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 Units shall be immediately forfeited without further action or notice, and any Common Shares delivered in payment of the Award within one year prior to the Participant’s termination of employment, and any Profits realized by the Participant from the sale of such Common Shares, shall become immediately due and payable to KeyCorp on KeyCorp’s demand. This Section 3 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 3 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 Units shall be immediately forfeited without further action or notice, and any Common Shares delivered in payment of the Award within one year prior to the Participant’s termination of employment, and any Profits realized by the Participant from the sale of such Common Shares, shall become immediately due and payable to KeyCorp on KeyCorp’s demand. This Section 3 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 3 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 Units Options shall be immediately forfeited without further action or notice, and any Common Shares delivered in payment upon exercise of the Award Options within one year prior to the Participant’s termination of employment, and any Profits realized by the Participant from the sale exercise of such Common Sharesthe Options, shall become immediately due and payable to KeyCorp on KeyCorp’s demand. This Section 3 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: (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 3 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 Units shall be immediately forfeited without further action or notice, and any Common Shares delivered in payment of the Award within one year prior to the Participant’s termination of employment, and any Profits realized by the Participant from the sale of such Common Shares, shall become immediately due and payable to KeyCorp on KeyCorp’s demand. This Section 3 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, or (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 3 shall survive the termination of Participant’s employment.