Common use of Certain Terminations Clause in Contracts

Certain Terminations. Notwithstanding Section 1(a), if, prior to the Vesting Date: (i) the Participant’s continuous employment is terminated as a result of the Participant’s death or Disability, the Participant will immediately vest in the target number of Performance Shares; or (ii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (A) for any unvested Performance Shares that were granted one year or more prior to the Participant’s effective termination date, fully vest in such Performance Shares, and (B) for any unvested Performance Shares that were granted less than one year prior to Participant’s effective termination date, vest in a pro rata portion of such Performance Shares; however, Key may, in its sole discretion, provide that any unvested Performance Shares that would otherwise be subject to Section 1(b)(ii)(B) (i.e., vest in a pro rata portion as a result of Retirement because such Performance Shares were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(ii)(A) (i.e., fully vest); or (iii) the Participant’s continuous employment is terminated as a result of the Participant’s Voluntary Resignation on or after attaining age 55 and completion of at least 5 years of service (excluding a Retirement), the Participant will vest in a pro rata portion of any unvested Performance Shares; or (iv) the Participant’s continuous employment is terminated as a result of a Termination Under Limited Circumstances, the Participant will vest in any unvested Performance Shares on the scheduled Vesting Date(s); provided, however, that should KeyCorp determine, in its sole discretion, that full vesting of any unvested Performance Shares would result in the unjust enrichment of the Participant, or would be contrary to any Key policy, or otherwise could be detrimental to the interests of Key or its shareholders, KeyCorp may choose to vest only a pro-rata portion of the unvested Performance Shares instead. Subject to Section 14 hereof, Performance Shares vested under the provisions of Section 1(b)(i) or (iii) and any Performance Shares subject to pro rata vesting under the provisions of Section 1(b)(ii) or (iv) shall be paid in cash within 45 days after the termination of the Participant’s employment, and Performance Shares subject to continued vesting under the provisions of Section 1(b)(ii) or (iv) shall be paid in cash within 45 days after the scheduled Vesting Date(s). The pro rata vesting provided for under this Award Agreement shall be determined by multiplying the number of unvested Performance Shares as of the date of the Participant’s termination by a fraction, the numerator of which shall be the number of full months of Participant’s continuous employment from the Date of Grant through the date of termination and the denominator of which shall be 36, and adjusting this number at the end of the Performance Period based on the level of achievement of the Performance Goals (and the satisfaction of the other terms and conditions of this Award Agreement, the Plan and the Acceptance Agreement).

Certain Terminations. Notwithstanding Section 1(a), if, prior to the Vesting Date: (i) the Participant’s continuous employment is terminated as a result of the Participant’s death or Disability, the Participant will immediately vest in the target full number of the Performance Shares; or (ii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (A) for any unvested Performance Shares that were granted one year or more prior to the Participant’s effective termination date, fully vest in such Performance Shares, and (B) for any unvested Performance Shares that were granted less than one year prior to Participant’s effective termination date, vest in a pro rata portion of such Performance Shares; provided, however, that Key may, in its sole discretion, provide that any unvested Performance Shares that would otherwise be subject to Section 1(b)(ii)(B) (i.e., vest in a pro rata portion as a result of Retirement because such Performance Shares were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(ii)(A) (i.e., fully vest); or (iii) the Participant’s continuous employment is terminated as a result of a Termination Under Limited Circumstances, subject to the ParticipantParticipant executing a release of claims in Key’s Voluntary Resignation on or after attaining age 55 and completion of at least 5 years of service (excluding favor in a Retirement)form agreeable to Key, the Participant will vest in a pro rata portion the full number of any unvested Performance Shares; or (iv) the Participant’s continuous employment is terminated as a result of a Termination Under Limited Circumstances, the Participant will vest in any unvested Performance Shares on the scheduled Vesting Date(s)Date; provided, however, that should KeyCorp Key determine, in its sole discretion, that full vesting of any unvested Performance Shares would result in the unjust enrichment of the Participant, or would be contrary to any Key policymay provide, or otherwise could be detrimental to instead, that the interests of Key or its shareholders, KeyCorp may choose to Participant will vest only in a pro-pro rata portion of the any unvested Performance Shares insteadShares. Subject to Section 14 11 hereof, Performance Shares vested under the provisions of Section 1(b)(i) or (iii) and any Performance Shares subject to pro rata vesting under the provisions of Section 1(b)(ii) or (iviii) shall be paid in cash Common Shares within 45 days after the termination of the Participant’s employment, and Performance Shares subject to continued vesting under the provisions of Section 1(b)(ii) or (iviii) shall be paid in cash Common Shares within 45 days after the scheduled Vesting Date(s). The pro rata vesting provided for under this Award Agreement shall be determined by multiplying the number of unvested Performance Shares as of the date of the Participant’s termination by a fraction, the numerator of which shall be the number of full months of Participant’s continuous employment from the Date of Grant through the date of termination and the denominator of which shall be 36, and adjusting this number at the end of the Performance Period based on the level of achievement of the Performance Goals (and the satisfaction of the other terms and conditions of this Award Agreement, the Plan and the Acceptance Agreement)Date.

