-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UGWeMAUHe3G+xAD6A1TROT6abz42U29vkNPdbbfTVVIHblhcWstU/1UtIa1v5Gt6 im70iNK0HB9BxzuUaZs3+w== 0001104659-07-017136.txt : 20070307 0001104659-07-017136.hdr.sgml : 20070307 20070307171916 ACCESSION NUMBER: 0001104659-07-017136 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 15 CONFORMED PERIOD OF REPORT: 20070301 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070307 DATE AS OF CHANGE: 20070307 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHUBB CORP CENTRAL INDEX KEY: 0000020171 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 132595722 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08661 FILM NUMBER: 07678613 BUSINESS ADDRESS: STREET 1: 15 MOUNTAIN VIEW ROAD CITY: WARREN STATE: NJ ZIP: 07061 BUSINESS PHONE: 9089032000 MAIL ADDRESS: STREET 1: 15 MOUNTAIN VIEW ROAD CITY: WARREN STATE: NJ ZIP: 07061 8-K 1 a07-7406_18k.htm 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 


 

 

Date of Report  (Date of earliest event reported)

March 1, 2007

 

THE CHUBB CORPORATION

(Exact name of registrant as specified in its charter)

 

New Jersey

1-8661

13-2595722

(State or other jurisdiction of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

 

 

15 Mountain View Road, P.O. Box 1615,
Warren, New Jersey

07061-1615

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code   (908) 903-2000

 

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 




 

Table of Contents

Item 1.01               Entry into a Material Definitive Agreement.

Item 9.01               Financial Statements and Exhibits.

Signatures

Exhibit Index to Current Report on Form 8-K Filed on March 7, 2007

Exhibit 10.1

 

Schedule of 2007 Base Salaries for Named Executive Officers

Exhibit 10.2

 

Form of Performance Share Award Agreement under The Chubb Corporation Long-Term Stock Incentive Plan (2004) (for Chief Executive Officer, Vice Chairmen, Executive Vice Presidents and certain Senior Vice Presidents)

Exhibit 10.3

 

Form of Performance Share Award Agreement under The Chubb Corporation Long-Term Stock Incentive Plan (2004) (for recipients of performance share awards other than Chief Executive Officer, Vice Chairmen, Executive Vice Presidents and certain Senior Vice Presidents)

Exhibit 10.4

 

Form of Amendment No. 1 to the form of 2006 Performance Share Award Agreement under The Chubb Corporation Long-Term Stock Incentive Plan (2004) (for Chief Executive Officer, Vice Chairmen, Executive Vice Presidents and certain Senior Vice Presidents)

Exhibit 10.5

 

Form of Amendment No. 1 to the form of 2006 Performance Share Award Agreement under The Chubb Corporation Long-Term Stock Incentive Plan (2004) (for 2006 performance share award recipients other than Chief Executive Officer, Vice Chairmen, Executive Vice Presidents and certain Senior Vice Presidents)

Exhibit 10.6

 

Form of Amendment No. 1 to the form of 2005 Performance Share Award Agreement under The Chubb Corporation Long-Term Stock Incentive Plan (2004) (for Chief Executive Officer, Vice Chairmen, Executive Vice Presidents and certain Senior Vice Presidents)

Exhibit 10.7

 

Form of Amendment No. 1 to the form of 2005 Performance Share Award Agreement under The Chubb Corporation Long-Term Stock Incentive Plan (2004) (for 2005 performance share award recipients other than Chief Executive Officer, Vice Chairmen, Executive Vice Presidents and certain Senior Vice Presidents)

Exhibit 10.8

 

Form of Restricted Stock Unit Agreement under The Chubb Corporation Long-Term Stock Incentive Plan (2004) (for Chief Executive Officer and Vice Chairmen)

Exhibit 10.9

 

Form of Restricted Stock Unit Agreement under The Chubb Corporation Long-Term Stock Incentive Plan (2004) (for Executive Vice Presidents and certain Senior Vice Presidents)

Exhibit 10.10

 

Form of Restricted Stock Unit Agreement under The Chubb Corporation Long-Term Stock Incentive Plan (2004) (for recipients of restricted stock unit awards other than Chief Executive Officer, Vice Chairmen, Executive Vice Presidents and certain Senior Vice Presidents)

Exhibit 10.11

 

Form of Performance Share Award Agreement under The Chubb Corporation Long-Term Stock Incentive Plan for Non-Employee Directors (2004)

Exhibit 10.12

 

Form of Amendment No. 1 to the form of 2006 Performance Share Award Agreement under The Chubb Corporation Long-Term Stock Incentive Plan for Non-Employee Directors (2004)

Exhibit 10.13

 

Form of Amendment No. 1 to the form of 2005 Performance Share Award Agreement under The Chubb Corporation Long-Term Stock Incentive Plan for Non-Employee Directors (2004)

Exhibit 10.14

 

Form of Stock Unit Agreement under The Chubb Corporation Long-Term Stock Incentive Plan for Non-Employee Directors (2004)

 

2




Item 1.01 Entry into a Material Definitive Agreement.

Named Executive Officer Salary Actions.  On March 1, 2007, the Organization & Compensation Committee (the Compensation Committee) of The Chubb Corporation (Chubb) approved the base salaries for each of Chubb’s named executive officers.  Chubb’s Board of Directors ratified these base salaries on March 2, 2007. A schedule detailing the current salaries for Messrs. Finnegan, Degnan, Motamed, O’Reilly and Krump is filed herewith as Exhibit 10.1 and incorporated by reference into this Item 1.01. Salary adjustments take effect on April 1, 2007.

2007 Annual Incentive Compensation Award Criterion.  On March 1, 2007, the Compensation Committee determined that the performance goal to be used for calculating 2007 annual incentive compensation awards will be Chubb’s 2007 operating income, subject to adjustment to account for the reduction in investment income attributable to Chubb’s repurchase of shares of common stock during 2007.

Employee Equity Award Agreements.  On March 1, 2007, the Compensation Committee approved the following forms of equity award agreements under The Chubb Corporation Long-Term Stock Incentive Plan (2004) (the 2004 Employee Plan). On March 2, 2007, Chubb’s Board of Directors ratified these forms.

·                  The form of performance share award agreement for (i) Chubb’s Chief Executive Officer, Vice Chairmen, Executive Vice Presidents and certain Senior Vice Presidents, which form of agreement is filed herewith as Exhibit 10.2 and incorporated by reference into this Item 1.01; and (ii) all other recipients of performance share awards under the 2004 Employee Plan, which form of agreement is filed herewith as Exhibit 10.3 and incorporated by reference into this Item 1.01.

·                  The form of amendment to the 2006 form of performance share award agreement for (i) Chubb’s Chief Executive Officer, Vice Chairmen, Executive Vice Presidents and certain Senior Vice Presidents, which form of amendment is filed herewith as Exhibit 10.4 and incorporated by reference into this Item 1.01; and (ii) all other 2006 recipients of performance share awards under the 2004 Employee Plan, which form of amendment is filed herewith as Exhibit 10.5 and incorporated by reference into this Item 1.01.

·                  The form of amendment to the 2005 form of performance share award agreement for (i) Chubb’s Chief Executive Officer, Vice Chairmen, Executive Vice Presidents and certain Senior Vice Presidents, which form of amendment is filed herewith as Exhibit 10.6 and incorporated by reference into this Item 1.01; and (ii) all other 2005 recipients of performance share awards under the 2004 Employee Plan, which form of amendment is filed herewith as Exhibit 10.7 and incorporated by reference into this Item 1.01.

·                  The form of restricted stock unit award agreement for (i) Chubb’s Chief Executive Officer and the Vice Chairmen, which form of agreement is filed herewith as Exhibit 10.8 and incorporated by reference into this Item 1.01; (ii) Chubb’s Executive Vice Presidents and certain Senior Vice Presidents, which form of agreement is filed herewith as Exhibit 10.9 and incorporated by reference into this Item 1.01; and (iii) all other recipients of restricted stock unit awards under the 2004 Employee Plan, which form of agreement is filed herewith as Exhibit 10.10 and incorporated by reference into this Item 1.01.

Director Equity Award Agreements.  On March 2, 2007, Chubb’s Board of Directors approved the following forms of performance share and stock unit award agreements under The Chubb Corporation Long-Term Stock Incentive Plan for Non-Employee Directors (2004) (the 2004 Director Plan).

·                  The form of performance share award agreement, which form of agreement is filed herewith as Exhibit 10.11 and incorporated by reference into this Item 1.01.

·                  The form of amendment to the 2006 form of director performance share award agreement, which form of amendment is filed herewith as Exhibit 10.12 and incorporated by reference into this Item 1.01.

·                  The form of amendment to the 2005 form of director performance share award agreement, which form of amendment is filed herewith as Exhibit 10.13 and incorporated by reference into this Item 1.01.

·                  The form of stock unit award agreement, which form of agreement is filed herewith as Exhibit 10.14 and incorporated by reference into this Item 1.01.

3




Item 9.01        Financial Statements and Exhibits.

(c)          Exhibits.

10.1

 

Schedule of 2007 Base Salaries for Named Executive Officers

10.2

 

Form of Performance Share Award Agreement under The Chubb Corporation Long-Term Stock Incentive Plan (2004) (for Chief Executive Officer, Vice Chairmen, Executive Vice Presidents and certain Senior Vice Presidents)

10.3

 

Form of Performance Share Award Agreement under The Chubb Corporation Long-Term Stock Incentive Plan (2004) (for recipients of performance share awards other than Chief Executive Officer, Vice Chairmen, Executive Vice Presidents and certain Senior Vice Presidents)

10.4

 

Form of Amendment No. 1 to the form of 2006 Performance Share Award Agreement under The Chubb Corporation Long-Term Stock Incentive Plan (2004) (for Chief Executive Officer, Vice Chairmen, Executive Vice Presidents and certain Senior Vice Presidents)

10.5

 

Form of Amendment No. 1 to the form of 2006 Performance Share Award Agreement under The Chubb Corporation Long-Term Stock Incentive Plan (2004) (for 2006 performance share award recipients other than Chief Executive Officer, Vice Chairmen, Executive Vice Presidents and certain Senior Vice Presidents)

10.6

 

Form of Amendment No. 1 to the form of 2005 Performance Share Award Agreement under The Chubb Corporation Long-Term Stock Incentive Plan (2004) (for Chief Executive Officer, Vice Chairmen, Executive Vice Presidents and certain Senior Vice Presidents)

10.7

 

Form of Amendment No. 1 to the form of 2005 Performance Share Award Agreement under The Chubb Corporation Long-Term Stock Incentive Plan (2004) (for 2005 performance share award recipients other than Chief Executive Officer, Vice Chairmen, Executive Vice Presidents and certain Senior Vice Presidents)

10.8

 

Form of Restricted Stock Unit Agreement under The Chubb Corporation Long-Term Stock Incentive Plan (2004) (for Chief Executive Officer and Vice Chairmen)

10.9

 

Form of Restricted Stock Unit Agreement under The Chubb Corporation Long-Term Stock Incentive Plan (2004) (for Executive Vice Presidents and certain Senior Vice Presidents)

10.10

 

Form of Restricted Stock Unit Agreement under The Chubb Corporation Long-Term Stock Incentive Plan (2004) (for recipients of restricted stock unit awards other than Chief Executive Officer, Vice Chairmen, Executive Vice Presidents and certain Senior Vice Presidents)

10.11

 

Form of Performance Share Award Agreement under The Chubb Corporation Long-Term Stock Incentive Plan for Non-Employee Directors (2004)

10.12

 

Form of Amendment No. 1 to the form of 2006 Performance Share Award Agreement under The Chubb Corporation Long-Term Stock Incentive Plan for Non-Employee Directors (2004)

10.13

 

Form of Amendment No. 1 to the form of 2005 Performance Share Award Agreement under The Chubb Corporation Long-Term Stock Incentive Plan for Non-Employee Directors (2004)

10.14

 

Form of Stock Unit Agreement under The Chubb Corporation Long-Term Stock Incentive Plan for Non-Employee Directors (2004)

 

4




 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

THE CHUBB CORPORATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date:

 March 7, 2007

 

By:

/s/ W. Andrew Macan

 

 

 

 

 

Name: W. Andrew Macan

 

 

 

 

 

Title: Vice President and Secretary

 

 

 

5




EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K

FILED ON MARCH 7, 2007

Exhibit No.

 

Description

10.1

 

Schedule of 2007 Base Salaries for Named Executive Officers

10.2

 

Form of Performance Share Award Agreement under The Chubb Corporation Long-Term Stock Incentive Plan (2004) (for Chief Executive Officer, Vice Chairmen, Executive Vice Presidents and certain Senior Vice Presidents)

10.3

 

Form of Performance Share Award Agreement under The Chubb Corporation Long-Term Stock Incentive Plan (2004) (for recipients of performance share awards other than Chief Executive Officer, Vice Chairmen, Executive Vice Presidents and certain Senior Vice Presidents)

10.4

 

Form of Amendment No. 1 to the form of 2006 Performance Share Award Agreement under The Chubb Corporation Long-Term Stock Incentive Plan (2004) (for Chief Executive Officer, Vice Chairmen, Executive Vice Presidents and certain Senior Vice Presidents)

10.5

 

Form of Amendment No. 1 to the form of 2006 Performance Share Award Agreement under The Chubb Corporation Long-Term Stock Incentive Plan (2004) (for 2006 performance share award recipients other than Chief Executive Officer, Vice Chairmen, Executive Vice Presidents and certain Senior Vice Presidents)

10.6

 

Form of Amendment No. 1 to the form of 2005 Performance Share Award Agreement under The Chubb Corporation Long-Term Stock Incentive Plan (2004) (for Chief Executive Officer, Vice Chairmen, Executive Vice Presidents and certain Senior Vice Presidents)

10.7

 

Form of Amendment No. 1 to the form of 2005 Performance Share Award Agreement under The Chubb Corporation Long-Term Stock Incentive Plan (2004) (for 2005 performance share award recipients other than Chief Executive Officer, Vice Chairmen, Executive Vice Presidents and certain Senior Vice Presidents)

10.8

 

Form of Restricted Stock Unit Agreement under The Chubb Corporation Long-Term Stock Incentive Plan (2004) (for Chief Executive Officer and Vice Chairmen)

10.9

 

Form of Restricted Stock Unit Agreement under The Chubb Corporation Long-Term Stock Incentive Plan (2004) (for Executive Vice Presidents and certain Senior Vice Presidents)

10.10

 

Form of Restricted Stock Unit Agreement under The Chubb Corporation Long-Term Stock Incentive Plan (2004) (for recipients of restricted stock unit awards other than Chief Executive Officer, Vice Chairmen, Executive Vice Presidents and certain Senior Vice Presidents)

10.11

 

Form of Performance Share Award Agreement under The Chubb Corporation Long-Term Stock Incentive Plan for Non-Employee Directors (2004)

10.12

 

Form of Amendment No. 1 to the form of 2006 Performance Share Award Agreement under The Chubb Corporation Long-Term Stock Incentive Plan for Non-Employee Directors (2004)

10.13

 

Form of Amendment No. 1 to the form of 2005 Performance Share Award Agreement under The Chubb Corporation Long-Term Stock Incentive Plan for Non-Employee Directors (2004)

10.14

 

Form of Stock Unit Agreement under The Chubb Corporation Long-Term Stock Incentive Plan for Non-Employee Directors (2004)

 

6



EX-10.1 2 a07-7406_1ex10d1.htm EX-10.1

Exhibit 10.1

Named Executive Officer Salary Actions

 

Name

 

2006 Salary

 

Increase

 

Percentage Increase

 

2007 Salary*

 

 

 

 

 

 

 

 

 

 

 

John D. Finnegan

 

$

1,275,000

 

 

 

$

1,275,000

 

John J. Degnan

 

$

645,000

 

$

32,250

 

5

%

$

677,250

 

Thomas F. Motamed

 

$

725,000

 

$

36,250

 

5

%

$

761,250

 

Michael O’Reilly

 

$

670,000

 

$

33,500

 

5

%

$

703,500

 

Paul J. Krump

 

$

438,000

 

$

13,000

 

3

%

$

451,000

 


*       Salary increases take effect April 1, 2007.



EX-10.2 3 a07-7406_1ex10d2.htm EX-10.2

Exhibit 10.2

THE CHUBB CORPORATION LONG-TERM STOCK
INCENTIVE PLAN (2004)

Performance Share Award Agreement

This PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”), dated as of                       , 2007, is by and between The Chubb Corporation (the “Corporation”) and [               ] (the “Participant”), pursuant to The Chubb Corporation Long-Term Stock Incentive Plan (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 Committee has authorized the grant to the Participant of Performance Shares in accordance with the terms and conditions of this Agreement; 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”).

2.             Payment of Earned Performance Shares.

(a)           Settlement of Performance Shares.  Subject to the provisions of this Section 2, Section 4 and Section 5, the Payment Value of each Performance Share covered by the Award which the Committee determines, in writing, to be earned pursuant to Section 3 shall be paid by the Corporation on a date (the “vesting date”) as soon as administratively practicable after (but no later than 2½ months after the calendar 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.  Notwithstanding the aforementioned, the vesting date shall be the last day of the Performance Cycle if (i) the Participant experiences a Qualifying Termination of Employment on or after December 31, 2007 or (ii) the Committee determines, in its discretion, pursuant to Section 4(b), that the Participant will not forfeit his or her rights to Performance Shares upon his or her termination of employment for other reasons; in either case, provided the Committee determines, in writing, that Performance Shares are to be awarded hereunder.




