Common use of Harmful Activity Clause in Contracts

Harmful Activity. Notwithstanding any other provision of this Award Agreement to the contrary, if the Participant engages in any Harmful Activity prior to or within twelve months after the Participant’s termination of employment with Key, then the Performance Shares shall be immediately forfeited without further action or notice, and the Participant shall pay to KeyCorp, upon KeyCorp’s demand, the amount of any cash payment received by the Participant pursuant to this Award Agreement within one year prior to the Participant’s termination of employment. This Section 4 shall not apply in the event that Participant’s employment with Key terminates within two years after a Change of Control if any of the following have occurred: (a) a relocation of Participant’s principal place of employment more than 35 miles from Participant’s principal place of employment immediately prior to the Change of Control, (b) a reduction in Participant’s base salary after a Change of Control, or (c) Participant’s termination of employment as a result of a Termination Under Limited Circumstances. This Section 4 shall survive the termination of Participant’s employment.

Harmful Activity. Notwithstanding any other provision of this Award Agreement to the contrary, if the Participant engages in any Harmful Activity prior to or within twelve months after the Participant’s termination of employment with Key, then the Performance Shares Options shall be immediately forfeited without further action or notice, and any Common Shares delivered upon exercise of the Participant shall pay to KeyCorp, upon KeyCorp’s demand, the amount of any cash payment received by the Participant pursuant to this Award Agreement Options within one year prior to the Participant’s termination of employment, and any Profits realized by the Participant from the exercise of the Options, shall become immediately due and payable to KeyCorp on KeyCorp’s demand. This Section 4 2 shall not apply in the event that Participant’s employment with Key terminates within two years after a Change of Control if any of the following have occurred: (a1) a relocation of Participant’s principal place of employment more than 35 miles from Participant’s principal place of employment immediately prior to the Change of Control, (b2) a reduction in Participant’s base salary after a Change of Control, or (c3) Participant’s termination of employment as a result of a Termination Under Limited Circumstances. This Section 4 2 shall survive the termination of Participant’s employment.

Harmful Activity. Notwithstanding any other provision of this Award Agreement to the contrary, if the Participant engages in any Harmful Activity prior to or within twelve months after the Participant’s termination of employment with Key, then the Performance Shares shall be immediately forfeited without further action or notice, and the Participant shall pay to KeyCorp, upon KeyCorp’s demand, the amount of any cash payment received by the Participant pursuant to this Award Agreement within one year prior to the Participant’s termination of employment. This Section 4 shall not apply in the event that Participant’s employment with Key terminates within two years after a Change of Control if any of the following have occurred: (a1) a relocation of Participant’s principal place of employment more than 35 miles from Participant’s principal place of employment immediately prior to the Change of Control, (b2) a reduction in Participant’s base salary after a Change of Control, or (c3) Participant’s termination of employment as a result of a Termination Under Limited Circumstances. This Section 4 shall survive the termination of Participant’s employment.