Certain Terminations. Notwithstanding Section 1(a), if, prior to the Vesting Date: (i) the Participant’s continuous employment is terminated as a result of the Participant’s death or Disability, the Participant will immediately vest in the target number of Performance Shares; or (ii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (A) for any unvested Performance Shares that were granted one year or more prior to the Participant’s effective termination date, fully vest in such Performance SharesShares subject to achievement of the Performance Goals, and (B) for any unvested Performance Shares that were granted less than one year prior to Participant’s effective termination date, vest in a pro rata portion of such Performance SharesShares subject to achievement of the Performance Goals; however, Key may, in its sole discretion, provide that any unvested Performance Shares that would otherwise be subject to Section 1(b)(ii)(B) (i.e., vest in a pro rata portion as a result of Retirement because such Performance Shares were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(ii)(A) (i.e., fully vest); or (iii) the Participant’s continuous employment is terminated as a result of the Participant’s Voluntary Resignation on or after attaining age 55 and completion of at least 5 years of service (excluding a Retirement), the Participant will vest in a pro rata portion of any unvested Performance SharesShares subject to achievement of the Performance Goals; or (iv) the Participant’s continuous employment is terminated as a result of a Termination Under Limited Circumstances, the Participant will vest in any unvested Performance Shares on the scheduled Vesting Date(s)Date subject to achievement of the Performance Goals; provided, however, that should KeyCorp determine, in its sole discretion, that full vesting of any unvested Performance Shares would result in the unjust enrichment of the Participant, or would be contrary to any Key policy, or otherwise could be detrimental to the interests of Key or its shareholders, KeyCorp may choose to vest only a pro-rata portion of the unvested Performance Shares instead. Subject to Section 14 hereof, Performance Shares vested under the provisions of Section 1(b)(i) or (iii) and any Performance Shares subject to pro rata vesting under the provisions of Section 1(b)(ii) or (iv) shall be paid in cash within 45 days after the termination of the Participant’s employment, and Performance Shares subject to continued vesting vested under the provisions of Section 1(b)(ii) ), (iii), or (iv) shall be paid in cash within 45 days after the scheduled Vesting Date(s)Date. The pro rata vesting provided for under this Award Agreement shall be determined by multiplying the number of unvested Performance Shares as of the date of the Participant’s termination by a fraction, the numerator of which shall be the number of full months of Participant’s continuous employment from the Date of Grant through the date of termination and the denominator of which shall be 36, and adjusting this number at the end of the Performance Period based on the level of achievement of the Performance Goals (and the satisfaction of the other terms and conditions of this Award Agreement, the Plan and the Acceptance Agreement).