(b)           Voluntary Deferral.  Notwithstanding the provisions of Section 2(a), the Participant may elect, by election filed with the Corporation under its Key Employee Deferred Compensation Plan (2005) (or any successor plan or program) (the “Deferred Compensation Plan”), and on a form acceptable to the Committee, not later than June 30, 2009 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.

3.             Vesting Criteria Applicable to Performance Shares.

(a)           Performance Cycle.  The Performance Cycle for this Award shall commence on January 1, 2007, and shall end on December 31, 2009.

(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 500 after the start of the Performance Cycle would not be a Comparison Company).

(c)           Comparison of Total Shareholder Return.  Except as provided in Section 5, the Performance Shares covered by the Award shall be deemed earned based on where the Corporation’s total shareholder return during the Performance Cycle ranks in relation to the total shareholder returns of the Comparison Companies during such period.  For purposes of calculating the total shareholder return of the Corporation and the Comparison Companies during the Performance Cycle, the value of each such company’s stock at the beginning and end of the Performance Cycle shall be established based on the average of the averages of the high and low trading prices of the applicable stock on the principal exchange on which the stock trades for the 15 trading days occurring immediately prior to the beginning or end of the Performance Cycle, as the case may be.  Such averages for each such company (including the Corporation) shall be referred to herein as the “Beginning Average Value” and the “Ending Average Value.” As soon as practicable after the completion of the Performance Cycle, the total shareholder returns of the Comparison Companies will be calculated and ranked from highest to lowest.  The Corporation’s total shareholder return will then be ranked in terms of which percentile it would have placed in among the Comparison Companies.  In calculating the total shareholder return with respect to either the Corporation or any of the

2




Comparison Companies, the Committee shall make or shall cause to be made such appropriate adjustments to the calculation of total shareholder return for such entity (including, without limitation, adjusting the Beginning Average Value) as shall be necessary or appropriate to avoid an artificial increase or decrease in such return as a result of a stock split (including a reverse stock split), recapitalization or other similar event affecting the capital structure of such entity that does not involve the issuance of the entity’s securities in exchange for money, property or other consideration.

(d)           Percentage of Performance Shares Earned.  The extent to which Performance Shares shall become earned on the vesting date described in Section 2(a) shall be determined according to the following schedule:

Relative
Performance
Level Percentile

 

Percent of
Performance
Shares Earned

85th or higher

 

200%

50th

 

100%

25th

 

50%

Under 25th

 

0%

 

To the extent that the Corporation’s total shareholder return ranks in a percentile between the 25th and the 50th percentile, or between the 50th and the 85th percentile, of comparative performance, then the number of Performance Shares earned on the vesting date shall be determined by multiplying the relative percentile of comparative performance achieved by the Corporation by two (e.g., if the Corporation’s total shareholder return would have placed in the 40th percentile, then 80% of the Performance Shares covered by the Award become earned on the vesting date; if the Corporation’s total shareholder return would have placed in the 75th percentile, then 150% of the Performance Shares covered by the Award become earned on the vesting date).

4.             Termination of Employment.  Except as provided in this Section 4 or in Section 5, the Participant shall not have any right to any payment hereunder unless the Participant is employed by the Corporation or a Subsidiary on the date the Performance Shares subject to this Award are settled pursuant to Section 2(a) (or would have been settled without regard to any other provision of Section 2).

(a)           Qualifying Termination of Employment.  If the Participant’s employment terminates by reason of a Qualifying Termination of Employment on or after December 31, 2007, the Participant shall be entitled to receive the same Payment Values (without pro-ration) in respect of the Performance Shares covered by the Award as would have been payable, and at the same time and subject to the same conditions, had his or her employment continued until the end of the Performance Cycle.

3




(b)           Termination for any Other Reason.  Unless otherwise determined by the Committee, if the Participant’s employment is terminated prior to the date the Performance Shares subject to this Award are settled pursuant to Section 2(a) (or would have been settled without regard to any other provision of Section 2) for any reason other than a Qualifying Termination of Employment occurring on or after December 31, 2007, all of the Participant’s rights to Performance Shares covered by the Award shall be immediately forfeited and canceled without further action by the Corporation or the Participant as of the date of such termination of employment.  Notwithstanding the preceding sentence, the Participant’s Performance Shares shall be immediately forfeited and cancelled without further action by the Corporation or the Participant upon the Participant’s termination of employment for Cause. For purposes of the Award, the term “Retirement” shall mean a termination of the Participant’s employment other than for Cause at or after the Participant’s normal retirement age or earliest retirement date, in each case as specified in the Corporation’s Pension Plan.  Accordingly, all of the Participant’s Performance Shares shall be forfeited and cancelled without further action by the Corporation or the Participant as of the date a Participant is terminated for Cause, whether prior to, on, or after the Participant’s normal retirement age or earliest retirement date, in each case as specified in the Corporation’s Pension Plan.

(c)           Transfers between the Corporation and Subsidiaries; Leaves, Other Absences and Suspension.  Transfer from the Corporation to a Subsidiary, from a Subsidiary to the Corporation, or from one Subsidiary to another shall not be considered a termination of employment.  Any question regarding whether a Participant’s employment has terminated in connection with a leave of absence or other absence from active employment shall be determined by the Committee, in its sole discretion, taking into account the provisions of applicable law and the Corporation’s generally applicable employment policies and practices.  The Committee may also suspend the operation of the termination of employment provisions of this Agreement for such period and upon such terms and conditions as it may deem necessary or appropriate to further the interests of the Corporation.

(d)           Termination Pursuant to a Change in Control.  Notwithstanding the provisions of Section 4(b), if the Participant’s employment is involuntarily terminated other than for Cause or if the Participant terminates employment due to death or Disability, in all such cases on or after the date the Corporation’s shareholders approve a Change in Control pursuant to subsections (iii) or (iv) of such definition but prior to the consummation of such Change in Control, the Participant shall be treated as having continued employment through, and terminated employment immediately after, such Change in Control.

5.             Change in Control.  Notwithstanding anything in Section 2 or 3 to the contrary, in the event a Change in Control occurs, Performance Shares covered by the Award not previously forfeited pursuant to Section 4 shall be treated in accordance with Section 9 of the Plan, in which case the Performance Shares covered by the Award shall become earned and payable as provided in Sections 9(a)(ii) and 9(a)(iii) of the Plan or, if

4




applicable, be honored, assumed or substituted for in accordance with Section 9(b) of the Plan.  Notwithstanding the foregoing, if the Performance Shares shall become earned and payable as provided in Sections 9(a)(ii) and 9(a)(iii) of the Plan, but the accelerated payment of the Performance Shares would subject the Participant to taxation under Section 409A of the Code, then the payment due to the Participant shall not be made until the earliest permissible payment date (including, but not limited to, the vesting date) that would not subject the Participant to taxation under Section 409A of the Code.

6.             Adjustment in Capitalization.  In the event that the Committee shall determine that any stock dividend, stock split, share combination, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares, warrants or rights offering to purchase Stock at a price substantially below fair market value, or other similar corporate event affects the Stock such that an adjustment is required in order to preserve, or to prevent the enlargement of, the benefits or potential benefits intended to be made available under this Award, then the Committee shall, in such manner as the Committee may deem equitable (as determined in its sole discretion), adjust any or all of the number and kind of Performance Shares subject to this Award and/or, if deemed appropriate, make provision for a cash payment to the person holding this Award, provided, however, that, unless the Committee determines otherwise, the number of Performance Shares subject to this Award shall always be a whole number.

7.             Restrictions on Transfer.  Performance Shares may not be sold, assigned, hypothecated, pledged or otherwise transferred or encumbered in any manner except (i) by will or the laws of descent and distribution or (ii) to a “Permitted Transferee”(as defined in Section 11(b) of the Plan) with the permission of, and subject to such conditions as may be imposed by, the Committee.

8.             No Rights as a Shareholder.  Until shares of Stock are issued, if at all, in satisfaction of the Corporation’s obligations under this Award, in the time and manner specified in Section 2 or 5, the Participant shall have no rights as a shareholder.

9.             Notice.  Any notice given hereunder to the Corporation shall be addressed to The Chubb Corporation, Attention Secretary, 15 Mountain View Road, P.O. Box 1615, Warren, New Jersey 07061-1615, and any notice given hereunder to the Participant shall be addressed to the Participant at the Participant’s address as shown on the records of the Corporation.

10.           Restrictive Covenants.  As a condition to the receipt of the Award made hereby, the Participant agrees to be bound by the terms and conditions hereof and of the Plan, including the following restrictive covenants:

(a)           Non-Disclosure.  The Participant shall not, without prior written authorization from the Committee, disclose to anyone outside the Corporation, or use (other than in the Corporation’s or any of the Subsidiaries’ business), any confidential information or material relating to the business of the Corporation or any of the

5




Subsidiaries that is acquired by the Participant either during or after employment with the Corporation or any of the Subsidiaries.

(b)           Non-Solicitation.  Unless the Participant has received prior written authorization from the Committee, the Participant shall not during his or her employment or service with the Corporation or any of the Subsidiaries and for a period of one (1) year following any termination of such employment or service relationship (the “Restricted Period”):

(i)                            Directly or indirectly, employ, solicit, persuade, encourage or induce any individual employed by the Corporation or any of the Subsidiaries to become employed by or associated with any person or entity other than the Corporation or any of the Subsidiaries; or
(ii)                           Directly or indirectly, solicit business on behalf of a Competitive Business from any Customer with whom the Participant has had, or employees reporting to the Participant have had, personal contact or dealings with on behalf of the Corporation or any of the Subsidiaries during the one (1) year period preceding the Restricted Period.

(c)           Non-Competition.  Unless the Participant has received prior written authorization from the Committee, the Participant shall not, whether during his or her employment or service with the Corporation or any of the Subsidiaries or during the Restricted Period, directly or indirectly compete with the business of the Corporation or any of the Subsidiaries by becoming an officer, agent, employee, consultant, partner or director of a Competitive Business, or otherwise render services to or assist or hold an interest (except as a less than one (1) percent shareholder of a public company) in any Competitive Business.  Notwithstanding the foregoing, it shall not be a violation of this Section 10(c) for the Participant to serve as a director for any entity which would otherwise be a Competitive Business if the Participant was serving as a director for such entity at the time of his or her termination of employment in compliance with the Corporation’s Policy Statement on Conflict of Interest.

Customer” shall mean a person or entity to which the Corporation or any of the Subsidiaries is at the time providing services.

Competitive Business” shall mean any person or entity (including any joint venture, partnership, firm, corporation or limited liability company) that engages, directly or indirectly, in the property and casualty insurance business, including, but not limited to, commercial insurance, personal insurance, specialty insurance, surety, excess and surplus lines and/or reinsurance, and/or any other business which is a significant business of, the Corporation and the Subsidiaries as of the date of the Participant’s termination of employment or service with the Corporation or any of the Subsidiaries; provided however, that a business set forth above shall not be considered a “Competitive Business” in the event that, as of the date of the Participant’s termination of employment or service with the Corporation or any of the Subsidiaries, such business is no longer a business of the Corporation or any of the Subsidiaries.

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(d)           Inventions.  A Participant shall disclose promptly and assign to the Corporation all right, title, and interest in any invention or idea, patentable or not, made or conceived by the Participant during employment by the Corporation or any of the Subsidiaries, relating in any manner to the actual or anticipated business, research or development work of the Corporation or any of the Subsidiaries and shall do anything reasonably necessary to enable the Corporation or any of the Subsidiaries to secure a patent, copyright or any other intellectual property rights where appropriate in the United States and in foreign countries.

(e)           Relief with Respect to Violations of Covenants.  Failure to comply with the provisions of this Section 10 at any point before payment in respect of earned Performance Shares covered by the Award is made pursuant to the provisions of Section 2 or 5 shall cause all Performance Shares covered by the Award to be cancelled and rescinded without any payment therefor.  For the avoidance of doubt, following a failure to comply with this Section 10, payments in respect of any portion of the Performance Shares covered by the Award that have been deferred under the Deferred Compensation Plan in accordance with Section 2 hereof shall be forfeited, and accordingly the Participant shall have no further right to receive any such payment(s).  In the event that all or any portion of the Performance Shares covered by this Award shall have been settled in accordance with the terms of this Agreement within twelve (12) months of the date on which any breach by the Participant of any of the provisions of this Section 10 shall have first occurred, the Committee may require that the Participant repay (with interest or appreciation (if any), as applicable, determined up to the date payment is made), and the Participant shall promptly repay, to the Corporation the value of any cash or property (including the Fair Market Value of any Stock) conveyed to the Participant within such period in respect of such Performance Shares.  Additionally, the Participant agrees that the Corporation shall be entitled to an injunction, restraining order or such other equitable relief restraining the Participant from committing any violation of the covenants or obligations contained in this Section 10.  These rescission rights and injunctive remedies are cumulative and are in addition to any other rights and remedies the Corporation may have at law or in equity.  The Participant acknowledges and agrees that the covenants and obligations in this Section 10 relate to special, unique and extraordinary matters and that a violation or threatened violation of any of the terms of such covenants or obligations will cause the Corporation and the Subsidiaries irreparable injury for which adequate remedies are not available at law.

(f)            Reformation.  The Participant agrees that the provisions of this Section 10 are necessary and reasonable to protect the Corporation in the conduct of its business.  If any restriction contained in this Section 10 shall be deemed to be invalid, illegal or unenforceable by reason of the extent, duration or geographical scope hereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby.

11.           Withholding.  The Corporation shall have the right to deduct from all amounts paid to the Participant in cash in respect of Performance Shares covered by

7




the Award any amount of taxes required by law to be withheld as may be necessary in the opinion of the Corporation to satisfy tax withholding required under the laws of any country, state, province, city or other jurisdiction.  In the case of any payments of Performance Shares covered by the Award in the form of Stock, at the Committee’s discretion, the Participant shall be required to either pay to the Corporation the amount of any taxes required to be withheld with respect to such Stock or, in lieu thereof, the Corporation shall have the right to retain (or the Participant may be offered the opportunity to elect to tender) the number of shares of Stock whose Fair Market Value equals such amount required to be withheld.

12.           Committee Discretion; Delegation.  Notwithstanding anything contained in this Agreement to the contrary, the Committee may take any action that is authorized under the terms of the Plan that is not contrary to the express terms hereof, including permitting the Participant to receive (upon such terms and conditions as the Committee shall determine) all or a portion of the Performance Shares covered by the Award, up to the maximum amount that would have been payable, despite the termination of the Participant’s employment prior to the settlement date specified pursuant to Section 2(a).  Nothing in this Agreement shall limit or in any way restrict the power of the Committee, consistent with the terms of the Plan, to delegate any of the powers reserved to it hereunder to such person or persons as it shall designate from time to time.

13.           No Right to Continued Employment.  Neither the execution and delivery hereof nor the granting of the Award shall constitute or be evidence of any agreement or understanding, express or implied, on the part of the Corporation or any of the Subsidiaries to employ or continue the employment of the Participant for any period.

14.           Governing Law.  The Award and the legal relations between the parties shall be governed by and construed in accordance with the laws of the State of New Jersey (without reference to the principles of conflicts of law).

15.           Signature in Counterpart.  This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signature thereto and hereto were upon the same instrument.  This Agreement may be executed by the Participant by means of manual signature, electronic signature or electronic acceptance.

16.           Binding Effect; Benefits.  This Agreement shall be binding upon and inure to the benefit of the Corporation and the Participant and their respective successors and permitted assigns.  Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the Corporation or the Participant or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

17.           Amendment.  This Agreement may not be altered, modified or amended except by a written instrument signed by the Corporation and the Participant.  Notwithstanding the foregoing sentence, to the extent determined necessary or advisable

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by the Committee in its sole discretion, the Agreement shall be interpreted to the extent possible to comply with the provisions of Section 409A of the Code (or, if applicable, to avoid application of such Code section).  Participant hereby consents to any amendments to this Agreement that the Committee, in its sole discretion, determines are necessary or advisable to comply with the provisions of Section 409A of the Code (or, if applicable, to avoid application of such Code section).  Adjustments made pursuant to this Section 17 shall, to the extent determined necessary or advisable in the sole discretion of the Committee, be made in compliance with the requirements of Section 409A of the Code (or, if applicable, to avoid application of such Code section).  As soon as is administratively practicable following the date of any such amendments, the Corporation shall notify the Participant of any amendments to this Agreement made pursuant to this Section 17 in order to comply with Section 409A of the Code (or, if applicable, to avoid application of such Code section); provided, however, that failure to provide such notice shall not invalidate or otherwise impair the enforceability of such amendments.  For purposes of this Section 17, Section 409A of the Code refers to such Code section as well as to any successor or companion provisions thereto and any regulations promulgated thereunder.

18.           Sections and Other Headings.  The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

IN WITNESS WHEREOF, the Corporation, by its duly authorized officer, and the Participant have executed this Agreement in duplicate as of the day and year first above written.

 

THE CHUBB CORPORATION

 

By:

 

 

 

 

 

 

Chairman, President and Chief Executive Officer

 

 

 

By:

 

 

 

Participant

 

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EX-10.3 4 a07-7406_1ex10d3.htm EX-10.3

Exhibit 10.3

THE CHUBB CORPORATION
LONG-TERM STOCK INCENTIVE PLAN (2004)

Performance Share Award Agreement

This PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”), dated as of                       , 2007, is by and between The Chubb Corporation (the “Corporation”) and [                ] (the “Participant”), pursuant to The Chubb Corporation Long-Term Stock Incentive Plan (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 Committee has authorized the grant to the Participant of Performance Shares in accordance with the terms and conditions of this Agreement; 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”).

