Common use of Vesting and Forfeiture Provisions Clause in Contracts

Vesting and Forfeiture Provisions. Each Compensation Plan Agreement shall include customary provisions and shall provide, among other things, that: (1) the Qualified Employee’s right, title and interest in any shares of Parent Common Stock which constitute QE Stock Compensation shall vest not more quickly than (a) twenty-five fifty percent (25%) of such shares of Parent Common Stock shall vest on the date which is six (6) months after the Closing Date, (b) twenty-five percent of such shares of Parent Common Stock shall vest on the date which is twelve (12) months after the Closing Date, (c) twenty-five percent (25%) of such shares of Parent Common Stock shall vest on the date which is eighteen (18) months after the Closing Date, and (d) twenty-five percent (25%) of such shares shall vest on the date which is twenty-four months after the Closing Date; (2) any New Options issued to any Qualified Employee under such agreement shall vest not more quickly than fifty percent (50%) on the date which is twenty-four (24) months after the Closing Date and fifty percent (50%) on the date which is thirty-six (36) months after the Closing Date; (3) the QE Stock Compensation shall be subject to certain restrictions on transfer under applicable law and shall bear appropriate legends to such effect; and (4) upon the occurrence of any Forfeiture Event, the Qualified Employee shall have the right to receive only that portion of such shares of Parent Common Stock or to exercise only such New Options as to which his or her right, title has vested and shall forfeit and have no further right to receive any unvested shares of Parent Common Stock or to exercise any unvested New Options. For the purposes hereof, “

Vesting and Forfeiture Provisions. Each Compensation Plan Agreement shall include customary provisions and shall provide, among other things, that: (1) the Qualified Employee’s right, title and interest in any shares of Parent Common Stock which constitute QE Stock Compensation shall vest not more quickly than (a) twenty-five fifty percent The Employee’s Restricted Stock will vest as to 100% of the shares on April 16, 2011 (25%b) If the Employee’s employment terminates for any reason other than those reasons specified in this Section 2 of such this Agreement, the shares of Parent Common the Employee’s Restricted Stock that have not vested shall vest be forfeited on and after the effective date which is six of the termination. (6c) Notwithstanding any provision to the contrary, if at least 6 months after the Closing DateDate of Grant, the Employee’s employment with the Company is terminated (bi) twenty-five percent involuntarily without Cause (as defined in the Plan) or (ii) due to death, the Employee shall become vested in a prorated number of such shares of Parent Common Restricted Stock shall vest on (with any factional shares rounded up to the date which is twelve (12next whole number) months after equal to the Closing Date, (c) twenty-five percent (25%) number of such shares of Parent Common Restricted Stock subject to this Grant times a fraction. The numerator of the fraction shall vest on be the date number, which is eighteen in no event shall be greater than 24, of all full and partial months (18with partial months being counted as full months) months after that passed beginning with the Closing Date, month that contains the Date of Grant and ending with the month in which the Employee’s termination occurred. The denominator of the fraction shall be 24. (d) twenty-five percent (25%) of such shares shall vest on Notwithstanding any provision to the date which is twenty-four months after the Closing Date; (2) any New Options issued to any Qualified Employee under such agreement shall vest not more quickly than fifty percent (50%) on the date which is twenty-four (24) months after the Closing Date and fifty percent (50%) on the date which is thirty-six (36) months after the Closing Date; (3) the QE Stock Compensation shall be subject to certain restrictions on transfer under applicable law and shall bear appropriate legends to such effect; and (4) contrary, upon the occurrence of any Forfeiture Eventa Change in Control, the Qualified Employee shall have become immediately vested in 100% of the right to receive only that portion of such shares of Parent Common Restricted Stock. For purposes of this Agreement, a “Change in Control,” with respect to the Company is defined in Section 2.6 of the Plan. (e) After review of this Agreement, the Employee will be required to accept the terms and conditions of the Restricted Stock award by signing the last page of this Agreement to acknowledge acceptance of the terms and conditions herein. If this Restricted Stock award is not