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EXHIBIT 10 (a)
EMPLOYMENT AGREEMENT
THIS AGREEMENT made effective as of the 15th day of February,
2001 by and between HUNTINGTON BANCSHARES INCORPORATED, a Maryland corporation,
with its principal office at the Huntington Center, 00 Xxxxx Xxxx Xxxxxx,
Xxxxxxxx, XX 00000 ("Huntington") and XXXXX XXXXX, residing at 000 Xxxxx
Xxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000 ("Executive").
R E C I T A L S:
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WHEREAS, Executive currently is employed by Huntington as the
Chairman of the Board and Chief Executive Officer of Huntington;
WHEREAS, Huntington desires to continue to employ Executive as
its Chairman of the Board and Chairman of the Executive Committee for the Board
and secure for itself the continued services of Executive upon the terms and
conditions specified herein; and
WHEREAS, Executive wishes to continue his employment by
Huntington.
A G R E E M E N T:
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NOW, THEREFORE, in consideration of such continued employment,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound,
hereby agree as follows:
I. EMPLOYMENT DUTIES AND TERM.
A. Executive shall perform such duties as Huntington
through its Board of Directors from time to time shall determine; provided,
however, that such duties shall be comparable to those performed by the Chairman
of the Board and ordinarily expected of executive officers of Huntington and its
subsidiaries and affiliates. Executive shall devote his full time and attention
and best efforts to the performance of such duties. Executive shall serve as an
officer of Huntington and as an officer of any of its affiliate corporations, if
duly elected at any time or times during the term of this Agreement.
B. Executive's employment and the initial term of this
Agreement shall be for a period commencing on February 15, 2001 ("Commencement
Date"), and ending on December 31, 2002 ("Termination Date"), unless terminated
at an earlier date pursuant to an event described in Section III of this
Agreement (referred to hereafter as the "employment period"). After the initial
term, upon agreement by both Executive and Huntington this Agreement may be
renewed on December 31, 2002 on terms agreed to by the parties hereto.
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II. COMPENSATION.
Huntington agrees to pay to Executive and Executive agrees to
accept the following amounts as compensation in full for his services in any
capacity hereunder, including services as an officer, director or member of any
committee or in the performance of other like duties assigned to him by the
Board of Directors of Huntington.
A. BASE COMPENSATION. Huntington shall pay to Executive
a base annual salary in the amount equal to the current annual base salary of
Executive, payable in equal bi-weekly installments plus such increased base
annual compensation that the Board of Directors of Huntington may authorize as
provided herein (the "Minimum Annual Base Salary"). The compensation of
Executive shall be reviewed in good faith by both parties no less often than
every fifteen (15) months and may be increased by mutual consent, but in no
event shall the annual base salary be less than the Minimum Annual Base Salary
described above.
B. PARTICIPATION IN CORPORATION'S INCENTIVE COMPENSATION
PLANS. Executive currently participates in Huntington's Incentive Compensation
Plan and Huntington's Long-Term Incentive Compensation Plan, as in effect on the
date hereof (both which shall be referred to hereinafter as the "Incentive
Compensation Plans"). As additional compensation, Executive shall continue to
participate in the Incentive Compensation Plans.
C. PARTICIPATION IN RETIREMENT PLAN AND RIGHTS UNDER
OTHER AGREEMENTS. Executive shall be entitled to certain rights and benefits as
in effect on the date hereof under a) the Huntington Stock Purchase and Tax
Savings Plan (the "Stock Plan"), b) the Huntington Supplemental Stock Purchase
and Tax Savings Plan (the "Supplemental Stock Plan") c) Huntington's
noncontributory retirement plan for salaried employees, qualified under Section
401(a) of the Internal Revenue Code (the "Qualified Plan"), d) Huntington's
nonqualified, unfunded, non-contributory Supplemental Executive Retirement Plan
(the "SERP"), e) Huntington's Supplemental Retirement Income Plan (the "SRIP")
and f) the 1994 Stock Option Plan or any successor or additional stock option
plans (the "Stock Option Plans"). Executive's rights and benefits under such
plans shall continue in effect and shall not in any manner be altered or
affected by this Agreement other than any increase in benefits as a result of
the terms of this Agreement. Notwithstanding any other provision contained in
the Stock Option Plan, in the event Executive's employment is terminated for any
reason, he shall have a period of not less than ninety (90) days in which to
exercise any stock option provided pursuant to the Stock Option Plan, provided,
however, that the period during which such options can be exercised will be such
longer period if provided under the terms of such Stock Option Plan.