2.             Payment of Earned Performance Shares.

(a)            Settlement of Performance Shares.  Subject to the provisions of this Section 2, Section 4 and Section 5, the Payment Value of each Performance Share covered by the Award which the Committee determines, in writing, to be earned pursuant to Section 3 shall be paid by the Corporation on a date (the “vesting date”) as soon as administratively practicable after (but no later than 2½ months after the calendar 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.  Notwithstanding the aforementioned, the vesting date shall be the last day of the Performance Cycle if (i) the Participant experiences a Qualifying Termination of Employment on or after December 31, 2007 or (ii) the Committee determines, in its discretion, pursuant to Section 4(b), that the Participant will not forfeit his or her rights to Performance Shares upon his or her termination of employment for other reasons; in either case, provided the Committee determines, in writing, that Performance Shares are to be awarded hereunder.




(b)           Voluntary Deferral.  Notwithstanding the provisions of Section 2(a), the Participant may elect, by election filed with the Corporation under its Key Employee Deferred Compensation Plan (2005) (or any successor plan or program) (the “Deferred Compensation Plan”), and on a form acceptable to the Committee, not later than June 30, 2009 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.

3.             Vesting Criteria Applicable to Performance Shares.

(a)           Performance Cycle.  The Performance Cycle for this Award shall commence on January 1, 2007, and shall end on December 31, 2009.

(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 500 after the start of the Performance Cycle would not be a Comparison Company).

(c)           Comparison of Total Shareholder Return.  Except as provided in Section 5, the Performance Shares covered by the Award shall be deemed earned based on where the Corporation’s total shareholder return during the Performance Cycle ranks in relation to the total shareholder returns of the Comparison Companies during such period.  For purposes of calculating the total shareholder return of the Corporation and the Comparison Companies during the Performance Cycle, the value of each such company’s stock at the beginning and end of the Performance Cycle shall be established based on the average of the averages of the high and low trading prices of the applicable stock on the principal exchange on which the stock trades for the 15 trading days occurring immediately prior to the beginning or end of the Performance Cycle, as the case may be.  Such averages for each such company (including the Corporation) shall be referred to herein as the “Beginning Average Value” and the “Ending Average Value.”  As soon as practicable after the completion of the Performance Cycle, the total shareholder returns of the Comparison Companies will be calculated and ranked from highest to lowest.  The Corporation’s total shareholder return will then be ranked in terms of which percentile it would have placed in among the Comparison Companies.  In calculating the total shareholder return with respect to either the Corporation or any of the

2




Comparison Companies, the Committee shall make or shall cause to be made such appropriate adjustments to the calculation of total shareholder return for such entity (including, without limitation, adjusting the Beginning Average Value) as shall be necessary or appropriate to avoid an artificial increase or decrease in such return as a result of a stock split (including a reverse stock split), recapitalization or other similar event affecting the capital structure of such entity that does not involve the issuance of the entity’s securities in exchange for money, property or other consideration.

(d)           Percentage of Performance Shares Earned.  The extent to which Performance Shares shall become earned on the vesting date described in Section 2(a) shall be determined according to the following schedule:

Relative Performance Level
Percentile

 

Percent of Performance
Shares Earned

85th or higher

 

200%

50th

 

100%

25th

 

50%

Under 25th

 

0%

 

To the extent that the Corporation’s total shareholder return ranks in a percentile between the 25th and the 50th percentile, or between the 50th and the 85th percentile, of comparative performance, then the number of Performance Shares earned on the vesting date shall be determined by multiplying the relative percentile of comparative performance achieved by the Corporation by two (e.g., if the Corporation’s total shareholder return would have placed in the 40th percentile, then 80% of the Performance Shares covered by the Award become earned on the vesting date; if the Corporation’s total shareholder return would have placed in the 75th percentile, then 150% of the Performance Shares covered by the Award become earned on the vesting date).

4.             Termination of Employment.  Except as provided in this Section 4 or in Section 5, the Participant shall not have any right to any payment hereunder unless the Participant is employed by the Corporation or a Subsidiary on the date the Performance Shares subject to this Award are settled pursuant to Section 2(a) (or would have been settled without regard to any other provision of Section 2).

(a)           Qualifying Termination of Employment.  If the Participant’s employment terminates by reason of a Qualifying Termination of Employment on or after December 31, 2007, the Participant shall be entitled to receive the same Payment Values (without pro-ration) in respect of the Performance Shares covered by the Award as would have been payable, and at the same time and subject to the same conditions, had his or her employment continued until the end of the Performance Cycle.

(b)           Termination for any Other Reason.  Unless otherwise determined by the Committee, if the Participant’s employment is terminated prior to the date on which the Performance Shares subject to this Award are settled pursuant to

3




Section 2(a) (or would have been settled without regard to any other provision of Section 2) for any reason other than a Qualifying Termination of Employment occurring on or after December 31, 2007, all of the Participant’s rights to Performance Shares covered by the Award shall be immediately forfeited and canceled without further action by the Corporation or the Participant as of the date of such termination of employment.  Notwithstanding the preceding sentence, the Participant’s Performance Shares shall be immediately forfeited and cancelled without further action by the Corporation or the Participant upon the Participant’s termination of employment for Cause.  For purposes of the Award, the term “Retirement” shall mean a termination of the Participant’s employment other than for Cause at or after the Participant’s normal retirement age or earliest retirement date, in each case as specified in the Corporation’s Pension Plan.  Accordingly, all of the Participant’s Performance Shares shall be forfeited and cancelled without further action by the Corporation or the Participant as of the date a Participant is terminated for Cause, whether prior to, on, or after the Participant’s normal retirement age or earliest retirement date, in each case as specified in the Corporation’s Pension Plan.

(c)           Transfers between the Corporation and Subsidiaries; Leaves, Other Absences and Suspension.  Transfer from the Corporation to a Subsidiary, from a Subsidiary to the Corporation, or from one Subsidiary to another shall not be considered a termination of employment.  Any question regarding whether a Participant’s employment has terminated in connection with a leave of absence or other absence from active employment shall be determined by the Committee, in its sole discretion, taking into account the provisions of applicable law and the Corporation’s generally applicable employment policies and practices.  The Committee may also suspend the operation of the termination of employment provisions of this Agreement for such period and upon such terms and conditions as it may deem necessary or appropriate to further the interests of the Corporation.

(d)           Termination Pursuant to a Change in Control.  Notwithstanding the provisions of Section 4(b), if the Participant’s employment is involuntarily terminated other than for Cause or if the Participant terminates employment due to death or Disability, in all such cases on or after the date the Corporation’s shareholders approve a Change in Control pursuant to subsections (iii) or (iv) of such definition but prior to the consummation of such Change in Control, the Participant shall be treated as having continued employment through, and terminated employment immediately after, such Change in Control.

5.             Change in Control.  Notwithstanding anything in Section 2 or 3 to the contrary, in the event a Change in Control occurs, Performance Shares covered by the Award not previously forfeited pursuant to Section 4 shall be treated in accordance with Section 9 of the Plan, in which case the Performance Shares covered by the Award shall become earned and payable as provided in Sections 9(a)(ii) and 9(a)(iii) of the Plan or, if applicable, be honored, assumed or substituted for in accordance with Section 9(b) of the Plan.  Notwithstanding the foregoing, if the Performance Shares shall become earned and payable as provided in Sections 9(a)(ii) and 9(a)(iii) of the Plan, but the accelerated

4




payment of the Performance Shares would subject the Participant to taxation under Section 409A of the Code, then the payment due to the Participant shall not be made until the earliest permissible payment date (including, but not limited to, the vesting date) that would not subject the Participant to taxation under Section 409A of the Code.

6.             Adjustment in Capitalization.  In the event that the Committee shall determine that any stock dividend, stock split, share combination, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares, warrants or rights offering to purchase Stock at a price substantially below fair market value, or other similar corporate event affects the Stock such that an adjustment is required in order to preserve, or to prevent the enlargement of, the benefits or potential benefits intended to be made available under this Award, then the Committee shall, in such manner as the Committee may deem equitable (as determined in its sole discretion), adjust any or all of the number and kind of Performance Shares subject to this Award and/or, if deemed appropriate, make provision for a cash payment to the person holding this Award, provided, however, that, unless the Committee determines otherwise, the number of Performance Shares subject to this Award shall always be a whole number.

7.             Restrictions on Transfer.  Performance Shares may not be sold, assigned, hypothecated, pledged or otherwise transferred or encumbered in any manner except (i) by will or the laws of descent and distribution or (ii) to a “Permitted Transferee”(as defined in Section 11(b) of the Plan) with the permission of, and subject to such conditions as may be imposed by, the Committee.

8.             No Rights as a Shareholder.  Until shares of Stock are issued, if at all, in satisfaction of the Corporation’s obligations under this Award, in the time and manner specified in Section 2 or 5, the Participant shall have no rights as a shareholder.

9.             Notice.  Any notice given hereunder to the Corporation shall be addressed to The Chubb Corporation, Attention Secretary, 15 Mountain View Road, P.O. Box 1615, Warren, New Jersey 07061-1615, and any notice given hereunder to the Participant shall be addressed to the Participant at the Participant’s address as shown on the records of the Corporation.

10.           Restrictive Covenants.  As a condition to the receipt of the Award made hereby, the Participant agrees to be bound by the terms and conditions hereof and of the Plan, including the following restrictive covenants:

(a)           Non-Disclosure.  The Participant shall not, without prior written authorization from the Corporation’s Chief Executive Officer, disclose to anyone outside the Corporation, or use (other than in the Corporation’s or any of the Subsidiaries’ business), any confidential information or material relating to the business of the Corporation or any of the Subsidiaries that is acquired by the Participant either during or after employment with the Corporation or any of the Subsidiaries.

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(b)           Non-Solicitation.  Unless the Participant has received prior written authorization from the Corporation’s Chief Executive Officer, the Participant shall not during his or her employment or service with the Corporation or any of the Subsidiaries and for a period of one (1) year following any termination of such employment or service relationship (the “Restricted Period”):

(i)            Directly or indirectly, employ, solicit, persuade, encourage or induce any individual employed by the Corporation or any of the Subsidiaries to become employed by or associated with any person or entity other than the Corporation or any of the Subsidiaries; or
(ii)           Directly or indirectly, solicit business on behalf of a Competitive Business from any Customer with whom the Participant has had, or employees reporting to the Participant have had, personal contact or dealings with on behalf of the Corporation or any of the Subsidiaries during the one (1) year period preceding the Restricted Period.

Customer” shall mean a person or entity to which the Corporation or any of the Subsidiaries is at the time providing services.

Competitive Business” shall mean any person or entity (including any joint venture, partnership, firm, corporation or limited liability company) that engages, directly or indirectly, in the property and casualty insurance business, including, but not limited to, commercial insurance, personal insurance, specialty insurance, surety, excess and surplus lines and/or reinsurance, and/or any other business which is a significant business of, the Corporation and the Subsidiaries as of the date of the Participant’s termination of employment or service with the Corporation or any of the Subsidiaries; provided however, that a business set forth above shall not be considered a “Competitive Business” in the event that, as of the date of the Participant’s termination of employment or service with the Corporation or any of the Subsidiaries, such business is no longer a business of the Corporation or any of the Subsidiaries.

(c)           Inventions.  A Participant shall disclose promptly and assign to the Corporation all right, title, and interest in any invention or idea, patentable or not, made or conceived by the Participant during employment by the Corporation or any of the Subsidiaries, relating in any manner to the actual or anticipated business, research or development work of the Corporation or any of the Subsidiaries and shall do anything reasonably necessary to enable the Corporation or any of the Subsidiaries to secure a patent, copyright or any other intellectual property rights where appropriate in the United States and in foreign countries.

(d)           Relief with Respect to Violations of Covenants.  Failure to comply with the provisions of this Section 10 at any point before payment in respect of earned Performance Shares covered by the Award is made pursuant to the provisions of Section 2 or 5 shall cause all Performance Shares covered by the Award to be cancelled and rescinded without any payment therefor.  For the avoidance of doubt, following a failure to comply with this Section 10, payments in respect of any portion of the

6




Performance Shares covered by the Award that have been deferred under the Deferred Compensation Plan in accordance with Section 2 hereof shall be forfeited, and accordingly the Participant shall have no further right to receive any such payment(s).  In the event that all or any portion of the Performance Shares covered by this Award shall have been settled in accordance with the terms of this Agreement within twelve (12) months of the date on which any breach by the Participant of any of the provisions of this Section 10 shall have first occurred, the Committee may require that the Participant repay (with interest or appreciation (if any), as applicable, determined up to the date payment is made), and the Participant shall promptly repay, to the Corporation the value of any cash or property (including the Fair Market Value of any Stock) conveyed to the Participant within such period in respect of such Performance Shares.  Additionally, the Participant agrees that the Corporation shall be entitled to an injunction, restraining order or such other equitable relief restraining the Participant from committing any violation of the covenants or obligations contained in this Section 10.  These rescission rights and injunctive remedies are cumulative and are in addition to any other rights and remedies the Corporation may have at law or in equity.  The Participant acknowledges and agrees that the covenants and obligations in this Section 10 relate to special, unique and extraordinary matters and that a violation or threatened violation of any of the terms of such covenants or obligations will cause the Corporation and the Subsidiaries irreparable injury for which adequate remedies are not available at law.

(e)           Reformation.  The Participant agrees that the provisions of this Section 10 are necessary and reasonable to protect the Corporation in the conduct of its business.  If any restriction contained in this Section 10 shall be deemed to be invalid, illegal or unenforceable by reason of the extent, duration or geographical scope hereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby.

11.           Withholding.  The Corporation shall have the right to deduct from all amounts paid to the Participant in cash in respect of Performance Shares covered by the Award any amount of taxes required by law to be withheld as may be necessary in the opinion of the Corporation to satisfy tax withholding required under the laws of any country, state, province, city or other jurisdiction.  In the case of any payments of Performance Shares covered by the Award in the form of Stock, at the Committee’s discretion, the Participant shall be required to either pay to the Corporation the amount of any taxes required to be withheld with respect to such Stock or, in lieu thereof, the Corporation shall have the right to retain (or the Participant may be offered the opportunity to elect to tender) the number of shares of Stock whose Fair Market Value equals such amount required to be withheld.

12.           Committee Discretion; Delegation.  Notwithstanding anything contained in this Agreement to the contrary, the Committee may take any action that is authorized under the terms of the Plan that is not contrary to the express terms hereof, including permitting the Participant to receive (upon such terms and conditions as the Committee shall determine) all or a portion of the Performance Shares covered by the

7




Award, up to the maximum amount that would have been payable, despite the termination of the Participant’s employment prior to the settlement date specified pursuant to Section 2(a).  Nothing in this Agreement shall limit or in any way restrict the power of the Committee, consistent with the terms of the Plan, to delegate any of the powers reserved to it hereunder to such person or persons as it shall designate from time to time.

13.           No Right to Continued Employment.  Neither the execution and delivery hereof nor the granting of the Award shall constitute or be evidence of any agreement or understanding, express or implied, on the part of the Corporation or any of the Subsidiaries to employ or continue the employment of the Participant for any period.

14.           Governing Law.  The Award and the legal relations between the parties shall be governed by and construed in accordance with the laws of the State of New Jersey (without reference to the principles of conflicts of law).

15.           Signature in Counterpart.  This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signature thereto and hereto were upon the same instrument.  This Agreement may be executed by the Participant by means of manual signature, electronic signature or electronic acceptance.

16.           Binding Effect; Benefits. This Agreement shall be binding upon and inure to the benefit of the Corporation and the Participant and their respective successors and permitted assigns.  Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the Corporation or the Participant or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

17.           Amendment.  This Agreement may not be altered, modified or amended except by a written instrument signed by the Corporation and the Participant.  Notwithstanding the foregoing sentence, to the extent determined necessary or advisable by the Committee in its sole discretion, the Agreement shall be interpreted to the extent possible to comply with the provisions of Section 409A of the Code (or, if applicable, to avoid application of such Code section).  Participant hereby consents to any amendments to this Agreement that the Committee, in its sole discretion, determines are necessary or advisable to comply with the provisions of Section 409A of the Code (or, if applicable, to avoid application of such Code section).  Adjustments made pursuant to this Section 17 shall, to the extent determined necessary or advisable in the sole discretion of the Committee, be made in compliance with the requirements of Section 409A of the Code (or, if applicable, to avoid application of such Code section).  As soon as is administratively practicable following the date of any such amendments, the Corporation shall notify the Participant of any amendments to this Agreement made pursuant to this Section 17 in order to comply with Section 409A of the Code (or, if applicable, to avoid application of such Code section); provided, however, that failure to provide such notice shall not invalidate or otherwise impair the enforceability of such amendments.  For purposes of this Section 17, Section 409A of the Code refers to such Code section as well

8




as to any successor or companion provisions thereto and any regulations promulgated thereunder.

18.           Sections and Other Headings.  The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

IN WITNESS WHEREOF, the Corporation, by its duly authorized officer, and the Participant have executed this Agreement in duplicate as of the day and year first above written.

