exv10w42






Exhibit 10.42




SALARY RESTRICTED STOCK AWARD GRANT NOTICE



Employee Name:




	 	 	 
	Number of Shares of Restricted Stock Subject to Grant:

	 	[See Section 3]
	 
	 	 
	Date of Grant:

	 	[See Section 2]
	 
	 	 
	Closing Price on Date of Grant:

	 	[See Section 3]





THIS SALARY RESTRICTED STOCK AWARD GRANT NOTICE (this “Notice”) is made as of the date in the box
above labeled “Date of Grant” by Huntington Bancshares Incorporated, a Maryland corporation and its
subsidiaries (the “Company”), and is hereby communicated to the employee named in the box above
(the “Employee”).




     WHEREAS, the Company desires to grant the Employee an award of Restricted Stock to serve as
additional base compensation for the Employee’s employment with the Company.



     NOW, THEREFORE, in consideration of the premises, the Company grants the Employee an award of
Restricted Stock under the following terms and conditions:



1. Grant of Restricted Stock.




     The Company, as payment of a portion of the Employee’s annual base salary and by authority of
its Board of Directors (the “Board”), hereby grants to the Employee an award of the number of
shares of Restricted Stock to be issued in accordance with all of the terms and conditions set
forth in this Notice. The Restricted Stock will be issued and registered in the name of the
Employee, subject to the restrictions set forth in this Notice.


This award of Restricted Stock is subject to all the terms, conditions and limitations of the
Amended and Restated 2007 Stock and Long-Term Incentive Plan (the “Plan”) and any successor plan.
The Restricted Stock Awards are subject to such rules and regulations that the Compensation
Committee of the Company’s Board of Directors (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. In event of a conflict between this
Notice and one or more provisions of the Plan, the provisions in the Plan shall govern.



The amount of your annual base salary earned for 2010 and for any year thereafter that shall be
payable in Restricted Stock is $                     (“Salary Restricted Stock”) unless otherwise determined
from time to time by the Committee or the Board.




2. Date of Grant.




     For purposes of this Grant, each “Date of Grant” for this award of Restricted Stock shall be
the pay date for each semi-monthly pay period beginning with the pay period that begins on January
1, 2010, and continuing consistent with the Company’s payroll procedures until this Salary
Restricted Stock program is terminated by request of the Committee.



3. Number of Shares.




     The number of shares of Restricted Stock awarded on each Date of Grant shall be determined by
dividing the Employee’s Salary Restricted Stock described in Section 1 that is payable for the
applicable semi-monthly pay period, net of any applicable tax withholdings and deductions as
described in this Notice, by the closing stock price for a share of the Company’s common stock on
the



 









 




NASDAQ Global Select Market on such Date of Grant. If any fractional share results, the share
amount shall be rounded down to the nearest whole share.




4. Vesting and Forfeiture Provisions.




     The shares awarded on a Date of Grant will be immediately 100% vested as of the Date of Grant.
The shares will not be subject to any risk of forfeiture or any requirement of future service.



5. Withholding Taxes.




     The Company will satisfy applicable tax withholding obligations and make applicable deductions
with respect to the Salary Restricted Stock on the Date of Grant.



6. Conditions to Delivery of Shares.




     The shares of Restricted Stock subject to this Grant may be either previously authorized but
unissued shares or issued shares which have been reacquired by the Company. The Company shall not
be required to issue shares of stock hereunder prior to fulfillment of all of the following
conditions: (a) the admission of such shares to listing on all stock exchanges on which such class
of stock is then listed; (b) the completion of any registration or other qualification of such
shares under any State or Federal law or under the rulings or regulations of the Securities and
Exchange Commission or any other governmental regulatory body, which the Committee shall, in its
absolute discretion, deem necessary or advisable; (c) the obtaining of any approval or other
clearance from any State or Federal governmental agency, which the Committee shall, in its absolute
discretion, determine to be necessary or advisable; and (d) the lapse of such reasonable period of
time following the Date of Grant and during which the Committee reasonably believes that the
issuance of shares would violate any applicable laws, government regulations, requirements of any
securities exchange on which the Company’s Shares are traded, or any insider trading policy of the
Company.



7. Restriction on Transferability.




     The shares of Restricted Stock subject to this Grant may not be sold, transferred, pledged,
assigned, or otherwise disposed of until the later to occur of (1) or (2) below:



     (1) The date that is six months after the Date of Grant.



     (2) The earliest to occur of the following events: (A) 6 months after the repayment of any
loan issued to the Company under the Troubled Asset Relief Program (“TARP”), (B) January 1, 2012,
or (C) a Change in Control of the Company.


Notwithstanding the foregoing, if the Employee dies before the Company has distributed any portion
of the shares of Restricted Stock, the Company will immediately release such shares and transfer
any such shares in accordance with the Employee’s written beneficiary designation or to the
Employee’s estate if no written beneficiary designation is provided. If the Employee did not have
a will, any shares payable will be distributed in accordance with the laws of descent and
distribution.



