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Exhibit 99.2
SEVERANCE AGREEMENT,
RELEASE, AND WAIVER OF ALL CLAIMS
This Severance Agreement, Release, and Waiver of All Claims is
being executed by and between Huntington Bancshares Incorporated
and Ronald C. Baldwin, including his heirs, estate, executors,
administrators, successors, assigns, and other personal
representatives (hereinafter "Mr. Baldwin").
BACKGROUND INFORMATION
A. Mr. Baldwin will separate employment with
Huntington effective December 31, 2006.
B. Mr. Baldwin and Huntington desire to enter into an
agreement providing Mr. Baldwin with additional compensation
in conjunction with his employment separation and resolving all
possible matters and claims among them, reciting the following
terms and conditions.
STATEMENT OF AGREEMENT
The parties to this Agreement hereby acknowledge the accuracy of
the above Background Information and hereby agree as follows:
1. Payment to Mr. Baldwin .
In exchange for Mr. Baldwin’s agreement and adherence
to his obligations under this Agreement, and subject to the timing
and conditions set forth in this Paragraph, Huntington agrees to
pay Mr. Baldwin a one-time lump sum severance amount of five
hundred thousand dollars ($500,000.00), minus all applicable and
required taxes, deductions, and withholdings. Huntington shall
issue payment to Mr. Baldwin for this severance payment as
soon as administratively feasible after July 1, 2007, but no
later than July 31, 2007.
2. Payment under Long Term Incentive Plan . In
further exchange for Mr. Baldwin’s agreement and
adherence to his obligations under this Agreement, Huntington
agrees to consider Mr. Baldwin for an incentive payment under the
2004-2006 Cycle of the Long-Term Incentive Plan, based upon
performance against goals, as outlined in the Plan.
Mr. Baldwin will be eligible for consideration for the
2004-2006 Cycle Incentive Award only if awards under the 2004-2006
Cycle are paid to active eligible associates under the Plan. If
paid, this lump-sum payment, minus applicable deductions and
withholdings, will be paid as soon as administratively feasible
after July 1, 2007, but no later than July 31, 2007.
Huntington further agrees to pay Mr. Baldwin one hundred four
thousand one hundred sixty-seven dollars ($104,167.00), which is
the prorated incentive payment that Mr. Baldwin would be
eligible to earn under the 2005-2007 Cycle of the Long-Term
Incentive Plan at his target performance level. This payment will
be paid to Mr. Baldwin as soon as administratively feasible after
July 1, 2007, but no later than July 31, 2007.
3. Management Incentive Plan Consideration . In
further exchange for Mr. Baldwin’s agreement and
adherence to his obligations under this Agreement, Huntington
agrees to consider Mr. Baldwin for a Management Incentive Plan
(MIP) bonus payment, based upon time in active employment
through December 31, 2006 and performance against goals, as
outlined in the Plan. Mr. Baldwin will be eligible for
consideration for the MIP bonus only if MIP bonuses are paid to
active eligible associates under the Plan. If paid, this lump-sum
payment, minus applicable deductions and withholdings, will be paid
as soon as administratively feasible after July 1, 2007, but
no later than July 31, 2007.
4. Tax and Financial Planning Services . In further
exchange for Mr. Baldwin’s agreement and adherence to
his obligations under this Agreement, Huntington agrees to pay Mr.
Baldwin ten thousand dollars ($10,000.00) to compensate him for the
cost of tax and financial planning services that he incurs in 2007.
This payment will be paid to Mr. Baldwin as soon as
administratively feasible after July 1, 2007, but no later
than July 31, 2007.
5. Additional Years of Service . In further
exchange for Mr. Baldwin’s agreement and adherence to
his obligations under this Agreement, Huntington agrees to provide
Mr. Baldwin 1.33 additional years of service under the
Huntington Bancshares Supplemental Retirement Income Plan
("Plan").
6. No Other Payments or Benefits Due
Mr. Baldwin . Mr. Baldwin expressly acknowledges and
agrees that except as set forth in this Agreement and the
Huntington Bancshares Incorporated Addendum to Stock Option
Agreements, which is incorporated into this Agreement by reference,
he will not be entitled to receive, and Huntington will not be
obligated to make, any other payment to him related to his
employment with, compensation by, and separation from Huntington,
including for any wages, Paid Time Off, incentive or bonus pay, or
Long Term Incentive Plan payments. Further, by execution of this
Agreement, Huntington and Mr. Baldwin expressly agree that
Mr. Baldwin’s January 1, 2006 Executive Agreement
is revoked and terminated and that Mr. Baldwin is not entitled
or eligible to receive any payment or benefit under the Executive
Agreement. Mr. Baldwin expressly acknowledges that but for
this Agreement, he would not otherwise be entitled to the payments
or benefits set forth in this Agreement and that these payments and
benefits are sufficient consideration for Mr. Baldwin’s
release and waiver of claims and the other obligations that he has
agreed to undertake in this Agreement.
7. Release of Huntington by Mr. Baldwin . In
exchange for the benefits set forth above, the adequacy and
sufficiency of which Mr. Baldwin hereby expressly
acknowledges, and all other consideration related to same,
Mr. Baldwin does hereby RELEASE, WAIVE, REMISE, AND FOREVER
DISCHARGE Huntington, as defined in this Agreement and, for
purposes of this Paragraph, as further defined to include all of
Huntington’s past, present, and future assigns, successors,
affiliates, parent and subsidiary organizations, divisions, and
corporations, 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 and
personal capacities (all hereinafter referred to in this Paragraph
as "Huntington") from any and all claims, demands, administrative
charges, complaints, legal rights, compensation, obligation,
actions, interests, debts, liabilities, damages, costs,
attorneys’ fees and expenses, or causes of action of whatever
type or nature, whether legal, equitable, or administrative,
whether known or unknown to him which he may now have against
Huntington, either individually, jointly, or severally, based upon
acts or omissions which have occurred from the beginning of time to
the effective date of this Agreement, and especially from claims or
actions arising out of, either directly or indirectly, his
employment with, compensation by, and separation from Huntington,
including, but not limited to, claims under the Civil Rights Act of
1964, as amended; the Age Discrimination in Employment Act; the
Older Workers Benefit Protection Act; the Americans with
Disabilities Act; the Family and Medical Leave Act; the Employee
Retirement Income Security Act; the Comprehensive Omnibus Budget
Reconciliation Act; and any applicable state or local laws of
similar intent.
Mr. Baldwin and Huntington agree and acknowledge that this
release and waiver does not apply to any claims arising after the
effective date of this Agreement or that pertain or relate to any
previously vested rights Mr. Baldwin may have under
Huntington’s medical, dental, and/or vision insurance plans,
or retirement plans. Huntington and Mr. Baldwin expressly
acknowledge and agree that any benefit, contribution or award
payable to Mr. Baldwin under any Huntington plan will
commence, will be paid, and/or will be exercisable under the terms
of the applicable plan and in good faith compliance with Internal
Revenue Code Section 409A
8. Confidential and Proprietary Information .
Mr. Baldwin expressly acknowledges and agrees to his
continuing obligation to comply with (1) Huntington’s
trade secrets and confidentiality policies, as those policies are
set forth in HuntingtonR
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