D. OTHER FRINGE BENEFITS. In addition to the benefits
provided for in subsections (B) and (C) of this Section II, Executive shall
receive and enjoy other fringe benefits, including without limitation
participation in or coverage under: transition pay plan, health care insurance
(including any health care and dependent care flexible spending account plan),
long term and short term disability insurance, group life insurance, business
travel insurance, employee assistance plan, executive life insurance (group
universal life insurance), Section 125 premium only cafeteria plan and tuition
reimbursement plan, paid vacations, use of a corporate automobile and all
reasonable maintenance and service costs associated therewith, financial
consulting and tax return preparation allowance, paid reserved parking, and
payment of dues in those professional organizations in which he is currently a
member. All such fringe benefits shall be at least comparable in scope and
amount to that which Executive enjoys on the date hereof. In addition, Executive
shall be entitled to reimbursement for all out-of-pocket expenses incurred by
Executive in the performance of his duties hereunder; provided that such
reimbursement shall be in accordance with Huntington's then existing policy
regarding the same.
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E. PARTICIPATION IN FUTURE COMPENSATION, RETIREMENT,
AND FRINGE BENEFIT PLANS. In addition to the benefits provided for in
subsections (B), (C), and (D) of this Section II, Executive shall participate in
and shall also receive and enjoy such other compensation, retirement, or fringe
benefits which are now or in the future made available to executives of
Huntington.
F. DISCONTINUANCE OF FRINGE BENEFITS. If at any time
prior to the termination of Executive's employment in accordance with the terms
of this Agreement, Huntington shall for any reason discontinue or cause a
material reduction in retirement or fringe benefits specified in subsections (C)
and (D) of this Section II, Huntington shall thereupon immediately, at its
expense, provide Executive with individual coverage or benefits comparable to
(and not less beneficial than) the benefits in existence prior to such
discontinuance or material reduction until termination of this Agreement.
G. DEFERRED COMPENSATION. Huntington agrees that, if
requested by Executive, it will enter into an unfunded deferred compensation
agreement acceptable to Executive providing for the deferral at the election of
Executive of certain compensation payable to Executive.
H. SECURITY. Corporate officers in positions similar
that occupied by Executive have by virtue of their position in the recent past
been the target of kidnapping, burglary, robbery, extortion, hostage, hijacking
and other threats to the health, life, safety and property of similarly situated
officers. In order to reduce the risk of harm to Executive, Executive shall be
entitled to receive from time to time, if and whenever Executive, Huntington's
Director of Security and, to the extent utilized by Huntington, any independent
security consultant determine, at Huntington's expense, security services and
protection as they determine to be appropriate under the circumstances. Such
security services may include, but not by way of limitation: (a) at Executive's
customary residences, dedicated phone lines for audio, data and alarm
transmission, fire, smoke, intrusion detection and alarm systems and devices,
perimeter protection, including fences, gates and camera; (b) the employment of
one or more personal security escorts; and (c) the use by Executive, and when
accompanied by Executive, Executive's spouse, and children of corporate owned or
leased secure aircraft for air travel.
