EX-10.1






Exhibit 10.1




KEYCORP




OFFICER GRANTS




(Award of Restricted Stock)




«Name»



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.





	1.	 	Date of Grant. The effective date of grant for the award of the Restricted Stock
shall be March 12, 2009 (the “Date of Grant”).
	 
	2.	 	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.
	 
	3.	 	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.
	 
	4.	 	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.
	 
	5.	 	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.
	 
	6.	 	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.




 









 






	7.	 	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.
	 
	8.	 	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.
	 
	9.	 	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.
	 
	10.	 	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.
	 
	11.	 	Condition. This Restricted Stock grant award is conditioned upon your execution and
delivery to KeyCorp of the Agreement set forth hereinafter.
	 
	12.	 	Amendment and Modification. The terms and conditions of this Restricted Stock grant
award are subject to the requirements of EESA, TARP, and ARRA with all regulations and
guidance promulgated thereunder. In the event that all or any portion of this Restricted
Stock grant award is found to be conflict with the requirements of EESA, TARP, and/or ARRA
then in such event this grant award shall be automatically modified to reflect the
requirements of the law, regulation and/or guidance, and this grant award shall be interpreted
and administered accordingly. As a condition of your receiving this Restricted Stock grant
award, you acknowledge (i) that this grant award remains subject to the requirements of EESA,
TARP, and ARRA, (ii) that it is subject to modification in order to comply with EESA, TARP,
and/or ARRA, and (iii) that you agree to immediately repay all amounts that may have been paid
to you that are later determined to be in conflict with the requirements of ARRA, TARP, and/or
EESA.
	 
	13.	 	Clawback Requirements. Notwithstanding any provision in this Agreement to the
contrary, if it is later determined that your grant (or payment with respect thereto) of
Restricted Stock under this Agreement was based on materially inaccurate financial statements
or any other materially inaccurate performance metric criteria, then in such event, (i) your
unvested Restricted Stock granted under this Agreement shall become immediately forfeited,
and (ii) the full amount of any and all payment(s) that have been made to you under this
Agreement shall become immediately due and owing to KeyCorp, and you shall repay the full
amount of such payment(s) to KeyCorp in accordance with and in a manner that complies with the
requirements of Section 111(b)(2)(B) of EESA.




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	 	 	This Section 13 shall be in addition to all other provisions requiring a repayment to
KeyCorp upon the occurrence of certain specified events. In interpreting such other
provisions, however, the effect of this Section 13 shall be taken into account in order to
avoid a duplication of repayments





	 	 	 
	____________, 2009
	 	 
	 

	 	 
	 

	 	Thomas E. Helfrich

Executive Vice President







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ACCEPTANCE OF GRANT AGREEMENT




     I acknowledge receipt of the above award of Restricted Stock, and in consideration thereof I
accept such awards subject to the terms and conditions of the Plan (including, without limitation,
the harmful activity provisions thereof) and the restrictions upon me as set forth hereinafter in
this Agreement.



     My agreement to the following restrictions is (i) in addition to (and not in limitation of)
any other agreements, plans, policies, or practices that are applicable to me as a KeyCorp or
Subsidiary (collectively “Key”) employee, (ii) independent of any Plan provisions, and (iii)
binding upon me regardless of whether I sell, transfer, otherwise dispose of, pledge, or otherwise
hypothecate the Common Shares acquired under the Restricted Stock awarded to me.




	1.	 	I recognize the importance of preserving the confidentiality of Non-Public Information of
Key. Therefore, I acknowledge and agree that: (a) during my employment with Key, I will
acquire, reproduce, and use such Non-Public Information only to the extent reasonably
necessary for the proper performance of my duties; (b) during and after my employment with
Key, I will not use, publish, sell, trade or otherwise disclose such Non-Public Information;
and (c) upon termination of my employment with Key, I will immediately return to Key all
documents, data, and things in my possession or to which I have access that involve such
Non-Public Information. I agree to sign nondisclosure agreements in favor of Key and others
doing business with Key with whom Key has a confidential relationship.
	 
	2.	 	I acknowledge and agree that the duties of my position at Key may include the development of
Intellectual Property. Accordingly, any Intellectual Property which I create with any of
Key’s resources or assistance, in whole or in part, during my employment with Key, and which
pertains to the business of Key, is the property of Key; and I hereby agree to and do assign
to Key all right, title, and interest in and to such Intellectual Property, including, without
limitation, copyrights, trademarks, service marks, and patents in or to (or associated with)
such Intellectual Property and agree to sign patent applications and assignments thereof,
without additional compensation.
	 
	3.	 	Except in the proper performance of my duties for Key, I acknowledge and agree that from the
date hereof through a period of one (1) year after the termination of my employment with Key
for any reason, I will not, directly or indirectly, for myself or on behalf of any other
person or entity, hire or solicit or entice for employment any Key employee without the
written consent of Key, which consent it may grant or withhold in its discretion.






	4.	 	(a)	 	Except in the proper performance of my duties for Key, I acknowledge and agree that from
the date hereof through a period of one (1) year after the termination of my employment with
Key for any reason, I will not, directly or indirectly, for myself or on behalf of any other
person or entity, call upon, solicit, or do business with (other than for a business which
does not compete with any business or business activity conducted by Key) any Key customer or
potential customer I interacted with, became acquainted with, or learned of through access to
information while I performed services for Key during my employment with Key, without the
written consent of Key, which consent it may grant or withhold in its discretion.




 









 












	 	(b)	 	In the event that my employment is terminated with Key as a result of a
Termination Under Limited Circumstances as defined below, the restrictions in
paragraph 4(a) of this Agreement shall become inapplicable to me; however, the
restrictions in paragraphs 1, 2, and 3 of this Agreement shall remain in full force
and effect nevertheless. The term “Termination Under Limited Circumstances” shall
mean the termination of my employment with Key (i) under circumstances in which I
would be entitled to receive severance benefits or salary continuation benefits under
the terms and conditions of the KeyCorp Separation Plan in effect at the time of such
termination, or (ii) under circumstances in which I would be entitled to receive
severance benefits, salary continuation benefits, or similar benefits under the terms
and conditions of an agreement with Key, including, without limitation, a change of
control agreement or employment or letter agreement, or (iii) as otherwise expressly
approved by the Compensation and Organization Committee of KeyCorp in its sole
discretion.






	5.	 	In the event a court of competent jurisdiction determines that any of the restrictions
contained in the above numbered paragraphs of this Agreement are excessive because of duration
or scope or are otherwise unenforceable, the provisions hereof shall not be void but, with
respect to such limitations held to be excessive, they shall be modified to incorporate the
maximum limitations such court will permit, not exceeding the limitations contained in the
acceptance of grant. In the event I engage in any activity in violation hereof, I acknowledge
that such activity may cause serious damage and irreparable injury to Key, which will permit
Key to terminate my employment (if applicable) and seek monetary damages, and Key shall also
be entitled to injunctive, equitable, and other relief. I acknowledge and agree that the
validity, interpretation, and performance of this Agreement shall be construed under the
internal substantive laws of Ohio.






BY SIGNING THIS ACCEPTANCE OF GRANT AGREEMENT, I ACKNOWLEDGE THAT I HAVE HAD AMPLE OPPORTUNITY TO
READ THIS AGREEMENT AND THE PLAN, MAKE A DILIGENT INQUIRY, ASK QUESTIONS, AND CONSULT WITH MY
ATTORNEY IF I CHOSE TO DO SO.



_______________________

«Name»- Sign Your Name




_______________________

Date