(Award of Restricted
Stock)
By action of
the Compensation and Organization Committee (the
“Committee”) of the Board of Directors of KeyCorp,
taken pursuant to the KeyCorp 2004 Equity Compensation Plan (the
“Plan”), and subject to the terms and conditions of the
Plan and the requirements of the Emergency Economic Stabilization
Act of 2008 (EESA), the Troubled Assets Relief Program (TARP), and
the American Recovery and Reinvestment Act of 2009 (ARRA), you have
been awarded «Stock» shares of Restricted Stock subject
to the requirements as outlined below. Unless otherwise indicated,
the capitalized terms used herein and in the attached Acceptance of
Grant Agreement (the “Agreement”) shall have the same
meaning as set forth in the Plan.
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1.
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Date of Grant
. The effective date of
grant for the award of the Restricted Stock shall be March 12,
2009 (the “Date of Grant”).
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2.
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Vesting of Restricted
Stock .
The Common Shares subject to this grant of Restricted Stock shall
not vest and may not be sold, transferred, or otherwise disposed
of, pledged or otherwise hypothecated until the latter of
(i) 3 full calendar years following the date of this grant
award, or (ii) until the conclusion of the period in which any
obligation arising from financial assistance provided to KeyCorp
remains outstanding.
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3.
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Transfers Void
. Any purported transfer
or encumbrance of the Restricted Stock prior to the time that it
has vested as set forth in paragraph 2 shall be void, and the other
party to any such purported transaction shall not obtain any rights
to or interest in the Common Shares underlying such
awards.
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4.
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Retirement upon Attainment of Age
55, Death, or Disability . If permitted under the
requirements of EEAS, TARP, and ARRA, upon your retirement from
KeyCorp upon reaching a minimum of age 55 with five years of
vesting service under the KeyCorp Cash Balance Pension Plan, your
death, or your Disability your award of Restricted Stock shall
continue to vest in accordance with the requirements of paragraph 2
hereof.
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5.
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Forfeiture
. Subject to the
provisions of paragraph 4 hereof, the Restricted Stock grant award
shall be immediately forfeited if your employment with KeyCorp or a
Subsidiary terminates prior to vesting as set forth in paragraph 2
hereof.
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6.
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KeyCorp Stock Ownership
Guidelines . If you have not met
KeyCorp’s Stock Ownership Guidelines when vesting occurs, you
may not sell or otherwise transfer the Restricted Stock until and
unless you meet the Stock Ownership Guidelines, provided, however,
that you shall be permitted to sell the number of shares necessary
to satisfy any tax withholding obligation that may arise in
connection with your vesting in the Restricted Stock even if you
have not met the Stock Ownership Guidelines.
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7.
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Harmful Activity
. Notwithstanding any
other provisions of this Agreement, if you engage in any
“harmful activity” (as defined in Section 17 of
the Plan) prior to or within six months after your termination of
employment with KeyCorp or a Subsidiary, then any and all shares of
Restricted Stock which have vested prior to your termination of
employment shall be immediately forfeited to KeyCorp and any
profits realized upon your sale of any such shares of Restricted
Stock shall inure to and be payable to KeyCorp upon
demand.
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8.
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No Acceleration
. The provisions of
Section 12 of the Plan entitled “Acceleration upon
Change of Control” shall not apply to this Restricted Stock
grant award.
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9.
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Rights as a
Shareholder . From and after the date of grant,
you shall have all of the rights of a shareholder with respect to
the shares of Restricted Stock granted hereby, including the right
to vote the shares of Restricted Stock and receive any dividends
that may be paid thereon; provided however that any additional
Common Shares or other securities that you may become entitled to
receive pursuant to a stock dividend, stock split, combination of
shares, recapitalization, merger, consolidation, separation or
reorganization or any other change in the capital structure of the
Company shall be subject to the same restrictions as the shares of
Restricted Stock covered by this grant award.
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10.
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Tax Withholding
. You shall be permitted
to satisfy, in whole or in part, any withholding tax obligation
that may arise in connection with your vesting in this Restricted
Stock award grant hereunder by delivering to KeyCorp in Common
Shares an amount equal to such withholding tax
obligation.
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11.
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Condition
.
This Restricted Stock
grant award is conditioned upon your execution and delivery to
KeyCorp of the Agreement set forth hereinafter.
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