THE CHUBB CORPORATION

 

By:

 

 

 

 

 

Chairman, President and Chief Executive Officer

 

 

 

 

 

 

 

By:

 

 

 

 

Participant

 

9



EX-10.4 5 a07-7406_1ex10d4.htm EX-10.4

Exhibit 10.4

THE CHUBB CORPORATION LONG-TERM STOCK
INCENTIVE PLAN (2004)

Performance Share Award Agreement
Amendment
No. 1

This Amendment No. 1 (this “Amendment”), is made and entered into as of                   , 2007 by and between The Chubb Corporation (the “Corporation”) and                   (the “Participant”), pursuant to The Chubb Corporation Long-Term Stock Incentive Plan (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 Amendment conflicts with any provision of the Plan (as either may be interpreted from time to time by the Committee), the Plan shall control.

WHEREAS, the Corporation and the Participant are parties to that certain Performance Share Award Agreement, dated as of                    , 2006 (the “Agreement”);

WHEREAS, the Corporation and the Participant desire to amend the Agreement as set forth below;

NOW THEREFORE, the Participant and the Corporation agree as follows:

1.             Section 2(c) of the Agreement is hereby deleted in its entirety and all references thereto in the Agreement shall be disregarded.

2.             Section 3(a) of the Agreement is hereby amended and restated in its entirety to read as follows:

“(a)         Performance Cycle.  The Performance Cycle for this Award shall commence on January 1, 2006, and shall end on December 31, 2008.”

3.             Section 4(a) of the Agreement is hereby amended and restated in its entirety to read as follows:

“(a)         Qualifying Termination of Employment.  If the Participant’s employment terminates by reason of a Qualifying Termination of Employment on or after December 31, 2006, the Participant shall be entitled to receive the same Payment Values (without pro-ration) in respect of the Performance Shares covered by the Award as would have been payable, and at the same time and subject to the same conditions, had his or her employment continued until the end of the Performance Cycle.”

4.             Section 17 of the Agreement is hereby amended and restated in its entirety to read as follows:




                Amendment.  This Agreement may not be altered, modified or amended except by a written instrument signed by the Corporation and the Participant.  Notwithstanding the foregoing sentence, to the extent determined necessary or advisable by the Committee in its sole discretion, the Agreement shall be interpreted to the extent possible to comply with the provisions of Section 409A of the Code (or, if applicable, to avoid application of such Code section).  Participant hereby consents to any amendments to this Agreement that the Committee, in its sole discretion, determines are necessary or advisable to comply with the provisions of Section 409A of the Code (or, if applicable, to avoid application of such Code section).  Adjustments made pursuant to this Section 17 shall, to the extent determined necessary or advisable in the sole discretion of the Committee, be made in compliance with the requirements of Section 409A of the Code (or, if applicable, to avoid application of such Code section).  As soon as is administratively practicable following the date of any such amendments, the Corporation shall notify the Participant of any amendments to this Agreement made pursuant to this Section 17 in order to comply with Section 409A of the Code (or, if applicable, to avoid application of such Code section); provided, however, that failure to provide such notice shall not invalidate or otherwise impair the enforceability of such amendments.  For purposes of this Section 17, Section 409A of the Code refers to such Code section as well as to any successor or companion provisions thereto and any regulations promulgated thereunder.”

5.             This Amendment shall not constitute a waiver, amendment or modification of any other provision of the Agreement not expressly referred to herein. Except as expressly amended or modified herein, the provisions of the Agreement are and shall remain in full force and effect.

6.             The Award and the legal relations between the parties shall be governed by and construed in accordance with the laws of the State of New Jersey (without reference to the principles of conflicts of law).

7.             This Amendment may be signed in counterparts, each of which shall be an original, with the same effect as if the signature thereto and hereto were upon the same instrument.  This Amendment may be executed by the Participant by means of manual signature, electronic signature or electronic acceptance.

8.             This Amendment shall be binding upon and inure to the benefit of the Corporation and the Participant and their respective successors and permitted assigns.  Nothing in this Amendment, express or implied, is intended or shall be construed to give any person other than the Corporation or the Participant or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

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IN WITNESS WHEREOF, the Corporation, by its duly authorized officer, and the Participant have executed this Amendment as of the date set forth above.

THE CHUBB CORPORATION

 

By:

 

 

 

 

 

 

 

 

Chairman, President & Chief Executive Officer

 

 

 

 

 

By:

 

 

 

 

 

 

 

 

Participant

 

 

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EX-10.5 6 a07-7406_1ex10d5.htm EX-10.5

Exhibit 10.5

THE CHUBB CORPORATION LONG-TERM STOCK
INCENTIVE PLAN (2004)

Performance Share Award Agreement

Amendment

No. 1

This Amendment No. 1 (this “Amendment”), is made and entered into as of                         , 2007 by and between The Chubb Corporation (the “Corporation”) and                         (the “Participant”), pursuant to The Chubb Corporation Long-Term Stock Incentive Plan (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 Amendment conflicts with any provision of the Plan (as either may be interpreted from time to time by the Committee), the Plan shall control.

WHEREAS, the Corporation and the Participant are parties to that certain Performance Share Award Agreement, dated as of                         , 2006 (the “Agreement”);

WHEREAS, the Corporation and the Participant desire to amend the Agreement as set forth below;

NOW THEREFORE, the Participant and the Corporation agree as follows:

1.             Section 3(a) of the Agreement is hereby amended and restated in its entirety to read as follows:

“(a)         Performance Cycle.  The Performance Cycle for this Award shall commence on January 1, 2006, and shall end on December 31, 2008.”

2.             Section 17 of the Agreement is hereby amended and restated in its entirety to read as follows:

Amendment.  This Agreement may not be altered, modified or amended except by a written instrument signed by the Corporation and the Participant.  Notwithstanding the foregoing sentence, to the extent determined necessary or advisable by the Committee in its sole discretion, the Agreement shall be interpreted to the extent possible to comply with the provisions of Section 409A of the Code (or, if applicable, to avoid application of such Code section).  Participant hereby consents to any amendments to this Agreement that the Committee, in its sole discretion, determines are necessary or advisable to comply with the provisions of Section 409A of the Code (or, if applicable, to avoid application of such Code section).  Adjustments made pursuant to this Section 17 shall, to the extent determined necessary or advisable in the sole discretion of the Committee, be made in compliance with the requirements of Section 409A of the Code (or, if applicable, to avoid application of such Code section).  As soon as is administratively practicable following the date of any such amendments, the Corporation shall notify the Participant of any amendments to this Agreement made pursuant to this




Section 17 in order to comply with Section 409A of the Code (or, if applicable, to avoid application of such Code section); provided, however, that failure to provide such notice shall not invalidate or otherwise impair the enforceability of such amendments.  For purposes of this Section 17, Section 409A of the Code refers to such Code section as well as to any successor or companion provisions thereto and any regulations promulgated thereunder.”

3.             This Amendment shall not constitute a waiver, amendment or modification of any other provision of the Agreement not expressly referred to herein. Except as expressly amended or modified herein, the provisions of the Agreement are and shall remain in full force and effect.

4.             The Award and the legal relations between the parties shall be governed by and construed in accordance with the laws of the State of New Jersey (without reference to the principles of conflicts of law).

5.             This Amendment may be signed in counterparts, each of which shall be an original, with the same effect as if the signature thereto and hereto were upon the same instrument.  This Amendment may be executed by the Participant by means of manual signature, electronic signature or electronic acceptance.

6.             This Amendment shall be binding upon and inure to the benefit of the Corporation and the Participant and their respective successors and permitted assigns.  Nothing in this Amendment, express or implied, is intended or shall be construed to give any person other than the Corporation or the Participant or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

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IN WITNESS WHEREOF, the Corporation, by its duly authorized officer, and the Participant have executed this Amendment as of the date set forth above.

 

THE CHUBB CORPORATION

 

By:

 

 

 

 

 

Chairman, President & Chief Executive Officer

 

 

 

By:

 

 

 

 

 

Participant

 

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EX-10.6 7 a07-7406_1ex10d6.htm EX-10.6

Exhibit 10.6

THE CHUBB CORPORATION LONG-TERM STOCK
INCENTIVE PLAN (2004)

Performance Share Award Agreement
Amendment
No. 1

This Amendment No. 1 (this “Amendment”), is made and entered into as of                   , 2007 by and between The Chubb Corporation (the “Corporation”) and                   (the “Participant”), pursuant to The Chubb Corporation Long-Term Stock Incentive Plan (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 Amendment conflicts with any provision of the Plan (as either may be interpreted from time to time by the Committee), the Plan shall control.

WHEREAS, the Corporation and the Participant are parties to that certain Performance Share Award Agreement, dated as of                   , 2005 (the “Agreement”);

WHEREAS, the Corporation and the Participant desire to amend the Agreement as set forth below;

NOW THEREFORE, the Participant and the Corporation agree as follows:

1.             Section 2(c) of the Agreement is hereby deleted in its entirety and all references thereto in the Agreement shall be disregarded.

2.             Section 3(a) of the Agreement is hereby amended and restated in its entirety to read as follows:

“(a)         Performance Cycle.  The Performance Cycle for this Award shall commence on January 1, 2005, and shall end on December 31, 2007.”

3.             Section 4(a) of the Agreement is hereby amended and restated in its entirety to read as follows:

“(a)         Qualifying Termination of Employment.  If the Participant’s employment terminates by reason of a Qualifying Termination of Employment on or after December 31, 2005, the Participant shall be entitled to receive the same Payment Values (without pro-ration) in respect of the Performance Shares covered by the Award as would have been payable, and at the same time and subject to the same conditions, had his or her employment continued until the end of the Performance Cycle.”

4.             Section 17 of the Agreement is hereby amended and restated in its entirety to read as follows:




                Amendment.  This Agreement may not be altered, modified or amended except by a written instrument signed by the Corporation and the Participant.  Notwithstanding the foregoing sentence, to the extent determined necessary or advisable by the Committee in its sole discretion, the Agreement shall be interpreted to the extent possible to comply with the provisions of Section 409A of the Code (or, if applicable, to avoid application of such Code section).  Participant hereby consents to any amendments to this Agreement that the Committee, in its sole discretion, determines are necessary or advisable to comply with the provisions of Section 409A of the Code (or, if applicable, to avoid application of such Code section).  Adjustments made pursuant to this Section 17 shall, to the extent determined necessary or advisable in the sole discretion of the Committee, be made in compliance with the requirements of Section 409A of the Code (or, if applicable, to avoid application of such Code section).  As soon as is administratively practicable following the date of any such amendments, the Corporation shall notify the Participant of any amendments to this Agreement made pursuant to this Section 17 in order to comply with Section 409A of the Code (or, if applicable, to avoid application of such Code section); provided, however, that failure to provide such notice shall not invalidate or otherwise impair the enforceability of such amendments.  For purposes of this Section 17, Section 409A of the Code refers to such Code section as well as to any successor or companion provisions thereto and any regulations promulgated thereunder.”

5.             This Amendment shall not constitute a waiver, amendment or modification of any other provision of the Agreement not expressly referred to herein. Except as expressly amended or modified herein, the provisions of the Agreement are and shall remain in full force and effect.

6.             The Award and the legal relations between the parties shall be governed by and construed in accordance with the laws of the State of New Jersey (without reference to the principles of conflicts of law).

7.             This Amendment may be signed in counterparts, each of which shall be an original, with the same effect as if the signature thereto and hereto were upon the same instrument.  This Amendment may be executed by the Participant by means of manual signature, electronic signature or electronic acceptance.

8.             This Amendment shall be binding upon and inure to the benefit of the Corporation and the Participant and their respective successors and permitted assigns.  Nothing in this Amendment, express or implied, is intended or shall be construed to give any person other than the Corporation or the Participant or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

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IN WITNESS WHEREOF, the Corporation, by its duly authorized officer, and the Participant have executed this Amendment as of the date set forth above.

THE CHUBB CORPORATION

 

By:

 

 

 

 

 

 

 

 

Chairman, President & Chief Executive Officer

 

 

 

 

 

By:

 

 

 

 

 

 

 

 

Participant

 

 

3



EX-10.7 8 a07-7406_1ex10d7.htm EX-10.7

Exhibit 10.7

THE CHUBB CORPORATION LONG-TERM STOCK
INCENTIVE PLAN (2004)

Performance Share Award Agreement

Amendment

No. 1

This Amendment No. 1 (this “Amendment”), is made and entered into as of                         , 2007 by and between The Chubb Corporation (the “Corporation”) and                          (the “Participant”), pursuant to The Chubb Corporation Long-Term Stock Incentive Plan (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 Amendment conflicts with any provision of the Plan (as either may be interpreted from time to time by the Committee), the Plan shall control.

WHEREAS, the Corporation and the Participant are parties to that certain Performance Share Award Agreement, dated as of                         , 2005 (the “Agreement”);

WHEREAS, the Corporation and the Participant desire to amend the Agreement as set forth below;

NOW THEREFORE, the Participant and the Corporation agree as follows:

1.             Section 3(a) of the Agreement is hereby amended and restated in its entirety to read as follows:

“(a)         Performance Cycle.  The Performance Cycle for this Award shall commence on January 1, 2005, and shall end on December 31, 2007.”

2.             Section 17 of the Agreement is hereby amended and restated in its entirety to read as follows:

Amendment.  This Agreement may not be altered, modified or amended except by a written instrument signed by the Corporation and the Participant.  Notwithstanding the foregoing sentence, to the extent determined necessary or advisable by the Committee in its sole discretion, the Agreement shall be interpreted to the extent possible to comply with the provisions of Section 409A of the Code (or, if applicable, to avoid application of such Code section).  Participant hereby consents to any amendments to this Agreement that the Committee, in its sole discretion, determines are necessary or advisable to comply with the provisions of Section 409A of the Code (or, if applicable, to avoid application of such Code section).  Adjustments made pursuant to this Section 17 shall, to the extent determined necessary or advisable in the sole discretion of the Committee, be made in compliance with the requirements of Section 409A of the Code (or, if applicable, to avoid application of such Code section).  As soon as is administratively practicable following the date of any such amendments, the Corporation shall notify the Participant of any amendments to this Agreement made pursuant to this




Section 17 in order to comply with Section 409A of the Code (or, if applicable, to avoid application of such Code section); provided, however, that failure to provide such notice shall not invalidate or otherwise impair the enforceability of such amendments.  For purposes of this Section 17, Section 409A of the Code refers to such Code section as well as to any successor or companion provisions thereto and any regulations promulgated thereunder.”

3.             This Amendment shall not constitute a waiver, amendment or modification of any other provision of the Agreement not expressly referred to herein. Except as expressly amended or modified herein, the provisions of the Agreement are and shall remain in full force and effect.

4.             The Award and the legal relations between the parties shall be governed by and construed in accordance with the laws of the State of New Jersey (without reference to the principles of conflicts of law).

5.             This Amendment may be signed in counterparts, each of which shall be an original, with the same effect as if the signature thereto and hereto were upon the same instrument.  This Amendment may be executed by the Participant by means of manual signature, electronic signature or electronic acceptance.

6.             This Amendment shall be binding upon and inure to the benefit of the Corporation and the Participant and their respective successors and permitted assigns.  Nothing in this Amendment, express or implied, is intended or shall be construed to give any person other than the Corporation or the Participant or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

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IN WITNESS WHEREOF, the Corporation, by its duly authorized officer, and the Participant have executed this Amendment as of the date set forth above.

 

THE CHUBB CORPORATION

 

By:

 

 

 

Chairman, President & Chief Executive Officer

 

 

 

By:

 

 

 

Participant

 

3



EX-10.8 9 a07-7406_1ex10d8.htm EX-10.8

Exhibit 10.8

THE CHUBB CORPORATION
LONG-TERM STOCK INCENTIVE PLAN (2004)

RESTRICTED STOCK UNIT AGREEMENT

This RESTRICTED STOCK UNIT AGREEMENT, dated as of                                    , is by and between The Chubb Corporation (the “Corporation”) and                                     (the “Participant”), pursuant to The Chubb Corporation Long-Term Stock Incentive Plan (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 Committee has authorized the grant to the Participant of Restricted Stock Units in accordance with the terms and conditions of this Agreement; and

WHEREAS, the Participant and the Corporation desire to enter into this Agreement to evidence and confirm the grant of such Restricted Stock Units on the terms and conditions set forth herein.

NOW, THEREFORE, the Participant and the Corporation agree as follows:

1.             Grant of Restricted Stock Units.  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            Restricted Stock Units (the “Award”).

2.             Vesting and Rights as a Shareholder.  It is understood and agreed that the grant of the Award evidenced hereby is subject to the following conditions:

(a)           Restrictions on Transfer.  Until settlement of the Restricted Stock Units in accordance with Section 6, the Restricted Stock Units may not be sold, assigned, hypothecated, pledged or otherwise transferred or encumbered in any manner except ( i ) by will or the laws of descent and distribution or ( ii ) to a “Permitted Transferee” (as defined in Section 11(b) of the Plan) with the permission of, and subject to such conditions as may be imposed by, the Committee.

(b)           Restriction Period.  The Restriction Period applicable to the Restricted Stock Units covered by the Award shall begin on the date hereof and, except as otherwise provided in Section 3 or 4, shall, subject to the Participant’s continued employment from the Grant Date, lapse on the [third] anniversary of the Grant Date (such date to be hereafter referred to as the “Vesting Date”).

(c)           No Rights as a Shareholder.  Until shares of Stock are issued, if at all, in satisfaction of the Corporation’s obligations under this Award, in the




time and manner provided in Section 6, the Participant shall have no rights as a shareholder.

