KEYCORP
1997 STOCK OPTION PLAN
FOR DIRECTORS
(as of March 14, 2001)
1.
Purpose of the Plan . The purpose of the KeyCorp 1997 Stock
Option Plan for Directors is to encourage Directors to acquire a
larger stock ownership in KeyCorp, thus increasing their
proprietary interest in KeyCorp and more closely aligning their
interests with those of the shareholders of KeyCorp.
2.
Definitions . Unless the context clearly indicates
otherwise, the following terms have the meanings set forth
below.
“Board of
Directors” or “Board” means the Board of
Directors of KeyCorp.
“Committee” means the committee
appointed by the Board of Directors to administer the Plan. The
Committee shall be composed of not less than three Directors of
KeyCorp. The Board of Directors may also appoint one or more
Directors as alternate members of the Committee. No officer or
employee of KeyCorp or of any subsidiary of KeyCorp shall be a
member or alternate member of the Committee. The Committee shall at
all times be comprised solely of “Non-Employee
Directors”, as such term is defined in Rule 16b-3
promulgated under the Securities Exchange Act of 1934.
“Director” means a member of the
Board of Directors of KeyCorp.
“Fair
Market Value” means, unless otherwise determined by the
Committee, (a) if the Common Shares are traded on a national
exchange, the mean between the high and low sales price per Common
Share on that national exchange on the date for which the
determination of Fair Market Value is made or, if there are no
sales of Common Shares on that date, then on the next preceding
date on which there were any sales of Common Shares, or (b) if
the Common Shares are not traded on a national exchange, the mean
between the high and low sales price per Common Share in the
over-the-counter market, National Market System, as reported by the
National Quotations Bureau, Inc. and NASDAQ on the date for which
the determination of Fair Market Value is made or, if there are no
sales of Common Shares on that date, then on the next preceding
date on which there were any sales of Common Shares.
“Plan” means this KeyCorp 1997 Stock
Option Plan for Directors as it may be amended from time to
time.
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3.
Administration of the Plan . The Plan shall be administered
by the Committee. The Board may from time to time remove members
from or add members to the Committee. Vacancies on the Committee,
however caused, shall be filled by the Board. The Board shall
select one of the Committee’s members as Chair. Members of
the Committee shall be eligible to be granted options to purchase
KeyCorp Common Shares under the Plan while serving on the
Committee.
The Committee
shall be vested with full authority to make such rules and
regulations as it deems necessary or desirable to administer the
Plan and to interpret the provisions of the Plan. Any
determination, decision or action of the Committee in connection
with the construction, interpretation, administration or
application of the Plan shall be final, conclusive and binding upon
all optionees and any person claiming under or through an optionee,
unless otherwise determined by the Board.
Any determination,
decision or action of the Committee provided for in the Plan may be
made or taken by action of the Board if it so determines, with the
same force and effect as if such determination, decision or action
had been made or taken by the Committee. No member of the Committee
or of the Board shall be liable for any determination, decision or
action made in good faith with respect to the Plan or any option
granted under the Plan. The fact that a member of the Board or the
Committee shall at the time be, or shall theretofore have been or
thereafter may be, a person who has received or is eligible to
receive an option shall not disqualify him or her from taking part
in and voting at any time as a member of the Board or of the
Committee, as applicable, in favor of or against any amendment or
repeal of the Plan.
4. Stock
Subject to the Plan .
(a) The stock
to be issued upon exercise of options granted under the Plan shall
be KeyCorp Common Shares which shall be made available from Common
Shares held in treasury. The aggregate number of Common Shares
which may be issued under or subject to options granted under this
Plan shall not exceed 1,000,000 shares.
(b) In the
event that any outstanding option or portion thereof under the Plan
for any reason expires or is terminated, the Common Shares
allocable to the unexercised portion of such option may again be
made subject to option under the Plan.
5. Grant
of Options . All options granted under this Plan shall be
“nonqualified stock options” for purposes of the
Internal Revenue Code of 1986, as amended.
6. Option
Price . The purchase price per Common Share which is subject to
an option shall be 100 percent of the Fair Market Value of a
Common Share on the date the option is granted.
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7.
Eligibility of Optionees .
(a) Options
on KeyCorp Common Shares shall automatically be granted annually on
the third business day following the date of the earnings release
of KeyCorp for the first quarter of each year, commencing in 1998,
to those persons who are then serving as Directors of
KeyC
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