{"id":39895,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/executive-officer-grants-and-acceptance-agreement-keycorp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-officer-grants-and-acceptance-agreement-keycorp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-officer-grants-and-acceptance-agreement-keycorp.html","title":{"rendered":"Executive Officer Grants and Acceptance Agreement – KeyCorp"},"content":{"rendered":"

KEYCORP<\/strong><\/p>\n

\n

EXECUTIVE OFFICER GRANTS<\/u><\/strong><\/p>\n

\n

(Award of Cash Performance Shares and Above-Target
\nPerformance Shares)<\/strong><\/p>\n

\n

\u00abName \u00bb<\/p>\n<\/p>\n

By action of the Compensation and Organization Committee (the “Committee”) of
\nthe Board of Directors of KeyCorp, taken pursuant to the KeyCorp 2010 Equity
\nCompensation Plan (the “Plan”), and subject to the terms and conditions of the
\nPlan, you have been awarded KeyCorp Performance Shares payable in cash, subject
\nto vesting upon the achievement of specified performance criteria (the “Cash
\nPerformance Shares”) and KeyCorp Performance Shares payable in cash subject to
\nvesting upon the achievement of specified additional performance criteria (the
\n“Above-Target Performance Shares”) (the “Cash Performance Shares” and
\n“Above-Target Performance Shares” are sometimes referred to collectively as the
\n“Performance Shares”).<\/p>\n<\/p>\n

Please note that the Performance Shares granted to you under this Award
\nAgreement remain subject to the terms and conditions of the KeyCorp 2010 Equity
\nCompensation Plan, the terms of this Award Agreement and the terms and
\nconditions of the attached Acceptance Agreement (“Acceptance Agreement”). All
\ncapitalized terms used in both this Award Agreement and the Acceptance Agreement
\nwill have the same meaning as provided under the 2010 Equity Compensation Plan.\n<\/p>\n<\/p>\n

1. Date of Grant<\/u><\/strong>. The effective date of grant for the
\naward of the Performance Shares shall be May 19, 2011 (the “date of grant”).\n<\/p>\n<\/p>\n

2. Vesting of Cash Performance Shares and Above-Target Performance
\nShares<\/u><\/strong>.<\/p>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

In General. <\/strong>Your right to receive the Cash Performance
\nShares and Above-Target Performance Shares shall be determined on the basis of
\nKeyCorp153s Shareholder Return Versus Peers Earnings per Share, and Average Return
\non Assets (as such terms are defined in Appendix C<\/u>) during the period of
\nJanuary 1, 2011 through December 31, 2013 (the “Performance Period”). You are
\nable to earn up to 100% of the Cash Performance Shares if the applicable
\ntargeted level of performance is met or exceeded and up to 100% of the
\nAbove-Target Performance Shares if the applicable maximum level of performance
\nis met or exceeded.<\/p>\n<\/td>\n<\/tr>\n

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

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Vesting of Performance Shares. <\/strong>The Cash Performance Shares
\nand Above-Target Performance Shares granted hereunder shall be vested on May 19,
\n2014, but only if (A) you have been in the continuous employ of KeyCorp or a
\nSubsidiary through such date and (B) the Committee shall determine that the Cash
\nPerformance Shares and Above-Target Performance Shares have been earned as set
\nforth on Appendix C<\/u>.<\/p>\n<\/td>\n<\/tr>\n

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

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Determination by the Committee. <\/strong>The amount of the Cash
\nPerformance Shares and Above-Target Performance Shares that will vest and the
\nlevel of attainment of the applicable performance goals set forth on
\nAppendix C<\/u> shall be determined by the Committee as soon as practicable
\nafter the receipt of the audited financial statements for KeyCorp relating to
\nthe last year of the Performance Period, but in no event later than May 19,
\n2014.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3. Transfers Void<\/u><\/strong>. Any purported transfer or
\nencumbrance of the Cash Performance Shares or Above-Target Performance Shares
\nprior to the time that they have vested as set forth in paragraph 2 shall be
\nvoid.<\/p>\n<\/p>\n

