{"id":39526,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-retention-of-outgoing-ceo-keycorp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-retention-of-outgoing-ceo-keycorp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-retention-of-outgoing-ceo-keycorp.html","title":{"rendered":"Employment Agreement – Retention of Outgoing CEO – KeyCorp"},"content":{"rendered":"

Beth E. Mooney<\/strong>
\nPresident and Chief Operating Officer<\/p>\n<\/p>\n

Tel: (216) 689-0301<\/p>\n

\n

March 24, 2011<\/p>\n<\/p>\n

Mr. Henry L. Meyer III
\nChairman and CEO
\nKeyCorp
\n127 Public Square
\nCleveland, OH 44114<\/p>\n<\/p>\n

Dear Henry:<\/p>\n<\/p>\n

First of all, I want to thank you for all your guidance and support as I
\ntransition into becoming Chair and CEO of KeyCorp (“Key”). I very much
\nappreciate the customer, industry and governmental introductions you have made
\nfor me and your counsel as I have become a Key Board member.<\/p>\n<\/p>\n

As I have discussed with you, my number one priority over my initial year as
\nCEO is “focused execution.” I intend to devote almost all my efforts on that
\nsingle priority. I believe that we have the right strategy and foundational
\nelements in place : we just need relentless and flawless execution.<\/p>\n<\/p>\n

Under your leadership, Key has had an outstanding leadership role in
\nCleveland, the State of Ohio and the other communities and States that we serve.
\nAlso, in your 39 years at Key, you have developed a deep network of customer,
\nindustry, and community contacts. We do not want those important Key assets to
\ndiminish and I would like you to work with me to assure an orderly transition
\nover the coming year as I devote my full attention to running the business.<\/p>\n<\/p>\n

Consequently, I would ask that you continue as a Key employee for an
\nadditional year from May 1, 2011 until April 30, 2012. You will not be an
\nexecutive officer, but, as we have discussed, I would expect you to continue to
\nrepresent Key as “Retired Chairman and CEO”. Your compensation for the period
\nfrom May 1, 2011 to April 30, 2012 will be at the rate of $20,000 per month
\npayable per Key153s normal payroll schedule.<\/p>\n<\/p>\n

Your responsibilities will include representing Key at community, civic and
\ngovernmental organizations. You and I have agreed on the list of organizations
\nwhere you will continue to be actively involved and represent Key for the coming
\nyear. Also, you will, at mutually convenient times, continue to assist in
\ntransitioning important customer and industry relationships. You will have
\nflexibility in your schedule.<\/p>\n<\/p>\n

\n

Page 2<\/p>\n

I expect that you and I will work together as you transition these
\nrelationships over the coming year. However, for administrative purposes, you
\nshould work with Tom Stevens and his office. In that regard, because you will
\nnot have an office in Key Tower, should you need an office in downtown Cleveland
\nas you perform your duties under this letter, please coordinate with Tom to
\narrange to use a visitor153s office.<\/p>\n

Reference is hereby made to the Amended Employment Agreement, dated as of
\nSeptember 1, 2009, between Key and you (said Agreement, as amended, being herein
\nthe “Employment Agreement”). Effective May 1, 2011, all of Key153s obligations
\nremaining to be performed or observed by it under the Employment Agreement shall
\nbe terminated except (i) to pay Base Salary (as defined in the Employment
\nAgreement) to you through April 30, 2011, and (ii) for the obligations of Key
\nunder Sections 11, 12, 14 and 15. No termination of Key153s obligations under the
\nEmployment Agreement shall affect your rights under any plan or benefit of Key,
\nall of which shall be governed by their respective terms except as otherwise
\nexpressly provided in this letter. While you are employed under this letter, Key
\nwill provide you the use of office space and secretarial facilities in the
\ngreater Cleveland area and reimburse you for business expenses you incur in
\nperforming your duties under this letter. Please coordinate with Tom Stevens and
\nhis office in this regard. With respect to Section 15 of the Employment
\nAgreement, the fifth anniversary of the “Termination Date” shall be deemed to be
\nApril 30, 2016. With respect to Section 14 of the Employment Agreement, the
\n“Termination Date” shall be the date you cease to be an employee of Key under
\nthis letter for any reason (whether voluntary or involuntary). For all purposes
\nof the Employment Agreement, upon your employment ceasing under this letter for
\nany reason (whether voluntary or involuntary), your employment shall not be
\ntreated as having been terminated for Cause or by a Non-approved
\nRetirement\/Resignation (with all defined terms being used as defined in the
\nEmployment Agreement). For purposes of Section 10 of the Employment Agreement,
\nSection 10.1 shall continue to apply until April 20, 2012 and thereafter Section
\n10.3 shall apply until April 30, 2015.<\/p>\n

Reference is hereby made to the stock option grant, dated June 12, 2009, made
\nby Key to you in the amount of 900,000 Common Shares (the “Option”).
\nNotwithstanding any contrary provision of the award instrument evidencing the
\nOption, the plan under which the Option was granted, or the Employment Agreement
\n(including Section 14 thereof as amended by this letter), the expiration date of
\nthe Option is hereby shortened to April 30, 2015 and, to the extent the Option
\nhas not been exercised in full before April 30, 2015, the unexercised portion of
\nthe Option shall terminate on April 30, 2015.<\/p>\n

As an employee of Key, you will participate in the 401(k) plan and continue
\nto be covered by all health and benefit plans to the same extent as any other
\nemployee of Key, provided, however, you will not be granted a new award of stock
\noptions or restricted stock for the 2011 Plan year. In the event that Key repays
\nits TARP obligations and the Board subsequently adopts any long-term equity
\ncompensation program, you also will not be eligible to participate in such
\nprogram. After December 31, 2011 but prior to the expiration of the term of your
\nemployment under this letter, you will be eligible to be considered by the
\nCompensation & Organization Committee of the Key Board of Directors for a
\ncash incentive compensation award, provided, however, that the award, if any,
\nshall be based on your performance and the performance of Key subsequent to the
\nrepayment of TARP.<\/p>\n

Henry, I am very excited about Key153s prospects as I assume the Chair\/CEO
\nposition. Thank you for the solid foundation that you have left for me to build
\nupon. I look forward to working with you through the continuing transition over
\nthe next year.<\/p>\n

\n

Page 3<\/p>\n

Please indicate your agreement to this letter by signing and returning the
\nenclosed copy.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Very truly yours,<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ Beth E. Mooney<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Beth E. Mooney<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

I agree to the foregoing letter.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ Henry L. Meyer III<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Henry L. Meyer III<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

March 24, 2011<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
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