Common use of Retention Payments Clause in Contracts

Retention Payments. (A) In addition to the Annual Base Salary and Annual Bonus, the Executive shall be entitled to receive payments and awards from a $68,000,000 retention pool (the "Retention Pool") in the aggregate amount set forth on Exhibit A hereto (the "Aggregate Retention Amount"). The Retention Pool and the Aggregate Retention Amount shall be payable as to 44% of such amounts in cash and as to 56% of such amounts in non-qualified stock options to acquire shares of KeyCorp common stock (the "Retention Options"). The aggregate number of Retention Options to be granted as a percentage of the Retention Pool shall be determined as of the date hereof based on the Black-Scholes option pricing model at a .315 valuation (the "Valuation Method"). Retention Options with a value (based on the Valuation Method) equal to the non-cash portion of the Aggregate Retention Amount shall be granted to the Executive in two portions with at least one-half of such Retention Options granted on the Commencement Date and the remaining portion granted before January 31, 1999. The Retention Options (i) shall have an exercise price equal to the fair market value of KeyCorp common stock on the date of grant, (ii) shall have an option expiration date of ten years from the date of grant (the "Option Term"), (iii) shall vest as provided in paragraph (B) below and (iv) shall be exercisable after becoming vested during the periods provided in the KeyCorp Amended and Restated 1991 Equity Compensation Plan as in effect as of the date hereof, provided, however, that KeyCorp shall use its best efforts to obtain approval from KeyCorp's Compensation and Organization Committee to provide the Executive with a two-year post termination of employment exercise period, except upon a termination for Cause (as defined herein) or without Good Reason (as defined herein). In no event shall the Retention Options be exercisable beyond the Option Term. (B) The Retention Pool and the Aggregate Retention Amount, including the Retention Options granted in satisfaction thereof (whether granted on the Commencement Date or otherwise), shall vest in the percentages, and be payable or exercisable, as the case may be, on the dates set forth below or if earlier as provided in the next following sentence: Vesting & Payment Date Retention % ---------------------- ----------- 2nd Anniversary of Commencement Date 33-1/3 3rd Anniversary of Commencement Date 66-2/3 If the Company shall terminate the Executive's employment other than for Cause, including by reason of the Executive's Disability (as defined herein), or the Executive shall terminate employment for Good Reason or due to his death, or upon the occurrence of circumstances constituting a breach by the Company of Section 2(a)(i) and Exhibit A in a manner that would result in Good Reason pursuant to Section 3(c)(A) but in which the Executive does not terminate his employment, the cash portion of the Aggregate Retention Amount and the Retention Options shall become fully vested and immediately payable or exercisable, as the case may be. If after the Commencement Date and prior to the January 1999 grant of the balance of the Retention Options, the Executive's employment terminates under any of the circumstances described in the preceding sentence (other than death), KeyCorp shall either make a cash payment or grant Retention Options equal to the balance of the Aggregate Retention Amount. In the event of the Executive's death after the Commencement Date and prior to the January 1999 grant of the balance of the Retention Options, the Executive's estate shall be entitled to receive a cash payment equal to the balance of the Aggregate Retention Amount in lieu of the Retention Options.