Certain Terminations. Notwithstanding Section 1(a), if, prior to the Vesting Date: , (i) the Participant’s continuous employment is terminated as a result of the Participant’s death or Disability, the Participant will immediately vest in the target number of any unvested Performance Shares; or (ii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (A) for any unvested Performance Shares that were granted one year or more prior to the Participant’s effective termination date, fully vest in such Performance Shares, and (B) for any unvested Performance Shares that were granted less than one year prior to Participant’s effective termination date, vest in a pro rata portion of such Performance Shares; howeveror (iii) the Participant’s continuous employment is terminated as a result of a Termination Under Limited Circumstances, the Participant will vest in a pro rata portion of any unvested Performance Shares. Key may, in its sole discretion, provide that any unvested Performance Shares that would otherwise be subject to Section 1(b)(ii)(B) (i.e., vest in a pro rata portion as a result of Retirement because such Performance Shares were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(ii)(A) (i.e., fully vest); or (iii) the Participant’s continuous employment is terminated as a result of the Participant’s Voluntary Resignation on or after attaining age 55 and completion of at least 5 years of service (excluding a Retirement), the Participant will vest in a pro rata portion of any unvested Performance Shares; or (iv) the Participant’s continuous employment is terminated as a result of a Termination Under Limited Circumstances, the Participant will vest in any unvested Performance Shares on the scheduled Vesting Date(s); provided, however, that should KeyCorp determine, in its sole discretion, that full vesting of any unvested Performance Shares would result in the unjust enrichment of the Participant, or would be contrary to any Key policy, or otherwise could be detrimental to the interests of Key or its shareholders, KeyCorp may choose to vest only a pro-rata portion of the unvested Performance Shares instead. Subject to Section 14 11 hereof, Performance Shares vested under the provisions of Section 1(b)(i) or (iii) and any Performance Shares subject to pro rata vesting under the provisions of Section 1(b)(ii) or (iv) shall be paid in cash within 45 days after the termination of the Participant’s employment, and Performance Shares subject to continued vesting vested under the provisions of Section 1(b)(ii) or (iviii) shall be paid in cash within 45 days after the scheduled Vesting Date(s). The pro rata vesting provided for under this Award Agreement shall be determined by multiplying the number of unvested Performance Shares as of the date of the Participant’s termination by a fraction, the numerator of which shall be the number of full months of Participant’s continuous employment from the Date of Grant through the date of termination and the denominator of which shall be 36, and adjusting this number at the end of the Performance Period based on the level of achievement of the Performance Goals (and the satisfaction of the other terms and conditions of this Award Agreement, the Plan and the Acceptance Agreement).

Certain Terminations. Notwithstanding Section 1(a), if, prior to the Vesting Date: (i) the Participant’s continuous employment is terminated as a result of the Participant’s death or Disability, the Participant will immediately vest in the target number of Performance Shares; any unvested Units or (ii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (A) for any unvested Performance Shares Units that were granted one year or more prior to the Participant’s effective termination date, fully vest in such Performance Sharesany unvested Units on the scheduled Vesting Date(s), and (B) for any unvested Performance Shares Units that were granted less than one year prior to Participant’s effective termination date, immediately vest in a pro rata portion of such Performance Shares; however, Units. Key may, in its sole discretion, provide that any unvested Performance Shares Units that would otherwise be subject to Section 1(b)(ii)(B) (i.e., vest in a pro rata portion as a result of Retirement because such Performance Shares Units were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(ii)(A) (i.e., fully vestvest in any unvested Units on the scheduled Vesting Date); or (iii) the Participant’s continuous employment is terminated as a result of the Participant’s a Voluntary Resignation on or after attaining age 55 and completion of at least 5 years of service (excluding a Retirement), the Participant will shall immediately vest in a pro rata portion of any unvested Performance Sharessuch Units; or (iv) the Participant’s continuous employment is terminated as a result of a Termination Under Limited Circumstances, the Participant will vest in any unvested Performance Shares Units on the scheduled Vesting Date(s); provided, however, that should KeyCorp determine, in its sole discretion, that full vesting of any unvested Performance Shares Units would result in the unjust enrichment of the Participant, or would be contrary to any Key policy, or otherwise could be detrimental to the interests of Key or its shareholders, KeyCorp may choose to vest only a pro-rata portion of the unvested Performance Shares Units instead. Subject to Section 14 hereof, Performance Shares Units vested under the provisions of Section 1(b)(i) or (iii) shall be distributed within 45 days of the termination, and any Performance Shares subject to pro rata vesting Units vested under the provisions of Section 1(b)(ii) or (iv) shall be paid in cash distributed within 45 days after the termination of the Participant’s employment, and Performance Shares subject to continued vesting under the provisions of Section 1(b)(ii) or (iv) shall be paid in cash within 45 days after the scheduled Vesting Date(s). The pro rata vesting provided for under this Award Agreement shall be determined by multiplying the number of unvested Performance Shares Units as of the date of the Participant’s termination of employment by a fraction, the numerator of which shall be the number of full months of Participant’s continuous employment from the Date of Grant through the date of termination and the denominator of which shall be 36, number of full months between the Date of Grant and adjusting this number at the end of the Performance Period based on the level of achievement of the Performance Goals (and the satisfaction of the other terms and conditions of this Award Agreement, the Plan and the Acceptance Agreement)latest Vesting Date.