(d)           Dividend Equivalents.  Without limiting the generality of the foregoing, until settlement of the Restricted Stock Units in accordance with Section 6, as soon as practicable after cash dividends are paid on the Stock, the Participant shall be paid an amount in cash equal to the amount of dividends paid on that number of shares of the Stock as is equal to the number of the Participant’s Restricted Stock Units.

3.             Termination of Employment.

(a)           Qualifying Termination of Employment.  If the Participant’s employment terminates by reason of a Qualifying Termination of Employment during the Restriction Period (i.e., before the Vesting Date), the Restriction Period shall lapse as to (and there shall become vested and non-forfeitable) that number of Restricted Stock Units equal to the product of (i) the number of Restricted Stock Units covered by the Award and (ii) a fraction, the numerator of which is the number of full calendar months during the Restriction Period that the Participant was employed and the denominator of which is 36.  The remainder of the Restricted Stock Units covered by the Award shall be forfeited and cancelled without further action by the Corporation or the Participant as of the date of such termination of employment.

(b)           Termination for any Other Reason.  If the Participant’s employment terminates for any reason other than a Qualifying Termination of Employment during the Restriction Period (i.e., before the Vesting Date), all of the Restricted Stock Units covered by the Award shall be forfeited and cancelled without further action by the Corporation or the Participant as of the date of such termination of employment.  For purposes of the Award, the term “Retirement” shall mean a termination of the Participant’s employment other than for Cause at or after the Participant’s normal retirement age or earliest retirement date, in each case as specified in the Corporation’s Pension Plan.  Accordingly, all of the Restricted Stock Units covered by the Award shall be forfeited and cancelled without further action by the Corporation or the Participant as of the date a Participant is terminated for Cause, whether prior to, on, or after the Participant’s normal retirement age or earliest retirement date, in each case as specified in the Corporation’s Pension Plan.

(c)           Transfers between the Corporation and Subsidiaries; Leaves, Other Absences and Suspension.  Transfer from the Corporation to a Subsidiary, from a Subsidiary to the Corporation, or from one Subsidiary to another shall not be considered a termination of employment.  Any question regarding whether a Participant’s employment has terminated in connection with a leave of absence or other absence from active employment shall be determined by the Committee, in its sole discretion, taking into account the provisions of applicable law and the Corporation’s generally applicable employment policies and practices.  The Committee may also suspend the operation of the termination of employment provisions of this Agreement for such period and upon such terms and conditions as it may deem necessary or appropriate to further the interests of the Corporation.

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(d)           Termination Pursuant to a Change in Control.  Notwithstanding the provisions of Section 3(b), if the Participant’s employment is involuntarily terminated other than for Cause or if the Participant terminates employment due to death or Disability, in all such cases on or after the date the Corporation’s shareholders approve a Change in Control pursuant to subsections (iii) or (iv) of such definition but prior to the consummation of such Change in Control, the Participant shall be treated as having continued employment through, and terminated employment immediately after, such Change in Control.

4.             Change in Control.  Notwithstanding anything in Section 6 to the contrary, in the event a Change in Control occurs, Restricted Stock Units covered by the Award not previously forfeited pursuant to Section 3 shall be treated as provided for in Section 9 of the Plan, in which case the Restricted Stock Units covered by the Award shall become payable as provided in Sections 9(a)(i) and 9(a)(iii) of the Plan or, if applicable, be honored, assumed or substituted for in accordance with Section 9(b) of the Plan.  Notwithstanding the foregoing, if the Restricted Stock Units shall become earned and payable as provided in Sections 9(a)(i) and 9(a)(iii) of the Plan, but the accelerated payment of the Restricted Stock Units would subject the Participant to taxation under Section 409A of the Code, then the payment due to the Participant shall not be made until the earliest permissible payment date (including, but not limited to, the Vesting Date) that would not subject the Participant to taxation under Section 409A of the Code.

5.             Adjustment in Capitalization.  In the event that the Committee shall determine that any stock dividend, stock split, share combination, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares, warrants or rights offering to purchase Stock at a price substantially below fair market value, or other similar corporate event affects the Stock such that an adjustment is required in order to preserve, or to prevent the enlargement of, the benefits or potential benefits intended to be made available under this Award, then the Committee shall, in its sole discretion, and in such manner as the Committee may deem equitable, adjust any or all of the number and kind of units (or other property) subject to this Award and/or, if deemed appropriate, make provision for a cash payment to the person holding this Award, provided, however, that the number of Restricted Stock Units subject to this Award shall always be a whole number.

6.             Settlement of Restricted Stock Units.  Subject to the provisions of Section 4 and this Section 6, the Corporation shall deliver to the Participant (or, if applicable, the Participant’s Designated Beneficiary or legal representative) that number of shares of Stock as is equal to the number of Restricted Stock Units covered by the Award that have become vested and nonforfeitable as soon as administratively practicable after the earlier of (i) the Vesting Date or (ii) a Qualifying Termination of Employment, but in no event later than 2 ½ months after the end of the calendar year in which the event described in clause (i) or (ii) occurred; provided, however, that if the Participant terminates employment by reason of Retirement, the distribution of shares of Stock in respect of the Participant’s Restricted Stock Units shall be delayed for six months from the date of the Participant’s Retirement if the Participant is a “specified

3




employee” (as that term is defined in Section 409A(a)(2)(B)(i) of the Code) if necessary to avoid the imposition of taxes to the Participant under Section 409A of the Code.  If the Participant is (or is reasonably expected to be) a “covered employee” within the meaning of Section 162(m) of the Code for the calendar year in which delivery of Stock would ordinarily be made to the Participant, the Corporation shall delay delivery to the Participant of that portion of the shares of Stock for which the Corporation reasonably believes that Section 162(m) of the Code will preclude the Corporation from taking a compensation expense deduction until the Participant’s termination of employment with the Corporation and all members of the controlled group of entities of which the Corporation is a member.  Such Stock shall be delivered to such Participant or (if the Participant has elected payment in a form other than a lump sum) commence to be delivered to such Participant as soon as administratively practicable after the date which is six months after the date of such termination of employment.  Subject to the immediately preceding two sentences, the Participant may by election filed with the Corporation under its Key Employee Deferred Compensation Plan (2005) (or any successor plan or program) (the “Deferred Compensation Plan”), and on a form acceptable to the Committee, not later than December 31 of the calendar year before the calendar year of the Grant Date and subject to such terms and conditions as the Committee may specify, elect to have shares of Stock deliverable in respect of vested and nonforfeitable Restricted Stock Units deferred until such later date(s) as shall be specified in such election.  Any deferral election made for such Restricted Stock Units after such December 31 shall be deemed void and without force and effect.

7.             Notice.  Any notice given hereunder to the Corporation shall be addressed to The Chubb Corporation, Attention:  Secretary, 15 Mountain View Road, P.O. Box 1615, Warren, New Jersey 07061-1615, and any notice given hereunder to the Participant shall be addressed to the Participant at the Participant’s address as shown on the records of the Corporation.

8.             Restrictive Covenants. As a condition to the receipt of the Award made hereby, the Participant agrees to be bound by the terms and conditions hereof and of the Plan, including the following restrictive covenants:

(a)           Non-Disclosure.  The Participant shall not, without prior written authorization from the Corporation, disclose to anyone outside the Corporation, or use (other than in the Corporation’s or any of the Subsidiaries’ business), any confidential information or material relating to the business of the Corporation or any of the Subsidiaries that is acquired by the Participant either during or after employment with the Corporation or any of the Subsidiaries.

(b)           Non-Solicitation.  Unless the Participant has received prior written authorization from the Committee, the Participant shall not during his or her employment or service with the Corporation or any of the Subsidiaries and for a period of one (1) year following any termination of such employment or service relationship (the “Restricted Period”):

4




(i)            Directly or indirectly, employ, solicit, persuade, encourage or induce any individual employed by the Corporation or any of the Subsidiaries to become employed by or associated with any person or entity other than the Corporation or any of the Subsidiaries; or

(ii)           Directly or indirectly, solicit business on behalf of a Competitive Business from any Customer with whom the Participant has had, or employees reporting to the Participant have had, personal contact or dealings with on behalf of the Corporation or any of the Subsidiaries during the one (1) year period preceding the Restricted Period.

(c)           Non-Competition.  Unless the Participant has received prior written authorization from the Committee, the Participant shall not, whether during his or her employment or service with the Corporation or any of the Subsidiaries or during the Restricted Period, directly or indirectly compete with the business of the Corporation or any of the Subsidiaries by becoming an officer, agent, employee, consultant, partner or director of a Competitive Business, or otherwise render services to or assist or hold an interest (except as a less than one (1) percent shareholder of a public company) in any Competitive Business.  Notwithstanding the foregoing, it shall not be a violation of this Section 8(c) for the Participant to serve as a director for any entity which would otherwise be a Competitive Business if the Participant was serving as a director for such entity at the time of his or her termination of employment in compliance with the Corporation’s Policy Statement on Conflict of Interest.

Customer” shall mean a person or entity to which the Corporation or any of the Subsidiaries is at the time providing services.

Competitive Business” shall mean any person or entity (including any joint venture, partnership, firm, corporation or limited liability company) that engages, directly or indirectly, in the property and casualty insurance business, including, but not limited to, commercial insurance, personal insurance, specialty insurance, surety, excess and surplus lines and/or reinsurance, and/or any other business which is a significant business of, the Corporation and the Subsidiaries as of the date of the Participant’s termination of employment or service with the Corporation or any of the Subsidiaries; provided however, that a business set forth above shall not be considered a “Competitive Business” in the event that, as of the date of the Participant’s termination of employment or service with the Corporation or any of the Subsidiaries, such business is no longer a business of the Corporation or any of the Subsidiaries.

(d)           Inventions.  A Participant shall disclose promptly and assign to the Corporation all right, title, and interest in any invention or idea, patentable or not, made or conceived by the Participant during employment by the Corporation or any of the Subsidiaries, relating in any manner to the actual or anticipated business, research or development work of the Corporation or any of the Subsidiaries and shall do anything reasonably necessary to enable the Corporation or any of the Subsidiaries to secure a patent, copyright or any other intellectual property rights where appropriate in the United States and in foreign countries.

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(e)           Relief with Respect to Violations of Covenants.  Failure to comply with the provisions of this Section 8 at any point before the Restricted Stock Units covered by the Award are settled in accordance with Section 6 of this Agreement shall cause such Restricted Stock Units to be cancelled and rescinded without any payment therefor.  For the avoidance of doubt, following a failure to comply with this Section 8, all shares of Stock in respect of any portion of the Restricted Stock Units covered by the Award for which delivery has been deferred under the Deferred Compensation Plan in accordance with Section 2 hereof shall be forfeited, and accordingly the Participant shall have no further right to delivery or payment in respect of any such shares.  In the event that all or any portion of the Restricted Stock Units covered by this Award shall have been settled in accordance with the terms of this Agreement within twelve (12) months of the date on which any breach by the Participant of any of the provisions of this Section 8 shall have first occurred, the Committee may require that the Participant repay (with appreciation (if any), determined up to the date repayment is made), and the Participant shall promptly repay, to the Corporation the Fair Market Value of any Stock conveyed to the Participant within such period in respect of such Restricted Stock Units.  Additionally, the Participant agrees that the Corporation shall be entitled to an injunction, restraining order or such other equitable relief restraining the Participant from committing any violation of the covenants or obligations contained in this Section 8.  These rescission rights and injunctive remedies are cumulative and are in addition to any other rights and remedies the Corporation may have at law or in equity.  The Participant acknowledges and agrees that the covenants and obligations in this Section 8 relate to special, unique and extraordinary matters and that a violation or threatened violation of any of the terms of such covenants or obligations will cause the Corporation and the Subsidiaries irreparable injury for which adequate remedies are not available at law.

(f)            Reformation.  The Participant agrees that the provisions of this Section 8 are necessary and reasonable to protect the Corporation in the conduct of its business.  If any restriction contained in this Section 8 shall be deemed to be invalid, illegal or unenforceable by reason of the extent, duration or geographical scope hereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby.

9.             Withholding.  At the Committee’s discretion, the Participant shall be required to either pay to the Corporation the amount of any taxes required by law to be withheld as may be necessary in the opinion of the Corporation to satisfy tax withholding required under the laws of any country, state, province, city or other jurisdiction with respect to Stock deliverable hereunder or, in lieu thereof, the Corporation shall have the right to retain (or the Participant may be offered the opportunity to elect to tender) the number of shares of Stock whose Fair Market Value equals such amount required to be withheld.

10.           Committee Discretion; Delegation.  Notwithstanding anything contained in this Agreement to the contrary, the Committee, in its sole discretion and in accordance with the terms of the Plan, may take any action that is authorized under the terms of the Plan that is not contrary to the express terms hereof, including accelerating

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the lapse of the Restriction Period with respect to all or any portion of the Restricted Stock Units covered by the Award, at such times (including, without limitation, upon or in connection with the Participant’s termination of employment) and upon such terms and conditions as the Committee shall determine.  Nothing in this Agreement shall limit or in any way restrict the power of the Committee, consistent with the terms of the Plan, to delegate any of the powers reserved to it hereunder to such person or persons as it shall designate from time to time.

11.           No Right to Continued Employment.  Neither the execution and delivery hereof nor the granting of the Award shall constitute or be evidence of any agreement or understanding, express or implied, on the part of the Corporation or any of the Subsidiaries to employ or continue the employment of the Participant for any period.

12.           Governing Law.  The Award and the legal relations between the parties shall be governed by and construed in accordance with the laws of the State of New Jersey (without reference to the principles of conflicts of law).

13.           Signature in Counterpart.  This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signature thereto and hereto were upon the same instrument.  This Agreement may be accepted by the Participant by means of an electronic acceptance.

14.           Binding Effect; Benefits. This Agreement shall be binding upon and inure to the benefit of the Corporation and the Participant and their respective successors and permitted assigns.  Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the Corporation or the Participant or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

15.           Amendment.  This Agreement may not be altered, modified or amended except by a written instrument signed by the Corporation and the Participant.  Notwithstanding the foregoing sentence, to the extent determined necessary or advisable by the Committee in its sole discretion, the Agreement  shall be interpreted to the extent possible to comply with the provisions of Section 409A of the Code (or, if applicable, to avoid application of such Code section).  Participant hereby consents to any amendments to Agreement that the Committee, in its sole discretion, determines are necessary or advisable to comply with the provisions of Section 409A of the Code (or, if applicable, to avoid application of such Code section).  Adjustments made pursuant to this Section 15 shall, to the extent determined necessary or advisable in the sole discretion of the Committee, be made in compliance with the requirements of Section 409A of the Code (or, if applicable, to avoid application of such Code section).  As soon as is administratively practicable following the date of any such amendments, the Corporation shall notify the Participant of any amendments to this Agreement made pursuant to this Section 15 in order to comply with Section 409A of the Code (or, if applicable, to avoid application of such Code section); provided, however, that failure to provide such notice shall not invalidate or otherwise impair the enforceability of such amendments.  For purposes of this Section 15, Section 409A of the Code refers to such Code section as well

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as to any successor or companion provisions thereto and any regulations promulgated thereunder.

16.           Sections and Other Headings.  The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

IN WITNESS WHEREOF, the Corporation, by its duly authorized officer, and the Participant have executed this Agreement in duplicate as of the day and year first above written.

 

THE CHUBB CORPORATION

 

 

 

By:

 

 

 

Chairman, President & Chief Executive Officer

 

 

 

By:

 

 

 

Participant

 

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EX-10.9 10 a07-7406_1ex10d9.htm EX-10.9

Exhibit 10.9

THE CHUBB CORPORATION
LONG-TERM STOCK INCENTIVE PLAN (2004)

RESTRICTED STOCK UNIT AGREEMENT

This RESTRICTED STOCK UNIT AGREEMENT, dated as of               , is by and between The Chubb Corporation (the “Corporation”) and                        (the “Participant”), pursuant to The Chubb Corporation Long-Term Stock Incentive Plan (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 Committee has authorized the grant to the Participant of Restricted Stock Units in accordance with the terms and conditions of this Agreement; and

WHEREAS, the Participant and the Corporation desire to enter into this Agreement to evidence and confirm the grant of such Restricted Stock Units on the terms and conditions set forth herein.

NOW, THEREFORE, the Participant and the Corporation agree as follows:

1.             Grant of Restricted Stock Units.  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                  Restricted Stock Units (the “Award”).

2.             Vesting and Rights as a Shareholder.  It is understood and agreed that the grant of the Award evidenced hereby is subject to the following conditions:

(a)           Restrictions on Transfer.  Until settlement of the Restricted Stock Units in accordance with Section 6, the Restricted Stock Units may not be sold, assigned, hypothecated, pledged or otherwise transferred or encumbered in any manner except ( i ) by will or the laws of descent and distribution or ( ii ) to a “Permitted Transferee” (as defined in Section 11(b) of the Plan) with the permission of, and subject to such conditions as may be imposed by, the Committee.

(b)           Restriction Period.  The Restriction Period applicable to the Restricted Stock Units covered by the Award shall begin on the date hereof and, except as otherwise provided in Section 3 or 4, shall, subject to the Participant’s continued employment from the Grant Date, lapse on the [third] anniversary of the Grant Date (such date to be hereafter referred to as the “Vesting Date”).

(c)           No Rights as a Shareholder.  Until shares of Stock are issued, if at all, in satisfaction of the Corporation’s obligations under this Award, in the




time and manner provided in Section 6, the Participant shall have no rights as a shareholder.