Retention Payments. (Aa) In addition to the Annual Base Salary and Annual Bonus, the Executive shall be entitled to receive payments and awards from a $68,000,000 retention pool (the "Retention Pool") in the an aggregate amount set forth on Exhibit A hereto of $5 million (the "Aggregate Retention Amount"). The Retention Pool and the Aggregate Retention Amount shall be payable as to 44% of such amounts in cash and as to 56% of such amounts in non-qualified stock options to acquire shares of KeyCorp common stock (the "Retention Options"). The aggregate number of Retention Options to be granted as a percentage of the Retention Pool shall be determined as of the date hereof based on the Black-Scholes option pricing model at a .315 valuation (the "Valuation Method"). Retention Options with a value (based on the Valuation Method) equal to the non-cash portion of the Aggregate Retention Amount shall be granted to the Executive in two portions with at least one-half of such Retention Options granted on the Commencement Date and the remaining portion granted before January 31, 1999. The Retention Options (i) shall have an exercise price equal to the fair market value of KeyCorp common stock on the date of grant, (ii) shall have an option expiration date of ten years from the date of grant (the "Option Term"), (iii) shall vest as provided in paragraph (Bb) below and (iv) shall be exercisable after becoming vested during the periods provided in the KeyCorp Amended and Restated 1991 Equity Compensation Plan as in effect as of the date hereof, provided, however, that KeyCorp shall use its best efforts to obtain approval from KeyCorp's Compensation and Organization Committee to provide the Executive with a two-year post termination of employment exercise period, except upon a termination for Cause (as defined herein) or without Good Reason (as defined herein). In no event shall the Retention Options be exercisable beyond the Option Term. (Bb) The Retention Pool and the Aggregate Retention Amount, including the Retention Options granted in satisfaction thereof (whether granted on the Commencement Date or otherwise), shall vest in the percentages, and be payable or exercisable, as the case may be, on the dates set forth below or if earlier as provided in the next following sentence: Vesting & Payment Date Retention % ---------------------- ------------ ----------- 2nd Anniversary of Commencement Date 33-1/3 40 3rd Anniversary of Commencement Date 66-2/3 20 4th Anniversary 20 5th Anniversary 20 If the Company shall terminate the Executive's employment other than for Cause, including by reason of the Executive's Disability (as defined herein), or the Executive shall terminate employment for Good Reason or due to his death, or upon the occurrence of circumstances constituting a breach by the Company of Section 2(a)(i) and Exhibit A in a manner that would result in constitute Good Reason pursuant to Section 3(c)(A) but in which the Executive does not terminate his employment, the cash portion of the Aggregate Retention Amount and the Retention Options shall become fully vested and immediately payable or exercisable, as the case may be. If after the Commencement Date and prior to the January 1999 grant of the balance of the Retention Options, the Executive's employment terminates under any of the circumstances described in the preceding sentence (other than death), KeyCorp shall either make a cash payment or grant Retention Options equal to the balance of the Aggregate Retention Amount. In the event of the Executive's death after the Commencement Date and prior to the January 1999 grant of the balance of the Retention Options, the Executive's estate shall be entitled to receive a cash payment equal to the balance of the Aggregate Retention Amount in lieu of the Retention Options.

Retention Payments. (Aa) In addition to the Annual Base Salary and Annual Bonus, the Executive shall be entitled to receive payments and awards from a $68,000,000 retention pool (the "Retention Pool") in the an aggregate amount set forth on Exhibit A hereto of $5 million (the "Aggregate Retention Amount"). The Retention Pool and the Aggregate Retention Amount shall be payable as to 44% of such amounts in cash and as to 56% of such amounts in non-qualified stock options to acquire shares of KeyCorp common stock (the "Retention Options"). The aggregate number of Retention Options to be granted as a percentage of the Retention Pool shall be determined as of the date hereof based on the Black-Scholes option pricing model at a .315 valuation (the "Valuation Method"). Retention Options with a value (based on the Valuation Method) equal to the non-cash portion of the Aggregate Retention Amount shall be granted to the Executive in two portions with at least one-half of such Retention Options granted on the Commencement Date and the remaining portion granted before January 31, 1999. The Retention Options (i) shall have an exercise price equal to the fair market value of KeyCorp common stock on the date of grant, (ii) shall have an option expiration date of ten years from the date of grant (the "Option Term"), (iii) shall vest as provided in paragraph (Bb) below and (iv) shall be exercisable after becoming vested during the periods provided in the KeyCorp Amended and Restated 1991 Equity Compensation Plan as in effect as of the date hereof, provided, however, that KeyCorp shall use its best efforts to obtain approval from KeyCorp's Compensation and Organization Committee to provide the Executive with a two-year post termination of employment exercise period, except upon a termination for Cause (as defined herein) or without Good Reason (as defined herein). In no event shall the Retention Options be exercisable beyond the Option Term. (Bb) The Retention Pool and the Aggregate Retention Amount, including the Retention Options granted in satisfaction thereof (whether granted on the Commencement Date or otherwise), shall vest in the percentages, and be payable or exercisable, as the case may be, on the dates set forth below or if earlier as provided in the next following sentence: Vesting & Payment Date Retention % ---------------------- ------------ ----------- 2nd Anniversary of Commencement Date 33-1/3 40 3rd Anniversary of Commencement Date 66-2/3 20 4th Anniversary 20 5th Anniversary 20 If the Company shall terminate the Executive's employment other than for Cause, including by reason of the Executive's Disability (as defined herein), or the Executive shall terminate employment for Good Reason or due to his death, or upon the occurrence of circumstances constituting a breach by the Company of Section 2(a)(i2(a) and Exhibit A (i) in a manner that would result in constitute Good Reason pursuant to Section 3(c)(A3 (c) (A) but in which the Executive does not terminate his employment, the cash portion of the Aggregate Retention Amount and the Retention Options shall become fully vested and immediately payable or exercisable, as the case may be. If after the Commencement Date and prior to the January 1999 grant of the balance of the Retention Options, the Executive's employment terminates under any of the circumstances described in the preceding sentence (other than death), KeyCorp shall either make a cash payment or grant Retention Options equal to the balance of the Aggregate Retention Amount. In the event of the Executive's death after the Commencement Date and prior to the January 1999 grant of the balance of the Retention Options, the Executive's estate shall be entitled to receive a cash payment equal to the balance of the Aggregate Retention Amount in lieu of the Retention Options.

