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 f
