Common use of Standard Performance Terms Clause in Contracts

Standard Performance Terms. (a) The terms of this Section 1 shall be referred to as the “Standard Performance Terms” and will apply to your Performance Units except in so far as Sections 2 (Change of Status) or 3 (Change of Control) apply. (b) The Performance Period for your Performance Units will begin on [date], [year] and end on the December 31 immediately preceding the third anniversary of the beginning of the Performance Period. The Administrator will determine your Final Performance Units in accordance with this Section 1 (your “Final Performance Units”). Each Final Performance Unit will be paid in cash equal to the Closing Price of Common Stock on the date designated by the Administrator following the last day of the Performance Period. Your Final Performance Units will be due and payable in cash at the time specified in Section 16. (c) If the Committee determines in writing that the Company met one or more of the Section 162(m) Goals, then you will be eligible for a payment of up to 200% of your Performance Units. The “Section 162(m) Goals” shall be the following: (1) Positive Company income from continuing operations before provision for income tax, excluding net investment gains (losses) (defined in accordance with Section 3(a) of Article 7.04 of United States Securities and Exchange Commission Regulation S-X ), which includes total net investment gains (losses) and net derivatives gains (losses), as presented in the financial statements in the Company’s Annual Report on Form 10-K for the calendar year preceding the beginning of the Performance Period (“Adjusted Income”), for the Performance Period. (2) Positive Adjusted Income for the third calendar year of the Performance Period. (3) Positive Company Proportionate Total Shareholder Return for the Performance Period, as defined for the Company in Section 1(d)(2).