Form of Long-Term Incentive Plan



 Exhibit 10.21 
 FORM OF STANCORP FINANCIAL GROUP, INC. 
 LONG-TERM
INCENTIVE AWARD AGREEMENT 
 (            
Performance Period) 
 This Long-Term Incentive Award Agreement (this “Agreement”) is made effective as of
             between StanCorp Financial Group, Inc., an Oregon corporation (the “Company”) and
             (the “Employee”). 
 On
            , the Organization and Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”) gave final approval for a
performance-based award to the Employee pursuant to Section 8 of the Company’s 2002 Stock Incentive Plan (the “Plan”). Compensation paid pursuant to the award is intended to qualify as performance-based compensation under
Section 162(m) of the Internal Revenue Code of 1986 (the “Code”). Employee desires to accept the award subject to the terms and conditions of this Agreement. 
 In consideration of the agreements set forth below, the Company and the Employee agree as follows: 
 1. Award. Subject to the terms and conditions of this Agreement, the Company shall issue to the Employee the number of shares of
common stock (“Common Stock”) of the Company (“Performance Shares”) determined under this Agreement based on (a) the Company’s performance during the three-year period from
             to              (the “Performance Period”) as described in Section 2, and
(b) Employee’s continued employment until the vesting date as described in Section 3. Recipient’s “Maximum Share Amount” for purposes of this Agreement is
             shares. 
 2. Performance Conditions.

 2.1 Subject to Section 3 and Section 4, the number of Performance Shares to be issued to the Employee shall be
determined by multiplying the Maximum Share Amount by the Payout Factor determined under the following formula: 
 Payout Factor
= (25% * TSR PF) + (25% * ROE PF) + (50% * Premium Growth PF) 
 where the “TSR PF,” the “ROE PF” and the “Premium
Growth PF” are determined under the following table based on the Company’s Comparative TSR, Average ROE and Comparative Premium Growth, respectively (each as defined below), for the Performance Period. 
  

																	
	 Comparative TSR
	 	 	TSR PF	 	 	Average ROE	 	 	ROE PF	 	 	Comparative
Premium Growth	 	 	Premium
Growth PF	 
	            or less	  	 	0	% 	 	            % or less	  	 	0	% 	 	            % or less	  	 	0	% 
	            	% 	 	70	% 	 	            	% 	 	70	% 	 	            	% 	 	70	% 
	            % or more	  	 	100	% 	 	            % or more	  	 	100	% 	 	            % or more	  	 	100	% 








 If the Comparative TSR for the Performance Period is between any two data points set forth in the first
column of the above table, the TSR PF shall be determined by interpolation between the corresponding data points in the second column of the table. If the Average ROE for the Performance Period is between any two data points set forth in the third
column of the above table, the ROE PF shall be determined by interpolation between the corresponding data points in the fourth column of the table. If the Comparative Premium Growth for the Performance Period is between any two data points set forth
in the fifth column of the above table, the Premium Growth PF shall be determined by interpolation between the corresponding data points in the sixth column of the table. 
 2.2 The Company’s “Comparative TSR” for the Performance Period shall be equal to the Company TSR minus the S&P 500 TSR. The “Company TSR” shall be calculated by
(a) assuming that $100 is invested in the Common Stock at a price equal to the closing market price of the stock on the last trading day of             , (b) assuming that
for each dividend paid on the Common Stock during the Performance Period, the amount equal to the dividend paid on the assumed number of shares held is reinvested in additional shares at a price equal to the closing market price of the stock on the
ex-dividend date for the dividend, and (c) determining the final dollar value of the total assumed number of shares based on the closing market price of the Common Stock on the last trading day of
            . The “Company TSR” shall then equal the amount determined by subtracting $100 from the foregoing final dollar value, dividing the result by 100 and expressing
the resulting fraction as a percentage. The “S&P 500 TSR” shall be calculated by dividing the reported closing value of the S&P 500 Total Return Index on the last trading day of
             by the reported closing value of the S&P 500 Total Return Index on the last trading day of
            , subtracting one from the result and then expressing the resulting fraction as a percentage. 
 2.3 The Company’s “Average ROE” for the Performance Period shall be equal to the average of the Adjusted ROE determined for
each of the three years of the Performance Period. “Adjusted ROE” for any year shall mean the Company’s net income return on average equity (excluding after-tax net capital gains (losses) and accumulated other comprehensive income
(loss)) as publicly reported by the Company and calculated as follows. Adjusted ROE for any year shall be calculated by dividing the Company’s Adjusted Net Income for the year by the Company’s Average Equity for the year. “Adjusted
Net Income” for any year shall mean the amount calculated by subtracting the Company’s After-Tax Net Capital Gains (Losses) for the year from the Company’s net income for the year. “After-Tax Net Capital Gains (Losses)” for
any year shall mean the amount calculated by subtracting from the Company’s net capital gains (losses) for the year (a) the total federal and state income taxes payable by the Company and its subsidiaries with respect to any such net
capital gains and (b) the total reduction (expressed as a negative number) in federal and state income taxes payable by the Company and its subsidiaries attributable to any such net capital losses. For this purpose, the Company’s net
income and net capital gains (losses) for any year shall be those amounts as set forth in the audited consolidated financial statements of the Company and its subsidiaries for the year. “Average Equity” for any year shall mean the average
of the Company’s Adjusted Equity as of the last day of the year and the Company’s Adjusted Equity as of the last day of the prior year. “Adjusted Equity” as of any date shall be calculated by subtracting the Company’s
accumulated other comprehensive income (loss) from the Company’s total shareholders’ equity, in each case as set forth on the audited consolidated balance sheet of the Company and its subsidiaries as of the applicable date. 
  

