Common use of Certain Terminations Clause in Contracts

Certain Terminations. Notwithstanding Section 1(a), if, prior to the Vesting Date: (i) the Participant’s continuous employment is terminated as a result of the Participant’s death, the unvested Options shall immediately vest and become exercisable, and the Participant’s estate shall have up to 4 years following the Participant’s date of death to exercise the vested Options (but in no event later than the Expiration Date). (ii) the Participant’s continuous employment is terminated as a result of the Participant’s Disability, the Options shall immediately vest and become exercisable, and the Participant shall have up to 5 years following the Participant’s termination of employment to exercise the vested Options (but in no event later than the Expiration Date). (iii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (1) for any unvested Options that were granted one year or more prior to the Participant’s effective termination date, continue to vest in such Options which shall become exercisable on the scheduled Vesting Date(s), and (2) for any unvested Options that were granted less than one year prior to Participant’s effective termination date, immediately vest in a pro rata portion of such Options, which Options shall become immediately exercisable. Key may, in its sole discretion, provide that any unvested Options that would otherwise be subject to Section 1(b)(iii)(2) (i.e., vest in a pro rata portion as a result of Retirement because such Options were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(iii)(1) (i.e., continue to vest). The Participant shall have up to 5 years following his or her effective termination date to exercise the vested Options (but in no event later than the Expiration Date.) (iv) the Participant’s continuous employment is terminated as a result of the Participant’s Voluntary Resignation on or after attaining the age of 55 and completion of at least 5 years of service, a pro rata portion of the unvested Options shall immediately vest and become exercisable, and the Participant shall have up to 5 years following his or her effective termination date to exercise the vested Options (but in no event later than the Expiration Date). (v) the Participant’s continuous employment is terminated as a result of the Participant’s Termination Under Limited Circumstances, subject to the Participant executing a release of claims in Key’s favor in a form agreeable to Key, the unvested Options shall vest and become exercisable on the scheduled Vesting Date(s), and the Participant shall have up to 5 years following Termination Under Limited Circumstances to exercise the vested Options (but in no event later than the Expiration Date); provided, however, that should Key determine, in its sole discretion, that full vesting of any unvested Options would result in the unjust enrichment of the Participant, Key may provide, instead, that the Participant will vest only in a pro rata portion of any unvested Options.

Certain Terminations. Notwithstanding Section 1(a), if, prior anything to the Vesting Date: contrary set forth in any employment agreement between the Optionee and the Company, the Plan or this Agreement, upon the termination of employment of the Optionee (i) the Participant’s continuous employment is terminated as a result of the ParticipantOptionee’s deathdeath or Disability, by the unvested Options shall immediately vest and become exercisableCompany, and or any of its Subsidiaries, for Cause, by the Participant’s estate shall have up to 4 years following the Participant’s date of death to exercise the vested Options (but in no event later than the Expiration Date). (ii) the Participant’s continuous employment is terminated Optionee without Good Reason or as a result of the ParticipantOptionee’s DisabilityRetirement, all unvested Performance-Vesting Options shall be cancelled and forfeited, or (ii) by the Company, or any of its Subsidiaries, without Cause or by the Optionee for Good Reason: (A) all Non-Eligible Performance-Vesting Options shall immediately be canceled and forfeited; (B) all unvested Eligible Performance-Vesting Options that do not remain outstanding and eligible to vest pursuant to Section 4.2(b)(ii)(C) hereof shall be canceled and become exercisableforfeited; and (C) the Applicable Percentage of each of the Eligible Tranche I Performance Options, Eligible Tranche II Performance Options, and Eligible Tranche III Performance Options, respectively, shall remain outstanding and be eligible to vest in accordance with the Participant applicable measurement standard set forth in Section 4.2(a), where one-third (1/3) of such Eligible Performance-Vesting Options that remain outstanding and eligible to vest pursuant to the foregoing provision shall have up be subject to 5 years the stock price threshold of $60 per Share, one-third (1/3) of such Eligible Performance-Vesting Options shall be subject to the stock price threshold of $80 per Share, and one-third (1/3) of such Eligible Performance-Vesting Options shall be subject to the stock price threshold of $100 per Share, respectively. Notwithstanding anything set forth in Section 7 to the contrary, the number of Performance-Vesting Options that vest pursuant to this Section 4.2(b) following the Participantdate of the Optionee’s termination of employment shall continue to exercise be exercisable in whole or in part at any time for six (6) months following the date that such options become vested Options (and exercisable in accordance with this Section 4.2(b), but in no event later than after the Expiration Date). (iii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (1) for any unvested Options that were granted one year or more prior to the Participant’s effective termination date, continue to vest in such Options which shall become exercisable on the scheduled Vesting Date(s), and (2) for any unvested Options that were granted less than one year prior to Participant’s effective termination date, immediately vest in a pro rata portion of such Options, which Options shall become immediately exercisable. Key may, in its sole discretion, provide that any unvested Options that would otherwise be subject to Section 1(b)(iii)(2) (i.e., vest in a pro rata portion as a result of Retirement because such Options were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(iii)(1) (i.e., continue to vest). The Participant shall have up to 5 years following his or her effective termination date to exercise the vested Options (but in no event later than the Exercise Expiration Date.) (iv) the Participant’s continuous employment is terminated as a result of the Participant’s Voluntary Resignation on or after attaining the age of 55 and completion of at least 5 years of service, a pro rata portion of the unvested Options shall immediately vest and become exercisable, and the Participant shall have up to 5 years following his or her effective termination date to exercise the vested Options (but in no event later than the Expiration Date). (v) the Participant’s continuous employment is terminated as a result of the Participant’s Termination Under Limited Circumstances, subject to the Participant executing a release of claims in Key’s favor in a form agreeable to Key, the unvested Options shall vest and become exercisable on the scheduled Vesting Date(s), and the Participant shall have up to 5 years following Termination Under Limited Circumstances to exercise the vested Options (but in no event later than the Expiration Date); provided, however, that should Key determine, in its sole discretion, that full vesting of any unvested Options would result in the unjust enrichment of the Participant, Key may provide, instead, that the Participant will vest only in a pro rata portion of any unvested Options.

Certain Terminations. Notwithstanding Section 1(a), if, prior anything to the Vesting Date: contrary set forth in any employment agreement between the Optionee and the Company, the Plan or this Agreement, upon the termination of employment of the Optionee (i) the Participant’s continuous employment is terminated as a result of the ParticipantOptionee’s deathdeath or Disability, by the unvested Options shall immediately vest and become exercisableCompany, and or any of its Subsidiaries, for Cause, by the Participant’s estate shall have up to 4 years following the Participant’s date of death to exercise the vested Options (but in no event later than the Expiration Date). (ii) the Participant’s continuous employment is terminated Optionee without Good Reason or as a result of the ParticipantOptionee’s DisabilityRetirement, all unvested Performance- Vesting Options shall be cancelled and forfeited, or (ii) by the Company, or any of its Subsidiaries, without Cause or by the Optionee for Good Reason: (A) all Non-Eligible Performance-Vesting Options shall immediately be canceled and forfeited; (B) all unvested Eligible Performance-Vesting Options that do not remain outstanding and eligible to vest pursuant to Section 4.2(b)(ii)(C) hereof shall be canceled and become exercisableforfeited; and (C) the Applicable Percentage of each of the Eligible Tranche I Performance Options, Eligible Tranche II Performance Options, and Eligible Tranche III Performance Options, respectively, shall remain outstanding and be eligible to vest in accordance with the Participant applicable measurement standard set forth in Section 4.2(a), where one-third (1/3) of such Eligible Performance-Vesting Options that remain outstanding and eligible to vest pursuant to the foregoing provision shall have up be subject to 5 years the stock price threshold of $60 per Share, one-third (1/3) of such Eligible Performance-Vesting Options shall be subject to the stock price threshold of $80 per Share, and one-third (1/3) of such Eligible Performance-Vesting Options shall be subject to the stock price threshold of $100 per Share, respectively. Notwithstanding anything set forth in Section 7 to the contrary, the number of Performance-Vesting Options that vest pursuant to this Section 4.2(b) following the Participantdate of the Optionee’s termination of employment shall continue to exercise be exercisable in whole or in part at any time for six (6) months following the date that such options become vested Options (and exercisable in accordance with this Section 4.2(b), but in no event later than after the Expiration Date). (iii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (1) for any unvested Options that were granted one year or more prior to the Participant’s effective termination date, continue to vest in such Options which shall become exercisable on the scheduled Vesting Date(s), and (2) for any unvested Options that were granted less than one year prior to Participant’s effective termination date, immediately vest in a pro rata portion of such Options, which Options shall become immediately exercisable. Key may, in its sole discretion, provide that any unvested Options that would otherwise be subject to Section 1(b)(iii)(2) (i.e., vest in a pro rata portion as a result of Retirement because such Options were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(iii)(1) (i.e., continue to vest). The Participant shall have up to 5 years following his or her effective termination date to exercise the vested Options (but in no event later than the Exercise Expiration Date.) (iv) the Participant’s continuous employment is terminated as a result of the Participant’s Voluntary Resignation on or after attaining the age of 55 and completion of at least 5 years of service, a pro rata portion of the unvested Options shall immediately vest and become exercisable, and the Participant shall have up to 5 years following his or her effective termination date to exercise the vested Options (but in no event later than the Expiration Date). (v) the Participant’s continuous employment is terminated as a result of the Participant’s Termination Under Limited Circumstances, subject to the Participant executing a release of claims in Key’s favor in a form agreeable to Key, the unvested Options shall vest and become exercisable on the scheduled Vesting Date(s), and the Participant shall have up to 5 years following Termination Under Limited Circumstances to exercise the vested Options (but in no event later than the Expiration Date); provided, however, that should Key determine, in its sole discretion, that full vesting of any unvested Options would result in the unjust enrichment of the Participant, Key may provide, instead, that the Participant will vest only in a pro rata portion of any unvested Options.