(d)           Dividend Equivalents.  Without limiting the generality of the foregoing, until settlement of the Restricted Stock Units in accordance with Section 6, as soon as practicable after cash dividends are paid on the Stock, the Participant shall be paid an amount in cash equal to the amount of dividends paid on that number of shares of the Stock as is equal to the number of the Participant’s Restricted Stock Units.

3.             Termination of Employment.

(a)           Qualifying Termination of Employment.  If the Participant’s employment terminates by reason of a Qualifying Termination of Employment during the Restriction Period (i.e., before the Vesting Date), the Restriction Period shall lapse as to (and there shall become vested and non-forfeitable) that number of Restricted Stock Units equal to the product of (i) the number of Restricted Stock Units covered by the Award and (ii) a fraction, the numerator of which is the number of full calendar months during the Restriction Period that the Participant was employed and the denominator of which is 36.  The remainder of the Restricted Stock Units covered by the Award shall be forfeited and cancelled without further action by the Corporation or the Participant as of the date of such termination of employment.

(b)           Termination for any Other Reason.  If the Participant’s employment terminates for any reason other than a Qualifying Termination of Employment during the Restriction Period (i.e., before the Vesting Date), all of the Restricted Stock Units covered by the Award shall be forfeited and cancelled without further action by the Corporation or the Participant as of the date of such termination of employment.  For purposes of the Award, the term “Retirement” shall mean a termination of the Participant’s employment other than for Cause at or after the Participant’s normal retirement age or earliest retirement date, in each case as specified in the Corporation’s Pension Plan.  Accordingly, all of the Restricted Stock Units covered by the Award shall be forfeited and cancelled without further action by the Corporation or the Participant as of the date a Participant is terminated for Cause, whether prior to, on, or after the Participant’s normal retirement age or earliest retirement date, in each case as specified in the Corporation’s Pension Plan.

(c)           Transfers between the Corporation and Subsidiaries; Leaves, Other Absences and Suspension.  Transfer from the Corporation to a Subsidiary, from a Subsidiary to the Corporation, or from one Subsidiary to another shall not be considered a termination of employment.  Any question regarding whether a Participant’s employment has terminated in connection with a leave of absence or other absence from active employment shall be determined by the Committee, in its sole discretion, taking into account the provisions of applicable law and the Corporation’s generally applicable employment policies and practices.  The Committee may also suspend the operation of the termination of employment provisions of this Agreement for such period and upon such terms and conditions as it may deem necessary or appropriate to further the interests of the Corporation.

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(d)           Termination Pursuant to a Change in Control.  Notwithstanding the provisions of Section 3(b), if the Participant’s employment is involuntarily terminated other than for Cause or if the Participant terminates employment due to death or Disability, in all such cases on or after the date the Corporation’s shareholders approve a Change in Control pursuant to subsections (iii) or (iv) of such definition but prior to the consummation of such Change in Control, the Participant shall be treated as having continued employment through, and terminated employment immediately after, such Change in Control.

4.             Change in Control.  Notwithstanding anything in Section 6 to the contrary, in the event a Change in Control occurs, Restricted Stock Units covered by the Award not previously forfeited pursuant to Section 3 shall be treated as provided for in Section 9 of the Plan, in which case the Restricted Stock Units covered by the Award shall become payable as provided in Sections 9(a)(i) and 9(a)(iii) of the Plan or, if applicable, be honored, assumed or substituted for in accordance with Section 9(b) of the Plan.  Notwithstanding the foregoing, if the Restricted Stock Units shall become earned and payable as provided in Sections 9(a)(i) and 9(a)(iii) of the Plan, but the accelerated payment of the Restricted Stock Units would subject the Participant to taxation under Section 409A of the Code, then the payment due to the Participant shall not be made until the earliest permissible payment date (including, but not limited to, the Vesting Date) that would not subject the Participant to taxation under Section 409A of the Code.

5.             Adjustment in Capitalization.  In the event that the Committee shall determine that any stock dividend, stock split, share combination, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares, warrants or rights offering to purchase Stock at a price substantially below fair market value, or other similar corporate event affects the Stock such that an adjustment is required in order to preserve, or to prevent the enlargement of, the benefits or potential benefits intended to be made available under this Award, then the Committee shall, in its sole discretion, and in such manner as the Committee may deem equitable, adjust any or all of the number and kind of units (or other property) subject to this Award and/or, if deemed appropriate, make provision for a cash payment to the person holding this Award, provided, however, that the number of Restricted Stock Units subject to this Award shall always be a whole number.

6.             Settlement of Restricted Stock Units.  Subject to the provisions of Section 4 and this Section 6, the Corporation shall deliver to the Participant (or, if applicable, the Participant’s Designated Beneficiary or legal representative) that number of shares of Stock as is equal to the number of Restricted Stock Units covered by the Award that have become vested and nonforfeitable as soon as administratively practicable after the earlier of (i) the Vesting Date or (ii) a Qualifying Termination of Employment, but in no event later than 2 ½ months after the end of the calendar year in which the event described in clause (i) or (ii) occurred; provided, however, that if the Participant terminates employment by reason of Retirement, the distribution of shares of Stock in respect of the Participant’s Restricted Stock Units shall be delayed for six months from the date of the Participant’s Retirement if the Participant is a “specified

3




employee” (as that term is defined in Section 409A(a)(2)(B)(i) of the Code) if necessary to avoid the imposition of taxes to the Participant under Section 409A of the Code.  If the Participant is (or is reasonably expected to be) a “covered employee” within the meaning of Section 162(m) of the Code for the calendar year in which delivery of Stock would ordinarily be made to the Participant, the Corporation shall delay delivery to the Participant of that portion of the shares of Stock for which the Corporation reasonably believes that Section 162(m) of the Code will preclude the Corporation from taking a compensation expense deduction until the Participant’s termination of employment with the Corporation and all members of the controlled group of entities of which the Corporation is a member.  Such Stock shall be delivered to such Participant or (if the Participant has elected payment in a form other than a lump sum) commence to be delivered to such Participant as soon as administratively practicable after the date which is six months after the date of such termination of employment.  Subject to the immediately preceding two sentences, the Participant may by election filed with the Corporation under its Key Employee Deferred Compensation Plan (2005) (or any successor plan or program) (the “Deferred Compensation Plan”), and on a form acceptable to the Committee, not later than December 31 of the calendar year before the calendar year of the Grant Date and subject to such terms and conditions as the Committee may specify, elect to have shares of Stock deliverable in respect of vested and nonforfeitable Restricted Stock Units deferred until such later date(s) as shall be specified in such election.  Any deferral election made for such Restricted Stock Units after such December 31 shall be deemed void and without force and effect.

7.             Notice.  Any notice given hereunder to the Corporation shall be addressed to The Chubb Corporation, Attention:  Secretary, 15 Mountain View Road, P.O. Box 1615, Warren, New Jersey 07061-1615, and any notice given hereunder to the Participant shall be addressed to the Participant at the Participant’s address as shown on the records of the Corporation.

8.             Restrictive Covenants. As a condition to the receipt of the Award made hereby, the Participant agrees to be bound by the terms and conditions hereof and of the Plan, including the following restrictive covenants:

(a)           Non-Disclosure.  The Participant shall not, without prior written authorization from the Corporation, disclose to anyone outside the Corporation, or use (other than in the Corporation’s or any of the Subsidiaries’ business), any confidential information or material relating to the business of the Corporation or any of the Subsidiaries that is acquired by the Participant either during or after employment with the Corporation or any of the Subsidiaries.

(b)           Non-Solicitation.  Unless the Participant has received prior written authorization from the Committee, the Participant shall not during his or her employment or service with the Corporation or any of the Subsidiaries and for a period of one (1) year following any termination of such employment or service relationship (the “Restricted Period”):

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(i)            Directly or indirectly, employ, solicit, persuade, encourage or induce any individual employed by the Corporation or any of the Subsidiaries to become employed by or associated with any person or entity other than the Corporation or any of the Subsidiaries; or

(ii)           Directly or indirectly, solicit business on behalf of a Competitive Business from any Customer with whom the Participant has had, or employees reporting to the Participant have had, personal contact or dealings with on behalf of the Corporation or any of the Subsidiaries during the one (1) year period preceding the Restricted Period.

(c)           Non-Competition.  Unless the Participant has received prior written authorization from the Committee, the Participant shall not, whether during his or her employment or service with the Corporation or any of the Subsidiaries or during the Restricted Period, directly or indirectly compete with the business of the Corporation or any of the Subsidiaries by becoming an officer, agent, employee, consultant, partner or director of a Competitive Business, or otherwise render services to or assist or hold an interest (except as a less than one (1) percent shareholder of a public company) in any Competitive Business.  Notwithstanding the foregoing, it shall not be a violation of this Section 8(c) for the Participant to serve as a director for any entity which would otherwise be a Competitive Business if the Participant was serving as a director for such entity at the time of his or her termination of employment in compliance with the Corporation’s Policy Statement on Conflict of Interest.

Customer” shall mean a person or entity to which the Corporation or any of the Subsidiaries is at the time providing services.

Competitive Business” shall mean any person or entity (including any joint venture, partnership, firm, corporation or limited liability company) that engages, directly or indirectly, in the property and casualty insurance business, including, but not limited to, commercial insurance, personal insurance, specialty insurance, surety, excess and surplus lines and/or reinsurance, and/or any other business which is a significant business of, the Corporation and the Subsidiaries as of the date of the Participant’s termination of employment or service with the Corporation or any of the Subsidiaries; provided however, that a business set forth above shall not be considered a “Competitive Business” in the event that, as of the date of the Participant’s termination of employment or service with the Corporation or any of the Subsidiaries, such business is no longer a business of the Corporation or any of the Subsidiaries.

(d)           Inventions.  A Participant shall disclose promptly and assign to the Corporation all right, title, and interest in any invention or idea, patentable or not, made or conceived by the Participant during employment by the Corporation or any of the Subsidiaries, relating in any manner to the actual or anticipated business, research or development work of the Corporation or any of the Subsidiaries and shall do anything reasonably necessary to enable the Corporation or any of the Subsidiaries to

5




secure a patent, copyright or any other intellectual property rights where appropriate in the United States and in foreign countries.

(e)           Relief with Respect to Violations of Covenants.  Failure to comply with the provisions of this Section 8 at any point before the Restricted Stock Units covered by the Award are settled in accordance with Section 6 of this Agreement shall cause such Restricted Stock Units to be cancelled and rescinded without any payment therefor.  For the avoidance of doubt, following a failure to comply with this Section 8, all shares of Stock in respect of any portion of the Restricted Stock Units covered by the Award for which delivery has been deferred under the Deferred Compensation Plan in accordance with Section 2 hereof shall be forfeited, and accordingly the Participant shall have no further right to delivery or payment in respect of any such shares.  In the event that all or any portion of the Restricted Stock Units covered by this Award shall have been settled in accordance with the terms of this Agreement within twelve (12) months of the date on which any breach by the Participant of any of the provisions of this Section 8 shall have first occurred, the Committee may require that the Participant repay (with appreciation (if any), determined up to the date repayment is made), and the Participant shall promptly repay, to the Corporation the Fair Market Value of any Stock conveyed to the Participant within such period in respect of such Restricted Stock Units.  Additionally, the Participant agrees that the Corporation shall be entitled to an injunction, restraining order or such other equitable relief restraining the Participant from committing any violation of the covenants or obligations contained in this Section 8.  These rescission rights and injunctive remedies are cumulative and are in addition to any other rights and remedies the Corporation may have at law or in equity.  The Participant acknowledges and agrees that the covenants and obligations in this Section 8 relate to special, unique and extraordinary matters and that a violation or threatened violation of any of the terms of such covenants or obligations will cause the Corporation and the Subsidiaries irreparable injury for which adequate remedies are not available at law.

(f)            Reformation.  The Participant agrees that the provisions of this Section 8 are necessary and reasonable to protect the Corporation in the conduct of its business.  If any restriction contained in this Section 8 shall be deemed to be invalid, illegal or unenforceable by reason of the extent, duration or geographical scope hereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby.

9.             Withholding.  At the Committee’s discretion, the Participant shall be required to either pay to the Corporation the amount of any taxes required by law to be withheld as may be necessary in the opinion of the Corporation to satisfy tax withholding required under the laws of any country, state, province, city or other jurisdiction with respect to Stock deliverable hereunder or, in lieu thereof, the Corporation shall have the right to retain (or the Participant may be offered the opportunity to elect to tender) the number of shares of Stock whose Fair Market Value equals such amount required to be withheld.

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10.           Committee Discretion; Delegation.  Notwithstanding anything contained in this Agreement to the contrary, the Committee, in its sole discretion and in accordance with the terms of the Plan, may take any action that is authorized under the terms of the Plan that is not contrary to the express terms hereof, including accelerating the lapse of the Restriction Period with respect to all or any portion of the Restricted Stock Units covered by the Award, at such times (including, without limitation, upon or in connection with the Participant’s termination of employment) and upon such terms and conditions as the Committee shall determine.  Nothing in this Agreement shall limit or in any way restrict the power of the Committee, consistent with the terms of the Plan, to delegate any of the powers reserved to it hereunder to such person or persons as it shall designate from time to time.

11.           No Right to Continued Employment.  Neither the execution and delivery hereof nor the granting of the Award shall constitute or be evidence of any agreement or understanding, express or implied, on the part of the Corporation or any of the Subsidiaries to employ or continue the employment of the Participant for any period.

12.           Governing Law.  The Award and the legal relations between the parties shall be governed by and construed in accordance with the laws of the State of New Jersey (without reference to the principles of conflicts of law).

13.           Signature in Counterpart.  This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signature thereto and hereto were upon the same instrument.  This Agreement may be accepted by the Participant by means of an electronic acceptance.

14.           Binding Effect; Benefits. This Agreement shall be binding upon and inure to the benefit of the Corporation and the Participant and their respective successors and permitted assigns.  Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the Corporation or the Participant or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

15.           Amendment.  This Agreement may not be altered, modified or amended except by a written instrument signed by the Corporation and the Participant.  Notwithstanding the foregoing sentence, to the extent determined necessary or advisable by the Committee in its sole discretion, the Agreement  shall be interpreted to the extent possible to comply with the provisions of Section 409A of the Code (or, if applicable, to avoid application of such Code section).  Participant hereby consents to any amendments to Agreement that the Committee, in its sole discretion, determines are necessary or advisable to comply with the provisions of Section 409A of the Code (or, if applicable, to avoid application of such Code section).  Adjustments made pursuant to this Section 15 shall, to the extent determined necessary or advisable in the sole discretion of the Committee, be made in compliance with the requirements of Section 409A of the Code (or, if applicable, to avoid application of such Code section).  As soon as is administratively practicable following the date of any such amendments, the Corporation shall notify the Participant of any amendments to this Agreement made pursuant to this

7




Section 15 in order to comply with Section 409A of the Code (or, if applicable, to avoid application of such Code section); provided, however, that failure to provide such notice shall not invalidate or otherwise impair the enforceability of such amendments.  For purposes of this Section 15, Section 409A of the Code refers to such Code section as well as to any successor or companion provisions thereto and any regulations promulgated thereunder.

16.           Sections and Other Headings.  The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

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IN WITNESS WHEREOF, the Corporation, by its duly authorized officer, and the Participant have executed this Agreement in duplicate as of the day and year first above written.

THE CHUBB CORPORATION

 

 

 

 

 

 

 

By:

 

 

 

Chairman, President & Chief Executive Officer

 

 

 

 

 

 

 

By:

 

 

 

Participant

 

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EX-10.10 11 a07-7406_1ex10d10.htm EX-10.10

Exhibit 10.10

THE CHUBB CORPORATION
LONG-TERM STOCK INCENTIVE PLAN (2004)

RESTRICTED STOCK UNIT AGREEMENT

This RESTRICTED STOCK UNIT AGREEMENT, dated as of                 , is by and between The Chubb Corporation (the “Corporation” ) and                   (the “Participant”), pursuant to The Chubb Corporation Long-Term Stock Incentive Plan (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 Committee has authorized the grant to the Participant of Restricted Stock Units in accordance with the terms and conditions of this Agreement; and

WHEREAS, the Participant and the Corporation desire to enter into this Agreement to evidence and confirm the grant of such Restricted Stock Units on the terms and conditions set forth herein.

NOW, THEREFORE, the Participant and the Corporation agree as follows:

1.             Grant of Restricted Stock Units.  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                  Restricted Stock Units (the “Award”).

2.             Vesting and Rights as a Shareholder.  It is understood and agreed that the grant of the Award evidenced hereby is subject to the following conditions:

(a)           Restrictions on Transfer.  Until settlement of the Restricted Stock Units in accordance with Section 6, the Restricted Stock Units may not be sold, assigned, hypothecated, pledged or otherwise transferred or encumbered in any manner except ( i ) by will or the laws of descent and distribution or ( ii ) to a “Permitted Transferee” (as defined in Section 11(b) of the Plan) with the permission of, and subject to such conditions as may be imposed by, the Committee.

(b)           Restriction Period.  The Restriction Period applicable to the Restricted Stock Units covered by the Award shall begin on the date hereof and, except as otherwise provided in Section 3 or 4, shall, subject to the Participant’s continued employment from the Grant Date, lapse on the [third] anniversary of the Grant Date (such date to be hereafter referred to as the “Vesting Date”).

