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Exhibit 10.5
KEYCORP
NON-QUALIFIED GRANT AGREEMENT
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By action of the Compensation and Organization Committee ("Committee")
of the Board of Directors of KeyCorp, taken pursuant to the KeyCorp Amended and
Restated 1991 Equity Compensation Plan ("Plan") on November 15, 2000, you have
been granted Non-Qualified Stock Options (the "Options") effective on such date
(the "Option Grant Date") to purchase 200,000 Common Shares at a price of
$22.9375 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 Options, during the
period as set forth below and ending November 15, 2010. (Unless otherwise
indicated, the capitalized terms used herein shall have the same meaning as set
forth in the Plan).
1. Subject to earlier vesting as provided in Section 2 below, 66,667
Options shall become vested and exercisable on November 15, 2001, 66,667 Options
shall become vested and exercisable on November 15, 2002, and 66,666 Options
shall become vested and exercisable on November 15, 2003.
2. The Options shall also vest and become exercisable as of immediately
prior to the termination of your employment in all cases except when your
employment is terminated for "Cause," by "Voluntary Resignation before the end
of the Scheduled Term," or as a result of death or disability. Upon vesting and
becoming exercisable (whether pursuant to the preceding sentence, Section 1
above, or otherwise) the Options shall remain vested and exercisable through
November 15, 2010 (as fully as if you continued to be employed through that
date) unless your employment was terminated for "Cause" or by "Voluntary
Resignation before the end of the Scheduled Term". In the event that your
employment is terminated because of death or disability, the provisions of the
Plan shall govern the vesting and exercisability of the Options. In the event
that your employment is terminated for "Cause" or by "Voluntary Resignation
before the end of the Scheduled Term," the Options shall: (i) in the case of
"Cause," immediately be forfeited and cease to be exercisable, and (ii) in the
case of "Voluntary Resignation before the end of the Scheduled Term," those
Options which have not vested shall be terminated and those Options which have
vested shall be exercisable pursuant to the provisions of the Plan. The terms
"Cause" and "Voluntary Resignation before the end of the Scheduled Term" shall
have the meanings given to them in the Amended and Restated Employment
Agreement, dated as of November 21, 1996, between you and KeyCorp as heretofore
or hereafter amended or restated from time to time (the "Employment Agreement").
3. If, after written notice from KeyCorp, you shall engage in any
"Competitive Activity" (as defined in your Employment Agreement) in violation of
your Employment Agreement within one year after Employment Termination Date,
then any Profits realized upon the exercise of any
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Option the subject of this Agreement on or after one year prior to the
Employment Termination Date shall inure to KeyCorp. If any Profits realized upon
the exercise of any Option the subject of this Agreement inure to the benefit of
KeyCorp in accordance with the first sentence of this paragraph, you shall pay
all such Profits to KeyCorp within 30 days after first engaging in any such
Competitive Activity and all unexercised Options the subject of this Agreement
shall immediately be forfeited and canceled.
For purposes of this Agreement:
"Profit" shall mean, with respect to any Option, the
positive spread between the Fair Market Value of a Common
Share on the date of exercise and the exercise price
multiplied by the number of shares exercised under the
Option.
4. If KeyCorp prior to May 15, 2001 enters into a transaction intended
to qualify as a pooling of interests for accounting purposes the Options the
subject of this Agreement shall become void as if they were never granted in the
event that KeyCorp shall receive an opinion from Ernst & Young or advice from
the Securities and Exchange Commission that such grant will cause KeyCorp to be
unable to account for the transaction as a pooling of interests.
The Options shall be governed by the terms, conditions, and provisions
of the Plan, including, without limitation, Section 11 thereof.
This Agreement may not be modified, amended or waived except by an
instrument in writing signed by both parties hereto.
November 15, 2000
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Xxxxxx X. Xxxxxxxx
Executive Vice President
ACCEPTANCE
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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.
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