exv10w1









Exhibit 10.1




KEYCORP




EXECUTIVE OFFICER GRANTS



(Award of Cash Performance Shares and Above-Target Performance Shares)


«Name»



By action of the Compensation and Organization Committee (the “Committee”) of the Board of
Directors of KeyCorp, taken pursuant to the KeyCorp 2010 Equity Compensation Plan (the “Plan”), and
subject to the terms and conditions of the Plan, you have been awarded KeyCorp Performance Shares
payable in cash, subject to vesting upon the achievement of specified performance criteria (the
“Cash Performance Shares”) and KeyCorp Performance Shares payable in cash subject to vesting upon
the achievement of specified additional performance criteria (the “Above-Target Performance
Shares”) (the “Cash Performance Shares” and “Above-Target Performance Shares” are sometimes
referred to collectively as the “Performance Shares”).



Please note that the Performance Shares granted to you under this Award Agreement remain subject to
the terms and conditions of the KeyCorp 2010 Equity Compensation Plan, the terms of this Award
Agreement and the terms and conditions of the attached Acceptance Agreement (“Acceptance
Agreement”). All capitalized terms used in both this Award Agreement and the Acceptance Agreement
will have the same meaning as provided under the 2010 Equity Compensation Plan.



1.       Date of Grant. The effective date of grant for the award of the Performance
Shares shall be May 19, 2011 (the “date of grant”).



2.       Vesting of Cash Performance Shares and Above-Target Performance Shares.





	 	(a)	 	In General. Your right to receive the Cash Performance Shares and
Above-Target Performance Shares shall be determined on the basis of KeyCorp’s
Shareholder Return Versus Peers Earnings per Share, and Average Return on Assets
(as such terms are defined in Appendix C) during the period of January 1,
2011 through December 31, 2013 (the “Performance Period”). You are able to earn
up to 100% of the Cash Performance Shares if the applicable targeted level of
performance is met or exceeded and up to 100% of the Above-Target Performance
Shares if the applicable maximum level of performance is met or exceeded.
	 
	 	(b)	 	Vesting of Performance Shares. The Cash Performance Shares and Above-Target
Performance Shares granted hereunder shall be vested on May 19, 2014, but only if (A)
you have been in the continuous employ of KeyCorp or a Subsidiary through such date and
(B) the Committee shall determine that the Cash Performance Shares and Above-Target
Performance Shares have been earned as set forth on Appendix C.
	 
	 	(c)	 	Determination by the Committee. The amount of the Cash Performance Shares and
Above-Target Performance Shares that will vest and the level of attainment of the
applicable performance goals set forth on Appendix C shall be determined by the
Committee as soon as practicable after the receipt of the audited financial statements
for KeyCorp relating to the last year of the Performance Period, but in no event later
than May 19, 2014.




3.       Transfers Void. Any purported transfer or encumbrance of the Cash Performance
Shares or Above-Target Performance Shares prior to the time that they have vested as set forth in
paragraph 2 shall be void.



4.       Payment of Performance Shares. Payment of any earned Performance Shares shall be made
in the form of cash. Payment shall occur as soon as practicable following the vesting of such
shares but in no event later than two and one-half months after vesting. Each Cash Performance
Share and Above-Target Performance Share shall have a value equal to the Fair Market Value of one
Common Share on the date of vesting of the Cash Performance Share and /or Above-Target Performance
Share.







 









 









	5.	 	Death, Disability, Termination Under Limited Circumstances, or Retirement.
	 
	 	 	If you die or become Disabled or you are Terminated Under Limited Circumstances or if you
Retire before fully vesting in your Performance Shares then a pro rata number of the
Performance Shares actually earned as provided on Appendix C shall be retained by you
or your estate and shall entitle you to the payment described in paragraph 2 following the
determination of the attainment of the performance goals upon conclusion of the Performance
Period, but the remainder shall immediately be forfeited following the determination of the
attainment of the performance goals upon conclusion of the Performance Period.
	 
	 	 	The pro rata vesting as provided for under this Section 5, shall be determined by multiplying
the number of not vested Performance Shares granted under this Award by a fraction, the
numerator of which shall be the number of full months measured from this Award grant date up
through the date of your death, Disability, the date of your Termination Under Limited
Circumstances or your Retirement and the denominator of which shall be 36.






(a) For purposes of this Section 5, the term “Retirement” shall mean your termination
of employment with Key on or following your attainment of age 55 and your completion
of at least 5 full years of service with Key (based on whole months), but it will not
include your Termination for Cause (regardless of your age or service at the time of
termination), and the term “Disability” shall mean your becoming eligible for
disability benefits under the KeyCorp Long Term Disability Plan and your termination
from Key.




(b) For purposes of this Section 5, the term “Termination Under Limited
Circumstances” shall mean your termination from Key under circumstances in which you
become entitled to receive (i) a severance benefit under the KeyCorp Separation Pay
Plan as in effect at the time of your termination, or (ii) under circumstances in
which you are entitled to receive salary continuation benefits under the terms and
conditions of an employment separation or letter agreement with Key, including,
without limitation, a Change of Control Agreement, or (iii) as otherwise expressly
approved by an officer of KeyCorp.