(c)           No Rights as a Shareholder.  Until shares of Stock are issued, if at all, in satisfaction of the Corporation’s obligations under this Award, in the




time and manner provided in Section 6, the Participant shall have no rights as a shareholder.

(d)           Dividend Equivalents.  Without limiting the generality of the foregoing, until settlement of the Restricted Stock Units in accordance with Section 6, as soon as practicable after cash dividends are paid on the Stock, the Participant shall be paid an amount in cash equal to the amount of dividends paid on that number of shares of the Stock as is equal to the number of the Participant’s Restricted Stock Units.

3.             Termination of Employment.

(a)           Qualifying Termination of Employment.  If the Participant’s employment terminates by reason of a Qualifying Termination of Employment during the Restriction Period (i.e., before the Vesting Date), the Restriction Period shall lapse as to (and there shall become vested and non-forfeitable) that number of Restricted Stock Units equal to the product of (i) the number of Restricted Stock Units covered by the Award and (ii) a fraction, the numerator of which is the number of full calendar months during the Restriction Period that the Participant was employed and the denominator of which is 36.  The remainder of the Restricted Stock Units covered by the Award shall be forfeited and cancelled without further action by the Corporation or the Participant as of the date of such termination of employment.

(b)           Termination for any Other Reason.  If the Participant’s employment terminates for any reason other than a Qualifying Termination of Employment during the Restriction Period (i.e., before the Vesting Date), all of the Restricted Stock Units covered by the Award shall be forfeited and cancelled without further action by the Corporation or the Participant as of the date of such termination of employment.  For purposes of the Award, the term “Retirement” shall mean a termination of the Participant’s employment other than for Cause at or after the Participant’s normal retirement age or earliest retirement date, in each case as specified in the Corporation’s Pension Plan.  Accordingly, all of the Restricted Stock Units covered by the Award shall be forfeited and cancelled without further action by the Corporation or the Participant as of the date a Participant is terminated for Cause, whether prior to, on, or after the Participant’s normal retirement age or earliest retirement date, in each case as specified in the Corporation’s Pension Plan.

(c)           Transfers between the Corporation and Subsidiaries; Leaves, Other Absences and Suspension.  Transfer from the Corporation to a Subsidiary, from a Subsidiary to the Corporation, or from one Subsidiary to another shall not be considered a termination of employment.  Any question regarding whether a Participant’s employment has terminated in connection with a leave of absence or other absence from active employment shall be determined by the Committee, in its sole discretion, taking into account the provisions of applicable law and the Corporation’s generally applicable employment policies and practices.  The Committee may also suspend the operation of the termination of employment provisions of this Agreement for such period and upon such terms and conditions as it may deem necessary or appropriate to further the interests of the Corporation.

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(d)           Termination Pursuant to a Change in Control.  Notwithstanding the provisions of Section 3(b), if the Participant’s employment is involuntarily terminated other than for Cause or if the Participant terminates employment due to death or Disability, in all such cases on or after the date the Corporation’s shareholders approve a Change in Control pursuant to subsections (iii) or (iv) of such definition but prior to the consummation of such Change in Control, the Participant shall be treated as having continued employment through, and terminated employment immediately after, such Change in Control.

4.             Change in Control.  Notwithstanding anything in Section 6 to the contrary, in the event a Change in Control occurs, Restricted Stock Units covered by the Award not previously forfeited pursuant to Section 3 shall be treated as provided for in Section 9 of the Plan, in which case the Restricted Stock Units covered by the Award shall become payable as provided in Sections 9(a)(i) and 9(a)(iii) of the Plan or, if applicable, be honored, assumed or substituted for in accordance with Section 9(b) of the Plan.  Notwithstanding the foregoing, if the Restricted Stock Units shall become earned and payable as provided in Sections 9(a)(i) and 9(a)(iii) of the Plan, but the accelerated payment of the Restricted Stock Units would subject the Participant to taxation under Section 409A of the Code, then the payment due to the Participant shall not be made until the earliest permissible payment date (including, but not limited to, the Vesting Date) that would not subject the Participant to taxation under Section 409A of the Code.

5.             Adjustment in Capitalization.  In the event that the Committee shall determine that any stock dividend, stock split, share combination, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares, warrants or rights offering to purchase Stock at a price substantially below fair market value, or other similar corporate event affects the Stock such that an adjustment is required in order to preserve, or to prevent the enlargement of, the benefits or potential benefits intended to be made available under this Award, then the Committee shall, in its sole discretion, and in such manner as the Committee may deem equitable, adjust any or all of the number and kind of units (or other property) subject to this Award and/or, if deemed appropriate, make provision for a cash payment to the person holding this Award, provided, however, that the number of Restricted Stock Units subject to this Award shall always be a whole number.

6.             Settlement of Restricted Stock Units.  Subject to the provisions of Section 4 and this Section 6, the Corporation shall deliver to the Participant (or, if applicable, the Participant’s Designated Beneficiary or legal representative) that number of shares of Stock as is equal to the number of Restricted Stock Units covered by the Award that have become vested and nonforfeitable as soon as administratively practicable after the earlier of (i) the Vesting Date or (ii) a Qualifying Termination of Employment, but in no event later than 2 ½ months after the end of the calendar year in which the event described in clause (i) or (ii) occurred; provided, however, that if the Participant terminates employment by reason of Retirement, the distribution of shares of Stock in respect of the Participant’s Restricted Stock Units shall be delayed for six months from the date of the Participant’s Retirement if the Participant is a “specified

3




employee” (as that term is defined in Section 409A(a)(2)(B)(i) of the Code) if necessary to avoid the imposition of taxes to the Participant under Section 409A of the Code.  If the Participant is (or is reasonably expected to be) a “covered employee” within the meaning of Section 162(m) of the Code for the calendar year in which delivery of Stock would ordinarily be made to the Participant, the Corporation shall delay delivery of all of such shares of Stock to such Participant until the Participant’s termination of employment with the Corporation and all members of the controlled group of entities of which the Corporation is a member.  Such Stock shall be delivered to such Participant or (if the Participant has elected payment in a form other than a lump sum) commence to be delivered to such Participant as soon as administratively practicable after the date which is six months after the date of such termination of employment.  Subject to the immediately preceding two sentences, the Participant may by election filed with the Corporation under its Key Employee Deferred Compensation Plan (2005) (or any successor plan or program) (the “Deferred Compensation Plan”), and on a form acceptable to the Committee, not later than December 31 of the calendar year before the calendar year of the Grant Date and subject to such terms and conditions as the Committee may specify, elect to have shares of Stock deliverable in respect of vested and nonforfeitable Restricted Stock Units deferred until such later date(s) as shall be specified in such election.  Any deferral election made for such Restricted Stock Units after such December 31 shall be deemed void and without force and effect.

7.             Notice.  Any notice given hereunder to the Corporation shall be addressed to The Chubb Corporation, Attention:  Secretary, 15 Mountain View Road, P.O. Box 1615, Warren, New Jersey 07061-1615, and any notice given hereunder to the Participant shall be addressed to the Participant at the Participant’s address as shown on the records of the Corporation.

8.             Restrictive Covenants.  As a condition to the receipt of the Award made hereby, the Participant agrees to be bound by the terms and conditions hereof and of the Plan, including the following restrictive covenants:

(a)           Non-Disclosure.  The Participant shall not, without prior written authorization from the Corporation, disclose to anyone outside the Corporation, or use (other than in the Corporation’s or any of the Subsidiaries’ business), any confidential information or material relating to the business of the Corporation or any of the Subsidiaries that is acquired by the Participant either during or after employment with the Corporation or any of the Subsidiaries.

(b)           Non-Solicitation.  Unless the Participant has received prior  written authorization from the Corporation’s Chief Executive Officer, the Participant shall not during his or her employment or service with the Corporation or any of the Subsidiaries and for a period of one (1) year following any termination of such employment or service relationship (the “Restricted Period”):

(i)            Directly or indirectly, employ, solicit, persuade, encourage or induce any individual employed by the Corporation or any of the Subsidiaries

4




to become employed by or associated with any person or entity other than the Corporation or any of the Subsidiaries; or

(ii)           Directly or indirectly, solicit business on behalf of a Competitive Business from any Customer with whom the Participant has had, or employees reporting to the Participant have had, personal contact or dealings with on behalf of the Corporation or any of the Subsidiaries during the one (1) year period preceding the Restricted Period.

Customer” shall mean a person or entity to which the Corporation or any of the Subsidiaries is at the time providing services.

Competitive Business” shall mean any person or entity (including any joint venture, partnership, firm, corporation or limited liability company) that engages, directly or indirectly, in the property and casualty insurance business, including, but not limited to, commercial insurance, personal insurance, specialty insurance, surety, excess and surplus lines and/or reinsurance, and/or any other business which is a significant business of, the Corporation and the Subsidiaries as of the date of the Participant’s termination of employment or service with the Corporation or any of the Subsidiaries; provided however, that a business set forth above shall not be considered a “Competitive Business” in the event that, as of the date of the Participant’s termination of employment or service with the Corporation or any of the Subsidiaries, such business is no longer a business of the Corporation or any of the Subsidiaries.

(c)           Inventions.  A Participant shall disclose promptly and assign to the Corporation all right, title, and interest in any invention or idea, patentable or not, made or conceived by the Participant during employment by the Corporation or any of the Subsidiaries, relating in any manner to the actual or anticipated business, research or development work of the Corporation or any of the Subsidiaries and shall do anything reasonably necessary to enable the Corporation or any of the Subsidiaries to secure a patent, copyright or any other intellectual property rights where appropriate in the United States and in foreign countries.

(d)           Relief with Respect to Violations of Covenants.  Failure to comply with the provisions of this Section 8 at any point before the Restricted Stock Units covered by the Award are settled in accordance with Section 6 of this Agreement shall cause such Restricted Stock Units to be cancelled and rescinded without any payment therefor.  For the avoidance of doubt, following a failure to comply with this Section 8, all shares of Stock in respect of any portion of the Restricted Stock Units covered by the Award for which delivery has been deferred under the Deferred Compensation Plan in accordance with Section 2 hereof shall be forfeited, and accordingly the Participant shall have no further right to delivery or payment in respect of any such shares.  In the event that all or any portion of the Restricted Stock Units covered by this Award shall have been settled in accordance with the terms of this Agreement within twelve (12) months of the date on which any breach by the Participant of any of the provisions of this Section 8 shall have first occurred, the Committee may require that the Participant repay (with appreciation (if any), determined up to the date repayment is

5




made), and the Participant shall promptly repay, to the Corporation the Fair Market Value of any Stock conveyed to the Participant within such period in respect of such Restricted Stock Units.  Additionally, the Participant agrees that the Corporation shall be entitled to an injunction, restraining order or such other equitable relief restraining the Participant from committing any violation of the covenants or obligations contained in this Section 8.  These rescission rights and injunctive remedies are cumulative and are in addition to any other rights and remedies the Corporation may have at law or in equity.  The Participant acknowledges and agrees that the covenants and obligations in this Section 8 relate to special, unique and extraordinary matters and that a violation or threatened violation of any of the terms of such covenants or obligations will cause the Corporation and the Subsidiaries irreparable injury for which adequate remedies are not available at law.

(e)           Reformation.  The Participant agrees that the provisions of this Section 8 are necessary and reasonable to protect the Corporation in the conduct of its business.  If any restriction contained in this Section 8 shall be deemed to be invalid, illegal or unenforceable by reason of the extent, duration or geographical scope hereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby.

9.             Withholding.  At the Committee’s discretion, the Participant shall be required to either pay to the Corporation the amount of any taxes required by law to be withheld as may be necessary in the opinion of the Corporation to satisfy tax withholding required under the laws of any country, state, province, city or other jurisdiction with respect to Stock deliverable hereunder or, in lieu thereof, the Corporation shall have the right to retain (or the Participant may be offered the opportunity to elect to tender) the number of shares of Stock whose Fair Market Value equals such amount required to be withheld.

10.           Committee Discretion; Delegation.  Notwithstanding anything contained in this Agreement to the contrary, the Committee, in its sole discretion and in accordance with the terms of the Plan, may take any action that is authorized under the terms of the Plan that is not contrary to the express terms hereof, including accelerating the lapse of the Restriction Period with respect to all or any portion of the Restricted Stock Units covered by the Award, at such times (including, without limitation, upon or in connection with the Participant’s termination of employment) and upon such terms and conditions as the Committee shall determine.  Nothing in this Agreement shall limit or in any way restrict the power of the Committee, consistent with the terms of the Plan, to delegate any of the powers reserved to it hereunder to such person or persons as it shall designate from time to time.

11.           No Right to Continued Employment.  Neither the execution and delivery hereof nor the granting of the Award shall constitute or be evidence of any agreement or understanding, express or implied, on the part of the Corporation or any of the Subsidiaries to employ or continue the employment of the Participant for any period.

6




12.           Governing Law.  The Award and the legal relations between the parties shall be governed by and construed in accordance with the laws of the State of New Jersey (without reference to the principles of conflicts of law).

13.           Signature in Counterpart.  This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signature thereto and hereto were upon the same instrument.  This Agreement may be accepted by the Participant by means of an electronic acceptance.

14.           Binding Effect; Benefits. This Agreement shall be binding upon and inure to the benefit of the Corporation and the Participant and their respective successors and permitted assigns.  Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the Corporation or the Participant or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

15.           Amendment.  This Agreement may not be altered, modified or amended except by a written instrument signed by the Corporation and the Participant.  Notwithstanding the foregoing sentence, to the extent determined necessary or advisable by the Committee in its sole discretion, the Agreement  shall be interpreted to the extent possible to comply with the provisions of Section 409A of the Code (or, if applicable, to avoid application of such Code section).  Participant hereby consents to any amendments to Agreement that the Committee, in its sole discretion, determines are necessary or advisable to comply with the provisions of Section 409A of the Code (or, if applicable, to avoid application of such Code section).  Adjustments made pursuant to this Section 15 shall, to the extent determined necessary or advisable in the sole discretion of the Committee, be made in compliance with the requirements of Section 409A of the Code (or, if applicable, to avoid application of such Code section).  As soon as is administratively practicable following the date of any such amendments, the Corporation shall notify the Participant of any amendments to this Agreement made pursuant to this Section 15 in order to comply with Section 409A of the Code (or, if applicable, to avoid application of such Code section); provided, however, that failure to provide such notice shall not invalidate or otherwise impair the enforceability of such amendments.  For purposes of this Section 15, Section 409A of the Code refers to such Code section as well as to any successor or companion provisions thereto and any regulations promulgated thereunder.

16.           Sections and Other Headings.  The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

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IN WITNESS WHEREOF, the Corporation, by its duly authorized officer, and the Participant have executed this Agreement in duplicate as of the day and year first above written.

THE CHUBB CORPORATION

 

 

 

 

 

 

 

By:

 

 

 

Chairman, President & Chief Executive Officer

 

 

 

 

 

 

 

By:

 

 

 

Participant

 

8



EX-10.11 12 a07-7406_1ex10d11.htm EX-10.11

Exhibit 10.11

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 24, 2007, is by and between The Chubb Corporation (the “Corporation”) and                                  (the “Participant”), pursuant to The Chubb Corporation Long-Term Stock Incentive Plan 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”).

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 shall be paid by the Corporation as soon as administratively practicable after (but no later than 2½ months after the calendar 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, 2009 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.

3.     Vesting Criteria Applicable to Performance Shares.

(a)           Performance Cycle.  The Performance Cycle for this Award shall commence on January 1, 2007, and shall end on December 31, 2009.

(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 500 after the start of the Performance Cycle will not be a Comparison Company).

(c)           Comparison of Total Shareholder Return.  Except as provided in Section 4, the Performance Shares covered by the Award shall be deemed earned based on where the Corporation’s total shareholder return during the Performance Cycle ranks in relation to the total shareholder returns of the Comparison Companies during such period.  For purposes of calculating the total shareholder return of the Corporation and the Comparison Companies during the Performance Cycle, the value of each such company’s stock at the beginning and end of the Performance Cycle shall be established based on the average of the averages of the high and low trading prices of the applicable stock on the principal exchange on which the stock trades for the 15 trading days occurring immediately prior to the beginning or end of the Performance Cycle, as the case may be.  Such averages for each such company (including the Corporation) shall be referred to herein as the “Beginning Average Value” and the “Ending Average Value.”  As soon as practicable after the completion of the Performance Cycle, the total shareholder returns of the Comparison Companies will be calculated and ranked




from highest to lowest.  The Corporation’s total shareholder return will then be ranked in terms of which percentile it would have placed in among the Comparison Companies.  In calculating the total shareholder return with respect to either the Corporation or any of the Comparison Companies, the Committee shall make or shall cause to be made such appropriate adjustments to the calculation of total shareholder return for such entity (including, without limitation, adjusting the Beginning Average Value) as shall be necessary or appropriate to avoid an artificial increase or decrease in such return as a result of a stock split (including a reverse stock split), recapitalization or other similar event affecting the capital structure of such entity that does not involve the issuance of the entity’s securities in exchange for money, property or other consideration.

(d)           Percentage of Performance Shares Earned.  The extent to which Performance Shares shall become earned shall be determined according to the following schedule:

Relative
Performance
Level Percentile

 

Percent of
Performance 
Shares Earned

 

85th or higher

 

200%

 

50th

 

100%

 

25th

 

50%

 

Under 25th

 

0%

 

To the extent that the Corporation’s total shareholder return ranks in a percentile between the 25th and the 50th percentile, or between the 50th and the 85th percentile, of comparative performance, then the number of Performance Shares earned shall be determined by multiplying the relative percentile of comparative performance achieved by the Corporation by two (e.g., if the Corporation’s total shareholder return would have placed in the 40th percentile, then 80% of the Performance Shares covered by the Award become earned; if the Corporation’s total shareholder return would have placed in the 75th percentile, then 150% of the Performance Shares covered by the Award become earned).

