP payment for the plan year 2001 will be a pro rata
amount equal to a fraction of a year, the numerator of which
will be four and the denominator shall be twelve. You shall
receive this payment prior to the last day in February 2002.
2. You are a participant in the seventh and eighth cycles of the
Long Term Incentive Compensation Plan (the "Long Term Plan".)
The seventh cycle of the Long-Term Plan covers the period
January 1, 1999, through December 31, 2000. As a participant
in the seventh cycle of the Long Term Plan, you are eligible
to receive a seventh cycle Long Term Plan payment. Your Long
Term Plan payment will be determined based on Huntington's
ROAE performance relative to the performance of the peer group
in accordance with the terms of the Long-Term Plan for the
group to which you were assigned. You will receive this
payment for the seventh cycle when awards for all participants
in the Long-Term Plan are paid, which is anticipated to be in
May 2001.
The eighth cycle of the Long Term Plan covers the period of
January 1, 2000, through December 31, 2002. As a participant
in the eighth cycle of the Long Term Plan, you are eligible to
receive an eighth cycle Long Term Plan payment. Your Long Term
Plan payment will be determined based on Huntington's ROAE
performance relative to the performance of the peer group
determined by the Committee and calculated pursuant to the
terms of that plan for your group. Your payment will be a pro
rata portion of the eighth cycle amount equal to a fraction,
the numerator of which will be sixteen and the denominator of
which will be 36. You will receive this payment when awards
for all participants in the eighth cycle of the Long-Term Plan
are paid.
Payment from the Long-Term Plan will be in accordance with the
terms of the Plan.
3. All stock options previously granted will be exercisable in
accordance with and otherwise governed by the retirement
provisions of the Stock Option Plans and the provisions of the
stock option agreements under which they were granted.
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WELFARE BENEFITS
1. Your employee coverage under the Huntington Bancshares
Incorporated Group Healthcare Plan will end on April 30, 2001.
Beginning on your retirement date, you and your dependents
will be eligible for Huntington's retiree medical and dental
benefits as generally available to all retirees and in effect
from time to time.
2. Your Employee Group Term Life Insurance will end on the
retirement date. You will receive group term life insurance as
a retiree in the amount of $50,000.
3. Your Business Travel Accidental Death and Dismemberment
coverage and your Long-Term Disability coverage will end on
April 30, 2001.
RETIREMENT INCOME BENEFITS
1. You will cease active participation in the Huntington
Investment and Tax Savings Plan (the "Stock Plan") and the
Huntington Supplemental Stock Purchase and Tax Savings Plan
(the "Supplemental Stock Plan"). Your Supplemental Stock Plan
balance will be distributed to you as soon as administratively
feasible following your retirement date. You will also receive
information regarding options relating to your balance in the
Stock Plan after your retirement date.
2. Beginning May 1, 2001, you will become eligible to begin
receipt of benefits under the Huntington Bancshares
Incorporated Retirement Plan (the "Pension Plan") and the
Supplemental Executive Retirement Plan (the "SERP").
OTHER BENEFITS
1. A Huntington parking pass will be provided to you through the
later of your term as a director of Huntington or December 31,
2005.
2. You will continue to have both the use of your current office
on the 34th floor of the Huntington Center and to have your
current secretary assigned to you full-time through December
31, 2002, provided Huntington continues to occupy such space
and your secretary remains in the employ of Huntington. After
December 31, 2002, and continuing through December 31, 2005,
Huntington will provide you with an office and secretary as
appropriate but not necessarily your current office and
secretary.
3. Huntington will reimburse you for eligible tax and financial
planning services bills you incur through December 31, 2001 to
the extent of your full annual allowance for such services.
4. You will continue to have use of your current corporate
automobile and be reimbursed in accordance with Huntington's
policy in effect from time to time
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through December 31, 2002. At December 31, 2002, you may
purchase your corporate automobile from Huntington at book
value. If Huntington discontinues its current policy for
providing cars to senior executives before December 31, 2002,
you will have the option to purchase your corporate automobile
at book value at that time.
5. You will continue to be entitled to receive, through December
31, 2005, security services at your customary residences,
including dedicated phone lines for audit, data and alarm
transmission, fire, smoke, intrusion detection and alarm
systems and devices, perimeter protection, including fences,
gates and camera.
6. Through December 31, 2002, you will be entitled to use
corporate facilities consistent with your position as Chairman
of the Board. During the period January 1, 2003, through
December 31, 2005, you will be entitled to use corporate
facilities as appropriate.
7. Through December 31, 2005, you will be reimbursed for
reasonable business expenses incurred in furtherance of
services rendered for the benefit of Huntington.
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