Exhibit
10.30
CLARK,
INC.
PERFORMANCE SHARE AWARD
AGREEMENT
THIS PERFORMANCE SHARE AWARD AGREEMENT (the
“Agreement”) is made and entered into as of
October 25, 2005, between Clark, Inc., a Delaware corporation
(the “Company”), and __________________ (the
“Employee”), an individual currently employed by the
Company or one of its subsidiaries or affiliates.
1.
Award of Performance
Shares . The Company
hereby awards to Employee _____________ Performance Shares (the
“Target Number”) pursuant to the terms of the Clark,
Inc. Incentive Compensation Plan. For the period January 1, 2005
through December 31, 2007 (the “Performance Period”),
the number of shares awarded will be based on the achievement of a
cumulative, fully diluted earnings per share (“EPS”)
target during the Performance Period with such EPS target as
determined by the Board of Directors as soon as reasonably
practicable following grant of this award. The percentage of the
Target Number of Performance Shares earned during the Performance
Period will be determined by the Board of Directors based on the
following table:
|
3 Year
Performance
As % of EPS
Target
|
Percentage
of
Target
Number
Earned
|
|
<80%
|
25%
|
|
80% but less than 90%
|
30%
|
|
90% but less than 100%
|
40%
|
|
100% but less than 110%
|
50%
|
|
110% but less than 120%
|
150%
|
|
120% or more
|
200%
|
2.
Vesting Schedule
. Subject to Sections 1, 5 and
6 hereof, the Performance Shares shall vest 100% on December 31,
2007 (the “Vesting Date”).
3.
Payment or Conversion of
Performance Shares .
(a) Within 90 days following the Vesting Date, the
Company shall deliver to Employee the number of shares of common
stock of the Company (“Stock”) corresponding to the
vested Performance Shares (as determined under Section 1 above).
The Stock used for this purpose may come from the Company’s
authorized but unissued shares, or from the Company’s
treasury shares.
(b) At or about the time that shares of Stock
corresponding to vested Performance Shares are delivered to
Employee, the Company shall also deliver to Employee an amount in
cash equal to the product of (i) the amount of dividends paid
during the Performance Period on each share of Stock multiplied by
(ii) the number of vested Performance Shares delivered to
Employee.
4.
Non-transferability
. Except to the extent otherwise
determined by the Company, no Performance Shares shall be
assignable or otherwise transferable by Employee other than by will
or by the laws of descent and distribution and, unless otherwise
provided by the Company, during the life of Employee any elections
with respect to Performance Shares may be made only by Employee or
Employee’s guardian or legal representative.
5.
Termination of
Employment .
(a) Except to the extent provided in Section 6
hereof or any employment agreement or severance agreement between
Employee and the Company or any of its subsidiaries or affiliates,
the provisions of this Section 5 shall apply to unvested
Performance Shares upon Employee’s termination of employment
with the Company and all subsidiaries or affiliates of the Company
(“Termination”) for any reason.
(b) In the event of Employee’s Termination
before the end of the Performance Period by reason of death,
disa
