Common use of Certain Terminations Clause in Contracts

Certain Terminations. Notwithstanding Section 1(a), if, prior to the Vesting Date: (i) the Participant’s continuous employment is terminated as a result of the Participant’s death or Disability, the Participant will immediately vest in the target number of Performance Shares; or (ii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (A) for any unvested Performance Shares that were granted one year or more prior to the Participant’s effective termination date, fully vest in such Performance Shares, and (B) for any unvested Performance Shares that were granted less than one year prior to Participant’s effective termination date, vest in a pro rata portion of such Performance Shares; however, Key may, in its sole discretion, provide that any unvested Performance Shares that would otherwise be subject to Section 1(b)(ii)(B) (i.e., vest in a pro rata portion as a result of Retirement because such Performance Shares were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(ii)(A) (i.e., fully vest); or (iii) the Participant’s continuous employment is terminated as a result of the Participant’s Voluntary Resignation on or after attaining age 55 and completion of at least 5 years of service (excluding a Retirement), the Participant will vest in a pro rata portion of any unvested Performance Shares; or (iv) the Participant’s continuous employment is terminated as a result of a Termination Under Limited Circumstances, the Participant will vest in any unvested Performance Shares on the scheduled Vesting Date(s); provided, however, that should KeyCorp determine, in its sole discretion, that full vesting of any unvested Performance Shares would result in the unjust enrichment of the Participant, or would be contrary to any Key policy, or otherwise could be detrimental to the interests of Key or its shareholders, KeyCorp may choose to vest only a pro-rata portion of the unvested Performance Shares instead. Subject to Section 14 hereof, Performance Shares vested under the provisions of Section 1(b)(i) or (iii) and any Performance Shares subject to pro rata vesting under the provisions of Section 1(b)(ii) or (iv) shall be paid in cash within 45 days after the termination of the Participant’s employment, and Performance Shares subject to continued vesting under the provisions of Section 1(b)(ii) or (iv) shall be paid in cash within 45 days after the scheduled Vesting Date(s). The pro rata vesting provided for under this Award Agreement shall be determined by multiplying the number of unvested Performance Shares as of the date of the Participant’s termination by a fraction, the numerator of which shall be the number of full months of Participant’s continuous employment from the Date of Grant through the date of termination and the denominator of which shall be 36, and adjusting this number at the end of the Performance Period based on the level of achievement of the Performance Goals (and the satisfaction of the other terms and conditions of this Award Agreement, the Plan and the Acceptance Agreement).

Certain Terminations. Notwithstanding Section 1(a), if, (i) If you cease to be employed by Teradata prior to the Vesting Date: Date due to death or Disability, then you (or your estate) shall be eligible to vest in a pro-rated number of Share Units, calculated by multiplying (i) the Participant’s continuous actual number of Share Units that would have been earned in accordance with Section 1 of this Agreement had you continued in employment is terminated as a result through the Vesting Date, determined by the Committee based on the actual performance of the Participant’s death or DisabilityCompany during the Performance Period, the Participant will immediately vest in the target number of Performance Shares; or by (ii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (A) for any unvested Performance Shares that were granted one year or more prior to the Participant’s effective termination date, fully vest in such Performance Shares, and (B) for any unvested Performance Shares that were granted less than one year prior to Participant’s effective termination date, vest in a pro rata portion of such Performance Shares; however, Key may, in its sole discretion, provide that any unvested Performance Shares that would otherwise be subject to Section 1(b)(ii)(B) (i.e., vest in a pro rata portion as a result of Retirement because such Performance Shares were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(ii)(A) (i.e., fully vest); or (iii) the Participant’s continuous employment is terminated as a result of the Participant’s Voluntary Resignation on or after attaining age 55 and completion of at least 5 years of service (excluding a Retirement), the Participant will vest in a pro rata portion of any unvested Performance Shares; or (iv) the Participant’s continuous employment is terminated as a result of a Termination Under Limited Circumstances, the Participant will vest in any unvested Performance Shares on the scheduled Vesting Date(s); provided, however, that should KeyCorp determine, in its sole discretion, that full vesting of any unvested Performance Shares would result in the unjust enrichment of the Participant, or would be contrary to any Key policy, or otherwise could be detrimental to the interests of Key or its shareholders, KeyCorp may choose to vest only a pro-rata portion of the unvested Performance Shares instead. Subject to Section 14 hereof, Performance Shares vested under the provisions of Section 1(b)(i) or (iii) and any Performance Shares subject to pro rata vesting under the provisions of Section 1(b)(ii) or (iv) shall be paid in cash within 45 days after the termination of the Participant’s employment, and Performance Shares subject to continued vesting under the provisions of Section 1(b)(ii) or (iv) shall be paid in cash within 45 days after the scheduled Vesting Date(s). The pro rata vesting provided for under this Award Agreement shall be determined by multiplying the number of unvested Performance Shares as of the date of the Participant’s termination by a fraction, the numerator of which shall be is the number of full and partial months of Participant’s continuous employment from you completed commencing with the Date first day of Grant through the date of termination Performance Period, and the denominator of which is 36 months (subject to such rounding conventions as may be implemented from time-to-time by Teradata’s third party Plan administrator). For purposes of determining any pro rata vesting of your Share Units, your period of employment with Teradata shall not include any leave of absence, other than an approved leave of absence from which Teradata reasonably expects that you will return to perform services for Teradata. (ii) If you cease to be 36employed by Teradata prior to the Vesting Date due to your Retirement, and adjusting this number at then the end Committee or its delegate may in its sole discretion choose to provide that all or any pro rata portion of the Performance Period Share Units that would have been earned in accordance with Section 1 of this Agreement had you continued in employment through the Vesting Date, determined by the Committee based on the level of achievement actual performance of the Company during such Performance Goals (Period, will become vested upon the terms, and subject to the satisfaction conditions, established by the Committee, including an acceleration of the other terms and conditions vesting for Share Units for up to one additional year following Retirement. For purposes of this Award Agreement, the Plan and the Acceptance Agreement)“Retirement” means termination by you of your employment with Teradata (for any reason other than termination by Teradata for Cause) at or after age 55.