Certain Terminations. Notwithstanding Subject to Section 1(a), if, prior 4(c) but otherwise notwithstanding anything to the Vesting Datecontrary set forth in the Employment Agreement, the Plan or this Agreement, upon the termination of employment of the Optionee: (i) following the Participant’s continuous employment is terminated Effective Date by the Company for Cause (as defined in the Employment Agreement), by the Optionee without Good Reason (as defined in the Employment Agreement) other than as a result of Optionee retiring from the Company at any time after the Effective Date (“Retirement”) or as a result of the Participant’s deathOptionee's death or Disability (as defined in the Employment Agreement), the any unvested Options shall immediately vest and become exercisable, and the Participant’s estate shall have up to 4 years following the Participant’s date of death to exercise the vested Options (but in no event later than the Expiration Date). (ii) the Participant’s continuous employment is terminated as a result portion of the Participant’s Disability, the Options Option shall immediately vest be cancelled and become exercisable, and the Participant shall have up to 5 years following the Participant’s termination of employment to exercise the vested Options (but in no event later than the Expiration Date). (iii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (1) for any unvested Options that were granted one year or more prior to the Participant’s effective termination date, continue to vest in such Options which shall become exercisable on the scheduled Vesting Date(s), and (2) for any unvested Options that were granted less than one year prior to Participant’s effective termination date, immediately vest in a pro rata portion of such Options, which Options shall become immediately exercisable. Key mayforfeited; provided that, in its sole discretion, provide that any unvested Options that would otherwise be subject to Section 1(b)(iii)(2) (i.e., vest in a pro rata portion the case of termination by the Optionee without Good Reason other than as a result of Retirement because such Options were granted less than one year prior to Participant’s effective termination datethe Release Date (as defined below) may instead be treated consistent with Section 1(b)(iii)(1and after the first anniversary of the Effective Date, (x) 17,500 Options shall remain outstanding and unvested until the Release Date, (i.e.y) in the absence of a Forfeiture Termination (as defined below), continue to vest). The Participant shall have up to 5 years vest on the Release Date, and (z) if vested on the Release Date, will remain exercisable for six (6) months following his or her effective termination date to exercise the vested Options (but in no event later than the Expiration Release Date.); or (ivii) following the Participant’s continuous employment is terminated Effective Date by the Company without Cause, by the Optionee as a result of Retirement or by the Participant’s Voluntary Resignation on or after attaining the age of 55 and completion of at least 5 years of service, a pro rata portion of the unvested Options shall immediately vest and become exercisable, and the Participant shall have up to 5 years following his or her effective termination date to exercise the vested Options (but in no event later than the Expiration Date). (v) the Participant’s continuous employment is terminated as a result of the Participant’s Termination Under Limited CircumstancesOptionee for Good Reason, subject to the Participant executing a release of claims in Key’s favor in a form agreeable to Key, Section 4(c): (A) the unvested Options Tranche, if any, held by Optionee that would, absent Optionee's termination of employment, vest on the Annual Vesting Date immediately following the Date of Termination (as defined in the Employment Agreement) shall vest and become exercisable upon the Date of Termination as to a number of Shares equal to 17,500 multiplied by a fraction, the numerator of which is the number of calendar days following the Annual Vesting Date immediately preceding the Date of Termination (or, in the case of the Tranche that would vest on the scheduled first Annual Vesting Date(s)Date, the Grant Date) through the Date of Termination, and the Participant shall have up denominator of which is 365; provided that if Optionee's employment is terminated by the Company without Cause or by Optionee for Good Reason in either case (x) upon or within thirty (30) calendar days before or twelve (12) months after a Change in Control, or (y) prior to 5 years following Termination Under Limited Circumstances to exercise a Change in Control at the vested Options (but request of a prospective purchaser whose proposed purchase would constitute a Change in no event later than Control upon its completion, the Expiration Date); provided, however, that should Key determine, in its sole discretion, that full vesting of any entire unvested Options would result in the unjust enrichment portion of the Participant, Key may provide, instead, that Option shall vest and become exercisable in full upon the Participant will vest only in a pro rata Date of Termination; and (B) any portion of any the Option that remains unvested Optionsafter the application of clause (A) and Section 4(c) shall be canceled and forfeited as of the Date of Termination.

Certain Terminations. Notwithstanding Subject to Section 1(a), if, prior 3(d) but otherwise notwithstanding anything to the Vesting Datecontrary set forth in the Employment Agreement, the Plan or this Agreement, upon the termination of employment of the Participant: (i) following the Participant’s continuous employment is terminated Effective Date by the Company for Cause (as defined in the Employment Agreement), by the Participant without Good Reason (as defined in the Employment Agreement) other than as a result of Participant retiring from the Company at any time after the Effective Date (“Retirement”) or as a result of the Participant’s death's death or Disability (as defined in the Employment Agreement), all unvested Restricted Shares shall be forfeited and returned to the Company; provided that, in the case of termination by the Participant without Good Reason prior to the Release Date (as defined below), the Eligible Restricted Shares that have met the Measurement Standard shall remain outstanding and unvested Options until the Release Date and, in the absence of a Forfeiture Termination (as defined below), shall immediately vest and become exercisable, and on the Participant’s estate shall Release Date to the extent vesting would have up to 4 years following occurred on the Participant’s date of death to exercise the vested Options (but in no event later than the Expiration Date).termination; or (ii) by the Participant’s continuous employment is terminated as a result of the Participant’s DisabilityCompany without Cause, the Options shall immediately vest and become exercisable, and by the Participant shall have up to 5 years following the Participant’s termination of employment to exercise the vested Options (but in no event later than the Expiration Date). (iii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (1) for any unvested Options that were granted one year or more prior to the Participant’s effective termination date, continue to vest in such Options which shall become exercisable on the scheduled Vesting Date(s), and (2) for any unvested Options that were granted less than one year prior to Participant’s effective termination date, immediately vest in a pro rata portion of such Options, which Options shall become immediately exercisable. Key may, in its sole discretion, provide that any unvested Options that would otherwise be subject to Section 1(b)(iii)(2) (i.e., vest in a pro rata portion as a result of Retirement because such Options were granted less than one year prior or by the Participant for Good Reason, subject to Participant’s effective termination dateSection 3(d): (A) may instead be treated consistent the unvested Restricted Shares shall remain outstanding and eligible to vest in accordance with Section 1(b)(iii)(13(a) until the tenth (i.e., continue to vest). The Participant shall have up to 5 years following his or her effective termination date to exercise the vested Options (but in no event later than the Expiration Date.) (iv10th) the Participant’s continuous employment is terminated as a result anniversary of the Participant’s Voluntary Resignation Effective Date as to (i) Restricted Shares that are Eligible Restricted Shares on or after attaining the age Date of 55 Termination (as defined in the Employment Agreement), and completion (ii) a number of at least 5 years Non-Eligible Restricted Shares, if any, in the group of service, a pro rata portion Restricted Shares which first would have become Eligible Restricted Shares on the anniversary of the unvested Options shall Effective Date immediately vest and following the Date of Termination equal to the number of Restricted Shares in such group multiplied by a fraction, the numerator of which is the number of calendar days following the anniversary of the Effective Date immediately preceding the Date of Termination (or, in the case of the Restricted Shares which would first have become exercisableEligible Restricted Shares on the first anniversary of the Effective Date, the Effective Date) through the Date of Termination, and the Participant shall have up to 5 years following his or her effective termination date to exercise the vested Options denominator of which is 365 (but with those Restricted Shares described in no event later than the Expiration Datethis clause (ii) becoming Eligible Restricted Shares).; and (vB) any Non-Eligible Restricted Shares that remain unvested after the Participant’s continuous employment is terminated application of clause (A) and Section 3(d) shall immediately be forfeited and returned to the Company as a result of the Participant’s Termination Under Limited Circumstances, subject to Date of Termination. In the absence of affirmative action by the Company or the Participant executing a release of claims in Key’s favor in a form agreeable to Key, terminate the unvested Options shall vest and become exercisable on the scheduled Vesting Date(s), and the Participant shall have up to 5 years following Termination Under Limited Circumstances to exercise the vested Options (but in no event later than the Expiration Date); provided, however, that should Key determine, in its sole discretion, that full vesting of any unvested Options would result in the unjust enrichment employment of the Participant, Key may provide, instead, that the expiration of the term of the Employment Agreement shall not constitute a termination of employment by the Company or by the Participant will vest only in a pro rata portion of any unvested Optionsunder this Section 3(b).