Retention Payments. (Aa) In addition to the Annual Base Salary and Annual Bonus, the Executive shall be entitled to receive payments and awards from a $68,000,000 retention pool (the "Retention Pool") in the an aggregate amount set forth on Exhibit A hereto of $5 million (the "Aggregate Retention Amount"). The Retention Pool and the Aggregate Retention Amount shall be payable as to 44% of such amounts in cash and as to 56% of such amounts in non-qualified stock options to acquire shares of KeyCorp common stock (the "Retention Options"). The aggregate number of Retention Options to be granted as a percentage of the Retention Pool shall be determined as of the date hereof based on the Black-Scholes option pricing model at a .315 valuation (the "Valuation Method"). Retention Options with a value (based on the Valuation Method) equal to the non-cash portion of the Aggregate Retention Amount shall be granted to the Executive in two portions with at least one-half of such Retention Options granted on the Commencement Date and the remaining portion granted before January 31, 1999. The Retention Options (i) shall have an exercise price equal to the fair market value of KeyCorp common stock on the date of grant, (ii) shall have an option expiration date of ten years from the date of grant (the "Option Term"), (iii) shall vest as provided in paragraph (Bb) below and (iv) shall be exercisable after becoming vested during the periods provided in the KeyCorp Amended and Restated 1991 Equity Compensation Plan as in effect as of the date hereof, provided, however, that KeyCorp shall use its best efforts to obtain approval from KeyCorp's Compensation and Organization Committee to provide the Executive with a two-year post termination of employment exercise period, except upon a termination for Cause (as defined herein) or without Good Reason (as defined herein). In no event shall the Retention Options be exercisable beyond the Option Term. (Bb) The Retention Pool and the Aggregate Retention Amount, including the Retention Options granted in satisfaction thereof (whether granted on the Commencement Date or otherwise), shall vest in the percentages, and be payable or exercisable, as the case may be, on the dates set forth below or if earlier as provided in the next following sentence: Vesting & Payment Date Retention % ---------------------- ----------- 2nd Anniversary of Commencement Date 33-1/3 40 3rd Anniversary of Commencement Date 66-2/3 20 4th Anniversary 20 5th Anniversary 20 If the Company shall terminate the Executive's employment other than for Cause, including by reason of the Executive's Disability (as defined herein), or the Executive shall terminate employment for Good Reason or due to his death, or upon the occurrence of circumstances constituting a breach by the Company of Section 2(a)(i) and Exhibit A in a manner that would result in constitute Good Reason pursuant to Section 3(c)(A) but in which the Executive does not terminate his employment, the cash portion of the Aggregate Retention Amount and the Retention Options shall become fully vested and immediately payable or exercisable, as the case may be. If after the Commencement Date and prior to the January 1999 grant of the balance of the Retention Options, the Executive's employment terminates under any of the circumstances described in the preceding sentence (other than death), KeyCorp shall either make a cash payment or grant Retention Options equal to the balance of the Aggregate Retention Amount. In the event of the Executive's death after the Commencement Date and prior to the January 1999 grant of the balance of the Retention Options, the Executive's estate shall be entitled to receive a cash payment equal to the balance of the Aggregate Retention Amount in lieu of the Retention Options.