4. Payment of Performance Shares<\/u><\/strong>. Payment of any
\nearned Performance Shares shall be made in the form of cash. Payment shall occur
\nas soon as practicable following the vesting of such shares but in no event
\nlater than two and one-half months after vesting. Each Cash Performance Share
\nand Above-Target Performance Share shall have a value equal to the Fair Market
\nValue of one Common Share on the date of vesting of the Cash Performance Share
\nand \/or Above-Target Performance Share.<\/p>\n<\/p>\n

\n

size=2 width=”100%” noshade style=’color:#A0A0A0′ align=center><\/p>\n\n\n\n\n\n\n\n
\n

5.<\/p>\n<\/td>\n

<\/td>\n\n

Death, Disability, Termination Under Limited Circumstances, or
\nRetirement<\/u><\/strong>.<\/p>\n<\/td>\n<\/tr>\n

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

If you die or become Disabled or you are Terminated Under Limited
\nCircumstances or if you Retire before fully vesting in your Performance Shares
\nthen a pro rata number of the Performance Shares actually earned as provided on
\nAppendix C<\/u> shall be retained by you or your estate and shall entitle you
\nto the payment described in paragraph 2 following the determination of the
\nattainment of the performance goals upon conclusion of the Performance Period,
\nbut the remainder shall immediately be forfeited following the determination of
\nthe attainment of the performance goals upon conclusion of the Performance
\nPeriod.<\/p>\n<\/td>\n<\/tr>\n

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

The pro rata vesting as provided for under this Section 5, shall be
\ndetermined by multiplying the number of not vested Performance Shares granted
\nunder this Award by a fraction, the numerator of which shall be the number of
\nfull months measured from this Award grant date up through the date of your
\ndeath, Disability, the date of your Termination Under Limited Circumstances or
\nyour Retirement and the denominator of which shall be 36.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(a) For purposes of this Section 5, the term “Retirement” shall mean your
\ntermination of employment with Key on or following your attainment of age 55 and
\nyour completion of at least 5 full years of service with Key (based on whole
\nmonths), but it will not include your Termination for Cause (regardless of your
\nage or service at the time of termination), and the term “Disability” shall mean
\nyour becoming eligible for disability benefits under the KeyCorp Long Term
\nDisability Plan and your termination from Key.<\/p>\n

(b) For purposes of this Section 5, the term “Termination Under Limited
\nCircumstances” shall mean your termination from Key under circumstances in which
\nyou become entitled to receive (i) a severance benefit under the KeyCorp
\nSeparation Pay Plan as in effect at the time of your termination, or (ii) under
\ncircumstances in which you are entitled to receive salary continuation benefits
\nunder the terms and conditions of an employment separation or letter agreement
\nwith Key, including, without limitation, a Change of Control Agreement, or (iii)
\nas otherwise expressly approved by an officer of KeyCorp.<\/p>\n\n\n\n\n\n\n\n\n\n
\n

6.<\/p>\n<\/td>\n

<\/td>\n\n

Forfeiture<\/u><\/strong>. <\/strong>The Performance Shares
\nshall be immediately forfeited if your employment with KeyCorp or a Subsidiary
\nterminates prior to vesting as set forth in paragraph 2 unless your employment
\nterminates because of death, Disability, Retirement, or Termination Under
\nLimited Circumstances (in which case the specific provisions of paragraph 5
\nshall apply).<\/p>\n<\/td>\n<\/tr>\n