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 2.4 The Company’s “Comparative Premium Growth” for the Performance Period
shall be equal to the Company Premium Growth minus the Peer Group Premium Growth. “Company Premium Growth” shall be calculated by dividing the total              premium
revenues for the Company’s group life and AD&D, group long term disability and group short term disability product lines by the total              premium revenues for the
same product lines (in each case as set forth in the notes to audited consolidated financial statements of the Company and its subsidiaries for the applicable year), subtracting one from the result and then expressing the resulting fraction as a
percentage. “Peer Group Premium Growth” shall be calculated by determining for each of the companies listed in the following table (the “Peer Group Companies”) the amount of
             revenues for the segment or product line(s) listed in the table and adding those amounts together, and then dividing that total by the total
             revenues for the same segments or product line(s) of the Peer Group Companies, subtracting one from the result and then expressing the resulting fraction as a
percentage. All revenue information for each Peer Group Company shall be obtained from the financial or statistical supplement published by the company for the last quarter of the applicable year. 
  

			
	 Peer Group Company
	  	 Comparative Premium Revenue Line Item(s)

		
	Aetna Inc.	  	Premiums of Group Insurance Segment
		
	Assurant, Inc.	  	Employee Benefits Segment - Net earned premiums and other considerations of the Group disability single premiums for closed blocks, All other group disability premiums, and Group
life product lines
		
	CIGNA Corporation	  	Disability and Life Segment – Premiums and fees of the Life and Disability product lines
		
	Delphi Financial Group, Inc.	  	Group Employee Benefit Products Segment – Premiums of the Disability and Life product lines
		
	The Hartford Financial Services Group, Inc.	  	Group Benefits Segment – Premiums of the Group Disability and Group Life product lines
		
	Lincoln National Corporation	  	Group Protection Segment – Insurance Premiums of the Life and Disability product lines
		
	MetLife, Inc.	  	Insurance Products Segment – Premiums of the Group Life product line
		
	Principal Financial Group, Inc.	  	Life and Health Insurance Segment – Specialty Benefits Insurance subsegment – Premiums and Fees of the Group life and Group disability product lines
		
	Prudential Financial, Inc.	  	Premiums and Policy charges and fee income of Group Insurance Segment
		
	Unum Group	  	Unum US Segment – Premiums of the Group Disability, Group Life and AD&D product lines

  

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 If prior to the end of the Performance Period, any Peer Group Company ceases to be a public reporting
company for any reason, or if it ceases to report premium revenues for the segment or product lines listed in the above table, then such company shall not be considered a Peer Group Company and Peer Group Premium Growth shall be calculated based on
the remaining Peer Group Companies; provided, however, that if a Peer Group Company, or a Peer Group Company’s segment or product line(s) listed in the above table, is acquired by another Peer Group Company during the Performance Period, then
such Peer Group Company shall continue to be considered a Peer Group Company for purposes of calculating the total              revenues of the applicable segments or product line(s)
of the Peer Group Companies. In addition, if prior to the end of the Performance Period, any Peer Group Company acquires (including an acquisition by reinsurance) any of the companies listed in the following table, or the group life and disability
product lines of any of those companies, then such company shall not be considered a Peer Group Company and Peer Group Premium Growth shall be calculated based on the remaining Peer Group Companies. 
  

