Exhibit 10.10
THE CHUBB CORPORATION
LONG-TERM STOCK INCENTIVE PLAN
FOR NON-EMPLOYEE DIRECTORS (2004)
PERFORMANCE SHARE AWARD
AGREEMENT
This PERFORMANCE SHARE AWARD
AGREEMENT dated as of April 27, 2005, is by and between The
Chubb Corporation (the “ Corporation ”) and
[ ]
(the “ Participant ”), pursuant to The Chubb
Corporation Long-Term Stock Incentive Plan for Non-Employee
Directors (2004) (the “ Plan ”).
Capitalized terms that are not defined herein shall have the same
meanings given to such terms in the Plan. If any provision of
this Agreement conflicts with any provision of the Plan (as either
may be interpreted from time to time by the Committee), the Plan
shall control.
WHEREAS, pursuant to the provisions of the Plan, the
Participant has been granted Performance Shares; and
WHEREAS, the Participant and the Corporation desire to
enter into this Agreement to evidence and confirm the grant of such
Performance Shares on the terms and conditions set forth
herein.
NOW THEREFORE,
the Participant and the Corporation
agree as follows:
1.
Grant of
Performance Shares . Pursuant to the
provisions of the Plan, the Corporation on the date set forth above
(the “ Grant Date ”) has granted and hereby
evidences the grant to the Participant, subject to the terms and
conditions set forth herein and in the Plan, of an Award of
[ ]
Performance Shares (the “ Award ”).
(1)
2.
Payment of
Earned Performance Shares .
(a)
Settlement of
Performance Shares . Subject to the
provisions of this Section 2 and Section 3(e), the
Payment Value of each Performance Share covered by the Award which
the Committee determines, in writing, to be earned pursuant to
Section 3 below shall be paid by the Corporation as soon as
administratively practicable after (but no later than 2½
months after the calendar
(1) The number of Performance
Shares shall be equal to the quotient of (i) $67,500 divided by
(ii) the average of the high and low trading prices of the Stock on
the Grant Date, rounded up to the nearest whole number.
year end
coincident with) the end of the Performance Cycle described in
Section 3(a). Payments hereunder shall be made in cash,
shares of Stock, or a combination thereof, as determined by the
Committee in its sole discretion.
(b)
Voluntary
Deferral. Notwithstanding the
provisions of Section 2(a), the Participant may elect, by
election filed with the Corporation (and on a form acceptable to
the Committee) not later than June 30, 2007 and subject to
such terms and conditions as the Committee may specify, to have any
payment that may become due in respect of Performance Shares
covered by the Award deferred until such later time as shall be
specified in such election (or, if applicable, the date determined
pursuant to Section 2(c)).
(c)
Mandatory Deferral of Payment
of Earned Performance Shares . Notwithstanding anything contained in
Section 2(a) or 2(b) to the contrary (unless the payment date
elected pursuant to Section 2(b) is later than the payment
date specified herein, in which case Section 2(b) shall
control), if the Corporation’s Ending Average Value is less
than the Corporation’s Beginning Average Value (as such terms
are defined in Section 3(c)), no settlement shall be made in
respect of any Performance Shares earned in accordance with
Section 3 until
the first date the Participant has ceased to be a member of the
Board of Directors and has separated from service from the
Corporation and all other members of the Corporation’s
controlled group of entities. Once the condition described in
the immediately preceding sentence has been satisfied, settlement
shall occur as soon as practicable thereafter, in cash, shares of
Stock, or a combination thereof, as determined by the Committee in
its sole discretion.
3.
Vesting
Criteria Applicable to Performance Shares .
(a)
Performance
Cycle . The Performance Cycle
for this Award shall commence on May 1, 2005, and shall end on
December 31, 2007.
(b)
Performance
Goal . The Performance Goal
for the Performance Cycle is the total return per share of Stock to
the Corporation’s shareholders, inclusive of dividends paid
(regardless of whether paid in cash or property, which dividends
shall be deemed reinvested in Stock), during the Performance Cycle
in comparison to the total return per share of stock, inclusive of
dividends paid (regardless of whether paid in cash or property,
which dividends shall be deemed reinvested in stock) achieved by
the companies ( i ) which are in the Standard & Poors
500 Index (the “ S&P 500 ”) on the date the
Performance Cycle begins and ( ii ) which continue to file
public reports pursuant to the Act for the entirety of the
Performance Cycle (such companies, the “ Comparison
Companies ”). For the avoidance of doubt, a company
included in the S&P 500 on the date the Performance Cycle
commences that is not included in the S&P 500 at
the
conclusion of the
Performance Cycle will be a Comparison Company as long as it files
public reports pursuant to the Act for the entire Performance Cycle
(and any company first included in the S&P
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