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

7.<\/p>\n<\/td>\n

<\/td>\n\n

Harmful Activity<\/u><\/strong>. Notwithstanding any other
\nprovisions of this Agreement, if you engage in any “harmful activity” (as
\ndefined in Section 18 of the Plan) prior to or within six months after your
\ntermination of employment with KeyCorp or a Subsidiary, then any and all
\nPerformance Shares which have vested on or after one year prior to termination
\nof employment shall be immediately forfeited to KeyCorp and any cash paid upon
\nthe vesting of the Performance Shares shall inure to and be payable to KeyCorp
\nupon demand.<\/p>\n<\/td>\n<\/tr>\n

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

8.<\/p>\n<\/td>\n

<\/td>\n\n

Acceleration<\/u><\/strong>. <\/strong>In the event of a
\nChange of Control, the performance goals relating to the Cash Performance Shares
\n(but not the Above-Target Performance Shares) shall be deemed to be satisfied at
\n100% of target and such Cash Performance Shares shall vest on the earlier of:
\n(a) May 19, 2014; or (b) the date not more than two years on or after a Change
\nof Control upon which your employment terminates under circumstances entitling
\nyou to receive severance benefits or salary continuation benefits under
\nKeyCorp153s Separation Pay Plan or under any employment or change of control or
\nsimilar arrangement or agreement, but only if you have been in the continuous
\nemploy of KeyCorp or a Subsidiary through such date.<\/p>\n<\/td>\n<\/tr>\n

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

9.<\/p>\n<\/td>\n

<\/td>\n\n

Rights to Dividend Equivalents<\/u><\/strong>. Divided equivalents
\npaid on such Cash Performance Shares shall be<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

size=2 width=”100%” noshade style=’color:#A0A0A0′ align=center><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n\n

reinvested and shall be subject to the same terms and restrictions as the
\nrestrictions otherwise applicable to such Cash Performance Shares (including but
\nnot limited to vesting requirements) granted under this Award.<\/p>\n<\/td>\n<\/tr>\n

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

10.<\/p>\n<\/td>\n

<\/td>\n\n

Compliance with Section 409A of the Internal Revenue
\nCode<\/u><\/strong>. To the extent applicable, it is intended that this award and
\nthe Plan comply with the provisions of Section 409A of the Internal Revenue
\nCode. This award and the Plan shall be administrated in a manner consistent with
\nthis intent, and any provision that would cause the award or the Plan to fail to
\nsatisfy Section 409A shall have no force and effect until amended to comply with
\nSection 409A (which amendment may be retroactive to the extent permitted by
\nSection 409A and may be made by KeyCorp without your consent). In particular, to
\nthe extent your right to receive payment of Cash Performance Shares becomes
\nnonforfeitable under the terms of paragraph 2 above and the event triggering
\nyour right to payment is your termination of employment, then notwithstanding
\nanything to the contrary in paragraph 2 above, payment will be made to you, to
\nthe extent necessary to comply with Section 409A, on the earlier of (a) your
\n“separation from service” with KeyCorp (determined in accordance with section
\n409A); provided, however, that in case you are a “specified employee” (within
\nthe meaning of Section 409A), your date of payment shall not occur until the
\nfirst day of the seventh month following the date of your separation from
\nservice with KeyCorp or (b) your death.<\/p>\n<\/td>\n<\/tr>\n

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

11.<\/p>\n<\/td>\n

<\/td>\n\n

KeyCorp153s Reservation of Rights<\/u><\/strong>. As a condition of
\nreceiving this award, you acknowledge and agree that Key intends to comply with
\nrequirements of the (i) the Dodd-Frank Wall Street Reform and Consumer
\nProtection Act (including clawback provisions)<\/em>, as the same may be amended
\nfrom time to time, (ii) the banking regulatory agencies153 Guidance on Sound
\nIncentive Compensation Policies<\/em>, (iii) KeyCorp153s Enterprise Risk
\nManagements risk requirements and policies, and (iv) its continuing obligation
\nto maintain the safety and soundness of the organization. As a condition of your
\nreceiving this award, you understand and agree that Key may, in its sole
\ndiscretion, (i) decrease or forfeit all or any part of this award granted to
\nyou, (ii) initiate a clawback of all or any part of this award granted to you,
\nand\/or (iii) demand your transfer of such Performance Shares back to Key if Key
\ndetermines that such action is necessary or desirable.<\/p>\n<\/td>\n<\/tr>\n