					
	 Guardian Life of America
	 	Mutual of Omaha	 	Liberty Mutual
	 ING Employee Benefits
	 	AIG Benefit Solutions	 	New York Life
	 Minnesota Life
	 	WellPoint Life & Disability	 	Fort Dearborn Life
	 United Healthcare Specialty Benefits
	 	OneAmerica (AUL)	 	Liberty Life of Boston

 2.5 If the Company
implements a change in accounting principle during the Performance Period, either as a result of the issuance of new accounting standards or otherwise, and the effect of the accounting change was not reflected in the Company’s business plan at
the time of approval of this award, then Average ROE shall be adjusted to eliminate the impact of the change in accounting principle. 
 3. Employment Condition. 
 3.1 In order to receive the full number of Performance Shares determined under
Section 2, the Employee must not have a Termination of Employment (as defined below) prior to the last day of the Performance Period (the “Vesting Date”). 
 3.2 If the Employee has a Termination of Employment prior to the Vesting Date as a result of Total Disability, Death or Retirement as such terms are defined in Sections 6.1-4(b), 6.1-4(c) and 6.1-4(f),
respectively, of the Plan, the Employee or beneficiary shall be entitled to receive an award payout following the completion of the Performance Period as determined under this Agreement based on a reduced Maximum Share Amount. The Maximum Share
Amount following Total Disability, Death or Retirement of the Employee shall be determined by multiplying the Maximum Share Amount before such event by a fraction, the numerator of which is the number of days in the period starting on the first day
of the Performance Period and ending on the date of the Employee’s Termination of Employment and the denominator of which is the number of days in the Performance Period. 
 3.3 If the Employee has a Termination of Employment prior to the Vesting Date, other than by reason of Total Disability, Death or
Retirement, the Employee shall forfeit all rights to receive any Performance Shares. 
  

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 3.4 A “Termination of Employment” shall be deemed to occur on the date on which
the Employee ceases to be employed on a continuous full time basis by the Company or a subsidiary of the Company for any reason or no reason, with or without cause. The Employee shall not be treated as having a Termination of Employment during the
time the Employee is receiving long term disability benefits provided by the Company or a subsidiary of the Company, unless the Employee has received formal written notice of termination. 
 4. Certification and Payment. As soon as practicable following the release of earnings by the Company and the Peer Group Companies
for the last year of the Performance Period, the Company shall calculate the Payout Factor and the corresponding number of Performance Shares issuable to the Employee based on the Payout Factor, and shall submit these calculations to the Committee.
Notwithstanding anything to the contrary in this Agreement, the Committee may, in its sole discretion, reduce by up to 50% the calculated numbers of Performance Shares to be issued based on circumstances relating to the performance of the Company or
the Employee. No later than the March 15 immediately following the Vesting Date the Committee shall certify in writing (which may consist of approved minutes of a Committee meeting) the levels of Comparative TSR, Average ROE and Comparative
Premium Growth attained by the Company for the Performance Period, and the number of Performance Shares issuable to the Employee based on those performance levels. Subject to applicable tax withholding, the number of Performance Shares so certified
shall be issued to the Employee as soon as practicable following such certification, but no Performance Shares shall be issued prior to certification. No fractional shares shall be issued and the number of Performance Shares deliverable shall be
rounded to the nearest whole share. 
 5. Tax Withholding. The Employee acknowledges that, on the date the Performance
Shares are issued to the Employee (the “Payment Date”), the Value (as defined below) on that date of the Performance Shares will be treated as ordinary compensation income for federal and state income and FICA tax purposes, and that the
Company will be required to withhold taxes on these income amounts. To satisfy the required minimum withholding amount, the Company shall withhold the number of Performance Shares having a Value equal to the minimum withholding amount. For purposes
of this Section 5, the “Value” of a Performance Share shall be equal to the closing market price for Common Stock on the last trading day preceding the Payment Date. 
 6. Change of Control. 
 6.1 Notwithstanding any other provision of this Agreement, if a Change of Control (as defined below) occurs before the Vesting Date and the Employee has not previously forfeited the Employee’s
Performance Shares under Section 3, the Company shall, within 5 business days thereafter and subject to applicable tax withholding as provided for in Section 5, issue to the Employee a number of Performance Shares determined by multiplying
70% of the Maximum Share Amount by a fraction, the numerator of which is the number of days in the period starting on the first day of the Performance Period and ending on the date of the Change in Control and the denominator of which is the number
of days in the Performance Period; provided, however, that if the Employee had a Termination of Employment due to Total

