Harmful Activity. Notwithstanding any other provision of this Award Agreement to the contrary, if the Participant engages in any Harmful Activity prior to or within twelve months after the Participant’s termination of employment with Key, then the Performance Shares shall be immediately forfeited without further action or notice, and any Common Shares delivered in payment of the Award within one year prior to the Participant’s termination of employment, and any Profits realized by the Participant from the sale of such Common Shares, shall become immediately due and payable to KeyCorp on KeyCorp’s demand. This Section 4 shall survive the termination of Participant’s employment.
Harmful Activity. Notwithstanding any other provision of this Award Agreement to the contrary, if the Participant engages in any Harmful Activity prior to or within twelve months after the Participant’s termination of employment with Key, then the Performance Shares shall be immediately forfeited without further action or notice, and the Participant shall pay to KeyCorp, upon KeyCorp’s demand, the amount of any cash payment received by the Participant pursuant to this Award Agreement within one year prior to the Participant’s termination of employment. This Section 4 shall not apply in the event that Participant’s employment with Key terminates within two years after a Change of Control if any of the following have occurred: (a) a relocation of Participant’s principal place of employment more than 35 miles from Participant’s principal place of employment immediately prior to the Change of Control, (b) a reduction in Participant’s base salary after a Change of Control, or (c) Participant’s termination of employment as a result of a Termination Under Limited Circumstances. This Section 4 shall survive the termination of Participant’s employment.
Harmful Activity. If the Optionholder shall engage in any “harmful activity” while employed by the Corporation or within six months after termination of employment with the Corporation, then (a) this Option, to the extent then unexercised and whether vested or unvested, shall immediately be forfeited and canceled; and (b) any Profits realized upon the exercise of this Option shall inure to the Corporation. The aforementioned restriction shall not apply in the event that Optionholder’s employment with the Corporation terminates within two years after a Change in Control if any of the following have occurred: (a) a relocation of the Optionholder’s principal place of employment more than 35 miles from the Optionholder’s principal place of employment immediately prior to the Change in Control, (b) a reduction in the Optionholder’s base salary after a Change in Control, or (c) termination of the Optionholder’s employment under circumstances in which the Optionholder is entitled to severance benefits or salary continuation or similar benefits under a change in control agreement, employment agreement, or severance or separation pay plan. If any Profits realized upon the exercise of this Option inure to the benefit of the Corporation in accordance with the first sentence of this paragraph, the Optionholder shall pay all such Profits to the Corporation within 30 days after receiving written notice from the Corporation that the Optionholder has engaged in a harmful activity. Consistent with the provisions of the Plan, the determination by the Committee as to whether the Optionholder engaged in “harmful activity” while employed by the Corporation or within six months after termination of employment with the Corporation shall be final and conclusive, unless otherwise determined by a majority of disinterested members of the Board. A “harmful activity” shall have occurred if the Optionholder shall do any one or more of the following:
Harmful Activity. Notwithstanding any other provision of this Award Agreement to the contrary, if the Participant engages in any Harmful Activity prior to or within twelve months after the Participant’s termination of employment with Key, then the Units shall be immediately forfeited without further action or notice, and any Common Shares delivered in payment of the Award within one year prior to the Participant’s termination of employment, and any Profits realized by the Participant from the sale of such Common Shares, shall become immediately due and payable to KeyCorp on KeyCorp’s demand. This Section 3 shall not apply in the event that Participant’s employment with Key terminates within two years after a Change of Control if any of the following have occurred: (a) a relocation of Participant’s principal place of employment more than 35 miles from Participant’s principal place of employment immediately prior to the Change of Control, (b) a reduction in Participant’s base salary after a Change of Control, or (c) Participant’s termination of employment as a result of a Termination Under Limited Circumstances. This Section 3 shall survive the termination of Participant’s employment.
Harmful Activity. A “Harmful Activity” shall have occurred if the Executive shall do any one or more of the following:
Harmful Activity. Notwithstanding anything in this Agreement to the contrary, if the Optionholder shall engage in any Harmful Activity, then this Option, to the extent then unexercised and whether vested or unvested, shall immediately be forfeited and canceled. The Committee shall make the determination as to whether the Optionholder engaged in a Harmful Activity and such determination shall be final and conclusive, unless otherwise determined by a majority of disinterested members of the Board.
Harmful Activity. Notwithstanding anything in this Agreement to the contrary, if the Optionholder shall engage in any “harmful activity” while employed by the Corporation or a Subsidiary or during the six-month period thereafter, then (i) this Option, to the extent then unexercised and whether vested or unvested, shall immediately be forfeited and canceled and (ii) any Profits realized upon the exercise of this Option shall inure to the Corporation. If any Profits realized upon the exercise of this Option inure to the benefit of the Corporation in accordance with this Section, the Optionholder shall pay all such Profits to the Corporation within 30 days after receiving written notice from the Corporation that the Optionholder has engaged in a harmful activity. Consistent with the provisions of the Plan, the determination by the Committee as to whether the Optionholder engaged in “harmful activity” while employed by the Corporation or a Subsidiary or during the six-month period thereafter shall be final and conclusive, unless otherwise determined by a majority of disinterested members of the Board. For purposes of this Section 2(j), “Profits” shall mean, with respect to this Option, the spread between the fair market value of a share of Common Stock on the date of exercise and the exercise price, multiplied by the number of shares exercised under this Option. A “harmful activity” shall have occurred if the Optionholder shall do any one or more of the following:
Harmful Activity. Notwithstanding anything in this Agreement to the contrary, if the Employee shall engage in any “harmful activity” (as defined herein) while employed by the Corporation or a Subsidiary or during the six-month period thereafter, then (a) all amounts of cash or Common Stock received by the Employee in connection with the vesting of this Award shall inure to the benefit of the Corporation and (b) any and all Restricted Stock Units or shares of Common Stock held by the Employee pursuant to this Award that have not yet vested or become unrestricted, as applicable, shall immediately be forfeited. If any cash or Common Stock inures to the benefit of the Corporation under this Section, the Employee shall pay cash or return such shares to the Corporation within 30 days after receiving written notice from the Corporation that the Employee has engaged in a harmful activity. The determination by the Committee as to whether the Employee engaged in “harmful activity” while employed by the Corporation or a Subsidiary or during the six-month period thereafter shall be final and conclusive, unless otherwise determined by a majority of disinterested members of the Board. A “harmful activity” shall have occurred if the Employee shall do any one or more of the following:
Harmful Activity. Except as otherwise provided in the applicable Award Agreement, in addition to, and not in limitation of any other forfeiture and recovery rights pursuant to this Plan and any applicable Award Agreement, if the Committee (or its delegate) determines that a Participant has engaged in Harmful Activity, either during the Participant’s Continuous Service or thereafter, the Committee (or its delegate), in its discretion, may provide that:
Harmful Activity. Notwithstanding any other provision of this Option Grant to the contrary, if you engage in any “harmful activity” (as that term defined in the Equity Plan) prior to or within six months after your termination of employment with Key, then all Options which have vested on or within one year prior to your termination of employment shall be immediately forfeited to KeyCorp and all profits realized by you from your exercise of any vested Options shall inure to and become payable to KeyCorp upon KeyCorp’s demand.
