Common use of Forfeiture Provisions Clause in Contracts

Forfeiture Provisions. (a) If, before the date that the Company pays the Performance Share Units, or if later, the applicable anniversary of the Date of Grant described in Section 3(d) of this Agreement immediately following the December 31st in which the Company’s Tier 1 Common Equity Ratio is greater than or equal to the goal set forth in the Company’s Capital Management Policy, the Employee’s employment or service with the Company is terminated for any reason other than a Permitted Termination, all of the Employee’s unvested Performance Share Units and any unvested cash dividends shall be forfeited. (b) Notwithstanding any provision of this Agreement to the contrary, the Committee may cause the Employee to forfeit all unvested Performance Share Units and require repayment of any amount previously paid under this Agreement in accordance with the terms of the Huntington Bancshares Incorporated Recoupment/Clawback Policy (“the Policy”), any other applicable policy of the Company, and any other applicable laws and regulations. The Policy is available on the Risk Management and Corporate Policy home page of the Huntington intranet. (c) This Performance Share Unit grant is subject to acceptance of all the terms, conditions and limitations of the Plan. The Plan may be amended from time to time, including but not limited to provisions on tax withholding and forfeiture. This Performance Share Unit grant is subject to such rules and regulations that the Committee may adopt for administration of the Plan, and to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

Forfeiture Provisions. (a) If, before the date that the Company pays the Performance Share Units, or if later, the applicable third anniversary of the Date of Grant described in Section 3(d) of this Agreement immediately following the December 31st in which the Company’s Tier 1 Common Equity Ratio is greater than or equal to the goal set forth in the Company’s Capital Management PolicyGrant, the Employee’s employment or service with the Company is terminated for any reason other than a Permitted Terminationbefore the satisfaction of both (1) the service-based vesting requirements described in Section 3(b), 3(c), or 3(d) as applicable, and (2) the performance-based vesting requirement described in Section 3(e) above are satisfied, all of the Employee’s unvested Performance Share Units RSUs and any unvested cash dividends shall be forfeited. (b) Notwithstanding any provision of this Agreement to the contrary, the Committee may cause the Employee to forfeit all unvested Performance Share Units RSUs and require repayment of any amount previously paid under this Agreement in accordance with the terms of the Huntington Bancshares Incorporated Recoupment/Clawback Policy (“the Policy”), any other applicable policy of the Company, and any other applicable laws and regulations. The Policy is available on the Risk Management and Corporate Policy home page of the Huntington intranet. Additionally, if the Employee’s termination of service may qualify both as (i) either a Permitted Termination or a Normal Retirement and (ii) a for Cause termination, the Employee’s termination shall be considered a termination for Cause, and the Employee shall forfeit all rights under this Agreement. (c) This Performance Share Unit RSU grant is subject to acceptance of all the terms, conditions and limitations of the Plan. The Plan may be amended from time to time, including but not limited to provisions on tax withholding and forfeiture. This Performance Share Unit RSU grant is subject to such rules and regulations that the Committee may adopt for administration of the Plan, and to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

Forfeiture Provisions. (a) If, before the date that fourth anniversary of the Company pays the Performance Share UnitsDate of Grant, or if later, the applicable anniversary of the Date of Grant described in Section 3(d3(a)(3) of this Agreement immediately following the December 31st in which the Company’s Tier 1 Common Equity Ratio is greater than or equal to the goal set forth in the Company’s Capital Management Policy, the Employee’s employment or service with the Company is terminated for any reason other than a Permitted Termination, all of the Employee’s unvested Performance Share Units RSUs and any unvested cash dividends shall be forfeited. (b) Notwithstanding any provision of this Agreement to the contrary, the Committee may cause the Employee to forfeit all unvested Performance Share Units RSUs and require repayment of any amount previously paid under this Agreement in accordance with the terms of the Huntington Bancshares Incorporated Recoupment/Clawback Policy (“the Policy”), any other applicable policy of the Company, and any other applicable laws and regulations. The Policy is available on the Risk Management and Corporate Policy home page of the Huntington intranet. (c) This Performance Share Unit RSU grant is subject to acceptance of all the terms, conditions and limitations of the Plan. The Plan may be amended from time to time, including but not limited to provisions on tax withholding and forfeiture. This Performance Share Unit RSU grant is subject to such rules and regulations that the Committee may adopt for administration of the Plan, and to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

Forfeiture Provisions. (a) If, before the date that the Company pays the Performance Share Units, or if later, the applicable anniversary of the Date of Grant described in Section 3(d) of this Agreement immediately following the December 31st in which the Company’s Tier 1 Common Equity Ratio is greater than or equal to the goal set forth in the Company’s Capital Management Policy, the Employee’s employment or service with the Company is terminated for any reason other than a Permitted Terminationspecified in Section 3(c) of this Agreement, all of the Employee’s unvested Performance Share Units PSUs and any unvested cash dividends shall be forfeited. (b) Notwithstanding any provision of this Agreement to the contrary, if the Company is required to restate any of its financial statements because of a material financial reporting violation, the Company shall recover the amount of the Grant in excess of what the Grant would have been under the Company’s restated financial statements, or such other amount required under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and any guidance thereunder (the “Xxxx-Xxxxx Act”). The Company may recover this amount from any current or former Employee who received a payment under this Plan during the three-year period preceding the date on which the restatement is required, or from any other individual specified in the Xxxx-Xxxxx Act. In addition, if the Committee determines that the Employee (1) took unnecessary or excessive risk, (2) manipulated earnings, or (3) engaged in any misconduct described in the Huntington Bancshares Incorporated Recoupment Policy (the “Recoupment Policy”), the Committee may cause the Employee to forfeit all unvested Performance Share Units PSUs and require repayment of any amount previously paid under this Agreement in accordance with the terms of the Huntington Bancshares Incorporated Recoupment/Clawback Policy (“the Recoupment Policy”), any other applicable policy of the Company, and any other applicable laws and regulations. The Policy is available on the Risk Management and Corporate Policy home page of the Huntington intranet. (c) This Performance Share Unit PSU grant is subject to acceptance of all the terms, conditions and limitations of the Plan. The Plan may be amended from time to time, including but not limited to provisions on tax withholding and forfeiture. This Performance Share Unit PSU grant is subject to such rules and regulations that the Compensation Committee may adopt for administration of the Plan, and to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

Forfeiture Provisions. (a) If, before the date that third anniversary of the Company pays the Performance Share UnitsDate of Grant, or if later, the applicable anniversary of the Date of Grant described in Section 3(d3(a)(4) of this Agreement immediately following the December 31st in which the Company’s Tier 1 Common Equity Ratio is greater than or equal to the goal set forth in the Company’s Capital Management Policy, the Employee’s employment or service with the Company is terminated for any reason other than a Permitted Termination, all of the Employee’s unvested Performance Share Units RSUs and any unvested cash dividends shall be forfeited. (b) Notwithstanding any provision of this Agreement to the contrary, the Committee may cause the Employee to forfeit all unvested Performance Share Units RSUs and require repayment of any amount previously paid under this Agreement in accordance with the terms of the Huntington Bancshares Incorporated Recoupment/Clawback Policy (“the Policy”), any other applicable policy of the Company, and any other applicable laws and regulations. The Policy is available on the Risk Management and Corporate Policy home page of the Huntington intranet. (c) This Performance Share Unit RSU grant is subject to acceptance of all the terms, conditions and limitations of the Plan. The Plan may be amended from time to time, including but not limited to provisions on tax withholding and forfeiture. This Performance Share Unit RSU grant is subject to such rules and regulations that the Committee may adopt for administration of the Plan, and to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.