Common use of Election of Benefits Required; Payments in Lieu of Other Claims or Rights Clause in Contracts

Election of Benefits Required; Payments in Lieu of Other Claims or Rights. If (a) the Executive is a party to either or both of an employment agreement (which includes any letter agreement regarding Executive’s employment with Key or any Subsidiary) or severance agreement with Key or any Subsidiary (singularly or collectively, the “Prior Agreement”), and (b) the Executive’s employment is terminated under circumstances giving rise to a right on the part of the Executive to receive continuing compensation, separation pay, or other severance benefits under the Prior Agreement and under this Agreement, the Executive shall have the right to elect to have either the Prior Agreement (if and only to the extent the Prior Agreement is applicable) or this Agreement (if and only to the extent this Agreement is applicable) , but not both, apply to the termination. If this Section 5.1 applies: (x) Key shall not make any payments arising out of the termination of the Executive’s employment, either under the Prior Agreement or under this Agreement, until after the Executive has delivered to Key a signed notice of election to receive payments under the Prior Agreement or under this Agreement, and (y) if the Executive elects to receive payments under the Prior Agreement, the provisions of Sections 3.1, 3.2, and 3.4 of this Agreement shall nevertheless continue to be applicable, but without duplication of payments. If the Executive receives any payments under Section 1.1(a) or Section 1.2(a), as the case may be, of this Agreement as a result of the termination of the Executive’s employment following a Change of Control, those payments shall be in lieu of any and all other claims or rights that the Executive may have for severance, separation, and/or salary continuation pay upon that termination of the Executive’s employment.

Election of Benefits Required; Payments in Lieu of Other Claims or Rights. If (a) the Executive is a party to either or both of an employment agreement (which includes any letter agreement regarding Executive’s employment with Key or any Subsidiary) or severance agreement with Key or any Subsidiary (singularly or collectively, the “Prior Agreement”), and (b) the Executive’s employment is terminated under circumstances giving rise to a right on the part of the Executive to receive continuing compensation, separation pay, or other severance benefits under the Prior Agreement and under this Agreement, the Executive shall have the right to elect to have either the Prior Agreement (if and only to the extent the Prior Agreement is applicable) or this Agreement (if and only to the extent this Agreement is applicable) , but not both, apply to the termination. If this Section 5.1 applies: (x) Key shall not make any payments arising out of the termination of the Executive’s employment, either under the Prior Agreement or under this Agreement, until after the Executive has delivered to Key a signed notice of election to receive payments under the Prior Agreement or under this Agreement, and (y) if the Executive elects to receive payments under the Prior Agreement, the provisions of Sections 3.1, 3.2, 3.1 and 3.4 3.2 of this Agreement shall nevertheless continue to be applicable, but without duplication of payments. If the Executive receives any payments under Section 1.1(a) or Section 1.2(a), as the case may be, of this Agreement as a result of the termination of the Executive’s employment following a Change of Control, those payments shall be in lieu of any and all other claims or rights that the Executive may have for severance, separation, and/or salary continuation pay upon that termination of the Executive’s employment.

Election of Benefits Required; Payments in Lieu of Other Claims or Rights. If If (a) the Executive is a party to either or both of an employment agreement (which includes any letter agreement regarding Executive’s 's employment with Key or any Subsidiary) or severance agreement with Key or any Subsidiary (singularly or collectively, the “"Prior Agreement”"), and (b) the Executive’s 's employment is terminated under circumstances giving rise to a right on the part of the Executive to receive continuing compensation, separation pay, or other severance benefits under the Prior Agreement and under this Agreement, the Executive shall have the right to elect to have either the Prior Agreement (if and only to the extent the Prior Agreement is applicable) or this Agreement (if and only to the extent this Agreement is applicable) , but not both, apply to the termination. If this Section 5.1 applies: (x) Key shall not make any payments arising out of the termination of the Executive’s 's employment, either under the Prior Agreement or under this Agreement, until after the Executive has delivered to Key a signed notice of election to receive payments under the Prior Agreement or under this Agreement, and (y) if the Executive elects to receive payments under the Prior Agreement, the provisions of Sections 3.1, 3.2, and 3.4 of this Agreement shall nevertheless continue to be applicable, but without duplication of payments. If the Executive receives any payments under Section 1.1(a) or Section 1.2(a), as the case may be, of this Agreement as a result of the termination of the Executive’s 's employment following a Change of Control, those payments shall be in lieu of any and all other claims or rights that the Executive may have for severance, separation, and/or salary continuation pay upon that termination of the Executive’s 's employment.

Election of Benefits Required; Payments in Lieu of Other Claims or Rights. If If (a) the Executive is a party to either or both of an employment agreement (which includes any letter agreement regarding Executive’s 's employment with Key or any Subsidiary) or severance agreement with Key or any Subsidiary (singularly or collectively, the “"Prior Agreement”"), and (b) the Executive’s 's employment is terminated under circumstances giving rise to a right on the part of the Executive to receive continuing compensation, separation pay, or other severance benefits under the Prior Agreement and under this Agreement, the Executive shall have the right to elect to have either the Prior Agreement (if and only to the extent the Prior Agreement is applicable) or this Agreement (if and only to the extent this Agreement is applicable) ), but not both, apply to the termination. If this Section 5.1 applies: (x) Key shall not make any payments arising out of the termination of the Executive’s 's employment, either under the Prior Agreement or under this Agreement, until after the Executive has delivered to Key a signed notice of election to receive payments under the Prior Agreement or under this Agreement, and (y) if the Executive elects to receive payments under the Prior Agreement, the provisions of Sections 3.1, 3.2, and 3.4 of this Agreement shall nevertheless continue to be applicable, but without duplication of payments. If the Executive receives any payments under Section 1.1(a) or Section 1.2(a), as the case may be, of this Agreement as a result of the termination of the Executive’s 's employment following a Change of Control, those payments shall be in lieu of any and all other claims or rights that the Executive may have for severance, separation, and/or salary continuation pay upon that termination of the Executive’s 's employment.

Election of Benefits Required; Payments in Lieu of Other Claims or Rights. If (a) the Executive is a party to either or both of an employment agreement (which includes any letter agreement regarding Executive’s 's employment with Key or any SubsidiaryKey) or severance agreement with Key or any Subsidiary (singularly or collectively, the “"Prior Agreement”"), and (b) the Executive’s 's employment with Key is terminated under circumstances giving rise to a right on the part of the Executive to receive continuing compensation, separation pay, or other severance benefits under the Prior Agreement and under this Agreement, the Executive shall have the right to elect to have either the Prior Agreement (if and only to the extent the Prior Agreement is applicable) or this Agreement (if and only to the extent this Agreement is applicable) , but not both, apply to the termination. If this Section 5.1 4.1 applies: (x) Key shall not make any payments arising out of the termination of the Executive’s 's employment, either under the Prior Agreement or under this Agreement, until after the Executive has delivered to Key a signed notice of election to receive payments under the Prior Agreement or under this Agreement, and (y) if the Executive elects to receive payments under the Prior Agreement, the provisions of Sections 3.12.1, 3.22.2, and 3.4 2.4 of this Agreement shall nevertheless continue to be applicable, but without duplication of payments. If the Executive receives any payments under Section 1.1(a) or Section 1.2(a), as the case may be, of this Agreement as a result of the termination of the Executive’s 's employment following a Change of Control, those payments shall be in lieu of any and all other claims or rights that the Executive may have for severance, separation, and/or salary continuation pay upon that termination of the Executive’s 's employment.