Certain Terminations. Notwithstanding Section 1(a), if, prior to the Vesting Date: (i) the Participant’s continuous employment is terminated as a result of the Participant’s death or Disability, the Participant will immediately vest in the target number of Performance Shares; any unvested Units or (ii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (A) for any unvested Performance Shares Units that were granted one year or more prior to the Participant’s effective termination date, fully vest in such Performance Sharesany unvested Units on the scheduled Vesting Date(s), and (B) for any unvested Performance Shares Units that were granted less than one year prior to Participant’s effective termination date, immediately vest in a pro rata portion of such Performance Shares; however, Units. Key may, in its sole discretion, provide that any unvested Performance Shares Units that would otherwise be subject to Section 1(b)(ii)(B) (i.e., vest in a pro rata portion as a result of Retirement because such Performance Shares Units were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(ii)(A) (i.e., fully vestvest in any unvested Units on the scheduled Vesting Date); or (iii) the Participant’s continuous employment is terminated as a result of the Participant’s a Voluntary Resignation on or after attaining age 55 and completion of at least 5 years of service (excluding a Retirement), the Participant will shall immediately vest in a pro rata portion of any unvested Performance Sharessuch Units; or (iv) the Participant’s continuous employment is terminated as a result of a Termination Under Limited Circumstances, subject to the Participant executing a release of claims in Key’s favor in a form agreeable to Key, the Participant will vest in any unvested Performance Shares Units on the scheduled Vesting Date(s); provided, however, that should KeyCorp Key determine, in its sole discretion, that full vesting of any unvested Performance Shares Units would result in the unjust enrichment of the Participant, or would be contrary to any Key policymay provide, or otherwise could be detrimental to instead, that the interests of Key or its shareholders, KeyCorp may choose to Participant will vest only in a pro-pro rata portion of the any unvested Performance Shares insteadUnits. Subject to Section 14 11 hereof, Performance Shares Units vested under the provisions of Section 1(b)(i) or (iii) shall be distributed within 45 days of the termination, and any Performance Shares subject to pro rata vesting Units vested under the provisions of Section 1(b)(ii) or (iv) shall be paid in cash distributed within 45 days after the termination of the Participant’s employment, and Performance Shares subject to continued vesting under the provisions of Section 1(b)(ii) or (iv) shall be paid in cash within 45 days after the scheduled Vesting Date(s). The pro rata vesting provided for under this Award Agreement shall be determined by multiplying the number of unvested Performance Shares as of the date of the Participant’s termination by a fraction, the numerator of which shall be the number of full months of Participant’s continuous employment from the Date of Grant through the date of termination and the denominator of which shall be 36, and adjusting this number at the end of the Performance Period based on the level of achievement of the Performance Goals (and the satisfaction of the other terms and conditions of this Award Agreement, the Plan and the Acceptance Agreement).