Certain Terminations. Notwithstanding Subject to Section 1(a), if, prior 4(d) but otherwise notwithstanding anything to the Vesting Datecontrary set forth in Employment Agreement, the Plan or this Agreement, upon the termination of employment of the Optionee: (i) following the Participant’s continuous employment is terminated Effective Date by the Company for Cause (as defined in the Employment Agreement), by the Optionee without Good Reason (as defined in the Employment Agreement) other than as a result of Optionee retiring from the Company at any time after the Effective Date (“Retirement”) or as a result of the Participant’s deathOptionee's death or Disability (as defined in the Employment Agreement), the all unvested Options shall immediately vest be cancelled and become exercisable, and the Participant’s estate shall have up to 4 years following the Participant’s date of death to exercise the vested Options (but in no event later than the Expiration Date). (ii) the Participant’s continuous employment is terminated as a result of the Participant’s Disability, the Options shall immediately vest and become exercisable, and the Participant shall have up to 5 years following the Participant’s termination of employment to exercise the vested Options (but in no event later than the Expiration Date). (iii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (1) for any unvested Options that were granted one year or more prior to the Participant’s effective termination date, continue to vest in such Options which shall become exercisable on the scheduled Vesting Date(s), and (2) for any unvested Options that were granted less than one year prior to Participant’s effective termination date, immediately vest in a pro rata portion of such Options, which Options shall become immediately exercisable. Key mayforfeited; provided that, in its sole discretion, provide that any unvested Options that would otherwise be subject to Section 1(b)(iii)(2) (i.e., vest in a pro rata portion the case of termination by the Optionee without Good Reason other than as a result of Retirement because such Options were granted less than one year prior to Participant’s effective termination datethe Release Date (as defined below), (x) may instead be treated consistent with Section 1(b)(iii)(1the Eligible Options that have met the applicable Measurement Standard shall remain outstanding and unvested until the Release Date, (y) in the absence of a Forfeiture Termination (i.e.as defined below), continue shall vest on the Release Date to vest). The Participant shall the extent vesting would have up to 5 years occurred on the date of termination, and (z) if vested on the Release Date, will remain exercisable for six (6) months following his or her effective termination date to exercise the vested Options (but in no event later than the Expiration Release Date.); or (ivii) following the Participant’s continuous employment is terminated Effective Date by the Company without Cause, by the Optionee as a result of Retirement or by the Participant’s Voluntary Resignation on or after attaining the age of 55 and completion of at least 5 years of serviceOptionee for Good Reason, a pro rata portion of the subject to Section 4(d): (A) unvested Options shall remain outstanding and eligible to vest in accordance with Section 4(a) until the applicable Exercise Expiration Date as to (i) Options that are Eligible Options on the Date of Termination, and (ii) a number of Non-Eligible Options, if any, in the group of Options which first would have become Eligible Options on the anniversary of the Effective Date immediately vest and following the Date of Termination equal to the number of Options in such group multiplied by a fraction, the numerator of which is the number of calendar days following the anniversary of the Effective Date immediately preceding the Date of Termination (or, in the case of Options which would first have become exercisableEligible Options on the first anniversary of the Effective Date, the Effective Date) through the Date of Termination, and the Participant denominator of which is 365 (with those Options described in this clause (ii) becoming Eligible Options); and (B) any Non-Eligible Options that remain after the application of clause (A) and Section 4(d) shall have up immediately be canceled and forfeited. In the absence of affirmative action by the Company or the Optionee to 5 years following his terminate the employment of the Optionee, the expiration of the term of the Employment Agreement shall not constitute a termination of employment by the Company or her effective termination date to exercise by the vested Options (but in no event later than the Expiration DateOptionee under this Section 4(b). (v) the Participant’s continuous employment is terminated as a result of the Participant’s Termination Under Limited Circumstances, subject to the Participant executing a release of claims in Key’s favor in a form agreeable to Key, the unvested Options shall vest and become exercisable on the scheduled Vesting Date(s), and the Participant shall have up to 5 years following Termination Under Limited Circumstances to exercise the vested Options (but in no event later than the Expiration Date); provided, however, that should Key determine, in its sole discretion, that full vesting of any unvested Options would result in the unjust enrichment of the Participant, Key may provide, instead, that the Participant will vest only in a pro rata portion of any unvested Options.

Certain Terminations. Notwithstanding Section 1(a), if, prior to the Vesting Date: (i) the Participant’s continuous employment is terminated as a result of the Participant’s death, the unvested Options shall immediately vest and become exercisable, and the Participant’s estate shall have up to 4 years following the Participant’s date of death to exercise the vested Options (but in no event later than the Expiration Date). (ii) the Participant’s continuous employment is terminated as a result of the Participant’s Disability, the Options shall immediately vest and become exercisable, and the Participant shall have up to 5 years following the Participant’s termination of employment to exercise the vested Options (but in no event later than the Expiration Date). (iii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (1) for any unvested Options that were granted one year or more prior to the Participant’s effective termination date, continue to vest in such Options which shall become exercisable on the scheduled Vesting Date(s), and (2) for any unvested Options that were granted less than one year prior to Participant’s effective termination date, immediately vest in a pro rata portion of such Options, which Options shall become immediately exercisable. Key may, in its sole discretion, provide that any unvested Options that would otherwise be subject to Section 1(b)(iii)(2) (i.e., vest in a pro rata portion as a result of Retirement because such Options were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(iii)(1) (i.e., continue to vest). The Participant shall have up to 5 years following his or her effective termination date to exercise the vested Options (but in no event later than the Expiration Date.) (iv) the Participant’s continuous employment is terminated as a result of the Participant’s Voluntary Resignation on or after attaining the age of 55 and completion of at least 5 years of service, a pro rata portion of the unvested Options shall immediately vest and become exercisable, and the Participant shall have up to 5 years following his or her effective termination date to exercise the vested Options (but in no event later than the Expiration Date). (v) the Participant’s continuous employment is terminated as a result of the Participant’s Termination Under Limited Circumstances, subject to the Participant executing a release of claims in Key’s favor in a form agreeable to Key, the unvested Options shall vest and become exercisable on the scheduled Vesting Date(s), and the Participant shall have up to 5 years following Termination Under Limited Circumstances Participant’s termination of employment with Key to exercise the vested Options (but in no event later than the Expiration Date); provided, however, that should Key determine, in its sole discretion, that full vesting of any unvested Options would result in the unjust enrichment of the Participant, or would be contrary to any Key policy, or otherwise could be detrimental to the interests of Key or its shareholders, KeyCorp may provide, instead, that the Participant will choose to vest only in a pro pro-rata portion of any the unvested OptionsOptions instead. The pro rata vesting provided for under this Award Agreement shall be determined by multiplying the number of Common Shares subject to the unvested Options as of the date of the Participant’s termination by a fraction, the numerator of which shall be the number of full months of Participant’s continuous employment from the Date of Grant through the date of termination and the denominator of which shall be number of full months between the Date of Grant and latest Vesting Date.