Certain Terminations. Notwithstanding Section 1(a), if, (i) If you cease to be employed by Teradata prior to the Vesting Date: Date due to death or Disability, then the Company shall credit to your Account a pro-rated number of Share Units, which shall be fully vested, and which shall be calculated by multiplying (i) the Participant’s continuous actual number of Share Units that would have been credited to your Account in accordance with Section 1 of this Agreement had you continued in employment is terminated as a result through the Vesting Date, determined by the Committee based on the actual performance of the Participant’s death or DisabilityCompany during the Performance Period, the Participant will immediately vest in the target number of Performance Shares; or by (ii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (A) for any unvested Performance Shares that were granted one year or more prior to the Participant’s effective termination date, fully vest in such Performance Shares, and (B) for any unvested Performance Shares that were granted less than one year prior to Participant’s effective termination date, vest in a pro rata portion of such Performance Shares; however, Key may, in its sole discretion, provide that any unvested Performance Shares that would otherwise be subject to Section 1(b)(ii)(B) (i.e., vest in a pro rata portion as a result of Retirement because such Performance Shares were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(ii)(A) (i.e., fully vest); or (iii) the Participant’s continuous employment is terminated as a result of the Participant’s Voluntary Resignation on or after attaining age 55 and completion of at least 5 years of service (excluding a Retirement), the Participant will vest in a pro rata portion of any unvested Performance Shares; or (iv) the Participant’s continuous employment is terminated as a result of a Termination Under Limited Circumstances, the Participant will vest in any unvested Performance Shares on the scheduled Vesting Date(s); provided, however, that should KeyCorp determine, in its sole discretion, that full vesting of any unvested Performance Shares would result in the unjust enrichment of the Participant, or would be contrary to any Key policy, or otherwise could be detrimental to the interests of Key or its shareholders, KeyCorp may choose to vest only a pro-rata portion of the unvested Performance Shares instead. Subject to Section 14 hereof, Performance Shares vested under the provisions of Section 1(b)(i) or (iii) and any Performance Shares subject to pro rata vesting under the provisions of Section 1(b)(ii) or (iv) shall be paid in cash within 45 days after the termination of the Participant’s employment, and Performance Shares subject to continued vesting under the provisions of Section 1(b)(ii) or (iv) shall be paid in cash within 45 days after the scheduled Vesting Date(s). The pro rata vesting provided for under this Award Agreement shall be determined by multiplying the number of unvested Performance Shares as of the date of the Participant’s termination by a fraction, the numerator of which shall be is the number of full and partial months of Participant’s continuous employment from the Date of Grant through the date of termination you completed commencing with January 1, 2019, and the denominator of which is 36 months (subject to such rounding conventions as may be implemented from time-to-time by Teradata’s third party Plan administrator). For purposes of determining any pro rata vesting of your Share Units, your period of employment with Teradata shall not include any leave of absence, other than an approved leave of absence from which Teradata reasonably expects that you will return to perform services for Teradata. Except as otherwise provided in Section 3 of this Agreement, the Company shall deliver to you the Shares underlying the pro-rated number of Share Units within seventy (70) days after the Vesting Date. (ii) If you cease to be 36employed by Teradata prior to the Vesting Date due to your Retirement, and adjusting this number at then the end Committee or its delegate may in its sole discretion choose to provide that all or any pro rata portion of the Share Units that would have been credited to your Account in accordance with Section 1 of this Agreement had you continued in employment throughout the Performance Period Period, determined by the Committee based on the level of achievement actual performance of the Company during such Performance Goals (Period, will become vested upon the terms, and subject to the satisfaction conditions, established by the Committee, including an acceleration of the other terms and conditions vesting for Share Units for up to one additional year following Retirement. For purposes of this Award Agreement, “Retirement” means termination by you of your employment with Teradata at or after age 55. Except as otherwise provided in Section 3 of this Agreement, the Plan Company shall deliver to you the Shares underlying the pro-rated number of Share Units within seventy (70) days after the Vesting Date. (iii) If your employment with Teradata is terminated prior to the Vesting Date due to a reduction-in-force, then, upon such termination of employment, a pro rata portion of the Share Units will become fully Vested. The pro rata portion of the Share Units that will become fully Vested will be determined by multiplying (i) the actual number of Share Units that would have been credited to your Account in accordance with Section 1 of this Agreement had you continued in employment through the Vesting Date, determined by the Committee based on the actual performance of the Company during the Performance Period, by (ii) a fraction, the numerator of which is the number of full and partial months of employment you completed commencing with January 1, 2019, and the Acceptance Agreementdenominator of which is 36 months (subject to such rounding conventions as may be implemented from time-to-time by Teradata’s third party Plan administrator). For purposes of determining such pro rata Vesting of your Share Units, your period of employment with Teradata shall not include any leave of absence, other than an approved leave of absence from which Teradata reasonably expects that you will return to perform services for Teradata. Teradata in its sole discretion determines when an employee’s position is terminated due to a reduction-in-force.