Certain Terminations. Notwithstanding Section 1(a), if, prior to the Vesting Date: (i) the Participant’s continuous employment is terminated as a result of the Participant’s death or Disability, the Participant will immediately vest in the target number of Performance Sharesany unvested Units; or (ii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (A) for any unvested Performance Shares Units that were granted one year or more prior to the Participant’s effective termination date, fully vest in such Performance Sharesany unvested Units on the scheduled Vesting Date(s), and (B) for any unvested Performance Shares Units that were granted less than one year prior to Participant’s effective termination date, vest in a pro rata portion of such Performance SharesUnits; however, Key may, in its sole discretion, provide that any unvested Performance Shares Units that would otherwise be subject to Section 1(b)(ii)(B) (i.e., vest in a pro rata portion as a result of Retirement because such Performance Shares Units were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(ii)(A) (i.e., fully vestvest in any unvested Units on the scheduled Vesting Date); or (iii) the Participant’s continuous employment is terminated as a result of the Participant’s a Voluntary Resignation on or after attaining age 55 and completion of at least 5 years of service (excluding a Retirement), the Participant will shall immediately vest in a pro rata portion of any unvested Performance Sharessuch Units; or (iv) the Participant’s continuous employment is terminated as a result of a Termination Under Limited Circumstances, the Participant will vest in any unvested Performance Shares Units on the scheduled Vesting Date(s); provided, however, that should KeyCorp determine, in its sole discretion, that full vesting of any unvested Performance Shares Units would result in the unjust enrichment of the Participant, or would be contrary to any Key policy, or otherwise could be detrimental to the interests of Key or its shareholders, KeyCorp may choose to vest only a pro-rata portion of the unvested Performance Shares Units instead. Subject to Section 14 hereof, Performance Shares Units vested under the provisions of Section 1(b)(i) or (iii) and any Performance Shares Units subject to pro rata vesting under the provisions of Section 1(b)(ii) or (iv) shall be paid in cash distributed within 45 days after the termination of the Participant’s employmenttermination, and Performance Shares Units subject to continued vesting under the provisions of Section 1(b)(ii) or (iv) shall be paid in cash distributed within 45 days after of the scheduled Vesting Date(s). The pro rata vesting provided for under this Award Agreement shall be determined by multiplying the number of unvested Performance Shares Units as of the date of the Participant’s termination of employment by a fraction, the numerator of which shall be the number of full months of Participant’s continuous employment from the Date of Grant through the date of termination and the denominator of which shall be 36, number of full months between the Date of Grant and adjusting this number at the end of the Performance Period based on the level of achievement of the Performance Goals (and the satisfaction of the other terms and conditions of this Award Agreement, the Plan and the Acceptance Agreement)latest Vesting Date.

Certain Terminations. Notwithstanding Section 1(a), if, prior to the Vesting Date: (i) the Participant’s continuous employment is terminated as a result of the Participant’s death or Disability, the Participant will immediately vest in the target number of Performance Shares; or (ii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (A) for any unvested Performance Shares that were granted one year or more prior to the Participant’s effective termination date, fully vest in such Performance Shares, and (B) for any unvested Performance Shares that were granted less than one year prior to Participant’s effective termination date, vest in a pro rata portion of such Performance Shares; provided, however, that Key may, in its sole discretion, provide that any unvested Performance Shares that would otherwise be subject to Section 1(b)(ii)(B) (i.e., vest in a pro rata portion as a result of Retirement because such Performance Shares were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(ii)(A) (i.e., fully vest); or (iii) the Participant’s continuous employment is terminated as a result of the Participant’s Voluntary Resignation on or after attaining age 55 and completion of at least 5 years of service (excluding a Retirement), the Participant will vest in a pro rata portion of any unvested Performance Shares; or (iv) the Participant’s continuous employment is terminated as a result of a Termination Under Limited Circumstances, subject to the Participant executing a release of claims in Key’s favor in a form agreeable to