Exhibit 99.1
HUNTINGTON BANCSHARES INCORPORATED
ADDENDUM TO STOCK OPTION AGREEMENTS
This
Addendum to Stock Option Agreements (this “Addendum”)
entered into by and between Huntington Bancshares Incorporated, a
Maryland Corporation (the “Company”), and Ronald C.
Baldwin, an executive officer with the Company
(“Mr. Baldwin”), is effective as of
December 7, 2006 (“Effective Date”).
RECITALS
WHEREAS, Mr. Baldwin is terminating his
service with the Company as of December 31, 2006;
and
WHEREAS, in consideration for agreeing to the
terms of this Addendum, the Compensation Committee (the
“Committee”) of the Company has determined that, only
for purposes of the 2001 Stock and Long Term Incentive Plan (the
“2001 Stock Plan”), and the 2004 Stock and Long Term
Incentive Plan (the “2004 Stock Plan”),
Mr. Baldwin’s termination is a “Retirement;”
and
WHEREAS, Mr. Baldwin has been granted stock
options under the 2001 Stock Plan and the 2004 Stock Plan
(collectively, the “Stock Plans”); and
WHEREAS, the Company and Mr. Baldwin desire
to have a method for Mr. Baldwin to exercise his options, as
identified in the attached Schedule A, in a manner that is
consistent with the terms of both the 2001 Stock Plan and 2004
Stock Plan, and, if applicable, the requirements of
Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”), by making exercise of the options more
restrictive than otherwise required under the Stock
Plans.
NOW,
THEREFORE, in consideration of the mutual covenants and promises
contained herein, and other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties agree as
follows:
1. Exercise of
Options—General .
(a) Mr. Baldwin agrees to exercise his
options in accordance with the attached Schedule A. Upon
exercise of the options, Mr. Baldwin will receive a
distribution of cash or stock as soon as practicable after the date
of exercise, but in no event any later than December 31 of the
year of exercise.
(b) Mr. Baldwin may exercise all or
any part of an option at any time during the calendar year
specified in Schedule A. If Mr. Baldwin fails to exercise
the option by December 15 of the year specified in
Schedule A, the unexercised portion of the option shall be
forfeited, and Mr. Baldwin will have no ability to complete the
exercise in a later year.
2. Exercise of
Options – Change In Control .
Upon
a Change in Control of the Company, this Addendum shall remain
binding on the successor company, and Mr. Baldwin shall
exercise his outstanding options in accordance with the attached
Schedule A.
3. Exercise of
Options – Death .
Upon
Mr. Baldwin’s death, Mr. Baldwin’s options
shall become exercisable in full. Mr. Baldwin’s beneficiary
(or his estate in the absence of a beneficiary designation) shall
have until the earlier of the following dates to exercise such
options: (a) the later of (1) December 31 of the
year of Mr. Baldwin’s death or (2) the 15
th day of the third month after the date of
Mr. Baldwin’s death, or (b) the original expiration
date of the options.
1
4. Plans Control;
Amendment .
This
Addendum is subject to the terms of the 2001 Stock Plan and 2004
Stock Plan, and unless a specific provision in this Addendum is
contrary to the terms of the 2001 Stock Plan or 2004 Stock Plan,
the respective Stock Plans control this Addendum. For purposes of
this Addendum, the terms defined in the 2001 Stock Plan and 2004
Stock Plan not otherwise defined in this Addendum shall have the
meanings so defined in the respective Stock Plan. Except as
otherwise provided in this Addendum, no amendment or modification
of the terms of this Addendum shall be binding on the parties
hereto unless to writing and signed by Mr. Baldwin and the
Company.
5.
Administration .
The
authority to manage and control the operation and administration of
this Addendum shall be vested in the Committee, and the Committee
shall have all powers with respect to this Addendum as it has with
respect to the 2001 Stock Plan and 2004 Stock Plan. Any
interpretation of the Addendum by the Committee and any decision
made by the Committee with respect to the Addendum are final and
binding.
6. Tax
Advisor .
Nothing contained in this Add