III. TERMINATION.
A. DISABILITY. If during the term of this Agreement
Executive shall be unable to perform substantially his duties hereunder because
of illness or other incapacity (referred to hereafter as "Disability"), and such
Disability shall continue for a period of more than six (6) consecutive months
in any twelve month period, Huntington shall thereafter have the right, on not
less than forty-five (45) days written notice to Executive, to terminate this
Agreement, in which case the date of termination shall be not less than the
forty-fifth (45th) day following the date of written notice. In such event, in
addition to any other benefits to which Executive would be entitled, Huntington
shall be obligated to pay Executive his full compensation pursuant to Sections
II (A) and (B) hereof up to the date of termination; thereafter Huntington shall
be obligated to pay Executive an amount equal to two-thirds (2/3) of the base
salary pursuant to Section II(A) hereof less any benefits which Executive
receives during such period from any disability insurance program which
Huntington may provide Executive. The compensation provided under this paragraph
shall continue for the full period of Disability or until the Termination Date,
whichever first occurs.
A determination of Disability shall be subject to the
certification of a qualified medical doctor agreed to by Huntington and
Executive or, in the event of Executive's incapacity to designate a qualified
medical doctor, by Executive's legal representative. If Huntington and Executive
fail to agree upon a qualified medical doctor, each party shall nominate a
qualified medical doctor and the two doctors shall select a third doctor, who
shall make the determination as to Disability.
Executive's compensation and benefits described in Section II
shall be reinstated in full upon his return to employment and the discharge of
his full duties hereunder.
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B. DEATH. In the event of Executive's death during his
employment hereunder, in addition to any other benefits to which any person
would be entitled upon Executive's death, his bi-weekly compensation under
Section II(A) shall continue until the last day of the sixth full calendar month
following the month in which his death occurs. Compensation to which Executive
is entitled pursuant to Section II(B) hereof shall be paid pursuant to the terms
of Huntington's Incentive Compensation Plans. Executive's compensation for the
period following his death shall be paid to the beneficiary indicated on the
Beneficiary Designation attached hereto as Exhibit A.
C. VOLUNTARY TERMINATION. Except as provided for in the
Executive Agreement dated April 1, 1998, between Executive and Huntington (the
"Executive Agreement") a copy of which is attached hereto as Exhibit B, in the
event Executive voluntarily terminates his employment, he shall cease to receive
compensation as of the date of termination of his employment, except that to
which he is then entitled pursuant to Huntington's Incentive Compensation Plans.
D. TERMINATION FOR CAUSE. In the event that the Board of
Directors determines that Executive's employment pursuant to this Agreement
should be terminated for cause, Executive shall be entitled: (a) to receive the
compensation to which he is entitled pursuant to Huntington's Incentive
Compensation Plans, and (b) to continue to receive as severance pay the
bi-weekly installments as described in Section II(A) for three (3) full calendar
months following the date of termination. "Cause" means fraud, embezzlement,
gross negligence, or willful misconduct by Executive in the performance of his
duties or a material default by Executive of his duties hereunder. For purposes
of this paragraph, no act or failure to act on Executive's part shall be
considered "willful" unless done or omitted to be done by him not in good faith
and without reasonable belief that his action or omission was in the best
interest of Huntington. If Huntington decides to terminate this Agreement as
provided in this Section, Huntington will give Executive 60 days advance written
notice of its intention to terminate this Agreement. If, within such 60-day
period Executive notifies Huntington that a dispute exists concerning the
termination, the termination of this Agreement will occur on the earlier of the
Termination Date or the date the dispute is finally determined by agreement of
the parties or by a court of competent jurisdiction.
E. TERMINATION WITHOUT CAUSE. In the event that the
Board of Directors determines that this Agreement and the employment of
Executive should be terminated without cause, Executive, or his designated
beneficiary, shall be entitled to full compensation, retirement and fringe
benefits in accordance with Section II herein (1) until the Termination Date or
(2) for six months after termination, whichever is longer.
F. CHANGE OF CONTROL. In the event that Huntington shall
have undergone a Change of Control, in lieu of any compensation otherwise
provided under this Agreement, Executive shall be entitled to the benefits
described in the Executive Agreement upon the termination of his employment,
either voluntarily by Executive or by Huntington for any reason except
Executive's Disability or death. For purposes of this Agreement "Change of
Control" shall have the meaning defined in the Executive Agreement.