Key, the Participant will vest in any unvested Performance Shares on the scheduled Vesting Date(s); provided, however, that should KeyCorp Key determine, in its sole discretion, that full vesting of any unvested Performance Shares would result in the unjust enrichment of the Participant, or would be contrary to any Key policymay provide, or otherwise could be detrimental to instead, that the interests of Key or its shareholders, KeyCorp may choose to Participant will vest only in a pro-pro rata portion of the any unvested Performance Shares insteadShares. Subject to Section 14 11 hereof, Performance Shares vested under the provisions of Section 1(b)(i) or (iii) and any Performance Shares subject to pro rata vesting under the provisions of Section 1(b)(ii) or (iv) shall be paid in cash within 45 days after the termination of the Participant’s employment, and Performance Shares subject to continued vesting vested under the provisions of Section 1(b)(ii), (iii) or (iv) shall be paid in cash within 45 days after the scheduled Vesting Date(s). The pro rata vesting provided for under this Award Agreement shall be determined by multiplying the number of unvested Performance Shares as of the date of the Participant’s termination by a fraction, the numerator of which shall be the number of full months of Participant’s continuous employment from the Date of Grant through the date of termination and the denominator of which shall be 36, and adjusting this number at the end of the Performance Period based on the level of achievement of the Performance Goals (and the satisfaction of the other terms and conditions of this Award Agreement, the Plan and the Acceptance Agreement).

Certain Terminations. Notwithstanding Section 1(a), if, prior to the Vesting Date: (i) the Participant’s continuous employment is terminated as a result of the Participant’s death or Disability, the Participant will immediately vest in the target number of Performance Shares; or (ii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (A) for any unvested Performance Shares that were granted one year or more prior to the Participant’s effective termination date, fully vest in such Performance Shares, and (B) for any unvested Performance Shares that were granted less than one year prior to Participant’s effective termination date, vest in a pro rata portion of such Performance Shares; provided, however, that Key may, in its sole discretion, provide that any unvested Performance Shares that would otherwise be subject to Section 1(b)(ii)(B) (i.e., vest in a pro rata portion as a result of Retirement because such Performance Shares were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(ii)(A) (i.e., fully vest); or (iii) the Participant’s continuous employment is terminated as a result of the Participant’s Voluntary Resignation on or after attaining age 55 and completion of at least 5 years of service (excluding a Retirement), the Participant will vest in a pro rata portion of any unvested Performance Shares; or (iv) the Participant’s continuous employment is terminated as a result of a Termination Under Limited Circumstances, subject to the Participant executing a release of claims in Key’s favor in a form agreeable to Key, the Participant will vest in any unvested Performance Shares on the scheduled Vesting Date(s); provided, however, that should KeyCorp Key determine, in its sole discretion, that full vesting of any unvested Performance Shares would result in the unjust enrichment of the Participant, or would be contrary to any Key policymay provide, or otherwise could be detrimental to instead, that the interests of Key or its shareholders, KeyCorp may choose to Participant will vest only in a pro-pro rata portion of the any unvested Performance Shares insteadShares. Subject to Section 14 11 hereof, Performance Shares vested under the provisions of Section 1(b)(i) or (iii) and any Performance Shares subject to pro rata vesting under the provisions of Section 1(b)(ii) or (iv) shall be paid in cash within 45 days after the termination of the Participant’s employment, and Performance Shares subject to continued vesting vested under the provisions of Section 1(b)(ii), (iii) or (iv) shall be paid in cash within 45 days after the scheduled Vesting Date(s). The pro rata vesting provided for under this Award Agreement shall be determined by multiplying the number of unvested Performance Shares as of the date of the Participant’s termination by a fraction, the numerator of which shall be the number of full months of Participant’s continuous employment from the Date of Grant through the date of termination and the denominator of which shall be 36, and adjusting this number at the end of the Performance Period based on the level of achievement of the Performance Goals (and the satisfaction of the other terms and conditions of this Award Agreement, the Plan and the Acceptance Agreement).