Certain Terminations. Notwithstanding The Employer may terminate the Employee's -------------------- employment hereunder at any time for any reason or for no reason by providing a Notice of Termination in accordance with Section 1(a2.02(c), if, prior . If the Employee's services are terminated by the Employer for any reason other than for cause as defined in Section 2.02(b) hereof and other than due to the Vesting Date: death or disability: (i) the Participant’s continuous employment is terminated as a result of Employer shall pay to the Participant’s death, Employee any base salary and other benefits earned and accrued under this Agreement prior to the unvested Options shall immediately vest and become exercisable, and the Participant’s estate shall have up to 4 years following the Participant’s date of death to exercise the vested Options (but in no event later than the Expiration Date). termination, (ii) the Participant’s continuous employment Employer shall pay to the Employee a pro-rated bonus for the year of termination in an amount equal to the product of (A) the target bonus established with respect to the Employee for such year, or if no such target is terminated as established the bonus paid or payable to the Employee for the year prior to the year of termination, multiplied by (B) a result fraction, the numerator of which is the number of days in the year of termination completed prior to such termination and the denominator of which is 365; provided that if a target bonus had been established with respect to the year of termination, a pro-rated bonus shall be payable pursuant to this Section 2.02(d)(ii) only if the performance goals established with respect to such target bonus have been achieved by the date the bonus would have been paid in the absence of the Participant’s Disability, the Options shall immediately vest and become exercisable, and the Participant shall have up to 5 years following the Participant’s Employee's termination of employment to exercise the vested Options (but in no event later than the Expiration Date). (iii) the Participant’s continuous employment is terminated Employer agrees that such termination would not be voluntary or a termination "for cause" as a result of Retirement, contemplated by any stock option or other incentive plans and any stock option or other award agreements entered into between the Participant shall, Employer and the Employee (1) for any unvested Options including agreements that were granted one year or more prior to may be entered into after the Participant’s effective termination date, continue to vest in such Options which shall become exercisable on the scheduled Vesting Date(sdate hereof), and (2) for that any unvested Options that were granted less than one year prior stock options with respect to Participant’s effective termination date, immediately vest in a pro rata portion the Employer's stock held by the Employee shall become fully exercisable as of the date of such Optionstermination and shall remain exercisable until the later of three months following the date of such termination or the expiration date of such option, which Options shall become immediately exercisable. Key maynotwithstanding any contrary vesting schedules otherwise applicable to such options, in its sole discretion, provide that any unvested Options that would otherwise be subject to Section 1(b)(iii)(2) (i.e., vest in a pro rata portion as a result of Retirement because such Options were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(iii)(1) (i.e., continue to vest). The Participant shall have up to 5 years following his or her effective termination date to exercise the vested Options (but in no event later than the Expiration Date.) (iv) the Participant’s continuous employment is terminated as a result Employer will continue to pay the Employee, for the balance of the Participant’s Voluntary Resignation on or after attaining the age of 55 and completion of at least 5 years of serviceTerm, a pro rata portion his base salary as of the unvested Options shall immediately vest and become exercisabledate of such termination, and the Participant shall have up to 5 years following his or her effective termination date to exercise the vested Options (but in no event later than the Expiration Date). (v) the Participant’s continuous employment is terminated as a result of Employee shall have no further rights hereunder. Such continued payments will be made at the Participant’s Termination Under Limited Circumstances, subject times and in the manner they would have been made to the Participant executing a release of claims in Key’s favor in a form agreeable to Key, the unvested Options shall vest and become exercisable on the scheduled Vesting Date(s), and the Participant shall have up to 5 years following Termination Under Limited Circumstances to exercise the vested Options (but in no event later than the Expiration Date); provided, however, that should Key determine, in its sole discretion, that full vesting of any unvested Options would result Employee in the unjust enrichment absence of the Participant, Key may provide, instead, that the Participant will vest only in a pro rata portion of any unvested Optionssuch termination.

Certain Terminations. Notwithstanding Subject to Section 1(a4(c) but otherwise notwithstanding anything to the contrary set forth in the Employment Agreement, the Plan or this Agreement, upon the termination of employment of the Optionee: (i)following the Effective Date by the Company for Cause (as defined in the Employment Agreement), if, prior to by the Vesting Date: Optionee without Good Reason (ias defined in the 2 Employment Agreement) other than as a result of Optionee retiring from the Participant’s continuous employment is terminated Company at any time after the Effective Date (“Retirement”) or as a result of the Participant’s deathOptionee's death or Disability (as defined in the Employment Agreement), the any unvested Options shall immediately vest and become exercisable, and the Participant’s estate shall have up to 4 years following the Participant’s date of death to exercise the vested Options (but in no event later than the Expiration Date). (ii) the Participant’s continuous employment is terminated as a result portion of the Participant’s Disability, the Options Option shall immediately vest be cancelled and become exercisable, and the Participant shall have up to 5 years following the Participant’s termination of employment to exercise the vested Options (but in no event later than the Expiration Date). (iii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (1) for any unvested Options that were granted one year or more prior to the Participant’s effective termination date, continue to vest in such Options which shall become exercisable on the scheduled Vesting Date(s), and (2) for any unvested Options that were granted less than one year prior to Participant’s effective termination date, immediately vest in a pro rata portion of such Options, which Options shall become immediately exercisable. Key mayforfeited; provided that, in its sole discretion, provide that any unvested Options that would otherwise be subject to Section 1(b)(iii)(2) (i.e., vest in a pro rata portion the case of termination by the Optionee without Good Reason other than as a result of Retirement because such Options were granted less than one year prior to Participant’s effective termination datethe Release Date (as defined below) may instead be treated consistent with Section 1(b)(iii)(1and after the first anniversary of the Effective Date, (x) 17,500 Options shall remain outstanding and unvested until the Release Date, (i.e.y) in the absence of a Forfeiture Termination (as defined below), continue to vest). The Participant shall have up to 5 years vest on the Release Date, and (z) if vested on the Release Date, will remain exercisable for six (6) months following his the Release Date; or her effective termination date to exercise (ii)following the vested Options (but in no event later than Effective Date by the Expiration Date.) (iv) Company without Cause, by the Participant’s continuous employment is terminated Optionee as a result of Retirement or by the Participant’s Voluntary Resignation on or after attaining the age of 55 and completion of at least 5 years of service, a pro rata portion of the unvested Options shall immediately vest and become exercisable, and the Participant shall have up to 5 years following his or her effective termination date to exercise the vested Options (but in no event later than the Expiration Date). (v) the Participant’s continuous employment is terminated as a result of the Participant’s Termination Under Limited CircumstancesOptionee for Good Reason, subject to Section 4(c): (A)the unvested Tranche, if any, held by Optionee that would, absent Optionee's termination of employment, vest on the Participant executing a release Annual Vesting Date immediately following the Date of claims Termination (as defined in Key’s favor in a form agreeable to Key, the unvested Options Employment Agreement) shall vest and become exercisable upon the Date of Termination as to a number of Shares equal to 17,500 multiplied by a fraction, the numerator of which is the number of calendar days following the Annual Vesting Date immediately preceding the Date of Termination (or, in the case of the Tranche that would vest on the scheduled first Annual Vesting Date(s)Date, the Grant Date) through the Date of Termination, and the Participant shall have up denominator of which is 365; provided that if Optionee's employment is terminated by the Company without Cause or by Optionee for Good Reason in either case (x) upon or within thirty (30) calendar days before or twelve (12) months after a Change in Control, or (y) prior to 5 years following Termination Under Limited Circumstances to exercise a Change in Control at the vested Options (but request of a prospective purchaser whose proposed purchase would constitute a Change in no event later than Control upon its completion, the Expiration Date); provided, however, that should Key determine, in its sole discretion, that full vesting of any entire unvested Options would result in the unjust enrichment portion of the Participant, Key may provide, instead, that Option shall vest and become exercisable in full upon the Participant will vest only in a pro rata Date of Termination; and (B)any portion of any the Option that remains unvested Optionsafter the application of clause (A) and Section 4(c) shall be canceled and forfeited as of the Date of Termination. In the absence of affirmative action by the Company or the Optionee to terminate the employment of the Optionee, the expiration of the term of the Employment Agreement shall not constitute a termination of employment by the Company or by the Optionee under this Section 4(b). For purposes of this Agreement, “Change in Control” shall mean (a) “Change of Control” as defined under the Employment Agreement.

