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