The $1.4 million apology…

August 15, 2008

We’re still digging out from a heaping pile of Qs here at footnoted, but didn’t want to let this one from Key Corp. (KEY) filed last Friday slip through the cracks. It’s not so much the Q, but the exhibit attached to the filing that sparked our interest.

First, the back story: back on July 8, Key announced that Vice Chair Thomas Bunn would be retiring on Feb. 28, 2009 to fulfill “a long-held goal to retire from his corporate post at age 55 to turn his focus to board commitments and other personal interests.” The release was unusually effusive with some nice quotes from Key CEO Henry Meyer III. But that’s nothing compared with the language in the agreement attached to the Q, which begins like this:

Tom, initially, let me apologize for what may appear to be a very —legal letter agreement addressing the circumstances associated with your intended retirement from KeyCorp…While there are numerous issues associated with your intended retirement that need to be addressed, please know that I have very much valued the commitment and dedication that you have shown to Key for more than 6 years and I wish you every success in your retirement. Also please know that Key very much values its continuing relationship with you, and Key will work very hard to make your transition from Key to retirement a positive opportunity for both you and Key. We are also appreciative of the important role that you will continue to perform until your retirement. You will be an important part of the recruiting process for your successor and will be extremely helpful in getting your successor transitioned into a new role. Additionally, your advice and counsel to Henry Meyer on significant strategic and operating business issues will be valuable as we work through this challenging business environment.

An apology is nice, but it’s the money that counts when it comes to these sorts of things. In exchange for sticking around through the end of November, Key will pay Bunn $1.45 million on Dec. 15. That’s in addition to his regular salary of $545K. Then, from November to February, during which time Bunn will provide transition services, he’ll collect 50% of his salary. There’s also a $767K bonus, payable in March.

Unlike a lot of these agreements, there’s no details on how many hours Bunn is expected to work during this time. Equally curious — since the initial release noted Bunn’s plans to step off the career escalator — was the long list of banking companies that Bunn is not allowed to work for, at least until Aug. 2009, in order to collect the cash.

Add all of that up — the apology, the effusive praise, the pile of cash for unspecified hours, and the short non-compete — and something doesn’t smell quite right here.

Image source: AP Photo by Mark Duncan

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