Certain Terminations. Notwithstanding Subject to Section 1(a), if, prior 3(c) but otherwise notwithstanding anything to the Vesting Datecontrary set forth in the Employment Agreement, the Plan or this Agreement, upon the termination of employment of the Participant: (i) following the Participant’s continuous employment is terminated Effective Date by the Company for Cause (as defined in the Employment Agreement), by the Participant without Good Reason (as defined in the Employment Agreement) other than as a result of Participant retiring from the Company at any time after the Effective Date (“Retirement”) or as a result of the Participant’s death's death or Disability (as defined in the Employment Agreement), any unvested Restricted Shares shall be forfeited and returned to the Company; provided that, in the case of termination by the Participant without Good Reason other than as a result of Retirement prior to the Release Date (as defined below) and after the first anniversary of the Effective Date, 25,000 Restricted Shares shall remain outstanding and unvested Options until the Release Date and, in the absence of a Forfeiture Termination (as defined below), shall immediately vest and become exercisable, and on the Participant’s estate shall have up to 4 years following the Participant’s date of death to exercise the vested Options (but in no event later than the Expiration Release Date).; or (ii) following the Participant’s continuous employment is terminated as a result of Effective Date by the Participant’s DisabilityCompany without Cause, the Options shall immediately vest and become exercisable, and or by the Participant shall have up to 5 years following the Participant’s termination of employment to exercise the vested Options (but in no event later than the Expiration Date). (iii) the Participant’s continuous employment is terminated for Good Reason or as a result of Retirement, the Participant shall, (1) for any unvested Options that were granted one year or more prior to the Participant’s effective termination date, continue to vest in such Options which shall become exercisable on the scheduled Vesting Date(s), and (2) for any unvested Options that were granted less than one year prior to Participant’s effective termination date, immediately vest in a pro rata portion of such Options, which Options shall become immediately exercisable. Key may, in its sole discretion, provide that any unvested Options that would otherwise be subject to Section 1(b)(iii)(23(c): (A) (i.e.the unvested Tranche, if any, held by Participant that would, absent Participant's termination of employment, vest on the Annual Vesting Date immediately following the Date of Termination (as defined in the Employment Agreement) shall vest upon the Date of Termination in a pro rata portion prorated amount as to a result number of Retirement because such Options were granted less than one year prior Restricted Shares equal to 25,000 multiplied by a fraction, the numerator of which is the number of calendar days following the Annual Vesting Date immediately preceding the Date of Termination (or, in the case of the Tranche that would vest on the first Annual Vesting Date, the Grant Date) through the Date of Termination, and the denominator of which is 365; provided that if Participant’s effective termination date) may instead be treated consistent with Section 1(b)(iii)(1) (i.e., continue to vest). The Participant shall have up to 5 years following his or her effective termination date to exercise the vested Options (but in no event later than the Expiration Date.) (iv) the Participant’s continuous 's employment is terminated by the Company without Cause or by Participant for Good Reason in either case (x) upon or within thirty (30) calendar days before or twelve (12) months after a Change in Control, or (y) prior to a Change in Control at the request of a prospective purchaser whose proposed purchase would constitute a Change in Control upon its completion, all unvested Restricted Shares shall vest in full upon the Date of Termination; and (B) any Restricted Shares that remain unvested after the application of clause (A) and Section 3(c) shall be forfeited and returned to the Company as a result of the Participant’s Voluntary Resignation on or after attaining the age Date of 55 and completion of at least 5 years of service, a pro rata portion of the unvested Options shall immediately vest and become exercisable, and the Participant shall have up to 5 years following his or her effective termination date to exercise the vested Options (but in no event later than the Expiration Date)Termination. (v) the Participant’s continuous employment is terminated as a result of the Participant’s Termination Under Limited Circumstances, subject to the Participant executing a release of claims in Key’s favor in a form agreeable to Key, the unvested Options shall vest and become exercisable on the scheduled Vesting Date(s), and the Participant shall have up to 5 years following Termination Under Limited Circumstances to exercise the vested Options (but in no event later than the Expiration Date); provided, however, that should Key determine, in its sole discretion, that full vesting of any unvested Options would result in the unjust enrichment of the Participant, Key may provide, instead, that the Participant will vest only in a pro rata portion of any unvested Options.

Certain Terminations. Notwithstanding Subject to Section 1(a), if, prior 4(c) but otherwise notwithstanding anything to the Vesting Datecontrary set forth in the Employment Agreement, the Plan or this Agreement, upon the termination of employment of the Optionee: (i) following the Participant’s continuous employment is terminated CEO Effective Date by the Company for Cause (as defined in the Employment Agreement), by the Optionee without Good Reason (as defined in the Employment Agreement) or as a result of the ParticipantOptionee’s deathdeath or Disability (as defined in the Employment Agreement), any unvested portion of the unvested Options Option shall immediately vest be cancelled and become exercisable, and the Participant’s estate shall have up to 4 years following the Participant’s date of death to exercise the vested Options (but in no event later than the Expiration Date).forfeited; (ii) the Participant’s continuous employment is terminated as a result of the Participant’s Disability, the Options shall immediately vest and become exercisable, and the Participant shall have up to 5 years following the ParticipantCEO Effective Date by the Company without Cause or by the Optionee for Good Reason, subject to Section 4(c): (A) the unvested Tranche, if any, held by Optionee that would, absent Optionee’s termination of employment to exercise the vested Options (but in no event later than the Expiration Date). (iii) the Participant’s continuous employment is terminated as a result of Retirementemployment, the Participant shall, (1) for any unvested Options that were granted one year or more prior to the Participant’s effective termination date, continue to vest in such Options which shall become exercisable on the scheduled Annual Vesting Date(s), and Date immediately following the Date of Termination (2as defined in the Employment Agreement) for any unvested Options that were granted less than one year prior to Participant’s effective termination date, immediately vest in a pro rata portion of such Options, which Options shall become immediately exercisable. Key may, in its sole discretion, provide that any unvested Options that would otherwise be subject to Section 1(b)(iii)(2) (i.e., vest in a pro rata portion as a result of Retirement because such Options were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(iii)(1) (i.e., continue to vest). The Participant shall have up to 5 years following his or her effective termination date to exercise the vested Options (but in no event later than the Expiration Date.) (iv) the Participant’s continuous employment is terminated as a result of the Participant’s Voluntary Resignation on or after attaining the age of 55 and completion of at least 5 years of service, a pro rata portion of the unvested Options shall immediately vest and become exercisable, and the Participant shall have up to 5 years following his or her effective termination date to exercise the vested Options (but in no event later than the Expiration Date). (v) the Participant’s continuous employment is terminated as a result of the Participant’s Termination Under Limited Circumstances, subject to the Participant executing a release of claims in Key’s favor in a form agreeable to Key, the unvested Options shall vest and become exercisable upon the Date of Termination as to a number of Shares equal to 50,000 multiplied by a fraction, the numerator of which is the number of calendar days following the Annual Vesting Date immediately preceding the Date of Termination (or, in the case of the Tranche that would vest on the scheduled first Annual Vesting Date(s)Date, the Grant Date) through the Date of Termination, and the Participant shall have up denominator of which is 365; provided that if Optionee’s employment is terminated by the Company without Cause or by Optionee for Good Reason in either case (x) upon or within thirty (30) calendar days before or twelve (12) months after a Change in Control, or (y) prior to 5 years following Termination Under Limited Circumstances to exercise a Change in Control at the vested Options (but request of a prospective purchaser whose proposed purchase would constitute a Change in no event later than Control upon its completion, the Expiration Date); provided, however, that should Key determine, in its sole discretion, that full vesting of any entire unvested Options would result in the unjust enrichment portion of the Participant, Key may provide, instead, that Option shall vest and become exercisable in full upon the Participant will vest only in a pro rata Date of Termination; and (B) any portion of the Option that remains unvested after the application of clause (A) shall be canceled and forfeited as of the Date of Termination; or (iii) prior to the CEO Effective Date for any unvested Optionsreason, the entire Option shall be canceled and forfeited as of the Date of Termination.