Any attempted transfer in violation of the provisions of this paragraph shall be void, and the
purported transferee shall obtain no rights with respect to such Restricted Stock.




8. Issuance of Shares of Restricted Stock Granted.




     The Company shall hold the shares of Restricted Stock granted to the Employee electronically
with its transfer agent in the name of the Employee and for the benefit of the Employee until the
shares represented thereby are to be delivered.



9. Rights as Stockholder.




     Subject to the limitations provided in this Notice, the Employee shall have all the rights of
a stockholder of the Company, including voting rights and the right to receive dividends, with
respect to shares of Restricted Stock that have not yet been delivered.



10. Not an Employment Agreement.




     Nothing in this Notice shall be construed as giving the Employee any right to continued
employment by the Company or affect the right of the Company to terminate or alter the terms of the
Employee’s employment (including the rate of compensation payable to the Employee).



 









 





11. Effect on Other Plans and Benefits.




     Except as required by applicable law, the award of Restricted Stock under this Notice and any
dividends paid on such Restricted Stock will not be taken into account as any compensation in
determining the amount of any benefit or payment under any pension, retirement, profit-sharing,
nonqualified deferred compensation, incentive plans, change in control, or other benefit plan of
the Company. Salary Restricted Stock is intended to have a neutral impact on all benefit and
compensation programs under which the Employee participates.



12. Capital Adjustment Provisions.




     In the event of a stock split, stock dividend, reclassification, reorganization,
redesignation, or other change in the Company’s capitalization or corporate structure, the number
and class of shares of Restricted Stock shall be proportionately adjusted or substituted to reflect
such change, and such shares shall be subject to the same restrictions as the shares of Restricted
Stock covered by this Notice.



13. Authority of the Compensation Committee.




     The Committee shall have the power to construe and interpret the provisions of this Notice and
may correct any defect, supply any omission or reconcile any inconsistency in the Notice in the
manner and to the extent it shall deem desirable to carry the Notice into effect. Further, the
Committee shall make all other determinations which may be necessary or advisable for the
administration of the Notice. All determinations and decisions made by the Committee shall be
final, conclusive, and binding on all persons, including the Company, the Employee, and the
Employee’s estate and beneficiaries.


The Committee may, in its sole discretion and without the executive’s consent, terminate modify or
suspend this compensation structure at any time.




14. Addresses for Notices.




     Any notice to be given to the Company under the terms of this Notice shall be addressed to the
Company, in care of the Compensation Director, at Huntington Bancshares Incorporated, Huntington
Center, HC0318, 41 S. High Street, Columbus, Ohio 43287, or at such other address as the Company
may hereafter designate in writing. Any Notice to be given to the Employee shall be addressed to
the Employee at the address maintained on the books and records of the Company.



15. Captions.




     Captions provided herein are for convenience only and are not to serve as a basis for
interpretation or construction of this Notice.



16. Notice Severable.




     In the event that any provision in this Notice shall be held invalid or unenforceable, such
provision shall be severable from, and such invalidity or unenforceability shall not be construed
to have any effect on, the remaining provisions of this Notice.



17. Expenses.




     Costs of administration of the terms and conditions of this Notice will be paid by the
Company.



18. Governing Law / Compliance with Applicable Law / TARP.




     The terms and conditions of this Notice shall be governed by the laws of the State of Ohio,
except to the extent preempted by federal law. The Company and the Employee acknowledge that this
Notice will be administered in accordance with the requirements that may apply under any applicable
federal law, including the Emergency Economic Stabilization Act of 2008 as amended from time to
time, including as amended by the American Recovery and Reinvestment Act of 2009, and all
regulations and guidance promulgated thereunder (“EESA”). Restricted Stock granted under this
Notice also is subject to applicable regulations under the Interim Final Rule for TARP Standards
for Compliance and Corporate Governance issued by the United States Department of Treasury on June
15, 2009.



 









 





19. Entire Notice; Amendment.




     This Notice contains the terms and conditions with respect to the subject matter hereof and
supersede any previous agreements, written or oral, relating to the subject matter hereof. The
Company may not amend, alter, suspend, discontinue or terminate any provision of this Notice in a
manner that may adversely affect the Employee without the Employee’s (or his legal
representative’s) written consent.


Notwithstanding the foregoing, in the event that all or any portion of this Notice is found to be
in conflict with the requirements of EESA or TARP, then in such event this Notice shall be
automatically modified to reflect the requirements of the law, regulation and/or guidance, and this
Notice shall be interpreted and administered accordingly. The Employee agrees to repay immediately
any amounts of Salary Restricted Stock that are later determined to be found in conflict with EESA
or TARP.



Please retain this Notice, as it is the official statement of the key terms of your award. If you
have any questions regarding the administration of this Notice, please contact Joan Snyder at (614)
480-4885 or Holly Bush at (614) 480-3011.




	 	 	 
	/s/ Stephen D. Steinour

	 	January 8, 2010
	 

	 	 
	Chairman, President and Chief Executive Officer

	 	Date