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Exhibit 10.3
KEYCORP
NON-QUALIFIED GRANT AGREEMENT
PREMIUM PRICED OPTIONS
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By action of the Compensation and Organization Committee ("Committee")
of the Board of Directors of KeyCorp, taken pursuant to the KeyCorp Amended and
Restated 1991 Equity Compensation Plan ("Plan") on January 13, 1999 (the "Option
Grant Date"), you have been granted Non-Qualified Stock Options (the "Options")
to purchase 75,000 Common Shares at a price per share as set forth in paragraph
1 below (the "Exercise Price"), which may be exercised, subject to the
provisions of the Plan, from time to time, in part as to such Options as you
specify or, if you so direct, with respect to the full number of Common Shares
then remaining subject to the Options, during the period commencing July 13,
1999 and ending January 13, 2009 ("Option Expiration Date"). (Unless otherwise
indicated, the capitalized terms used herein shall have the same meaning as set
forth in the Plan).
1. As to one-third of such Options, the Exercise Price of such Options
shall be $40.00 per Common Share; (ii) as to one-third of such Options, the
Exercise Price of such Options shall be $45.00 per Common Share; and (iii) as to
one-third of such Options, the Exercise Price of such Options shall be $50.00
per Common Share. Within the foregoing limits, at the time or times you exercise
Options granted hereunder, you shall specify the number of Options being
exercised and the Exercise Price of the Options you desire to exercise. Upon
exercise of Options with a specified Exercise Price, the number of Options, if
any, remaining available for future exercise at that specified Exercise Price
shall be reduced accordingly.
2. Unless your employment is terminated for "Cause" (as defined in your
employment agreement hereinafter referred to), death, disability, or voluntary
resignation by you at any time without either having "Good Reason" during a
"Window Period" or being "Constructively Terminated", all as defined in and
under your Employment Agreement, dated as of May 15, 1997, as amended from time
to time (the "Employment Agreement"), you shall be treated, for all purposes
(including vesting and period of exercisability), as if your employment with
KeyCorp continued through the Option Expiration Date. In the event that your
employment is terminated because of death or disability, the Options may be
exercised for one year from your death or disability, as the case may be. In the
event that your employment is terminated for Cause or voluntary resignation by
you at any time without either having Good Reason during a Window Period or
being Constructively Terminated under the Employment Agreement, the Options
shall immediately be forfeited and cease to be exercisable.
3. If, after written notice from KeyCorp, you shall engage in any
competitive activity in violation of the Employment Agreement within one year
after the Employment Termination Date, then any Profits realized upon the
exercise of Options granted pursuant to this Agreement on or after one year
prior to the Employment Termination Date shall inure to KeyCorp. If any Profits
realized upon the exercise of any Option inure to the benefit of KeyCorp in
accordance with the
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first sentence of this paragraph, you shall pay all such Profits to KeyCorp
within 30 days after first engaging in any prohibited activity and all
unexercised Options granted pursuant to this Agreement shall immediately be
forfeited and canceled.
For purposes of this Agreement:
"Profit" shall mean, with respect to any Option, the positive
spread between the Fair Market Value of a Common Share on the
date of exercise and the applicable Exercise Price.
The Options shall be governed by the terms, conditions, and provisions
of the Plan.
This Agreement may not be modified, amended or waived except by an
instrument in writing signed by both parties hereto.
January 13, 1999
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Executive Vice President
ACCEPTANCE
The undersigned hereby acknowledges receipt of the Plan, agrees to be
bound by the foregoing Agreement and agrees and consents to the terms,
conditions, and provisions of the Agreement, Plan and the Award evidenced by
this Agreement.
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