Certain Terminations. Notwithstanding Section 1(a), if, prior to the Vesting Date: (i) the Participant’s continuous employment is terminated as a result of the Participant’s death or Disability, the Participant will immediately vest in the target full number of the Performance Shares; or (ii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (A) for any unvested Performance Shares that were granted one year or more prior to the Participant’s effective termination date, fully vest in such Performance Shares, and (B) for any unvested Performance Shares that were granted less than one year prior to Participant’s effective termination date, vest in a pro rata portion of such Performance Shares; provided, however, that Key may, in its sole discretion, provide that any unvested Performance Shares that would otherwise be subject to Section 1(b)(ii)(B) (i.e., vest in a pro rata portion as a result of Retirement because such Performance Shares were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(ii)(A) (i.e., fully vest); or (iii) the Participant’s continuous employment is terminated as a result of a Termination Under Limited Circumstances, subject to the ParticipantParticipant executing a release of claims in Key’s Voluntary Resignation on or after attaining age 55 and completion of at least 5 years of service (excluding favor in a Retirement)form agreeable to Key, the Participant will vest in a pro rata portion the full number of any unvested Performance Shares; or (iv) the Participant’s continuous employment is terminated as a result of a Termination Under Limited Circumstances, the Participant will vest in any unvested Performance Shares on the scheduled Vesting Date(s)Date; provided, however, that should KeyCorp Key determine, in its sole discretion, that full vesting of any unvested Performance Shares would result in the unjust enrichment of the Participant, or would be contrary to any Key policymay provide, or otherwise could be detrimental to instead, that the interests of Key or its shareholders, KeyCorp may choose to Participant will vest only in a pro-pro rata portion of the any unvested Performance Shares insteadShares. Subject to Section 14 11 hereof, Performance Shares vested under the provisions of Section 1(b)(i) or (iii) and any Performance Shares subject to pro rata vesting under the provisions of Section 1(b)(ii) or (iviii) shall be paid in cash Common Shares within 45 days after the termination of the Participant’s employment, and Performance Shares subject to continued vesting under the provisions of Section 1(b)(ii) or (iviii) shall be paid in cash Common Shares within 45 days after the scheduled Vesting Date(s). The pro rata vesting provided for under this Award Agreement shall be determined by multiplying the number of unvested Performance Shares as of the date of the Participant’s termination by a fraction, the numerator of which shall be the number of full months of Participant’s continuous employment from the Date of Grant through the date of termination and the denominator of which shall be 36, and adjusting this number at the end of the Performance Period based on the level of achievement of the Performance Goals (and the satisfaction of the other terms and conditions of this Award Agreement, the Plan and the Acceptance Agreement)Date.

Certain Terminations. Notwithstanding Section 1(a), if, prior to the Vesting Date: (i) the Participant’s continuous employment is terminated as a result of the Participant’s death or Disability, the Participant will immediately vest in the target number of Performance Shares; any unvested Units or (ii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (A) for any unvested Performance Shares Units that were granted one year or more prior to the Participant’s effective termination date, fully vest in such Performance Sharesany unvested Units on the scheduled Vesting Date(s), and (B) for any unvested Performance Shares Units that were granted less than one year prior to Participant’s effective termination date, immediately vest in a pro rata portion of such Performance Shares; however, Units. Key may, in its sole discretion, provide that any unvested Performance Shares Units that would otherwise be subject to Section 1(b)(ii)(B) (i.e., vest in a pro rata portion as a result of Retirement because such Performance Shares Units were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(ii)(A) (i.e., fully vestvest in any unvested Units on the scheduled Vesting Date); or (iii) the Participant’s continuous employment is terminated as a result of the Participant’s a Voluntary Resignation on or after attaining age 55 and completion of at least 5 years of service (excluding a Retirement), the Participant will shall immediately vest in a pro rata portion of any unvested Performance Sharessuch Units; or (iv) the Participant’s continuous employment is terminated as a result of a Termination Under Limited Circumstances, the Participant will vest in any unvested Performance Shares Units on the scheduled Vesting Date(s); provided, however, that should KeyCorp determine, in its sole discretion, that full vesting of any unvested Performance Shares Units would result in the unjust enrichment of the Participant, or would be contrary to any Key policy, or otherwise could be detrimental to the interests of Key or its shareholders, KeyCorp may choose to vest only a pro-rata portion of the unvested Performance Shares Units instead. Subject to Section 14 hereof, Performance Shares Units vested under the provisions of Section 1(b)(i) or (iii) shall be distributed within 45 days of the termination, and any Performance Shares subject to pro rata vesting Units vested under the provisions of Section 1(b)(ii) or (iv) shall be paid in cash distributed within 45 days after the termination of the Participant’s employment, and Performance Shares subject to continued vesting under the provisions of Section 1(b)(ii) or (iv) shall be paid in cash within 45 days after the scheduled Vesting Date(s). The pro rata vesting provided for under this Award Agreement shall be determined by multiplying the number of unvested Performance Shares Units as of the date of the Participant’s termination of employment by a fraction, the numerator of which shall be the number of full months of Participant’s continuous employment from the Date of Grant through the date of termination and the denominator of which shall be 36, number of full months between the Date of Grant and adjusting this number at the end of the Performance Period based on the level of achievement of the Performance Goals (and the satisfaction of the other terms and conditions of this Award Agreement, the Plan and the Acceptance Agreement)latest Vesting Date.

