Fourth Amendment to Huntington Bancshares Incorporated Amended and Restated 1994 Stock Option Plan

Summary

This amendment updates the Huntington Bancshares Incorporated 1994 Stock Option Plan by changing how employees can pay for shares when exercising stock options. It allows payment by check, by using company shares, by withholding shares from the exercised amount, by a combination of these methods, or, for certain options, through a broker-assisted cashless exercise. The amendment clarifies payment methods and aligns with applicable securities regulations.

EX-10.B 4 l02342aexv10wb.txt EXHIBIT 10(B) EXHIBIT 10 (b) FOURTH AMENDMENT TO THE HUNTINGTON BANCSHARES INCORPORATED AMENDED AND RESTATED 1994 STOCK OPTION PLAN Section 8(d) of the Huntington Bancshares Incorporated Amended and Restated 1994 Stock Option Plan is hereby by deleting said paragraph in its entirety and replacing it with the following: "Each written notice of exercise shall be accompanied by the payment either (i) by check payable to HBI in the amount of the purchase price of the shares then being purchased, (ii) shares of HBI having a fair market value equal to the purchase price of the shares then being purchased, or by written direction to HBI signed by the person entitled to exercise the option to withhold from the shares otherwise to be delivered on the exercise of the option that number of shares having a fair market value equal to the exercise price; (iii) a combination of (i) and (ii); or (iv) with respect to non-statutory options only, by delivering a properly executed exercise notice together with irrevocable instructions (which may be by the use of the telephone or other means of electronic communication) to a broker to deliver promptly to HBI the amount of sale or loan proceeds to pay the exercise price of the shares being exercised, as permitted under the Federal Reserve Board's Regulation T, subject to applicable securities laws restrictions"