G. MITIGATION. In the event that Executive voluntarily
terminates his employment, as set forth in Section III(C) herein, or Executive's
employment pursuant to this Agreement is terminated for cause, as set forth in
Section III(E) herein, or Executive is terminated pursuant to a Change of
Control, as set forth in Section III(F) herein, Executive shall have no duty to
mitigate his damages by seeking other Employment, and Huntington shall not be
entitled to set off against amounts payable hereunder any compensation which he
may receive from future employment.
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IV. EXECUTIVE'S RIGHTS UNDER CERTAIN PLANS.
Notwithstanding anything contained herein, Huntington agrees
that the benefits provided to Executive herein are not in lieu of any rights and
privileges to which Executive may be entitled as an employee of Huntington under
any retirement, pension, insurance, hospitalization, or other plan which may now
or hereafter be in effect, it being understood that, except to the extent
currently provided in such plans, Executive shall have the same rights and
privileges to participate in such plans or benefits as any other employee of
Huntington.
If Executive shall be entitled to participate in any retirement
or fringe benefit plan pursuant to the terms of this Agreement after the
cessation of his employment and if the terms of any such retirement or fringe
benefit plan do not permit continued participation by Executive after
termination of employment, then Huntington will arrange for other coverage at
Huntington's expense providing substantially similar benefits.
If continued participation in any retirement plan is not
permitted by law or the terms of the plan, Huntington shall pay to Executive or,
if applicable, his beneficiary, a supplemental benefit equal to the value on the
date of termination of employment of the excess of (i) the benefit Executive
would have been paid under such plan if he had continued to be covered as if
Executive had earned compensation described under Section II above and had made
contributions sufficient to earn the maximum matching contribution, if any,
under such plan (less any amounts he would have been required to contribute),
over (ii) the benefit actually payable to or on behalf of the Executive under
such plan. For purposes of determining the benefit under (i) in the preceding
sentence, contributions deemed to be made under a defined contribution plan will
be deemed to be invested in the same manner as Executive's account under such
plan at the time of termination of employment. Huntington shall pay such
supplemental benefits (if any) in a lump sum within 60 days of the termination
of employment.
V. CONFIDENTIAL INFORMATION.
Executive agrees to receive Confidential Information (defined
below) of Huntington in confidence, and not to disclose to others, assist others
in the application of, or use for his own gain, such information, or any part
thereof, unless and until it has become public knowledge or has come into the
possession of such other or others by legal and equitable means and other than
as a result of disclosure by Executive. Executive further agrees that, upon
termination of his employment with Huntington, all documents, records,
notebooks, and similar repositories containing Confidential Information,
including copies thereof, then in Executive's possession, whether prepared by
him or others, will be left with Huntington. For purposes of this Section V,
"Confidential Information" means information disclosed to Executive or known by
Huntington, not generally known in the business in which Huntington is or may
become engaged, including, but not limited to, information about Huntington's
services, trade secrets, financial information, customer lists, books, records,
memoranda, and other proprietary information of Huntington.
Executive further agrees that during the employment period he
will devote substantially all of his time and effort to the performance of his
duties hereunder and will refrain from engaging on his own behalf or on the
behalf of a third party in any line of activities or business in which
Huntington is or may become engaged.
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VI. PLACE OF PERFORMANCE.
In connection with his employment by Huntington, Executive shall
not be required to relocate or transfer his principal residence and shall not be
required to perform services which would make the continuance of his principal
residence in Columbus, Ohio, unreasonably difficult or inconvenient for him.
Huntington shall give Executive at least three months' advance notice of any
relocation of its principal executive offices to a location more than fifty
miles from Executive's principal residence in Columbus, Ohio. In the event that
Executive shall thereupon elect to relocate his principal residence within fifty
miles of the principal executive offices of Huntington, Huntington shall
promptly pay (or reimburse Executive for) all reasonable relocation expenses
incurred by Executive relating to a change of his principal residence in
connection with any such relocation of Huntington's principal executive offices.