accepted by June 16, 2009, then this award will be subject to forfeiture. (f) By accepting this Agreement and the Restricted Stock award, the Employee agrees that he will not, during his employment with Huntington and for a period of one year after such employment ceases, either voluntarily or involuntary for any reason: 1. Solicit, either directly or indirectly, any person employed by the Company for employment with, or to exercise only such New Options as provide services, to any other entity that does business in securities, commodities, financial futures, insurance, banking, financial planning, tax-advantaged investments or any other line of business in which the Company is engaged; or 2. Contact any customer of the Company for whom the Employee performed any services or had any direct business contact for the purpose of (i) identifying his or her rightnew association or his or her change of employment or current affiliation or (ii) soliciting, title has vested influencing or inducing any such customers to obtain any product or service offered by the Company from any person or entity other than the Company; or 3. Contact any customer or prospective customer of the Company whose identity or other customer specific information the Employee obtained or gained access to as an employee of Company for the purpose of soliciting, influencing or inducing any such customers or prospective customers to obtain any product or service provided by the Company from any person or entity other than the Company; or 4. Use proprietary information to solicit, influence or induce any customer or prospective customer of the Company to terminate or reduce any business relationship with the Company or to obtain any product or service provided by the Company from any person or entity other than the Company. Proprietary information includes customer or prospective customer information, including names, addresses, telephone numbers, email addresses or other identifying or contact information, account or transactional information, and shall forfeit other personal, business or financial information, and also includes information concerning the Company’s business plans and methods, market strategies, products and services, technology and computer systems, business techniques and processes, policies, procedures and training materials. Notwithstanding the foregoing provisions of this Section 2, if (i) Employee terminates employment under Company’s Transition Pay Plan and executes an Enhanced Transition Agreement and Release, or (ii) within one year following a Change in Control, Employee separates employment under Company’s Transition Pay Plan and executes an Enhanced Transition Agreement and Release, then Employee’s obligations will cease as of the date of his or her employment termination. (g) The Company will not have no any further right obligations to receive the Employee under this Grant if any unvested of the Employee’s shares of Parent Common Restricted Stock or to exercise are forfeited as provided herein, including the payment of any unvested New Options. For the purposes hereof, “dividends provided for in this Agreement.

Vesting and Forfeiture Provisions. Each Compensation Plan Agreement shall include customary provisions and shall provide, among other things, that: (a) The Employee’s Restricted Stock will vest in accordance with the following schedule: (1) 25% of the Qualified Shares of Restricted Stock will vest on October 20, 2009; (2) 25% of the Shares of Restricted Stock will vest on October 20, 2010; (3) 25% of the Shares of Restricted Stock will vest on April 20, 2011; and (4) 25% of the Shares of Restricted Stock will vest on October 20, 2011. (b) If the Employee’s rightemployment terminates for any reason other than those reasons specified in this Section 2 of this Agreement, title and interest in any the shares of Parent Common the Employee’s Restricted Stock which constitute QE Stock Compensation that have not vested shall vest not more quickly than be forfeited on and after the effective date of the termination. (ac) twenty-five fifty percent (25%) of such shares of Parent Common Stock shall vest on Notwithstanding any provision to the date which is six (6) contrary, if at least 6 months after the Closing DateDate of Grant, the Employee’s employment with the Company is terminated (bi) twenty-five percent involuntarily without Cause (as defined in the Plan) or (ii) due to death, the Employee shall become vested in a prorated number of such shares of Parent Common Restricted Stock shall vest on (with any factional shares rounded up to the date which is twelve (12next whole number) months after equal to the Closing Date, (c) twenty-five percent (25%) number of such shares of Parent Common Restricted Stock subject to this Grant times a