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

12.<\/p>\n<\/td>\n

<\/td>\n\n

Tax Withholding<\/u><\/strong>. You shall be permitted to satisfy,
\nin whole or in part, any withholding tax obligation that may arise in connection
\nwith the vesting of any award of stock or shares hereunder by delivering to
\nKeyCorp in Cash Performance Shares or Above-Target Performance Shares an amount
\nequal to such withholding tax obligation.<\/p>\n<\/td>\n<\/tr>\n

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

13.<\/p>\n<\/td>\n

<\/td>\n\n

Condition.<\/u><\/strong> The award of Performance Shares granted
\nhereby is conditioned upon your execution and delivery to KeyCorp of the
\nAcceptance Agreement set forth hereinafter.<\/p>\n<\/td>\n<\/tr>\n

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

14.<\/p>\n<\/td>\n

<\/td>\n\n

Amendment and Modification<\/u><\/strong>. The terms and conditions
\nof this award may not be modified, amended or waived except by an instrument in
\nwriting signed by a duly authorized executive officer of KeyCorp.<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

Johnni Beckel<\/p>\n<\/td>\n

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

Chief Human Resources Officer<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n

size=2 width=”100%” noshade style=’color:#A0A0A0′ align=center><\/p>\n

ACCEPTANCE AGREEMENT<\/u><\/strong><\/p>\n

I acknowledge receipt of the above award of Cash Performance Shares and
\nAbove-Target Performance Shares and in consideration thereof I accept such
\nawards subject to the terms and conditions of the Plan (including, without
\nlimitation, the harmful activity provisions thereof) and the restrictions upon
\nme as set forth hereinafter in this Agreement.<\/p>\n

My agreement to the following restrictions is (i) in addition to (and not in
\nlimitation of) any other agreements, plans, policies, or practices that are
\napplicable to me as a KeyCorp or Subsidiary (collectively “Key”) employee, and
\n(ii) independent of any Plan provisions.<\/p>\n\n\n\n\n\n\n\n\n
\n

1.<\/p>\n<\/td>\n

<\/td>\n\n

I recognize the importance of preserving the confidentiality of Non-Public
\nInformation of Key. Therefore, I acknowledge and agree that: (a) during my
\nemployment with Key, I will acquire, reproduce, and use such Non-Public
\nInformation only to the extent reasonably necessary for the proper performance
\nof my duties; (b) during and after my employment with Key, I will not use,
\npublish, sell, trade or otherwise disclose such Non-Public Information; and (c)
\nupon termination of my employment with Key, I will immediately return to Key all
\ndocuments, data, and things in my possession or to which I have access that
\ninvolve such Non-Public Information. I agree to sign nondisclosure agreements in
\nfavor of Key and others doing business with Key with whom Key has a confidential
\nrelationship.<\/p>\n<\/td>\n<\/tr>\n

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

2.<\/p>\n<\/td>\n

<\/td>\n\n

I acknowledge and agree that the duties of my position at Key may include the
\ndevelopment of Intellectual Property. Accordingly, any Intellectual Property
\nwhich I create with any of Key153s resources or assistance, in whole or in part,
\nduring my employment with Key, and which pertains to the business of Key, is the
\nproperty of Key; and I hereby agree to and do assign to Key all right, title,
\nand interest in and to such Intellectual Property, including, without
\nlimitation, copyrights, trademarks, service marks, and patents in or to (or
\nassociated with) such Intellectual Property and agree to sign patent
\napplications and assignments thereof, without additional compensation.<\/p>\n<\/td>\n<\/tr>\n