Certain Terminations. Notwithstanding Section 1(a), if, prior to the Vesting Date: (i) the Participant’s continuous employment is terminated as a result of the Participant’s death or Disability, the Participant will immediately vest in the target number of Performance Shares; or (ii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (A) for any unvested Performance Shares that were granted one year or more prior to the Participant’s effective termination date, fully vest in such Performance Shares, and (B) for any unvested Performance Shares that were granted less than one year prior to Participant’s effective termination date, vest in a pro rata portion of such Performance Shares; provided, however, that Key may, in its sole discretion, provide that any unvested Performance Shares that would otherwise be subject to Section 1(b)(ii)(B) (i.e., vest in a pro rata portion as a result of Retirement because such Performance Shares were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(ii)(A) (i.e., fully vest); or (iii) the Participant’s continuous employment is terminated as a result of the Participant’s Voluntary Resignation on or after attaining age 55 and completion of at least 5 years of service (excluding a Retirement), the Participant will vest in a pro rata portion of any unvested Performance Shares; or (iv) the Participant’s continuous employment is terminated as a result of a Termination Under Limited Circumstances, the Participant will vest in any unvested Performance Shares on the scheduled Vesting Date(s); provided, however, that should KeyCorp determine, in its sole discretion, that full vesting of any unvested Performance Shares would result in the unjust enrichment of the Participant, or would be contrary to any Key policy, or otherwise could be detrimental to the interests of Key or its shareholders, KeyCorp may choose to vest only a pro-rata portion of the unvested Performance Shares Units instead. Subject to Section 14 hereof, Performance Shares vested under the provisions of Section 1(b)(i) or (iii) and any Performance Shares subject to pro rata vesting under the provisions of Section 1(b)(ii) or (iv) shall be paid in cash within 45 days after the termination of the Participant’s employment, and Performance Shares subject to continued vesting vested under the provisions of Section 1(b)(ii), (iii) or (iv) shall be paid in cash within 45 days after the scheduled Vesting Date(s). The pro rata vesting provided for under this Award Agreement shall be determined by multiplying the number of unvested Performance Shares as of the date of the Participant’s termination by a fraction, the numerator of which shall be the number of full months of Participant’s continuous employment from the Date of Grant through the date of termination and the denominator of which shall be 36, and adjusting this number at the end of the Performance Period based on the level of achievement of the Performance Goals (and the satisfaction of the other terms and conditions of this Award Agreement, the Plan and the Acceptance Agreement).

Certain Terminations. Notwithstanding Section 1(a), if, prior to the Vesting Date: (i) the Participant’s continuous employment is terminated as a result of the Participant’s death or Disability, the Participant will immediately vest in the target number of Performance Shares; any unvested Units or (ii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (A) for any unvested Performance Shares Units that were granted one year or more prior to the Participant’s effective termination date, fully vest in such Performance Sharesany unvested Units on the scheduled Vesting Date(s), and (B) for any unvested Performance Shares Units that were granted less than one year prior to Participant’s effective termination date, vest in a pro rata portion of such Performance SharesUnits; however, Key may, in its sole discretion, provide that any unvested Performance Shares Units that would otherwise be subject to Section 1(b)(ii)(B) (i.e., vest in a pro rata portion as a result of Retirement because such Performance Shares Units were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(ii)(A) (i.e., fully vestvest in any unvested Units on the scheduled Vesting Date); or (iii) the Participant’s continuous employment is terminated as a result of the Participant’s a Voluntary Resignation on or after attaining age 55 and completion of at least 5 years of service (excluding a Retirement), the Participant will shall immediately vest in a pro rata portion of any unvested Performance Sharessuch Units; or (iv) the Participant’s continuous employment is terminated as a result of a Termination Under Limited Circumstances, the Participant will vest in any unvested Performance Shares Units on the scheduled Vesting Date(s); provided, however, that should KeyCorp determine, in its sole discretion, that full vesting of any unvested Performance Shares Units would result in the unjust enrichment of the Participant, or would be contrary to any Key policy, or otherwise could be detrimental to the interests of Key or its shareholders, KeyCorp may choose to vest only a pro-rata portion of the unvested Performance Shares Units instead. Subject to Section 14 hereof, Performance Shares Units vested under the provisions of Section 1(b)(i) or (iii) and any Performance Shares Units subject to pro rata vesting under the provisions of Section 1(b)(ii) or (iv) shall be paid in cash distributed within 45 days after the termination of the Participant’s employmenttermination, and Performance Shares Units subject to continued vesting under the provisions of Section 1(b)(ii) or (iv) shall be paid in cash distributed within 45 days after of the scheduled Vesting Date(s). The pro rata vesting provided for under this Award Agreement shall be determined by multiplying the number of unvested Performance Shares Units as of the date of the Participant’s termination of employment by a fraction, the numerator of which shall be the number of full months of Participant’s continuous employment from the Date of Grant through the date of termination and the denominator of which shall be 36, number of full months between the Date of Grant and adjusting this number at the end of the Performance Period based on the level of achievement of the Performance Goals (and the satisfaction of the other terms and conditions of this Award Agreement, the Plan and the Acceptance Agreement)latest Vesting Date.

