1
EXHIBIT 10.35
KEYCORP
NON-QUALIFIED GRANT AGREEMENT
PERFORMANCE OPTION
Name of Optionee
By action of the Equity Based Compensation Committee ("Committee") of
the Board of Directors of KeyCorp, taken pursuant to the KeyCorp Amended and
Restated 1991 Equity Compensation Plan ("Plan") on January 15, 1997, you have
been granted a Non-Qualified Stock Option (the "Option") effective on such date
(the "Option Grant Date") to purchase ____ Common Shares at a price of $52.312
per share (the "Exercise Price"), which may be exercised, subject to the
provisions of the Plan, from time to time, in part or with respect to the full
number of Common Shares then remaining subject to the Option, during the period
commencing on the Vesting Date (as hereinafter defined) and ending January 15,
2007. (Unless otherwise indicated, the capitalized terms used herein shall have
the same meaning as set forth in the Plan).
The Vesting Date shall be the earlier of:
1. The first date on which the conditions in (a) and (b) below
have been satisfied:
(a) The Fair Market Value of a Common Share exceeds
$74.00 for seven consecutive trading days during the
period beginning on the Option Grant Date and ending
December 31, 2000, $82.00 for seven consecutive
trading days during the period beginning on the sixth
trading day before January 1, 2001 and ending on
December 31, 2001, or $90.00 for seven consecutive
trading days during the period beginning on the sixth
trading day before January 1, 2002 and ending on
December 31, 2002, and
(b) KeyCorp's earnings per Common Share equal or exceed
$5.20 per Common Share for the year 1999 or any
calendar year prior thereto or $5.84 per Common Share
for the year 2000, or
2. The first day on which a Change of Control occurs after the
Option Grant Date and on or before December 31, 2002;
provided, however, if no Change of Control has occurred on or
before December 31, 2000 and the earnings per Common Share
condition in 1(b) above has not been satisfied for a year
ending on or before December 31, 2000, the Option shall
terminate on December 31, 2000.
2
The Option shall terminate on December 31, 2002 unless the Vesting Date
occurs on or before that date or unless the Option has been earlier terminated
in accordance with the proviso contained in 2 above. For purposes of 1(b) above,
earnings per Common Share shall be determined on the same basis as KeyCorp
reports earnings per Common Share in its annual report on Form 10-K (or any
successor form) filed with the Securities and Exchange Commission, adjusted for
the effects of unusual events (such as gains or losses from the sale of
subsidiaries or deposits in excess of 3% of average deposits or other
significant extraordinary items), all as determined by the Committee in its sole
discretion. In the event your employment with KeyCorp and its subsidiaries
terminates under any circumstances, including as a result of retirement,
disability or death, prior to the Vesting Date, the Option shall terminate.
The Option shall be governed by the terms, conditions, and provisions
of the Plan.
January 15, 1997
-------------------------
Xxxxxx X. Xxxxxxxxx
Chairman of the Board and
Chief Executive Officer
ACCEPTANCE
----------
The undersigned hereby acknowledges receipt of the Plan, agrees to be
bound by the foregoing Agreement and agrees and consents to the terms,
conditions, and provisions of the Agreement, Plan and the Award evidenced by
this Agreement.
-------------------------