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

3.<\/p>\n<\/td>\n

<\/td>\n\n

Except in the proper performance of my duties for Key, I acknowledge and
\nagree that from the date hereof through a period of one (1) year after the
\ntermination of my employment with Key for any reason, I will not, directly or
\nindirectly, for myself or on behalf of any other person or entity, hire or
\nsolicit or entice for employment any Key employee without the written consent of
\nKey, which consent it may grant or withhold in its discretion.<\/p>\n<\/td>\n<\/tr>\n

\n

4.<\/p>\n<\/td>\n

\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Except in the proper performance of my duties for Key, I acknowledge and
\nagree that from the date hereof through a period of one (1) year after the
\ntermination of my employment with Key for any reason, I will not, directly or
\nindirectly, for myself or on behalf of any other person or entity, call upon,
\nsolicit, or do business with (other than for a business which does not compete
\nwith any business or business activity conducted by Key) any Key customer or
\npotential customer I interacted with, became acquainted with, or learned of
\nthrough access to information while I performed services for Key during my
\nemployment with Key, without the written consent of Key, which consent it may
\ngrant or withhold in its discretion.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

In the event that my employment is terminated with Key as a result of
\nTermination Under Limited Circumstances as defined below, the restrictions in
\nparagraph 4(a) of this Agreement shall become inapplicable to me; however, the
\nrestrictions in paragraphs 1, 2, and 3 of this Agreement shall remain in full
\nforce and effect nevertheless. I understand that a “Termination Under Limited
\nCircumstances” shall mean the termination of my employment with Key (i) under
\ncircumstances in which I am entitled to receive severance benefits or salary
\ncontinuation benefits under the terms and conditions of the KeyCorp Separation
\nPlan in effect at the time of such termination, or (ii) under circumstances in
\nwhich I am entitled to receive severance benefits, salary continuation benefits,
\nor similar benefits under the terms and conditions of an agreement with Key,
\nincluding, without limitation, a change of control agreement or employment or
\nletter agreement, or (iii) as otherwise expressly approved by an officer of
\nKeyCorp in its sole discretion.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

size=2 width=”100%” noshade style=’color:#A0A0A0′ align=center><\/p>\n\n\n\n
<\/td>\n\n

5.<\/p>\n<\/td>\n

<\/td>\n\n

In the event a court of competent jurisdiction determines that any of the
\nrestrictions contained in the above numbered paragraphs of this Agreement are
\nexcessive because of duration or scope or are otherwise unenforceable, the
\nprovisions hereof shall not be void but, with respect to such limitations held
\nto be excessive, they shall be modified to incorporate the maximum limitations
\nsuch court will permit, not exceeding the limitations contained in the
\nacceptance of grant. In the event I engage in any activity in violation hereof,
\nI acknowledge that such activity may cause serious damage and irreparable injury
\nto Key, which will permit Key to terminate my employment (if applicable) and
\nseek monetary damages and its attorney fees and Key shall also be entitled to
\ninjunctive, equitable, and other relief. I acknowledge and agree that the
\nvalidity, interpretation, and performance of this Agreement shall be construed
\nunder the internal substantive laws of Ohio.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

BY SIGNING THIS ACCEPTANCE AGREEMENT, I ACKNOWLEDGE THAT I HAVE HAD
\nAMPLE OPPORTUNITY TO READ THIS AGREEMENT AND THE PLAN, MAKE A DILIGENT INQUIRY,
\nASK QUESTIONS, AND CONSULT WITH MY ATTORNEY IF I CHOSE TO DO SO.<\/strong><\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\u00abName \u00bb- Sign Your Name<\/p>\n<\/td>\n

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

Date<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7979],"corporate_contracts_industries":[9415],"corporate_contracts_types":[9539,9548],"class_list":["post-39895","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-keycorp","corporate_contracts_industries-financial__banks","corporate_contracts_types-compensation","corporate_contracts_types-compensation__msp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39895","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39895"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39895"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39895"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39895"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}