Certain Terminations. Notwithstanding Section 1(a), if, prior to the Vesting Date: (i) the Participant’s continuous employment is terminated as a result of the Participant’s death or Disability, the Participant will immediately vest in the target number of Performance Sharesany unvested Units; or (ii) the Participant’s continuous employment is terminated as a result of Retirement, the Participant shall, (A) for any unvested Performance Shares Units that were granted one year or more prior to the Participant’s effective termination date, fully vest in such Performance SharesUnits, and (B) for any unvested Performance Shares Units that were granted less than one year prior to Participant’s effective termination date, immediately vest in a pro rata portion of such Performance Shares; however, Units. Key may, in its sole discretion, provide that any unvested Performance Shares Units that would otherwise be subject to Section 1(b)(ii)(B) (i.e., vest in a pro rata portion as a result of Retirement because such Performance Shares Units were granted less than one year prior to Participant’s effective termination date) may instead be treated consistent with Section 1(b)(ii)(A) (i.e., fully vest); or (iii) the Participant’s continuous employment is terminated as a result of the Participant’s a Voluntary Resignation on or after attaining age 55 and completion of at least 5 years of service (excluding a Retirement), the Participant will shall immediately vest in a pro rata portion of any unvested Performance Sharessuch Units; or (iv) the Participant’s continuous employment is terminated as a result of a Termination Under Limited Circumstances, subject to the Participant executing a release of claims in Key’s favor in a form agreeable to Key, the Participant will vest in any unvested Performance Shares Units on the scheduled Vesting Date(s); provided, however, that should KeyCorp Key determine, in its sole discretion, that full vesting of any unvested Performance Shares Units would result in the unjust enrichment of the Participant, or would be contrary to any Key policymay provide, or otherwise could be detrimental to instead, that the interests of Key or its shareholders, KeyCorp may choose to Participant will vest only in a pro-pro rata portion of the any unvested Performance Shares insteadUnits. Subject to Section 14 11 hereof, Performance Shares Units vested under the provisions of Section 1(b)(i) or (iii) shall be distributed within 45 days of the termination, and any Performance Shares subject to pro rata vesting Units vested under the provisions of Section 1(b)(ii) or (iv) shall be paid in cash distributed within 45 days after the termination of the Participant’s employment, and Performance Shares subject to continued vesting under the provisions of Section 1(b)(ii) or (iv) shall be paid in cash within 45 days after the scheduled Vesting Date(s). The pro rata vesting provided for under this Award Agreement shall be determined by multiplying the number of unvested Performance Shares as of the date of the Participant’s termination by a fraction, the numerator of which shall be the number of full months of Participant’s continuous employment from the Date of Grant through the date of termination and the denominator of which shall be 36, and adjusting this number at the end of the Performance Period based on the level of achievement of the Performance Goals (and the satisfaction of the other terms and conditions of this Award Agreement, the Plan and the Acceptance Agreement).