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FORM OF STANCORP FINANCIAL GROUP, INC. LONG-TERM INCENTIVE AWARD AGREEMENT [beginning in 2011] (20 Performance Period)

Executive Compensation Plan Agreement

FORM OF STANCORP FINANCIAL GROUP, INC. LONG-TERM INCENTIVE AWARD AGREEMENT [beginning in 2011] (20 Performance Period) | Document Parties: STANCORP FINANCIAL GROUP INC You are currently viewing:
This Executive Compensation Plan Agreement involves

STANCORP FINANCIAL GROUP INC

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Title: FORM OF STANCORP FINANCIAL GROUP, INC. LONG-TERM INCENTIVE AWARD AGREEMENT [beginning in 2011] (20 Performance Period)
Governing Law: Oregon     Date: 2/27/2009
Industry: Insurance (Life)     Sector: Financial

FORM OF STANCORP FINANCIAL GROUP, INC. LONG-TERM INCENTIVE AWARD AGREEMENT [beginning in 2011] (20 Performance Period), Parties: stancorp financial group inc
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Exhibit 10.21

FORM OF STANCORP FINANCIAL GROUP, INC.

LONG-TERM INCENTIVE AWARD AGREEMENT

[beginning in 2011] (20      Performance Period)

This Long-Term Incentive Award Agreement (this “Agreement”) is made effective as of                          between StanCorp Financial Group, Inc., an Oregon corporation (the “Company”) and                      (the “Employee”).

On                          , the Organization and Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”) gave final approval for a performance-based award to the Employee pursuant to Section 8 of the Company’s 2002 Stock Incentive Plan (the “Plan”). Compensation paid pursuant to the award is intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986 (the “Code”). Employee desires to accept the award subject to the terms and conditions of this Agreement.

In consideration of the agreements set forth below, the Company and the Employee agree as follows:

1. Award . Subject to the terms and conditions of this Agreement, the Company shall issue to the Employee the number of shares of common stock (“Common Stock”) of the Company (“Performance Shares”) determined under this Agreement based on (a) the Company’s financial performance during the 20      calendar year (the “Performance Period”) as described in Section 2, and (b) Employee’s continued employment until the vesting date as described in Section 3. Recipient’s “Maximum Share Amount” for purposes of this Agreement is              shares.

2. Performance Conditions .

2.1 Subject to Section 3 and Section 4, the number of Performance Shares to be issued to the Employee shall be determined by multiplying the Maximum Share Amount by the Payout Factor determined under the following formula:

Payout Factor = (50% * Adjusted EPS PF) + (25% * Adjusted Revenues PF) + (25% * Expense Differential PF)

where the “Adjusted EPS PF,” the “Adjusted Revenues PF” and the “Expense Differential PF” are determined under the following table based on the Company’s Adjusted EPS, Adjusted Revenues and Expense Differential, respectively (each as defined below), for the Performance Period.

 

Adjusted EPS

  

Adjusted EPS PF

 

Adjusted Revenues

  

Adjusted
Revenues PF

 

Expense
Differential

  

Expense
Differential PF

 

  

 

 

(in millions)

  

 

 

 

  

 

$               or less  

  

0%

 

$_____ or less  

  

0%

 

____% or less  

  

0%

$                            

  

70%

 

$_____              

  

70%

 

____%             

  

70%

$               or more

  

100%

 

$_____ or more

  

100%

 

____% or more

  

100%


If the Adjusted EPS for the Performance Period is between any two data points set forth in the first column of the above table, the Adjusted EPS PF shall be determined by interpolation between the corresponding data points in the second column of the table. If the Adjusted Revenues for the Performance Period are between any two data points set forth in the third column of the above table, the Adjusted Revenues PF shall be determined by interpolation between the corresponding data points in the fourth column of the table. If the Expense Differential for the Performance Period is between any two data points set forth in the fifth column of the above table, the Expense Differential PF shall be determined by interpolation between the corresponding data points in the sixth column of the table.

2.2 The Company’s “Adjusted EPS” for the Performance Period shall be the Company’s net income per diluted common share excluding after-tax net capital gains (losses) for the Performance Period. Adjusted EPS shall be calculated by subtracting After-Tax Net Capital Gains (Losses) (as defined below) from the Company’s net income for the year, and then dividing the resulting amount by the Company’s diluted weighted-average common shares outstanding for the year. “After-Tax Net Capital Gains (Losses)” shall mean the amount calculated by subtracting from the Company’s net capital gains (losses) for the year (a) the total federal and state income taxes payable by the Company and its subsidiaries with respect to any such net capital gains and (b) the total reduction (expressed as a negative number) in federal and state income taxes payable by the Company and its subsidiaries attributable to any such net capital losses. For this purpose, the Company’s net income, diluted weighted-average common shares outstanding and net capital gains (losses) for the year shall be those amounts as set forth in the audited consolidated financial statements of the Company and its subsidiaries for the year. If, after the date of this Agreement, the outstanding Common Stock is increased or decreased by reason of any stock split, combination of shares or dividend payable in shares, the Adjusted EPS targets in the above table shall each be adjusted by multiplying such targets by a fraction, the numerator of which shall be the number of outstanding shares of Common Stock immediately before the increase or decrease and the denominator of which shall be the number of outstanding shares of Common Stock immediately after the increase or decrease.

2.3 The Company’s “Adjusted Revenues” for the Performance Period shall be the Company’s consolidated revenues excluding net capital gains (losses) for the Performance Period. Adjusted Revenues shall be calculated by subtracting the Company’s net capital gains (losses) for the year from the Company’s revenues for the year. For this purpose, the Company’s revenues and net capital gains (losses) for the year shall be those amounts as set forth in the audited consolidated financial statements of the Company and its subsidiaries for the year.

2.4 The Company’s “Expense Differential” for the Performance Period shall be calculated by subtracting the Operating Expense Growth Rate (as defined below) from the Revenue Growth Rate (as defined below). “Operating Expense Growth Rate” shall generally mean the three-year compound annual growth rate for operating expenses and shall be calculated by dividing the Company’s operating expenses for the Performance Period by $              which was the Company’s operating expenses for the year ended              , then determining the cube root of the resulting number, subtracting one from such cube root and then expressing the resulting amount as a percentage. “Revenue Growth Rate” shall generally mean the three-year compound annual growth rate for Adjusted Revenues (as defined in Section 2.3 above) and shall

 

2


be calculated by dividing the Company’s Adjusted Revenues for the Performance Period by $              which was the Company’s Adjusted Revenues for the year ended              , then determining the cube root of the resulting number, subtracting one from such cube root and then expressing the resulting amount as a percentage. For this purpose, the Company’s operating expenses for the Performance Period shall be that amount as set forth in the audited consolidated financial statements of the Company and its subsidiaries for the year.

2.5 If the Company implements a change in accounting principle between the date of this Agreement and the end of the Performance Period, either as a result of the issuance of new accounting standards or otherwise, and the effect of the accounting change was not reflected in the Company’s business plan at the time of approval of this award, then Adjusted EPS, Adjusted Revenues and Expense Differential shall be adjusted to eliminate th


 
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