Certain Terminations. Notwithstanding Subject to Section 1(a4(d) but otherwise notwithstanding anything to the contrary set forth in Employment Agreement, the Plan or this Agreement, upon the termination of employment of the Optionee: (i)following the Effective Date by the Company for Cause (as defined in the Employment Agreement), if, prior to by the Vesting Date: Optionee without Good Reason (ias defined in the Employment Agreement) other than as a result of Optionee retiring from the Participant’s continuous employment is terminated Company at any time after the Effective Date (“Retirement”) or as a result of the Participant’s deathOptionee's death or Disability (as defined in the Employment Agreement), the all unvested Options shall immediately vest be cancelled and become exercisable, and the Participant’s estate shall have up to 4 years following the Participant’s date of death to exercise the vested Options (but in no event later than the Expiration Date). (ii) the Participant’s continuous employment is terminated as a result of the Participant’s Disability, the Options shall immediately vest and become exercisable, and the Participant shall have up to 5 years following the Participant’s termination of employment to exercise the vested Options (but in no event later than the Expiration Date). (iii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (1) for any unvested Options that were granted one year or more prior to the Participant’s effective termination date, continue to vest in such Options which shall become exercisable on the scheduled Vesting Date(s), and (2) for any unvested Options that were granted less than one year prior to Participant’s effective termination date, immediately vest in a pro rata portion of such Options, which Options shall become immediately exercisable. Key mayforfeited; provided that, in its sole discretion, provide that any unvested Options that would otherwise be subject to Section 1(b)(iii)(2) (i.e., vest in a pro rata portion the case of termination by the Optionee without Good Reason other than as a result of Retirement because such Options were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(iii)(1) the Release Date (i.e.as defined below), continue to vest). The Participant shall have up to 5 years following his or her effective termination date to exercise the vested Options (but in no event later than the Expiration Date.) (ivx) the Participant’s continuous employment is terminated Eligible 5 Options that have met the applicable Measurement Standard shall remain outstanding and unvested until the Release Date, (y) in the absence of a Forfeiture Termination (as defined below), shall vest on the Release Date to the extent vesting would have occurred on the date of termination, and (z) if vested on the Release Date, will remain exercisable for six (6) months following the Release Date; or (ii)following the Effective Date by the Company without Cause, by the Optionee as a result of Retirement or by the Participant’s Voluntary Resignation Optionee for Good Reason, subject to Section 4(d): (A)unvested Options shall remain outstanding and eligible to vest in accordance with Section 4(a) until the applicable Exercise Expiration Date as to (i) Options that are Eligible Options on or after attaining the age Date of 55 Termination, and completion (ii) a number of at least 5 years Non-Eligible Options, if any, in the group of service, a pro rata portion Options which first would have become Eligible Options on the anniversary of the unvested Effective Date immediately following the Date of Termination equal to the number of Options shall in such group multiplied by a fraction, the numerator of which is the number of calendar days following the anniversary of the Effective Date immediately vest and preceding the Date of Termination (or, in the case of Options which would first have become exercisableEligible Options on the first anniversary of the Effective Date, the Effective Date) through the Date of Termination, and the Participant denominator of which is 365 (with those Options described in this clause (ii) becoming Eligible Options); and (B)any Non-Eligible Options that remain after the application of clause (A) and Section 4(d) shall have up immediately be canceled and forfeited. In the absence of affirmative action by the Company or the Optionee to 5 years following his terminate the employment of the Optionee, the expiration of the term of the Employment Agreement shall not constitute a termination of employment by the Company or her effective termination date to exercise by the vested Options (but in no event later than the Expiration DateOptionee under this Section 4(b). (v) the Participant’s continuous employment is terminated as a result of the Participant’s Termination Under Limited Circumstances, subject to the Participant executing a release of claims in Key’s favor in a form agreeable to Key, the unvested Options shall vest and become exercisable on the scheduled Vesting Date(s), and the Participant shall have up to 5 years following Termination Under Limited Circumstances to exercise the vested Options (but in no event later than the Expiration Date); provided, however, that should Key determine, in its sole discretion, that full vesting of any unvested Options would result in the unjust enrichment of the Participant, Key may provide, instead, that the Participant will vest only in a pro rata portion of any unvested Options.

Certain Terminations. Notwithstanding Section 1(aDuring the Term, if the Corporation shall terminate the Executive’s employment other than for Cause or if the Executive shall terminate his employment for Constructive Termination, or if the Executive’s employment shall terminate by reason of death or Disability (termination in any such case referred to as “Termination”), if, prior to then even though such Termination may result in the Vesting DateExecutive taking retirement: (i) The Corporation shall pay to the ParticipantExecutive (or, if applicable, the Executive’s continuous employment is terminated as beneficiary or estate) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, paid in the form of a result lump sum within thirty days (30) days of after the Date of Termination. In addition, the Corporation shall pay to the Executive an amount equal to the Executive’s annual incentive compensation (“Annual Incentive Compensation”), calculated in accordance with the provisions of the ParticipantCorporation’s deathEconomic Value Added Incentive Compensation Plan (“Annual Incentive Compensation Plan”) or successor or other similar plan or plans in effect from time to time; provided however, to the unvested Options extent that the Executive would not be otherwise entitled to the Annual Incentive Compensation thereunder by reason of failing to remain employed with the Corporation until the date specified under the Annual Incentive Compensation Plan or failing to satisfy a specified attained age, service or similar requirement, then such requirement shall immediately vest and become exercisable, and not provide a basis for forfeiture of payment for such fiscal year in which termination occurs. This amount will be paid at such time as amounts are regularly paid under the Participant’s estate shall have up to 4 years following the Participant’s date of death to exercise the vested Options (applicable plans but in no event later than March 15 of the Expiration Date).year following the year that includes the Date of Termination, unless otherwise provided pursuant to the terms of applicable effective deferral elections; and (ii) In the Participantevent of Termination by the Corporation other than for Cause or by the Executive for Constructive Termination, excluding Termination due to death or disability, then the Corporation shall continue for a period of ____________ (_) months from the Date of Termination life, accident and health insurance benefits to the Executive and/or the Executive’s continuous family at least equal to those that would have been provided if the Executive’s employment is terminated as a result had not been terminated, such benefits to be in accordance with the health and welfare benefit plans, practices, programs or policies (the “H&W Plans”) of the Participant’s DisabilityCorporation as in effect and applicable generally to other executives of the Corporation and their families immediately preceding the Date of Termination, which health benefits shall be provided through an arrangement that satisfies the requirements of Section 105 or 106 of the Code; provided, however, that if the Executive becomes employed with another employer and is eligible to receive, health or other similar welfare benefits under another employer-provided plan, the Options benefits under the H&W Plans shall immediately vest and become exercisable, and be reduced to the Participant shall have up extent comparable benefits are actually received by or made available to 5 years the Executive without cost during the ____________ (_) month period following the ParticipantExecutive’s termination Date of employment Termination (and any such benefits actually received by the Executive shall be reported to exercise the vested Options Corporation by the Executive); and (iii) In the event of Termination by the Corporation other than for Cause or by the Executive for Constructive Termination, excluding Termination due to death or disability, then the Corporation shall tender to Executive the Release set forth in Exhibit 3(a)(iii) as soon as possible, but in no event later than three (3) days after Termination, with only such amendments as are required by law to carry out the Expiration Dateprovisions of the Release. The Corporation shall give the Executive the time required by law to consider the Release. Executive understands and agrees that, in order to receive the lump sum amounts provided in this subsection 3(a)(iii). , the Executive must execute the Release and allow the Release to become effective in its entirety, including but not limited to, claims under the Age Discrimination in Employment Act (iii“ADEA”). Upon receipt of the executed Release and the Release becoming fully effective with respect to the claims intended to be released thereby, including but not limited to claims under the ADEA, the Corporation shall five (5) days following the date that is six (6) months following the date after the Executive’s separation from service: (A) pay to the Executive a lump sum amount, in cash, equal to ________ (_) times the sum of (x) the ParticipantExecutive’s continuous employment is terminated as a result of Retirement, the Participant shall, (1) for any unvested Options that were granted one year or more Annual Base Salary in effect immediately prior to the Participant’s effective termination date, continue to vest in such Options which shall become exercisable on the scheduled Vesting Date(s)Date of Termination, and (2y) the Executive’s Annual Incentive Compensation, calculated based on the Target Incentive Percent, as defined in the Incentive Compensation Plan, established for the Executive, for the fiscal year in which the Date of Termination occurs; (B) also pay to the Executive the present value (discounted at an interest rate equal to the prime rate promulgated by J▇ ▇▇▇▇▇▇ C▇▇▇▇ Bank, N.A. or its successor and in effect as of the date of payment, plus one percent (1%) (the “Prime Rate”)) of all benefits under the Corporation’s Pension Plan for Salaried Employees, or any unvested Options that were granted less than one year prior successor plan thereto and any supplemental executive retirement plans to Participant’s effective termination datewhich the Executive would have been entitled had he remained in employment with the Corporation for an additional _________________________ (___) months, immediately vest in a pro rata portion each, where applicable, at the rate of such OptionsAnnual Base Salary, which Options shall become immediately exercisable. Key mayand using the same assumptions and factors, in its sole discretioneffect at the time Notice of Termination is given, provide that any unvested Options that would otherwise be subject minus the present value (discounted at the Prime Rate) of the benefits to Section 1(b)(iii)(2) (i.e., vest in a pro rata portion as a result of Retirement because such Options were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(iii)(1) (i.e., continue to vest). The Participant shall have up to 5 years following his or her effective termination date to exercise which he is actually entitled under the vested Options (but in no event later than the Expiration Dateabovementioned plans.) (iv) Subject to subsection 2(f) hereof, the Participant’s continuous employment is terminated as a result Corporation shall pay or otherwise perform its obligations to the Executive under any benefit or other then-existing plan, policy, practice or program of the Participant’s Voluntary Resignation on Corporation, including those related to, but not limited to, individual outplacement services in accordance with the general custom and practice generally accorded to comparably situated executives, severance compensation, vacation payments, stock options and deferred compensation, as well as under any contract or agreement entered into before or after attaining the age of 55 and completion of at least 5 years of service, a pro rata portion of date hereof with the unvested Options shall immediately vest and become exercisable, and the Participant shall have up to 5 years following his or her effective termination date to exercise the vested Options (but in no event later Corporation other than the Expiration Date)Prior Severance Benefit Agreement. (v) the Participant’s continuous employment is terminated as a result of the Participant’s Termination Under Limited Circumstances, subject to the Participant executing a release of claims in Key’s favor in a form agreeable to Key, the unvested Options shall vest and become exercisable on the scheduled Vesting Date(s), and the Participant shall have up to 5 years following Termination Under Limited Circumstances to exercise the vested Options (but in no event later than the Expiration Date); provided, however, that should Key determine, in its sole discretion, that full vesting of any unvested Options would result in the unjust enrichment of the Participant, Key may provide, instead, that the Participant will vest only in a pro rata portion of any unvested Options.