Certain Terminations. Notwithstanding Section 1(a), if, prior to the Vesting Date: (i) the Participant’s continuous employment is terminated as a result of the Participant’s death or Disability, the Participant will immediately vest in the target number of Performance Shares; or (ii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (A) for any unvested Performance Shares that were granted one year or more prior to the Participant’s effective termination date, fully vest in such Performance Shares, and (B) for any unvested Performance Shares that were granted less than one year prior to Participant’s effective termination date, vest in a pro rata portion of such Performance Shares; provided, however, that Key may, in its sole discretion, provide that any unvested Performance Shares that would otherwise be subject to Section 1(b)(ii)(B) (i.e., vest in a pro rata portion as a result of Retirement because such Performance Shares were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(ii)(A) (i.e., fully vest); or (iii) the Participant’s continuous employment is terminated as a result of the Participant’s Voluntary Resignation on or after attaining age 55 and completion of at least 5 years of service (excluding a Retirement), the Participant will vest in a pro rata portion of any unvested Performance Shares; or (iv) the Participant’s continuous employment is terminated as a result of a Termination Under Limited Circumstances, the Participant will vest in any unvested Performance Shares on the scheduled Vesting Date(s); provided, however, that should KeyCorp determine, in its sole discretion, that full vesting of any unvested Performance Shares would result in the unjust enrichment of the Participant, or would be contrary to any Key policy, or otherwise could be detrimental to the interests of Key or its shareholders, KeyCorp may choose to vest only a pro-rata portion of the unvested Performance Shares Units instead. Subject to Section 14 hereof, Performance Shares vested under the provisions of Section 1(b)(i) or (iii) and any Performance Shares subject to pro rata vesting under the provisions of Section 1(b)(ii) or (iv) shall be paid in cash within 45 days after the termination of the Participant’s employment, and Performance Shares subject to continued vesting vested under the provisions of Section 1(b)(ii), (iii) or (iv) shall be paid in cash within 45 days after the scheduled Vesting Date(s). The pro rata vesting provided for under this Award Agreement shall be determined by multiplying the number of unvested Performance Shares as of the date of the Participant’s termination by a fraction, the numerator of which shall be the number of full months of Participant’s continuous employment from the Date of Grant through the date of termination and the denominator of which shall be 36, and adjusting this number at the end of the Performance Period based on the level of achievement of the Performance Goals (and the satisfaction of the other terms and conditions of this Award Agreement, the Plan and the Acceptance Agreement).

Certain Terminations. Notwithstanding Section 1(a), if, prior to the Vesting Date: (i) the Participant’s continuous employment is terminated as a result of the Participant’s death or Disability, the Participant will immediately vest in the target number of Performance Shares; any unvested Units or (ii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (A) for any unvested Performance Shares Units that were granted one year or more prior to the Participant’s effective termination date, fully vest in such Performance Sharesany unvested Units on the scheduled Vesting Date(s), and (B) for any unvested Performance Shares Units that were granted less than one year prior to Participant’s effective termination date, vest in a pro rata portion of such Performance SharesUnits; however, Key may, in its sole discretion, provide that any unvested Performance Shares Units that would otherwise be subject to Section 1(b)(ii)(B) (i.e., vest in a pro rata portion as a result of Retirement because such Performance Shares Units were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(ii)(A) (i.e., fully vestvest in any unvested Units on the scheduled Vesting Date); or (iii) the Participant’s continuous employment is terminated as a result of the Participant’s a Voluntary Resignation on or after attaining age 55 and completion of at least 5 years of service (excluding a Retirement), the Participant will shall immediately vest in a pro rata portion of any unvested Performance Sharessuch Units; or (iv) the Participant’s continuous employment is terminated as a result of a Termination Under Limited Circumstances, the Participant will vest in any unvested Performance Shares Units on the scheduled Vesting Date(s); provided, however, that should KeyCorp determine, in its sole discretion, that full vesting of any unvested Performance Shares Units would result in the unjust enrichment of the Participant, or would be contrary to any Key policy, or otherwise could be detrimental to the interests of Key or its shareholders, KeyCorp may choose to vest only a pro-rata portion of the unvested Performance Shares Units instead. Subject to Section 14 hereof, Performance Shares Units vested under the provisions of Section 1(b)(i) or (iii) and any Performance Shares Units subject to pro rata vesting under the provisions of Section 1(b)(ii) or (iv) shall be paid in cash distributed within 45 days after the termination of the Participant’s employmenttermination, and Performance Shares Units subject to continued vesting under the provisions of Section 1(b)(ii) or (iv) shall be paid in cash distributed within 45 days after of the scheduled Vesting Date(s). The pro rata vesting provided for under this Award Agreement shall be determined by multiplying the number of unvested Performance Shares Units as of the date of the Participant’s termination of employment by a fraction, the numerator of which shall be the number of full months of Participant’s continuous employment from the Date of Grant through the date of termination and the denominator of which shall be 36, number of full months between the Date of Grant and adjusting this number at the end of the Performance Period based on the level of achievement of the Performance Goals (and the satisfaction of the other terms and conditions of this Award Agreement, the Plan and the Acceptance Agreement)latest Vesting Date.

