Common use of Retention Payments Clause in Contracts

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

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

Retention Payments. (a) In addition Buyer shall take all actions necessary to assume and honor any Company Plan that expressly requires such assumption. The Acquired Companies shall be solely responsible for all liabilities relating to the Annual Base Salary amendment, termination or alleged termination of any Company Plan following the Closing Date. The Acquired Companies and Annual BonusSeller shall share responsibility for stay bonuses, transaction bonuses and fees and other retention payments (each, a “Retention Payment“) (it being understood that Retention Payments shall not include (i) any severance payments other than Severance Costs and (ii) the Executive shall be entitled to receive payments 2006 Award as described in Section 4.2(d) of the Company Disclosure Letter) due from any Acquired Company under any agreement with employees, officers and awards from other service providers of the Acquired Companies (each, a $68,000,000 retention pool (the "“Retention Pool") in an aggregate amount of $5 million (the "Aggregate Retention Amount"Letter“). The Retention Pool and the Aggregate Retention Amount Seller shall be payable as to 44% of such amounts in cash and as to 56% of such amounts in non-qualified stock options to acquire shares of KeyCorp common stock (the "Retention Options"). The aggregate number of Retention Options to be granted as a percentage of the Retention Pool shall be determined as of the date hereof based on the Black-Scholes option pricing model at a .315 valuation (the "Valuation Method"). Retention Options with a value (based on the Valuation Method) equal to the non-cash portion of the Aggregate Retention Amount shall be granted to the Executive in two portions with at least pay one-half of such each Retention Options granted Payment on the Commencement Closing Date (to the extent not previously paid in accordance with the terms of the applicable Retention Letter) (the “Seller Portion Retention Payment“) and (ii) the remaining portion granted before January 31Buyer shall cause the Company to assume and honor the Retention Letters and shall pay, 1999or shall cause the Company to pay, the balance of each Retention Payment in accordance with the terms of the applicable Retention Letter, but in no event later than the first anniversary of the Closing Date (the “Company Portion Retention Payment“). The Retention Options (i) shall have Buyer agrees to pay Seller an exercise price amount equal to the fair market value product of KeyCorp common stock on the date of grant, (iiA) shall have an option expiration date of ten years from the date of grant (the "Option Term"), (iii) shall vest as provided in paragraph (b) below 0.65 and (ivB) shall be exercisable after becoming vested during the periods provided in the KeyCorp Amended and Restated 1991 Equity Compensation Plan as in effect as of the date hereof, provided, however, all Company Portion Retention Payments that KeyCorp shall use its best efforts to obtain approval from KeyCorp's Compensation and Organization Committee to provide the Executive with a two-year post termination of employment exercise period, except upon a termination for Cause (as defined herein) are forfeited on or without Good Reason (as defined herein). In no event shall the Retention Options be exercisable beyond the Option Term. (b) The Retention Pool and the Aggregate Retention Amount, including the Retention Options granted in satisfaction thereof (whether granted on the Commencement Date or otherwise), shall vest in the percentages, and be payable or exercisable, as the case may be, on the dates set forth below or if earlier as provided in the next following sentence: Vesting & Payment Date Retention % ---------------------- ----------- 2nd Anniversary of Commencement Date 40 3rd Anniversary 20 4th Anniversary 20 5th Anniversary 20 If the Company shall terminate the Executive's employment other than for Cause, including by reason of the Executive's Disability (as defined herein), or the Executive shall terminate employment for Good Reason or due to his death, or upon the occurrence of circumstances constituting a breach of Section 2(a)(i) in a manner that would constitute Good Reason pursuant to Section 3(c)(A) but in which the Executive does not terminate his employment, the cash portion of the Aggregate Retention Amount and the Retention Options shall become fully vested and immediately payable or exercisable, as the case may be. If after the Commencement Date and prior to the January 1999 grant first anniversary of the balance of the Retention OptionsClosing Date by, the Executive's employment terminates under and any of the circumstances described in the preceding sentence (other than death), KeyCorp shall either make a cash payment amounts otherwise not paid on or grant Retention Options equal to the balance of the Aggregate Retention Amount. In the event of the Executive's death after the Commencement Date and prior to the January 1999 grant first anniversary of the balance Closing Date to any, Affected Employee party to a Retention Letter in accordance with the Retention Letter to which such Affected Employee is a party. The payment contemplated by the foregoing sentence shall be made promptly following the first anniversary of the Retention Options, the Executive's estate shall Closing Date by wire transfer of immediately available funds (it being understood that any such payments that are rolled over into Equity Interest or other securities of Buyer will be entitled to receive a cash payment equal deemed paid unless forfeited on or prior to the balance first anniversary of the Aggregate Retention Amount in lieu of the Retention OptionsClosing Date).