Certain Terminations. Notwithstanding The Employer may terminate the Employee's -------------------- employment hereunder at any time for any reason or for no reason by providing a Notice of Termination in accordance with Section 1(a2.02(c), if, prior . If the Employee's services are terminated by the Employer for any reason other than for cause as defined in Section 2.02(b) hereof and other than due to the Vesting Date: death or disability: (i) the Participant’s continuous employment is terminated as a result of Employer shall pay to the Participant’s death, Employee any base salary and other benefits earned and accrued under this Agreement prior the unvested Options shall immediately vest and become exercisable, and the Participant’s estate shall have up to 4 years following the Participant’s date of death to exercise the vested Options (but in no event later than the Expiration Date). termination, (ii) the Participant’s continuous employment Employer shall pay to the Employee a pro-rated bonus for the year of termination in an amount equal to the product of(A) the target bonus established with respect to the Employee for such year, or if no such target is terminated as established the bonus paid or payable to the Employee for the year prior to the year of termination, multiplied by (B) a result fraction, the numerator of which is the number of days in the year of termination completed prior to such termination and the denominator of which is 365; provided that if a target bonus had been established with respect to the year of termination, a pro-rated bonus shall be payable pursuant to this Section 2.02(d)(ii) only if the performance goals established with respect to such target bonus have been achieved by the date the bonus would have been paid in the absence of the Participant’s Disability, the Options shall immediately vest and become exercisable, and the Participant shall have up to 5 years following the Participant’s Employee's termination of employment to exercise the vested Options (but in no event later than the Expiration Date). (iii) the Participant’s continuous employment is terminated Employer agrees that such termination would not be voluntary or a termination "for cause" as a result of Retirement, contemplated by any stock option or other incentive plans and any stock option or other award agreements entered into between the Participant shall, Employer and the Employee (1) for any unvested Options including agreements that were granted one year or more prior to may be entered into after the Participant’s effective termination date, continue to vest in such Options which shall become exercisable on the scheduled Vesting Date(sdate hereof), and (2) for that any unvested Options that were granted less than one year prior stock options with respect to Participant’s effective termination date, immediately vest in a pro rata portion the Employer's stock held by the Employee shall become fully exercisable as of the date of such Optionstermination and shall remain exercisable until the later of three months following the date of such termination or the expiration date of such option, which Options shall become immediately exercisable. Key maynotwithstanding any contrary vesting schedules otherwise applicable to such options, in its sole discretion, provide that any unvested Options that would otherwise be subject to Section 1(b)(iii)(2) (i.e., vest in a pro rata portion as a result of Retirement because such Options were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(iii)(1) (i.e., continue to vest). The Participant shall have up to 5 years following his or her effective termination date to exercise the vested Options (but in no event later than the Expiration Date.) (iv) the Participant’s continuous employment is terminated as a result Employer will continue to pay the Employee, for the balance of the Participant’s Voluntary Resignation on or after attaining the age of 55 and completion of at least 5 years of serviceTerm, a pro rata portion her base salary as of the unvested Options shall immediately vest and become exercisabledate of such termination, and the Participant shall have up to 5 years following his or her effective termination date to exercise the vested Options (but in no event later than the Expiration Date). (v) the Participant’s continuous employment is terminated as a result of Employee shall have no further rights hereunder. Such continued payments will be made at the Participant’s Termination Under Limited Circumstances, subject times and in the manner they would have been made to the Participant executing a release of claims in Key’s favor in a form agreeable to Key, the unvested Options shall vest and become exercisable on the scheduled Vesting Date(s), and the Participant shall have up to 5 years following Termination Under Limited Circumstances to exercise the vested Options (but in no event later than the Expiration Date); provided, however, that should Key determine, in its sole discretion, that full vesting of any unvested Options would result Employee in the unjust enrichment absence of the Participant, Key may provide, instead, that the Participant will vest only in a pro rata portion of any unvested Optionssuch termination.

Certain Terminations. Notwithstanding Subject to Section 1(a), if, prior 4(d) but otherwise notwithstanding anything to the Vesting Datecontrary set forth in Employment Agreement, the Plan or this Agreement, upon the termination of employment of the Optionee: (i) following the Participant’s continuous employment is terminated CEO Effective Date by the Company for Cause (as defined in the Employment Agreement), by the Optionee without Good Reason (as defined in the Employment Agreement) or as a result of the ParticipantOptionee’s deathdeath or Disability (as defined in the Employment Agreement), the all unvested Options shall immediately vest be cancelled and become exercisable, and the Participant’s estate shall have up to 4 years following the Participant’s date of death to exercise the vested Options (but in no event later than the Expiration Date).forfeited; or (ii) following the Participant’s continuous employment is terminated CEO Effective Date by the Company without Cause or by the Optionee for Good Reason, subject to Section 4(d): (A) unvested Options shall remain outstanding and eligible to vest in accordance with Section 4(a) until the applicable Exercise Expiration Date as to (i) Options that are Eligible Options on the Date of Termination, and (ii) a result number of Non-Eligible Options, if any, in the group of Options which first would have become Eligible Options on the anniversary of the Participant’s DisabilityCEO Effective Date immediately following the Date of Termination equal to the number of Options in such group multiplied by a fraction, the numerator of which is the number of calendar days following the anniversary of the CEO Effective Date immediately preceding the Date of Termination (or, in the case of Options shall immediately vest and which would first have become exercisableEligible Options on the first anniversary of the CEO Effective Date, the CEO Effective Date) through the Date of Termination, and the Participant denominator of which is 365 (with those Options described in this clause (ii) becoming Eligible Options); (B) any Non-Eligible Options that remain after the application of clause (A) shall have up to 5 years following the Participant’s termination of employment to exercise the vested Options (but in no event later than the Expiration Date).immediately be canceled and forfeited; of (iii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (1) for any unvested Options that were granted one year or more prior to the Participant’s effective termination date, continue to vest in such Options which shall become exercisable on the scheduled Vesting Date(s), and (2) CEO Effective Date for any unvested Options that were granted less than one year prior to Participant’s effective termination datereason, immediately vest in a pro rata portion of such Options, which Options the entire Option shall become immediately exercisable. Key may, in its sole discretion, provide that any unvested Options that would otherwise be subject to Section 1(b)(iii)(2) (i.e., vest in a pro rata portion canceled and forfeited as a result of Retirement because such Options were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(iii)(1) (i.e., continue to vest). The Participant shall have up to 5 years following his or her effective termination date to exercise the vested Options (but in no event later than the Expiration Date.) (iv) the Participant’s continuous employment is terminated as a result of the Participant’s Voluntary Resignation on or after attaining the age Date of 55 and completion of at least 5 years of service, a pro rata portion of the unvested Options shall immediately vest and become exercisable, and the Participant shall have up to 5 years following his or her effective termination date to exercise the vested Options (but in no event later than the Expiration Date)Termination. (v) the Participant’s continuous employment is terminated as a result of the Participant’s Termination Under Limited Circumstances, subject to the Participant executing a release of claims in Key’s favor in a form agreeable to Key, the unvested Options shall vest and become exercisable on the scheduled Vesting Date(s), and the Participant shall have up to 5 years following Termination Under Limited Circumstances to exercise the vested Options (but in no event later than the Expiration Date); provided, however, that should Key determine, in its sole discretion, that full vesting of any unvested Options would result in the unjust enrichment of the Participant, Key may provide, instead, that the Participant will vest only in a pro rata portion of any unvested Options.