fraction. The numerator of the fraction shall vest on be the date number, which is eighteen in no event shall be greater than 30, of all full and partial months (18with partial months being counted as full months) months after that passed beginning with the Closing Date, month that contains the Date of Grant and ending with the month in which the Employee’s termination occurred. The denominator of the fraction shall be 30. (d) twenty-five percent (25%) of such shares shall vest on Notwithstanding any provision to the date which is twenty-four months after the Closing Date; (2) any New Options issued to any Qualified Employee under such agreement shall vest not more quickly than fifty percent (50%) on the date which is twenty-four (24) months after the Closing Date and fifty percent (50%) on the date which is thirty-six (36) months after the Closing Date; (3) the QE Stock Compensation shall be subject to certain restrictions on transfer under applicable law and shall bear appropriate legends to such effect; and (4) contrary, upon the occurrence of any Forfeiture Eventa Change in Control, the Qualified Employee shall have become immediately vested in 100% of the right to receive only that portion of such shares of Parent Common Restricted Stock. For purposes of this Agreement, a “Change in Control,” with respect to the Company is defined in Section 2.6 of the Plan. (e) After review of this Agreement, the Employee will be required to accept the terms and conditions of the Restricted Stock award by signing the last page of this Agreement to acknowledge acceptance of the terms and conditions herein. If this Restricted Stock award is not accepted by June 16, 2009, then this award will be subject to forfeiture. (f) By accepting this Agreement and the Restricted Stock award, the Employee agrees that he will not, during his employment with Huntington and for a period of one year after such employment ceases, either voluntarily or involuntary for any reason: 1. Solicit, either directly or indirectly, any person employed by the Company for employment with, or to exercise only such New Options as provide services, to any other entity that does business in securities, commodities, financial futures, insurance, banking, financial planning, tax-advantaged investments or any other line of business in which the Company is engaged; or 2. Contact any customer of the Company for whom the Employee performed any services or had any direct business contact for the purpose of (i) identifying his or her rightnew association or his or her change of employment or current affiliation or (ii) soliciting, title has vested influencing or inducing any such customers to obtain any product or service offered by the Company from any person or entity other than the Company; or 3. Contact any customer or prospective customer of the Company whose identity or other customer specific information the Employee obtained or gained access to as an employee of Company for the purpose of soliciting, influencing or inducing any such customers or prospective customers to obtain any product or service provided by the Company from any person or entity other than the Company; or 4. Use proprietary information to solicit, influence or induce any customer or prospective customer of the Company to terminate or reduce any business relationship with the Company or to obtain any product or service provided by the Company from any person or entity other than the Company. Proprietary information includes customer or prospective customer information, including names, addresses, telephone numbers, email addresses or other identifying or contact information, account or transactional information, and shall forfeit other personal, business or financial information, and also includes information concerning the Company’s business plans and methods, market strategies, products and services, technology and computer systems, business techniques and processes, policies, procedures and training materials. Notwithstanding the foregoing provisions of this Section 2, if (i) Employee terminates employment under Company’s Transition Pay Plan and executes an Enhanced Transition Agreement and Release, or (ii) within one year following a Change in Control, Employee separates employment under Company’s Transition Pay Plan and executes an Enhanced Transition Agreement and Release, then Employee’s obligations will cease as of the date of his or her employment termination. (g) The Company will not have no any further right obligations to receive the Employee under this Grant if any unvested of the Employee’s shares of Parent Common Restricted Stock or to exercise are forfeited as provided herein, including the payment of any unvested New Options. For the purposes hereof, “dividends provided for in this Agreement.