Certain Terminations. Notwithstanding Section 1(a), if, prior to the Vesting Date: (i) the Participant’s continuous employment is terminated as a result of the Participant’s death or Disability, the Participant will immediately vest in the target number of Performance Shares; or (ii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (A) for any unvested Performance Shares that were granted one year or more prior to the Participant’s effective termination date, fully vest in such Performance Shares, and (B) for any unvested Performance Shares that were granted less than one year prior to Participant’s effective termination date, vest in a pro rata portion of such Performance Shares; provided, however, that Key may, in its sole discretion, provide that any unvested Performance Shares that would otherwise be subject to Section 1(b)(ii)(B) (i.e., vest in a pro rata portion as a result of Retirement because such Performance Shares were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(ii)(A) (i.e., fully vest); or (iii) the Participant’s continuous employment is terminated as a result of the Participant’s Voluntary Resignation on or after attaining age 55 and completion of at least 5 years of service (excluding a Retirement), the Participant will vest in a pro rata portion of any unvested Performance Shares; or (iv) the Participant’s continuous employment is terminated as a result of a Termination Under Limited Circumstances, subject to the Participant executing a release of claims in Key’s favor in a form agreeable to Key, the Participant will vest in any unvested Performance Shares on the scheduled Vesting Date(s); provided, however, that should KeyCorp Key determine, in its sole discretion, that full vesting of any unvested Performance Shares would result in the unjust enrichment of the Participant, or would be contrary to any Key policymay provide, or otherwise could be detrimental to instead, that the interests of Key or its shareholders, KeyCorp may choose to Participant will vest only in a pro-pro rata portion of the any unvested Performance Shares insteadShares. Subject to Section 14 11 hereof, Performance Shares vested under the provisions of Section 1(b)(i) or (iii) and any Performance Shares subject to pro rata vesting under the provisions of Section 1(b)(ii) or (iv) shall be paid in cash within 45 days after the termination of the Participant’s employment, and Performance Shares subject to continued vesting vested under the provisions of Section 1(b)(ii), (iii) or (iv) shall be paid in cash within 45 days after the scheduled Vesting Date(s). The pro rata vesting provided for under this Award Agreement shall be determined by multiplying the number of unvested Performance Shares as of the date of the Participant’s termination by a fraction, the numerator of which shall be the number of full months of Participant’s continuous employment from the Date of Grant through the date of termination and the denominator of which shall be 36, and adjusting this number at the end of the Performance Period based on the level of achievement of the Performance Goals (and the satisfaction of the other terms and conditions of this Award Agreement, the Plan and the Acceptance Agreement).

Certain Terminations. Notwithstanding Section 1(a), if, prior to the Vesting Date: , (i) the Participant’s continuous employment is terminated as a result of the Participant’s death or Disability, the Participant will immediately vest in the target number of any unvested Performance Shares; or (ii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (A) for any unvested Performance Shares that were granted one year or more prior to the Participant’s effective termination date, fully vest in such Performance Shares, and (B) for any unvested Performance Shares that were granted less than one year prior to Participant’s effective termination date, vest in a pro rata portion of such Performance Shares; howeveror (iii) the Participant’s continuous employment is terminated as a result of a Termination Under Limited Circumstances, the Participant will vest in a pro rata portion of any unvested Performance Shares. Key may, in its sole discretion, provide that any unvested Performance Shares that would otherwise be subject to Section 1(b)(ii)(B) (i.e., vest in a pro rata portion as a result of Retirement because such Performance Shares were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(ii)(A) (i.e., fully vest); or (iii) the Participant’s continuous employment is terminated as a result of the Participant’s Voluntary Resignation on or after attaining age 55 and completion of at least 5 years of service (excluding a Retirement), the Participant will vest in a pro rata portion of any unvested Performance Shares; or (iv) the Participant’s continuous employment is terminated as a result of a Termination Under Limited Circumstances, the Participant will vest in any unvested Performance Shares on the scheduled Vesting Date(s); provided, however, that should KeyCorp determine, in its sole discretion, that full vesting of any unvested Performance Shares would result in the unjust enrichment of the Participant, or would be contrary to any Key policy, or otherwise could be detrimental to the interests of Key or its shareholders, KeyCorp may choose to vest only a pro-rata portion of the unvested Performance Shares instead. Subject to Section 14 11 hereof, Performance Shares vested under the provisions of Section 1(b)(i) or (iii) and any Performance Shares subject to pro rata vesting under the provisions of Section 1(b)(ii) or (iv) shall be paid in cash within 45 days after the termination of the Participant’s employment, and Performance Shares subject to continued vesting vested under the provisions of Section 1(b)(ii) or (iviii) shall be paid in cash within 45 days after the scheduled Vesting Date(s). The pro rata vesting provided for under this Award Agreement shall be determined by multiplying the number of unvested Performance Shares as of the date of the Participant’s termination by a fraction, the numerator of which shall be the number of full months of Participant’s continuous employment from the Date of Grant through the date of termination and the denominator of which shall be 36, and adjusting this number at the end of the Performance Period based on the level of achievement of the Performance Goals (and the satisfaction of the other terms and conditions of this Award Agreement, the Plan and the Acceptance Agreement).