	6.	 	Forfeiture. The Performance Shares shall be immediately forfeited if your employment
with KeyCorp or a Subsidiary terminates prior to vesting as set forth in paragraph 2 unless
your employment terminates because of death, Disability, Retirement, or Termination Under
Limited Circumstances (in which case the specific provisions of paragraph 5 shall apply).
	 
	7.	 	Harmful Activity. Notwithstanding any other provisions of this
Agreement, if you engage in any “harmful activity” (as defined in Section 18 of the Plan)
prior to or within six months after your termination of employment with KeyCorp or a
Subsidiary, then any and all Performance Shares which have vested on or after one year prior
to termination of employment shall be immediately forfeited to KeyCorp and any cash paid upon
the vesting of the Performance Shares shall inure to and be payable to KeyCorp upon demand.
	 
	8.	 	Acceleration. In the event of a Change of Control, the performance goals relating to
the Cash Performance Shares (but not the Above-Target Performance Shares) shall be deemed to
be satisfied at 100% of target and such Cash Performance Shares shall vest on the earlier of:
(a) May 19, 2014; or (b) the date not more than two years on or after a Change of Control upon
which your employment terminates under circumstances entitling you to receive severance
benefits or salary continuation benefits under KeyCorp’s Separation Pay Plan or under any
employment or change of control or similar arrangement or agreement, but only if you have been
in the continuous employ of KeyCorp or a Subsidiary through such date.
	 
	9.	 	Rights to Dividend Equivalents. Divided equivalents paid on such Cash Performance
Shares shall be




 









 






	 	 	reinvested and shall be subject to the same terms and restrictions as the restrictions
otherwise applicable to such Cash Performance Shares (including but not limited to vesting
requirements) granted under this Award.
	 
	10.	 	Compliance with Section 409A of the Internal Revenue Code. To the extent applicable,
it is intended that this award and the Plan comply with the provisions of Section 409A of the
Internal Revenue Code. This award and the Plan shall be administrated in a manner consistent
with this intent, and any provision that would cause the award or the Plan to fail to satisfy
Section 409A shall have no force and effect until amended to comply with Section 409A (which
amendment may be retroactive to the extent permitted by Section 409A and may be made by
KeyCorp without your consent). In particular, to the extent your right to receive payment of
Cash Performance Shares becomes nonforfeitable under the terms of paragraph 2 above and the
event triggering your right to payment is your termination of employment, then notwithstanding
anything to the contrary in paragraph 2 above, payment will be made to you, to the extent
necessary to comply with Section 409A, on the earlier of (a) your “separation from service”
with KeyCorp (determined in accordance with section 409A); provided, however, that in case you
are a “specified employee” (within the meaning of Section 409A), your date of payment shall
not occur until the first day of the seventh month following the date of your separation from
service with KeyCorp or (b) your death.
	 
	11.	 	KeyCorp’s Reservation of Rights. As a condition of receiving this award, you
acknowledge and agree that Key intends to comply with requirements of the (i) the Dodd-Frank
Wall Street Reform and Consumer Protection Act (including clawback provisions), as the same
may be amended from time to time, (ii) the banking regulatory agencies’ Guidance on Sound
Incentive Compensation Policies, (iii) KeyCorp’s Enterprise Risk Managements risk requirements
and policies, and (iv) its continuing obligation to maintain the safety and soundness of the
organization. As a condition of your receiving this award, you understand and agree that Key
may, in its sole discretion, (i) decrease or forfeit all or any part of this award granted to
you, (ii) initiate a clawback of all or any part of this award granted to you, and/or (iii)
demand your transfer of such Performance Shares back to Key if Key determines that such action
is necessary or desirable.
	 
	12.	 	Tax Withholding. You shall be permitted to satisfy, in whole or in part, any
withholding tax obligation that may arise in connection with the vesting of any award of stock
or shares hereunder by delivering to KeyCorp in Cash Performance Shares or Above-Target
Performance Shares an amount equal to such withholding tax obligation.
	 
	13.	 	Condition. The award of Performance Shares granted hereby is conditioned upon your
execution and delivery to KeyCorp of the Acceptance Agreement set forth hereinafter.
	 
	14.	 	Amendment and Modification. The terms and conditions of this award may not be
modified, amended or waived except by an instrument in writing signed by a duly authorized
executive officer of KeyCorp.





	 	 	 	 	 

	         
               
           , 2011

	 	 

Johnni Beckel
	 	 
	 

	 	Chief Human Resources Officer	 	 






 









 






ACCEPTANCE AGREEMENT




          I acknowledge receipt of the above award of Cash Performance Shares and Above-Target
Performance Shares 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, and (ii) independent of any Plan provisions.





	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
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. I understand that a “Termination Under Limited Circumstances” shall mean
the termination of my employment with Key (i) under circumstances in which I am
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 am 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 an officer 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 its attorney fees 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 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