Vesting and Forfeiture Provisions. Each Compensation Plan Agreement shall include customary provisions and shall provide, among other things, that: (1) the Qualified Employee’s right, title and interest in any shares of Parent Common Stock which constitute QE Stock Compensation shall vest not more quickly than (a) twenty-five fifty percent The Employee’s Restricted Stock will vest as to 100% of the shares on July 8, 2011 (25%b) If the Employee’s employment terminates for any reason other than those reasons specified in this Section 2 of such this Agreement, the shares of Parent Common the Employee’s Restricted Stock that have not vested shall vest be forfeited on and after the effective date which is six of the termination. (6c) Notwithstanding any provision to the contrary, if at least 6 months after the Closing DateDate of Grant, the Employee’s employment with the Company is terminated (bi) twenty-five percent involuntarily without Cause (as defined in the Plan) or (ii) due to death, the Employee shall become vested in a prorated number of such shares of Parent Common Restricted Stock shall vest on (with any factional shares rounded up to the date which is twelve (12next whole number) months after equal to the Closing Date, (c) twenty-five percent (25%) number of such shares of Parent Common Restricted Stock subject to this Grant times a fraction. The numerator of the fraction shall vest on be the date number, which is eighteen in no event shall be greater than 24, of all full and partial months (18with partial months being counted as full months) months after that passed beginning with the Closing Date, month that contains the Date of Grant and ending with the month in which the Employee’s termination occurred. The denominator of the fraction shall be 24. (d) twenty-five percent (25%) of such shares shall vest on Notwithstanding any provision to the date which is twenty-four months after the Closing Date; (2) any New Options issued to any Qualified Employee under such agreement shall vest not more quickly than fifty percent (50%) on the date which is twenty-four (24) months after the Closing Date and fifty percent (50%) on the date which is thirty-six (36) months after the Closing Date; (3) the QE Stock Compensation shall be subject to certain restrictions on transfer under applicable law and shall bear appropriate legends to such effect; and (4) contrary, upon the occurrence of any Forfeiture Eventa Change in Control, the Qualified Employee shall have become immediately vested in 100% of the right to receive only that portion of such shares of Parent Common Restricted Stock. For purposes of this Agreement, a “Change in Control,” with respect to the Company is defined in Section 2.6 of the Plan. (e) After review of this Agreement, the Employee will be required to accept the terms and conditions of the Restricted Stock award by signing the last page of this Agreement to acknowledge acceptance of the terms and conditions herein. If this Restricted Stock award is not accepted by August 14, 2009, then this award will be subject to forfeiture. (f) By accepting this Agreement and the Restricted Stock award, the Employee agrees that he will not, during his employment with Huntington and for a period of one year after such employment ceases, either voluntarily or involuntary for any reason: 1. Solicit, either directly or indirectly, any person employed by the Company for employment with, or to exercise only such New Options as provide services, to any other entity that does business in securities, commodities, financial futures, insurance, banking, financial planning, tax-advantaged investments or any other line of business in which the Company is engaged; or 2. Contact any customer of the Company for whom the Employee performed any services or had any direct business contact for the purpose of (i) identifying his or her rightnew association or his or her change of employment or current affiliation or (ii) soliciting, title has vested influencing or inducing any such customers to obtain any product or service offered by the Company from any person or entity other than the Company; or 3. Contact any customer or prospective customer of the Company whose identity or other customer specific information the Employee obtained or gained access to as an employee of Company for the purpose of soliciting, influencing or inducing any such customers or prospective customers to obtain any product or service provided by the Company from any person or entity other than the Company; or 4. Use proprietary information to solicit, influence or induce any customer or prospective customer of the Company to terminate or reduce any business relationship with the Company or to obtain any product or service provided by the Company from any person or entity other than the Company. Proprietary information includes customer or prospective customer information, including names, addresses, telephone numbers, email addresses or other identifying or contact information, account or transactional information, and shall forfeit other personal, business or financial information, and also includes information concerning the Company’s business plans and methods, market strategies, products and services, technology and computer systems, business techniques and processes, policies, procedures and training materials. Notwithstanding the foregoing provisions of this Section 2, if (i) Employee terminates employment under Company’s Transition Pay Plan and executes an Enhanced Transition Agreement and Release, or (ii) within one year following a Change in Control, Employee separates employment under Company’s Transition Pay Plan and executes an Enhanced Transition Agreement and Release, then Employee’s obligations will cease as of the date of his or her employment termination. (g) The Company will not have no any further right obligations to receive the Employee under this Grant if any unvested of the Employee’s shares of Parent Common Restricted Stock or to exercise are forfeited as provided herein, including the payment of any unvested New Options. For the purposes hereof, “dividends provided for in this Agreement.