Certain Terminations. Notwithstanding Section 1(a), if, prior to the Vesting Date: (i) the Participant’s continuous employment is terminated as a result of the Participant’s death or Disability, the Participant will immediately vest in the target number of Performance Shares; or (ii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (A) for any unvested Performance Shares that were granted one year or more prior to the Participant’s effective termination date, fully vest in such Performance SharesShares subject to achievement of the Performance Goals, and (B) for any unvested Performance Shares that were granted less than one year prior to Participant’s effective termination date, vest in a pro rata portion of such Performance SharesShares subject to achievement of the Performance Goals; however, Key may, in its sole discretion, provide that any unvested Performance Shares that would otherwise be subject to Section 1(b)(ii)(B) (i.e., vest in a pro rata portion as a result of Retirement because such Performance Shares were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(ii)(A) (i.e., fully vest); or (iii) the Participant’s continuous employment is terminated as a result of the Participant’s Voluntary Resignation on or after attaining age 55 and completion of at least 5 years of service (excluding a Retirement), the Participant will vest in a pro rata portion of any unvested Performance SharesShares subject to achievement of the Performance Goals; or (iv) the Participant’s continuous employment is terminated as a result of a Termination Under Limited Circumstances, the Participant will vest in any unvested Performance Shares on the scheduled Vesting Date(s)Date subject to achievement of the Performance Goals; provided, however, that should KeyCorp determine, in its sole discretion, that full vesting of any unvested Performance Shares would result in the unjust enrichment of the Participant, or would be contrary to any Key policy, or otherwise could be detrimental to the interests of Key or its shareholders, KeyCorp may choose to vest only a pro-rata portion of the unvested Performance Shares instead. Subject to Section 14 hereof, Performance Shares vested under the provisions of Section 1(b)(i) or (iii) and any Performance Shares subject to pro rata vesting under the provisions of Section 1(b)(ii) or (iv) shall be paid in cash within 45 days after the termination of the Participant’s employment, and Performance Shares subject to continued vesting vested under the provisions of Section 1(b)(ii) ), (iii), or (iv) shall be paid in cash within 45 days after the scheduled Vesting Date(s)Date. The pro rata vesting provided for under this Award Agreement shall be determined by multiplying the number of unvested Performance Shares as of the date of the Participant’s termination by a fraction, the numerator of which shall be the number of full months of Participant’s continuous employment from the Date of Grant through the date of termination and the denominator of which shall be 36, and adjusting this number at the end of the Performance Period based on the level of achievement of the Performance Goals (and the satisfaction of the other terms and conditions of this Award Agreement, the Plan and the Acceptance Agreement).

Certain Terminations. Notwithstanding Section 1(a), if, prior to the Vesting Date: (i) the Participant’s continuous employment is terminated as a result of the Participant’s death or Disability, the Participant will immediately vest in the target number of Performance Shares; or (ii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (A) for any unvested Performance Shares that were granted one year or more prior to the Participant’s effective termination date, fully vest in such Performance Shares, and (B) for any unvested Performance Shares that were granted less than one year prior to Participant’s effective termination date, vest in a pro rata portion of such Performance Shares; provided, however, that Key may, in its sole discretion, provide that any unvested Performance Shares that would otherwise be subject to Section 1(b)(ii)(B) (i.e., vest in a pro rata portion as a result of Retirement because such Performance Shares were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(ii)(A) (i.e., fully vest); or (iii) the Participant’s continuous employment is terminated as a result of the Participant’s Voluntary Resignation on or after attaining age 55 and completion of at least 5 years of service (excluding a Retirement), the Participant will vest in a pro rata portion of any unvested Performance Shares; or (iv) the Participant’s continuous employment is terminated as a result of a Termination Under Limited Circumstances, subject to the Participant executing a release of claims in Key’s favor in a form agreeable to Key, the Participant will vest in any unvested Performance Shares on the scheduled Vesting Date(s); provided, however, that should KeyCorp Key determine, in its sole discretion, that full vesting of any unvested Performance Shares would result in the unjust enrichment of the Participant, or would be contrary to any Key policymay provide, or otherwise could be detrimental to instead, that the interests of Key or its shareholders, KeyCorp may choose to Participant will vest only in a pro-pro rata portion of the any unvested Performance Shares insteadShares. Subject to Section 14 11 hereof, Performance Shares vested under the provisions of Section 1(b)(i) or (iii) and any Performance Shares subject to pro rata vesting under the provisions of Section 1(b)(ii) or (iv) shall be paid in cash within 45 days after the termination of the Participant’s employment, and Performance Shares subject to continued vesting vested under the provisions of Section 1(b)(ii), (iii) or (iv) shall be paid in cash within 45 days after the scheduled Vesting Date(s). The pro rata vesting provided for under this Award Agreement shall be determined by multiplying the number of unvested Performance Shares as of the date of the Participant’s termination by a fraction, the numerator of which shall be the number of full months of Participant’s continuous employment from the Date of Grant through the date of termination and the denominator of which shall be 36, and adjusting this number at the end of the Performance Period based on the level of achievement of the Performance Goals (and the satisfaction of the other terms and conditions of this Award Agreement, the Plan and the Acceptance Agreement).