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

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

Retention Payments. 4.1. Subject in each case to Sections 4.2 and 4.3, if a Change of Control occurs and either (ax) In addition Employee remains employed with the Company as of immediately prior to the Annual Base Salary and Annual BonusChange of Control or (y) during the period of sixty (60) days before the Change of Control, Employee’s employment with the Executive Company is terminated by the Company without Cause or by Employee’s Resignation for Good Reason, Employee shall be entitled to the following benefits: (a) Employee will be entitled to payment in cash of a lump-sum amount equal to 150% of Base Salary plus 150% of Target Bonus, less applicable state and federal taxes or other payroll deductions, such amount to be paid (subject to Section 9) on the first business day after the Release becomes effective or, if later, promptly after the Change in Control and in all events no later than sixty (60) days after the Change of Control (provided that if such 60-day period spans two calendar years, such payment will be made in the second of such two years); and (b) Following Employee’s termination of employment either by the Company without Cause or pursuant to Employee’s Resignation for Good Reason (in any case occurring at any time on or after the date that is sixty (60) days before the Change of Control), (i) if Employee elects to continue insurance coverage as afforded to Employee according to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Company will reimburse Employee the estimated amount of the premiums incurred by Employee during the period of eighteen (18) months following Employee’s Termination Date, and (ii) the Company will reimburse Employee for the estimated costs to continue life, accident, medical and dental insurance benefits for Employee and his eligible dependents during such 18-month period in amounts substantially similar to those which Employee was entitled to receive payments and awards from a $68,000,000 retention pool under the Employment Agreement immediately prior to Employee’s Termination Date (which amount shall be reduced by the "Retention Pool"amount of any reimbursements made by the Company to Employee pursuant to clause (b)(i) above), the estimated costs of which shall be paid to Executive (subject to Section 9) in an aggregate one lump sum payment on the first business day after the Release becomes effective and in all events within sixty (60) days after the Termination Date (and any actual costs in excess of such estimate shall be paid to Executive no later than ten (10) days following his submission of written evidence of the amount of $5 million such excess), provided that if such 60-day period spans two calendar years, such payment will be made in the second of such two years. Nothing in this Agreement will extend Employee’s COBRA period beyond the period allowed under COBRA, nor is Company assuming any responsibility which Employee has for formally electing to continue coverage; and (c) Any portion of Employee’s then outstanding stock options and other equity-based awards granted by the "Aggregate Retention Amount")Company that are not vested shall immediately vest on the Change in Control and, in the case of stock options and similar awards, may be exercised in whole or in part within one year following the date of Employee’s termination of employment, subject to earlier termination upon the expiration of the maximum term of the applicable options or in connection with a corporate transaction involving the Company to the extent provided in the Plan and/or the award agreements that evidence such options. In the case of a termination of Employee’s employment described in clause (y) above of this Section 4.1, any such stock option or other equity-based award, to the extent such award had not vested and was cancelled or otherwise terminated upon or prior to the date of the related Change of Control solely as a result of such termination of employment, shall be reinstated and shall automatically become fully vested. 