  

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Disability, Death or Retirement prior to the date of the Change in Control, the number of Performance Shares to be issued shall be equal to 70% of the Maximum Share Amount (as previously adjusted
under Section 3.2). Amounts delivered or paid under this Section 6 shall be in satisfaction of any and all obligations of the Company to issue Performance Shares under this Agreement. 
 6.2 For purposes of this Agreement, a Change of Control shall have occurred if: 
 (a) Any “Person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any company owned, directly or indirectly, by the shareholders of the Company in substantially the
same proportions as their ownership of stock of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the
combined voting power of the Company’s then outstanding securities; 
 (b) The shareholders of the Company approve a
merger or other consolidation of the Company with any other company, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the surviving entity) 51% or more of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or
consolidation or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person acquires more than 30% of the combined voting power of the Company’s then outstanding
securities; 
 (c) The shareholders of the Company approve an agreement for the sale or disposition by the Company of all or
substantially all of its assets; 
 (d) A tender or exchange offer is made for Common Stock (or securities convertible into
Common Stock) and such offer results in a portion of those securities being purchased and the offeror after the consummation of the offer is the beneficial owner (as determined pursuant to Section 13(d) of the Exchange Act), directly or
indirectly, of securities representing at least 30% of the voting power of outstanding securities of the Company; 
 (e) During
any period of twelve months or less, individuals who at the beginning of such period constituted a majority of the Board cease for any reason to constitute a majority of the Board unless the nomination or election of such new directors was approved
by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period; or 
 (f) Any other event or combination of events occurs which the Board, acting in its sole discretion, determines to be a “Change of Control” for purposes of this Agreement. 
  

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 7. Mergers, Consolidations or Changes in Capital Structure. If, after the date of
this Agreement, the outstanding Common Stock is increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of any reorganization, merger,
consolidation, plan of exchange, recapitalization, reclassification, stock split, combination of shares or dividend payable in shares, or in the event of any consolidation, merger or plan of exchange involving the Company pursuant to which the
Common Stock is converted into cash, securities or other consideration, then appropriate adjustment shall be made by the Committee in the number and kind of shares subject to this Agreement so that the Employee’s proportionate interest before
and after the occurrence of the event is maintained. 
 8. No Right to Employment. Nothing in this Agreement or the Plan
shall (i) confer upon the Employee any right to be continued in the employment of the Employee’s employer or interfere in any way with the right of such employer to terminate the Employee’s employment at any time, for any reason or no
reason, with or without cause, or to decrease the Employee’s compensation or benefits, or (ii) confer upon the Employee any right to the continuation, extension, renewal, or modification of any compensation, contract or arrangement with or
by the Company or any subsidiary of the Company. 
 9. Approval. The obligations of the Company under this Agreement and
the Plan are subject to the approval of state, federal or foreign authorities or agencies with jurisdiction in the matter. The Company will use its reasonable best efforts to take steps required by state, federal or foreign law or applicable
regulations, including rules and regulations of the Securities and Exchange Commission and any stock exchange on which the Company’s shares may then be listed, in connection with the grant evidenced by this Agreement. The foregoing
notwithstanding, the Company shall not be obligated to deliver the Performance Shares if such delivery would violate or result in a violation of applicable state or federal securities laws. 
 10. Miscellaneous. 
 10.1 Governing Law. This Agreement shall be governed by and construed under the laws of the State of Oregon, without regard to the choice of law principles applied in the courts of such state. 
 10.2 Severability. If any provision or provisions of this Agreement are found to be unenforceable, the remaining provisions shall
nevertheless be enforceable and shall be construed as if the unenforceable provisions were deleted. 
 10.3 Entire
Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements between the Company and the Employee relating to the
subject matter hereof. 
 10.4 Amendment. This Agreement may be amended or modified only by written consent of the
Company and the Employee. 
  

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 10.5 Assignment. The Employee may not assign this Agreement or any rights hereunder
to any other party or parties without the prior written consent of the Company. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. 
 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. 
  

			
	 STANCORP FINANCIAL GROUP, INC.

		
	 By:
	 	  

	
	 EMPLOYEE

	
	  



  

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