Certain Terminations. Notwithstanding Section 1(a), if, prior to the Vesting Date: (i) the Participant’s continuous employment is terminated as a result of the Participant’s death or Disability, the Participant will immediately vest in the target number of Performance Shares; any unvested Units or (ii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (A) for any unvested Performance Shares Units that were granted one year or more prior to the Participant’s effective termination date, fully vest in such Performance Sharesany unvested Units on the scheduled Vesting Date(s), and (B) for any unvested Performance Shares Units that were granted less than one year prior to Participant’s effective termination date, immediately vest in a pro rata portion of such Performance Shares; however, Units. Key may, in its sole discretion, provide that any unvested Performance Shares Units that would otherwise be subject to Section 1(b)(ii)(B) (i.e., vest in a pro rata portion as a result of Retirement because such Performance Shares Units were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(ii)(A) (i.e., fully vestvest in any unvested Units on the scheduled Vesting Date); or (iii) the Participant’s continuous employment is terminated as a result of the Participant’s a Voluntary Resignation on or after attaining age 55 and completion of at least 5 years of service (excluding a Retirement), the Participant will shall immediately vest in a pro rata portion of any unvested Performance Sharessuch Units; or (iv) the Participant’s continuous employment is terminated as a result of a Termination Under Limited Circumstances, subject to the Participant executing a release of claims in Key’s favor in a form agreeable to Key, the Participant will vest in any unvested Performance Shares Units on the scheduled Vesting Date(s); provided, however, that should KeyCorp Key determine, in its sole discretion, that full vesting of any unvested Performance Shares Units would result in the unjust enrichment of the Participant, or would be contrary to any Key policymay provide, or otherwise could be detrimental to instead, that the interests of Key or its shareholders, KeyCorp may choose to Participant will vest only in a pro-pro rata portion of the any unvested Performance Shares insteadUnits. Subject to Section 14 11 hereof, Performance Shares Units vested under the provisions of Section 1(b)(i) or (iii) shall be distributed within 45 days of the termination, and any Performance Shares subject to pro rata vesting Units vested under the provisions of Section 1(b)(ii) or (iv) shall be paid in cash distributed within 45 days after the termination of the Participant’s employment, and Performance Shares subject to continued vesting under the provisions of Section 1(b)(ii) or (iv) shall be paid in cash within 45 days after the scheduled Vesting Date(s). The pro rata vesting provided for under this Award Agreement shall be determined by multiplying the number of unvested Performance Shares as of the date of the Participant’s termination by a fraction, the numerator of which shall be the number of full months of Participant’s continuous employment from the Date of Grant through the date of termination and the denominator of which shall be 36, and adjusting this number at the end of the Performance Period based on the level of achievement of the Performance Goals (and the satisfaction of the other terms and conditions of this Award Agreement, the Plan and the Acceptance Agreement).

Certain Terminations. Notwithstanding Section 1(a), if, prior to the Vesting Date: (i) the Participant’s continuous employment is terminated as a result of the Participant’s death or Disability, the Participant will immediately vest in the target number of Performance Sharesany unvested Units; or (ii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (A) for any unvested Performance Shares Units that were granted one year or more prior to the Participant’s effective termination date, fully vest in such Performance SharesUnits, and (B) for any unvested Performance Shares Units that were granted less than one year prior to Participant’s effective termination date, immediately vest in a pro rata portion of such Performance Shares; however, Units. Key may, in its sole discretion, provide that any unvested Performance Shares Units that would otherwise be subject to Section 1(b)(ii)(B) (i.e., vest in a pro rata portion as a result of Retirement because such Performance Shares Units were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(ii)(A) (i.e., fully vest); or (iii) the Participant’s continuous employment is terminated as a result of the Participant’s a Voluntary Resignation on or after attaining age 55 and completion of at least 5 years of service (excluding a Retirement), the Participant will shall immediately vest in a pro rata portion of any unvested Performance Sharessuch Units; or (iv) the Participant’s continuous employment is terminated as a result of a Termination Under Limited Circumstances, subject to the Participant executing a release of claims in Key’s favor in a form agreeable to Key, the Participant will vest in any unvested Performance Shares Units on the scheduled Vesting Date(s); provided, however, that should KeyCorp Key determine, in its sole discretion, that full vesting of any unvested Performance Shares Units would result in the unjust enrichment of the Participant, or would be contrary to any Key policymay provide, or otherwise could be detrimental to instead, that the interests of Key or its shareholders, KeyCorp may choose to Participant will vest only in a pro-pro rata portion of the any unvested Performance Shares insteadUnits. Subject to Section 14 11 hereof, Performance Shares Units vested under the provisions of Section 1(b)(i) or (iii) shall be distributed within 45 days of the termination, and any Performance Shares subject to pro rata vesting Units vested under the provisions of Section 1(b)(ii) or (iv) shall be paid in cash distributed within 45 days after the termination of the Participant’s employment, and Performance Shares subject to continued vesting under the provisions of Section 1(b)(ii) or (iv) shall be paid in cash within 45 days after the scheduled Vesting Date(s). The pro rata vesting provided for under this Award Agreement shall be determined by multiplying the number of unvested Performance Shares as of the date of the Participant’s termination by a fraction, the numerator of which shall be the number of full months of Participant’s continuous employment from the Date of Grant through the date of termination and the denominator of which shall be 36, and adjusting this number at the end of the Performance Period based on the level of achievement of the Performance Goals (and the satisfaction of the other terms and conditions of this Award Agreement, the Plan and the Acceptance Agreement).