4.2. The Retention Pool payments set forth in Sections 4.1(a) and the Aggregate Retention Amount shall be payable as to 44% of such amounts 4.1(b) above are in cash exchange for, and as to 56% of such amounts in contingent upon Employee’s execution and non-qualified stock options to acquire shares revocation of, a release of KeyCorp common stock (the "Retention Options"). The aggregate number of Retention Options to be granted as a percentage of the Retention Pool shall be determined all claims as of the date hereof based on of the Black-Scholes option pricing model at a .315 valuation Change of Control in substantially the form attached to this Agreement as Exhibit A (the "Valuation Method"“Release”). 4.3. For avoidance of doubt, consistent with Section 5 of the Employment Agreement, if a Change of Control occurs and Employee is entitled to the benefits provided in Section 4.1 above, Employee will not be entitled to any severance benefits under Section 4 of the Employment Agreement. To the extent Employee has received any severance benefits under Section 4 of the Employment Agreement with respect to a termination of Employee’s employment that occurs prior to a Change of Control, Employee’s benefits under this Agreement shall be reduced on a dollar-for-dollar basis by the amount of any such severance benefits paid to Employee under the Employment Agreement (provided that such offset shall not apply with respect to Employee’s Standard Entitlements (as defined in the Employment Agreement) paid in connection with such termination of Employee’s employment). Retention Options with a value (based on In addition, only the Valuation Method) equal to the non-cash portion first Change of the Aggregate Retention Amount shall be granted to the Executive in two portions with at least one-half of such Retention Options granted on the Commencement Date and the remaining portion granted before January 31, 1999. The Retention Options (i) shall have an exercise price equal to the fair market value of KeyCorp common stock on Control that occurs after the date of grant, (ii) shall have an option expiration date this Agreement will be taken into account for purposes of ten years from the date of grant (the "Option Term"), (iii) shall vest as provided in paragraph (b) below and (iv) shall be exercisable after becoming vested during the periods provided in the KeyCorp Amended and Restated 1991 Equity Compensation Plan as in effect as of the date hereof, provided, however, that KeyCorp shall use its best efforts to obtain approval from KeyCorp's Compensation and Organization Committee to provide the Executive with a two-year post termination of employment exercise period, except upon a termination for Cause (as defined herein) or without Good Reason (as defined herein). In no event shall the Retention Options be exercisable beyond the Option Term. (b) The Retention Pool and the Aggregate Retention Amount, including the Retention Options granted in satisfaction thereof (whether granted on the Commencement Date or otherwise), shall vest in the percentagesthis Agreement, and any Change of Control that may occur thereafter will be payable or exercisable, as the case may be, on the dates set forth below or if earlier as provided in the next following sentence: Vesting & Payment Date Retention % ---------------------- ----------- 2nd Anniversary of Commencement Date 40 3rd Anniversary 20 4th Anniversary 20 5th Anniversary 20 If the Company shall terminate the Executive's employment other than for Cause, including by reason of the Executive's Disability (as defined herein), or the Executive shall terminate employment for Good Reason or due to his death, or upon the occurrence of circumstances constituting a breach of Section 2(a)(i) in a manner that would constitute Good Reason pursuant to Section 3(c)(A) but in which the Executive does not terminate his employment, the cash portion of the Aggregate Retention Amount and the Retention Options shall become fully vested and immediately payable or exercisable, as the case may be. If after the Commencement Date and prior to the January 1999 grant of the balance of the Retention Options, the Executive's employment terminates under any of the circumstances described in the preceding sentence (other than death), KeyCorp shall either make a cash payment or grant Retention Options equal to the balance of the Aggregate Retention Amount. In the event of the Executive's death after the Commencement Date and prior to the January 1999 grant of the balance of the Retention Options, the Executive's estate shall be entitled to receive a cash payment equal to the balance of the Aggregate Retention Amount in lieu of the Retention Optionsdisregarded.