In the event that Executive shall not relocate his principal residence, he shall
make himself available for performance in Columbus, Ohio, of the services
described in Section I herein.
VII. SUCCESSORS.
A. This Agreement shall inure to the benefit of and be
binding upon Huntington, its successors and assigns, including without
limitation, any person, partnership, or corporation which may acquire voting
control of Huntington or all or substantially all of the Huntington's assets and
business, or which may be a party to any consolidation, merger, or other
transaction that results in a Change of Control of Huntington.
B. This Agreement shall also inure to the benefit of and
be binding on Executive, his heirs, successors, and legal representatives.
VIII. COBRA CONTINUATION COVERAGE.
Notwithstanding any provision of this Agreement to the contrary,
in the event of any qualifying event, as defined in Section 162(k) of the
Internal Revenue Code (the "Code"), Executive and his qualifying beneficiaries
shall be entitled to continuation of health care coverage, as provided under
Section 162(k) of the Code. The foregoing is intended as a statement of
Executive's continuation coverage rights and is in no way intended to limit any
greater rights of Executive or his qualified beneficiaries under this Agreement.
If a greater benefit is available to Executive or his qualifying beneficiaries
under this Agreement or otherwise, Executive or his qualified beneficiaries may
forego continuation coverage and elect instead such greater benefit.
IX. INDEMNIFICATION.
Huntington, as provided for in its Articles of Association,
shall indemnify Executive to the full extent of the general laws of the State of
Maryland, now or hereafter in force, including the advance of expenses under
procedures provided by such laws.
X. ENTIRE AGREEMENT.
This Agreement contains the entire agreement of the parties
hereto with respect to the employment of Executive by Huntington, and completely
supersedes any prior employment agreements or arrangements between the parties
hereto. The parties hereto agree that this Agreement cannot be hereafter
amended, modified, or supplemented in any respect, except by a subsequent
written agreement signed by both parties hereto.
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XI. APPLICABLE LAW.
This Agreement shall be governed in all respects by the laws of
the State of Ohio.
XII. NOTICES.
All notices under this Agreement shall be in writing, and will
be duly sent if sent by registered or certified mail to the respective parties'
addresses shown hereinabove, or such other addresses as the parties may
hereafter designate in writing for such purpose.
XIII. ASSIGNMENT.
Except as expressly provided herein, neither this Agreement nor
any rights, benefits, or obligations hereunder may be assigned by Huntington or
Executive without the prior written consent of the other.
XIV. WAIVER.
The failure by a party to exercise or enforce any of the terms
or conditions of this Agreement will not constitute or be deemed a waiver of
that party's rights hereunder to enforce each and every term of this Agreement.
The failure by a party to insist upon strict performance of any of the terms and
provisions herein will not be deemed a waiver of any subsequent default in the
terms or provisions herein.
XV. RIGHTS AND REMEDIES CUMULATIVE.
All rights and remedies of the parties hereunder are cumulative.
XVI. DIVISIBILITY.
The provisions of this Agreement are divisible. If any such
provision shall be deemed invalid or unenforceable, itshall not affect the
applicability or validity of any other provision of this Agreement, and if any
such provision shall be deemed invalid or unenforceable as to any periods of
time, territory, or business activities, such provision shall be deemed limited
to the extent necessary to render it valid and enforceable.
XVII. CAPTIONS AND TITLES.
Captions and titles have been used in this Agreement only for
convenience and in no way define, limit, or describe the meaning of any Article
or any part thereof.
XVIII. CAPITALIZED TERMS.
Capitalized terms not otherwise defined herein have the meaning
given in the Executive Agreement.
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IN WITNESS WHEREOF, the parties have signed this Agreement which is effective
immediately on the date and year first above written.
ATTEST Huntington Bancshares Incorporated
/s/ Xxxxxxx A, Cheap By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Cheap, Secretary Xxxxxxx X. Xxxxxxx
Its: Chairman of the Board's
Compensation and Stock Option
Committee
/s/ XXXXX XXXXX
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Xxxxx Xxxxx
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