(e)           Termination of Service on the Board of Directors.  The Participant’s cessation of services as a member of the Board of Directors for any reason shall have no effect on the rights and entitlements of the Participant to receive payment in respect of the Performance Shares; provided, however, that if the Participant’s service on the Board of Directors is terminated for cause, as determined by the Committee (or if the Committee determines that the Participant resigned from the Board of Directors in anticipation of being removed for cause), then the Participant shall forfeit any and all rights in respect of the Performance Shares covered by the Award and such Performance Shares shall be immediately forfeited and cancelled without further action by the Corporation or the Participant as of the date of such termination of service.




4.     Change in Control.  Notwithstanding anything in Section 2 or 3 to the contrary, in the event a Change in Control occurs, Performance Shares covered by the Award not previously forfeited pursuant to Section 3 shall be treated in accordance with Section 9 of the Plan.

5.     Adjustment in Capitalization.  In the event that the Committee shall determine that any stock dividend, stock split, share combination, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares, warrants or rights offering to purchase Stock at a price substantially below fair market value, or other similar corporate event affects the Stock such that an adjustment is required in order to preserve, or to prevent the enlargement of, the benefits or potential benefits intended to be made available under this Award, then the Committee shall, in its sole discretion, and in such manner as the Committee may deem equitable, adjust any or all of the number and kind of Performance Shares subject to this Award and/or, if deemed appropriate, make provision for a cash payment to the person holding this Award, provided, however, that, unless the Committee determines otherwise, the number of Performance Shares subject to this Award shall always be a whole number.

6.     Restrictions on Transfer.  Performance Shares may not be sold, assigned, hypothecated, pledged or otherwise transferred or encumbered in any manner except (i) by will or the laws of descent and distribution or (ii) to a Permitted Transferee (as defined in Section 11(a) of the Plan) with the permission of, and subject to such conditions as may be imposed by, the Committee.

7.     No Rights as a Shareholder.  Until shares of Stock are issued, if at all, in satisfaction of the Corporation’s obligations under this Award, in the time and manner specified in Section 2 or 4, the Participant shall have no rights as a shareholder.

8.     Notice.  Any notice given hereunder to the Corporation shall be addressed to The Chubb Corporation, Attention Secretary, 15 Mountain View Road, P.O. Box 1615, Warren, New Jersey 07061-1615, and any notice given hereunder to the Participant shall be addressed to the Participant at the Participant’s address as shown on the records of the Corporation.

9.     Governing Law.  The Award and the legal relations between the parties shall be governed by and construed in accordance with the laws of the State of New Jersey (without reference to the principles of conflicts of law).

10.   Signature in Counterpart.  This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signature thereto and hereto were upon the same instrument.

11.   Binding Effect; Benefits. This Agreement shall be binding upon and inure to the benefit of the Corporation and the Participant and their respective successors and




permitted assigns.  Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the Corporation or the Participant or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

12.   Amendment.  This Agreement may not be altered, modified, or amended except by a written instrument signed by the Corporation and the Participant.  Notwithstanding the foregoing sentence, to the extent determined necessary or advisable by the Committee in its sole discretion, the Agreement shall be interpreted to the extent possible to comply with the provisions of Section 409A of the Code (or, if applicable, to avoid application of such Code section).  Participant hereby consents to any amendments to this Agreement that the Committee, in its sole discretion, determines are necessary or advisable to comply with the provisions of Section 409A of the Code (or, if applicable, to avoid application of such Code section).  Adjustments made pursuant to this Section 12 shall, to the extent determined necessary or advisable in the sole discretion of the Committee, be made in compliance with the requirements of Section 409A of the Code (or, if applicable, to avoid application of such Code section).  As soon as is administratively practicable following the date of any such amendments, the Corporation shall notify the Participant of any amendments to this Agreement made pursuant to this Section 12 in order to comply with Section 409A of the Code (or, if applicable, to avoid application of such Code section); provided, however, that failure to provide such notice shall not invalidate or otherwise impair the enforceability of such amendments.  For purposes of this Section 12, Section 409A of the Code refers to such Code section as well as to any successor or companion provisions thereto and any regulations promulgated thereunder.

13.   Sections and Other Headings.  The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.




IN WITNESS WHEREOF, the Corporation, by its duly authorized officer, and the Participant have executed this Agreement in duplicate as of the day and year first above written.

THE CHUBB CORPORATION

 

 

 

By:

 

 

 

Secretary

 

 

 

 

By:

 

 

 

Participant

 



EX-10.12 13 a07-7406_1ex10d12.htm EX-10.12

Exhibit 10.12

THE CHUBB CORPORATION LONG-TERM STOCK
INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS (2004)

Performance Share Award Agreement

Amendment

No. 1

This Amendment No. 1 (this “Amendment”), is made and entered into as of                                   , 2007 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 Amendment conflicts with any provision of the Plan (as either may be interpreted from time to time by the Committee), the Plan shall control.

WHEREAS, the Corporation and the Participant are parties to that certain Performance Share Award Agreement, dated as of                              , 2006 (the “Agreement”);

WHEREAS, the Corporation and the Participant desire to amend the Agreement as set forth below;

NOW THEREFORE, the Participant and the Corporation agree as follows:

1.             Section 2(c) of the Agreement is hereby deleted in its entirety and all references thereto in the Agreement shall be disregarded.

2.             Section 17 of the Agreement is hereby amended and restated in its entirety to read as follows:

Amendment.  This Agreement may not be altered, modified or amended except by a written instrument signed by the Corporation and the Participant.  Notwithstanding the foregoing sentence, to the extent determined necessary or advisable by the Committee in its sole discretion, the Agreement shall be interpreted to the extent possible to comply with the provisions of Section 409A of the Code (or, if applicable, to avoid application of such Code section).  Participant hereby consents to any amendments to this Agreement that the Committee, in its sole discretion, determines are necessary or advisable to comply with the provisions of Section 409A of the Code (or, if applicable, to avoid application of such Code section).  Adjustments made pursuant to this Section 17 shall, to the extent determined necessary or advisable in the sole discretion of the Committee, be made in compliance with the requirements of Section 409A of the Code (or, if applicable, to avoid application of such Code section).  As soon as is administratively practicable following the date of any such amendments, the Corporation shall notify the Participant of any amendments to this Agreement made pursuant to this Section 17 in order to comply with Section 409A of the Code (or, if applicable, to avoid application of such Code section); provided, however, that failure to provide such notice shall not invalidate or otherwise impair the enforceability of such amendments.  For




purposes of this Section 17, Section 409A of the Code refers to such Code section as well as to any successor or companion provisions thereto and any regulations promulgated thereunder.”

3.             This Amendment shall not constitute a waiver, amendment or modification of any other provision of the Agreement not expressly referred to herein. Except as expressly amended or modified herein, the provisions of the Agreement are and shall remain in full force and effect.

4.             The Award and the legal relations between the parties shall be governed by and construed in accordance with the laws of the State of New Jersey (without reference to the principles of conflicts of law).

5.             This Amendment may be signed in counterparts, each of which shall be an original, with the same effect as if the signature thereto and hereto were upon the same instrument.  This Amendment may be executed by the Participant by means of manual signature, electronic signature or electronic acceptance.

6.             This Amendment shall be binding upon and inure to the benefit of the Corporation and the Participant and their respective successors and permitted assigns.  Nothing in this Amendment, express or implied, is intended or shall be construed to give any person other than the Corporation or the Participant or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

2




IN WITNESS WHEREOF, the Corporation, by its duly authorized officer, and the Participant have executed this Amendment as of the date set forth above.

THE CHUBB CORPORATION

 

By:

 

 

 

 

 

Secretary

 

By:

 

 

 

 

 

Participant

 

3



EX-10.13 14 a07-7406_1ex10d13.htm EX-10.13

Exhibit 10.13

THE CHUBB CORPORATION LONG-TERM STOCK
INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS (2004)

Performance Share Award Agreement
Amendment
No. 1

This Amendment No. 1 (this “Amendment”), is made and entered into as of                               , 2007 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 Amendment conflicts with any provision of the Plan (as either may be interpreted from time to time by the Committee), the Plan shall control.

WHEREAS, the Corporation and the Participant are parties to that certain Performance Share Award Agreement, dated as of                         , 2005 (the “Agreement”);

WHEREAS, the Corporation and the Participant desire to amend the Agreement as set forth below;

NOW THEREFORE, the Participant and the Corporation agree as follows:

1.             Section 2(c) of the Agreement is hereby deleted in its entirety and all references thereto in the Agreement shall be disregarded.

2.             Section 17 of the Agreement is hereby amended and restated in its entirety to read as follows:

Amendment.  This Agreement may not be altered, modified or amended except by a written instrument signed by the Corporation and the Participant.  Notwithstanding the foregoing sentence, to the extent determined necessary or advisable by the Committee in its sole discretion, the Agreement shall be interpreted to the extent possible to comply with the provisions of Section 409A of the Code (or, if applicable, to avoid application of such Code section).  Participant hereby consents to any amendments to this Agreement that the Committee, in its sole discretion, determines are necessary or advisable to comply with the provisions of Section 409A of the Code (or, if applicable, to avoid application of such Code section).  Adjustments made pursuant to this Section 17 shall, to the extent determined necessary or advisable in the sole discretion of the Committee, be made in compliance with the requirements of Section 409A of the Code (or, if applicable, to avoid application of such Code section).  As soon as is administratively practicable following the date of any such amendments, the Corporation shall notify the Participant of any amendments to this Agreement made pursuant to this Section 17 in order to comply with Section 409A of the Code (or, if applicable, to avoid application of such Code section); provided, however, that failure to provide such notice shall not invalidate or otherwise impair the enforceability of such amendments.  For




purposes of this Section 17, Section 409A of the Code refers to such Code section as well as to any successor or companion provisions thereto and any regulations promulgated thereunder.”

3.             This Amendment shall not constitute a waiver, amendment or modification of any other provision of the Agreement not expressly referred to herein. Except as expressly amended or modified herein, the provisions of the Agreement are and shall remain in full force and effect.

4.             The Award and the legal relations between the parties shall be governed by and construed in accordance with the laws of the State of New Jersey (without reference to the principles of conflicts of law).

5.             This Amendment may be signed in counterparts, each of which shall be an original, with the same effect as if the signature thereto and hereto were upon the same instrument.  This Amendment may be executed by the Participant by means of manual signature, electronic signature or electronic acceptance.

6.             This Amendment shall be binding upon and inure to the benefit of the Corporation and the Participant and their respective successors and permitted assigns.  Nothing in this Amendment, express or implied, is intended or shall be construed to give any person other than the Corporation or the Participant or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

2




IN WITNESS WHEREOF, the Corporation, by its duly authorized officer, and the Participant have executed this Amendment as of the date set forth above.

THE CHUBB CORPORATION

 

 

By:

 

 

 

 

 

 

 

 

Secretary

 

 

 

 

 

By:

 

 

 

 

 

 

 

 

Participant

 

 

3



EX-10.14 15 a07-7406_1ex10d14.htm EX-10.14

Exhibit 10.14

THE CHUBB CORPORATION
LONG-TERM STOCK INCENTIVE PLAN
FOR NON-EMPLOYEE DIRECTORS (2004)

STOCK UNIT AGREEMENT

STOCK UNIT AGREEMENT, dated as of April 24, 2007, 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 Stock Units; and

WHEREAS, the Participant and the Corporation desire to enter into this Agreement to evidence and confirm the grant of such Stock Units on the terms and conditions set forth herein.

NOW, THEREFORE, the Participant and Corporation agree as follows:

1.             Grant of Stock Units.  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                  Stock Units (the “Award”).

2.             Restrictions on Transfer.  Until settlement of the Stock Units in accordance with Section 5 or 7, the Stock Units may not be sold, assigned, hypothecated, pledged or otherwise transferred or encumbered in any manner except (i) by will or the laws of descent and distribution or (ii) to a Permitted Transferee (as defined in Section 11(a) of the Plan) with the permission of, and subject to such conditions as may be imposed by, the Committee.

3.             No Rights as a Shareholder.  Until shares of Stock are issued, if at all, in satisfaction of the Corporation’s obligations under this Award, in the time and manner provided for in Section 5 or 7, the Participant shall have no rights as a shareholder.




4.             Dividend Equivalents.  Without limiting the generality of the foregoing, until settlement of the Stock Units in accordance with Section 5 or 7, as soon as practicable after dividends are paid on the Stock, the Participant shall be paid an amount in cash equal to the amount of dividends paid on that number of shares of the Stock as is equal to the number of the Participant’s Stock Units.

5.             Settlement of Stock Units.  Subject to the provisions of Section 7, the Corporation shall deliver to the Participant that number of shares of Stock as is equal to the number of Stock Units covered by the Award as soon as practicable after the third anniversary of the Grant Date, but no later than the last day of the taxable year in which such third anniversary falls.  Notwithstanding the immediately preceding sentence, but subject to such terms and conditions as the Committee may specify, if the Participant shall have filed an election with the Corporation (and on a form acceptable to the Committee) not later than the December 31 preceding the Grant Date, the shares of Stock deliverable in respect of Stock Units shall be issued at such later time as shall be specified in such election.

6.             Adjustment in Capitalization.  In the event that the Committee shall determine that any stock dividend, stock split, share combination, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares, warrants or rights offering to purchase Stock at a price substantially below fair market value, or other similar corporate event affects the Stock such that an adjustment is required in order to preserve, or to prevent the enlargement of, the benefits or potential benefits intended to be made available under this Award, then the Committee shall, in such manner as the Committee may deem equitable (in its sole discretion), adjust any or all of the number and kind of units (or other property) subject to this Award and/or, if deemed appropriate, make provision for a cash payment to the person holding this Award, provided, however, that, unless the Committee determines otherwise, the number of Stock Units subject to this Award shall always be a whole number.

7.             Termination of Service as a Member of the Board.  Except as otherwise expressly provided below, if the Participant’s service as a member of the Board of Directors terminates for any reason, then the Corporation shall deliver to the Participant (or, if applicable, the Participant’s Designated Beneficiary or legal representative) that number of shares of Stock as is equal to the number of Stock Units covered by the Award.  Such delivery shall occur as soon as practicable after the Participant’s service on the Board of Directors terminates (but no later than the last day of the taxable year in which the Participant’s service terminates, or 30 days thereafter, if later), or if later, on the date specified in a deferral election form filed in accordance with Section 5.  Notwithstanding anything in this Agreement to the contrary, if the Participant’s service




on the Board of Directors is terminated for cause, as determined by the Committee (or if the Committee determines that the Participant resigned from the Board of Directors in anticipation of being removed for cause), then the Participant shall forfeit any and all rights in respect of the Stock Units covered by the Award and such Stock Units shall be immediately forfeited and cancelled without further action by the Corporation or the Participant as of the date of such termination of service.

8.             Notice.  Any notice given hereunder to the Corporation shall be addressed to The Chubb Corporation, Attention Secretary, 15 Mountain View Road, P.O. Box 1615, Warren, New Jersey 07061-1615, and any notice given hereunder to the Participant shall be addressed to the participant at the Participant’s address as shown on the records of the Corporation.

9.             Governing Law.  The Award and the legal relations between the parties shall be governed by and construed in accordance with the laws of the State of New Jersey (without reference to the principles of conflicts of law).

10.           Signature in Counterpart.  This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signature thereto and hereto were upon the same instrument.

11.           Binding Effect; Benefits. This Agreement shall be binding upon and inure to the benefit of the Corporation and the Participant and their respective successors and permitted assigns.  Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the Corporation or the Participant or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

12.           Amendment.  This Agreement may not be altered, modified, or amended except by a written instrument signed by the Corporation and the Participant.  Notwithstanding the foregoing sentence, to the extent determined necessary or advisable by the Committee in its sole discretion, the Agreement shall be interpreted to the extent possible to comply with the provisions of Section 409A of the Code (or, if applicable, to avoid application of such Code section).  Participant hereby consents to any amendments to this Agreement that the Committee, in its sole discretion, determines are necessary or advisable to comply with the provisions of Section 409A of the Code (or, if applicable, to avoid application of such Code section).  Adjustments made pursuant to this Section 12 shall, to the extent determined necessary or advisable in the sole discretion of the Committee, be made in compliance with the requirements of Section 409A of the Code




(or, if applicable, to avoid application of such Code section).  As soon as is administratively practicable following the date of any such amendments, the Corporation shall notify the Participant of any amendments to this Agreement made pursuant to this Section 12 in order to comply with Section 409A of the Code (or, if applicable, to avoid application of such Code section); provided, however, that failure to provide such notice shall not invalidate or otherwise impair the enforceability of such amendments.  For purposes of this Section 12, Section 409A of the Code refers to such Code section as well as to any successor or companion provisions thereto and any regulations promulgated thereunder.

13.           Sections and Other Headings.  The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.




IN WITNESS WHEREOF, the Corporation by its duly authorized officer, and the Participant have executed this Agreement in duplicate as of the day and year first above written.

THE CHUBB CORPORATION

 

 

 

 

 

 

By:

 

 

 

Secretary

 

 

 

 

 

 

 

 

 

 

By:

 

 

 

Participant

 



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