Certain Terminations. Notwithstanding Section 1(a), if, prior to the Vesting Date: (i) the Participant’s continuous employment is terminated as a result of the Participant’s death, the unvested Options shall immediately vest and become exercisable, and the Participant’s estate shall have up to 4 years following the Participant’s date of death to exercise the vested Options (but in no event later than the Expiration Date). (ii) the Participant’s continuous employment is terminated as a result of the Participant’s Disability, the Options shall immediately vest and become exercisable, and the Participant shall have up to 5 years following the Participant’s termination of employment to exercise the vested Options (but in no event later than the Expiration Date). (iii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (1) for any unvested Options that were granted one year or more prior to the Participant’s effective termination date, continue to vest in such Options which shall become exercisable on the scheduled Vesting Date(s), and (2) for any unvested Options that were granted less than one year prior to Participant’s effective termination date, immediately vest in a pro rata portion of such Options, which Options shall become immediately exercisable. Key may, in its sole discretion, provide that any unvested Options that would otherwise be subject to Section 1(b)(iii)(2) (i.e., vest in a pro rata portion as a result of Retirement because such Options were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(iii)(1) (i.e., continue to vest). The Participant shall have up to 5 years following his or her effective termination date to exercise the vested Options (but in no event later than the Expiration Date.) (iv) the Participant’s continuous employment is terminated as a result of the Participant’s Voluntary Resignation on or after attaining the age of 55 and completion of at least 5 years of service, a pro rata portion of the unvested Options shall immediately vest and become exercisable, and the Participant shall have up to 5 years following his or her effective termination date to exercise the vested Options (but in no event later than the Expiration Date). (v) the Participant’s continuous employment is terminated as a result of the Participant’s Termination Under Limited Circumstances, subject to the Participant executing a release of claims in Key’s favor in a form agreeable to Key, the unvested Options shall vest and become exercisable on the scheduled Vesting Date(s), and the Participant shall have up to 5 3 years following Termination Under Limited Circumstances to exercise the vested Options (but in no event later than the Expiration Date); provided, however, that should Key determine, in its sole discretion, that full vesting of any unvested Options would result in the unjust enrichment of the Participant, Key may provide, instead, that the Participant will vest only in a pro rata portion of any unvested Options.

Certain Terminations. Notwithstanding Subject to Section 1(a), if, prior 3(c) but otherwise notwithstanding anything to the Vesting Datecontrary set forth in the Employment Agreement, the Plan or this Agreement, upon the termination of employment of the Participant: (i) following the Participant’s continuous employment is terminated CEO Effective Date by the Company for Cause (as defined in the Employment Agreement), by the Participant without Good Reason (as defined in the Employment Agreement) or as a result of the Participant’s deathdeath or Disability (as defined in the Employment Agreement), any unvested Restricted Shares shall be forfeited and returned to the unvested Options shall immediately vest and become exercisable, and the Participant’s estate shall have up to 4 years following the Participant’s date of death to exercise the vested Options (but in no event later than the Expiration Date).Company; or (ii) following the Participant’s continuous employment is terminated as a result of CEO Effective Date by the Participant’s Disability, the Options shall immediately vest and become exercisable, and Company without Cause or by the Participant shall have up for Good Reason, subject to 5 years following Section 3(c): (A) the unvested Tranche, if any, held by Participant that would, absent Participant’s termination of employment, vest on the Annual Vesting Date immediately following the Date of Termination (as defined in the Employment Agreement) shall vest upon the Date of Termination in a prorated amount as to a number of Restricted Shares equal to 76,250 multiplied by a fraction, the numerator of which is the number of calendar days following the Annual Vesting Date immediately preceding the Date of Termination (or, in the case of the Tranche that would vest on the first Annual Vesting Date, the Grant Date) through the Date of Termination, and the denominator of which is 365; provided that if Participant’s employment is terminated by the Company without Cause or by Participant for Good Reason in either case (x) upon or within thirty (30) calendar days before or twelve (12) months after a Change in Control, or (y) prior to exercise a Change in Control at the vested Options request of a prospective purchaser whose proposed purchase would constitute a Change in Control upon its completion, all unvested Restricted Shares shall vest in full upon the Date of Termination; and (but in no event later than B) any Restricted Shares that remain unvested after the Expiration Date).application of clause (A) shall be forfeited and returned to the Company as of the Date of Termination; or (iii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (1) for any unvested Options that were granted one year or more prior to the Participant’s effective termination date, continue to vest in such Options which shall become exercisable on the scheduled Vesting Date(s), and (2) CEO Effective Date for any unvested Options that were granted less than one year prior to Participant’s effective termination datereason, immediately vest in a pro rata portion of such Options, which Options shall become immediately exercisable. Key may, in its sole discretion, provide that any unvested Options that would otherwise be subject to Section 1(b)(iii)(2) (i.e., vest in a pro rata portion as a result of Retirement because such Options were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(iii)(1) (i.e., continue to vest). The Participant shall have up to 5 years following his or her effective termination date to exercise the vested Options (but in no event later than the Expiration Date.) (iv) the Participant’s continuous employment is terminated as a result all of the Participant’s Voluntary Resignation on or after attaining Restricted Shares shall be forfeited and returned to the age of 55 and completion of at least 5 years of service, a pro rata portion Company as of the unvested Options shall immediately vest and become exercisable, and the Participant shall have up to 5 years following his or her effective termination date to exercise the vested Options (but in no event later than the Expiration Date)Date of Termination. (v) the Participant’s continuous employment is terminated as a result of the Participant’s Termination Under Limited Circumstances, subject to the Participant executing a release of claims in Key’s favor in a form agreeable to Key, the unvested Options shall vest and become exercisable on the scheduled Vesting Date(s), and the Participant shall have up to 5 years following Termination Under Limited Circumstances to exercise the vested Options (but in no event later than the Expiration Date); provided, however, that should Key determine, in its sole discretion, that full vesting of any unvested Options would result in the unjust enrichment of the Participant, Key may provide, instead, that the Participant will vest only in a pro rata portion of any unvested Options.

Certain Terminations. Notwithstanding Subject to Section 1(a), if, prior 3(d) but otherwise otwithstanding anything to the Vesting Datecontrary set forth in the Employment Agreement, the Plan or this Agreement, upon the termination of employment of the Participant: (i) following the Participant’s continuous employment is terminated CEO Effective Date by the Company for Cause (as defined in the Employment Agreement), by the Participant without Good Reason (as defined in the Employment Agreement) or as a result of the Participant’s deathdeath or Disability (as defined in the Employment Agreement), all unvested Restricted Shares shall be forfeited and returned to the unvested Options shall immediately vest and become exercisable, and the Participant’s estate shall have up to 4 years following the Participant’s date of death to exercise the vested Options (but in no event later than the Expiration Date).Company; or (ii) by the Participant’s continuous employment is terminated as a result Company without Cause or by the Participant for Good Reason, subject to Section 3(d): (A) the unvested Restricted Shares shall remain outstanding and eligible to vest in accordance with Section 3(a) until the tenth (10th) anniversary of the Participant’s DisabilityCEO Effective Date as to (i) Restricted Shares that are Eligible Restricted Shares on the Date of Termination (as defined in the Employment Agreement), and (ii) a number of Non-Eligible Restricted Shares, if any, in the group of Restricted Shares which first would have become Eligible Restricted Shares on the anniversary of the CEO Effective Date immediately following the Date of Termination equal to the number of Restricted Shares in such group multiplied by a fraction, the Options shall numerator of which is the number of calendar days following the anniversary of the CEO Effective Date immediately vest and preceding the Date of Termination (or, in the case of the Restricted Shares which would first have become exercisableEligible Restricted Shares on the first anniversary of the CEO Effective Date, the CEO Effective Date) through the Date of Termination, and the Participant denominator of which is 365 (with those Restricted Shares described in this clause (ii) becoming Eligible Restricted Shares); (B) any Non-Eligible Restricted Shares that remain unvested after the application of clause (A) shall have up immediately be forfeited and returned to 5 years following the Participant’s termination Company as of employment to exercise the vested Options (but in no event later than the Expiration Date).Date of Termination; and (iii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (1) for any unvested Options that were granted one year or more prior to the Participant’s effective termination date, continue to vest in such Options which shall become exercisable on the scheduled Vesting Date(s), and (2) CEO Effective Date for any unvested Options that were granted less than one year prior to Participant’s effective termination datereason, immediately vest in a pro rata portion of such Options, which Options shall become immediately exercisable. Key may, in its sole discretion, provide that any unvested Options that would otherwise be subject to Section 1(b)(iii)(2) (i.e., vest in a pro rata portion as a result of Retirement because such Options were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(iii)(1) (i.e., continue to vest). The Participant shall have up to 5 years following his or her effective termination date to exercise the vested Options (but in no event later than the Expiration Date.) (iv) the Participant’s continuous employment is terminated as a result all of the Participant’s Voluntary Resignation on or after attaining Restricted Shares shall be forfeited and returned to the age of 55 and completion of at least 5 years of service, a pro rata portion Company as of the unvested Options shall immediately vest and become exercisable, and the Participant shall have up to 5 years following his or her effective termination date to exercise the vested Options (but in no event later than the Expiration Date)Date of Termination. (v) the Participant’s continuous employment is terminated as a result of the Participant’s Termination Under Limited Circumstances, subject to the Participant executing a release of claims in Key’s favor in a form agreeable to Key, the unvested Options shall vest and become exercisable on the scheduled Vesting Date(s), and the Participant shall have up to 5 years following Termination Under Limited Circumstances to exercise the vested Options (but in no event later than the Expiration Date); provided, however, that should Key determine, in its sole discretion, that full vesting of any unvested Options would result in the unjust enrichment of the Participant, Key may provide, instead, that the Participant will vest only in a pro rata portion of any unvested Options.