Certain Terminations. Notwithstanding (a) Except as set forth in this Section 1(a)6 or as otherwise provided in a Company plan applicable to Award Recipient or any agreement between the Award Recipient and the Company, if, if (i) Award Recipient experiences a Termination of Employment prior to the end of the Vesting Date:Period, or (ii) Award Recipient breaches the confidentiality covenant set forth in Section 12 hereof, then effective at the close of business on the date of employment termination, or the date the Award Recipient breaches the confidentiality covenant set forth in Section 12 hereof, as applicable, all of Award Recipient’s earned Performance Share Units covered by this Agreement which are unvested as of the time of termination or breach shall be automatically cancelled and forfeited in their entirety without any further obligation on the part of rue21, such that rue21 shall not be obligated to issue any additional Shares or any other compensation to Award Recipient with respect to such cancelled and forfeited Performance Share Units. (b) Unless otherwise provided in the Plan or any agreement between the Award Recipient and the Company, if after Certification but prior to the end of the Vesting Period: (i) the ParticipantAward Recipient’s continuous employment is terminated Termination of Employment occurs as a result of the Participant’s death Disability or Disabilitydeath, the Participant will immediately vest in the target number of Performance Shares; or (ii) a Change in Control occurs provided the Participant’s continuous employment Award Recipient is terminated as a result of Retirement, still employed by the Participant shall, (A) for any unvested Performance Shares that were granted one year or more prior to Company at the Participant’s effective termination date, fully vest in such Performance Shares, and (B) for any unvested Performance Shares that were granted less than one year prior to Participant’s effective termination date, vest in a pro rata portion time of such Performance Shares; howeverChange in Control, Key may, in its sole discretion, provide that any unvested Performance Shares that would otherwise be subject to Section 1(b)(ii)(B) (i.e., vest in a pro rata portion as a result of Retirement because such Performance Shares were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(ii)(A) (i.e., fully vest); or or (iii) the Participant’s continuous employment is terminated as Award Recipient experiences a result Termination of Employment on account of Retirement, all Performance Share Units that have been earned under this Agreement shall immediately become vested. Any Shares to which Award Recipient becomes entitled to receive pursuant to the preceding sentence will continue to be issued and delivered to Award Recipient in accordance with the originally scheduled Vesting Dates set forth in Section 5 of the Participant’s Voluntary Resignation on or after attaining age 55 and completion of at least 5 years of service (excluding a Retirement), the Participant will vest in a pro rata portion of any unvested Performance Shares; or (iv) the Participant’s continuous employment is terminated as a result of a Termination Under Limited Circumstances, the Participant will vest in any unvested Performance Shares on the scheduled Vesting Date(s)Agreement; provided, howeverthat if vesting is accelerated on account of (x) the Award Recipient’s death, that should KeyCorp determine, in its sole discretion, that full vesting of any unvested Performance Shares would result in the unjust enrichment of the Participant, or would be contrary to any Key policy, or otherwise could be detrimental to the interests of Key or its shareholders, KeyCorp may choose to vest only a pro-rata portion of the unvested Performance Shares instead. Subject to Section 14 hereof, Performance Shares earned amounts not previously vested under the provisions of Section 1(b)(i) or (iii) and any Performance Shares subject to pro rata vesting under the provisions of Section 1(b)(ii) or (iv) shall be paid as soon as reasonably practicable but in cash within 45 days after no event later than the termination 15th day of the Participantthird month following Award Recipient’s employmentdeath to the Award Recipient’s estate, and Performance Shares subject to continued vesting under the provisions of Section 1(b)(ii(y) or (iv) a Change in Control, any earned amounts not previously vested shall be paid as soon as reasonably practicable but in cash within 45 days after no event later than the scheduled Vesting Date(s). The pro rata vesting provided for under this Award Agreement shall be determined by multiplying 15th day of the number of unvested Performance Shares as of third month following the date of the Participant’s termination by Change in Control, provided that the Change in Control is also a fraction“change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “409A Change in Control”), but if the Change in Control does not constitute a 409A Change in Control, the numerator of which amounts shall continue to be paid on the originally scheduled Vesting Dates. (c) If the Award Recipient is terminated for any reason or no reason prior to Certification or if a Change in Control occurs prior to Certification, all Performance Share Units covered by this Agreement shall be the number of full months of Participant’s continuous employment from the Date of Grant through the date of termination automatically cancelled and the denominator of which shall be 36, and adjusting this number at the end of the Performance Period based on the level of achievement of the Performance Goals (and the satisfaction of the other terms and conditions of this Award Agreement, the Plan and the Acceptance Agreement)forfeited in their entirety.