Exhibit 10.1


XL Group plc Reinsurance Supplemental Long
Term Cash Incentive Compensation Plan 


	
  

 	
  

 
	
 Section 1.

 	
 Purposes of the Plan

 



                    The
purpose of the Reinsurance Supplemental Long Term Cash Incentive Compensation
Plan (the “Plan”) is to advance the interests of XL Group plc and its
shareholders by creating a long-term incentive compensation vehicle covering
certain employees in the reinsurance business of XL Group plc and the
Subsidiaries (the “Reinsurance Segment”).
The Plan is designed to motivate exceptional profitable revenue growth
and retain key talent through the four-year Performance Period (defined below),
while maintaining controls designed to ensure such growth is prudent and to
mitigate any risks from Plan operation that could have a material adverse
affect on the Company. The Plan is
designed to pay out in cash over three years beginning after the end of the
Performance Period. There are no
additional deferral provisions with respect to any amounts potentially payable
under the Plan.


	
  

 	
  

 
	
 Section 2.

 	
 Definitions

 



                    “Award
Amount” means the amount of a Participant’s award under the Plan, determined in
accordance with Section 5 below and subject to the other Plan terms set forth
herein.


                    “Board”
means the Board of Directors of the Company.


                    “Cause”
means (i) Participant’s conviction of a felony involving moral turpitude,
dishonesty or laws to which the Company or the Subsidiaries are subject in
connection with the conduct of its or their business; (ii) Participant’s
willful misconduct that is materially injurious to the financial condition of
the Company or a Subsidiary; (iii) the Participant’s willful refusal to obey
any lawful policy or requirement duly adopted by the Company or a Subsidiary;
(iv) Participant’s willful violation of the policies or code of conduct of the
Company or a Subsidiary; (v) Participant’s willful violation of the
underwriting guidelines applicable to the Participant or the underwriting
authority of the Participant; or (vi) as defined in an employment agreement
between the Participant, the Company and/or Subsidiary.


                    “Change
in Control” means any person, meaning an individual, a partnership, or other
group or association as defined in Sections 13(d) and 14(d) of the United
States Securities Exchange Act of 1934 (other than a group of which the Company
is a member or which has been organized by the Company for the purpose of
making such acquisition), acquires, directly or indirectly, 40 percent or more
of the combined voting power of the outstanding securities of the Company
having a right to vote in the election of directors, including but not limited
to a transaction pursuant to (i) a compromise or arrangement sanctioned by the
Court under section 201 of the Companies Act 1963 of the Republic of Ireland or
(ii) section 204 of the Companies Act 1963 of the Republic of Ireland. Ownership of 40 percent or more of the
combined voting power of the outstanding securities of the Company by any
person controlled directly or indirectly by the Company shall not be deemed a
Change of Control of the Company; provided, however, that, as applied to
any Award Amount that


1





constitutes
deferred compensation for purposes of Section 409A of the Code, a transaction
will constitute a Change in Control only if it also qualifies as a “change in
control event” (as defined in Treas. Reg. Section 1.409A-3(i)(5)).


                    “Code”
means the United States Internal Revenue Code of 1986, as amended.


                    “Combined
Ratio” means the combined ratio (“CR”) for the Performance Period, determined
as of the end of the Performance Period and based on a weighted average of the
CRs for each accident year (“AY”) in the Performance Period. Weightings shall be based on the AY net
earned premiums for the Reinsurance Segment, as reported on the Company’s
financial statements. Each AY CR shall
be determined as follows: A calendar year (“CY”) CR shall be calculated
annually following the close of each CY.
The CY CR shall be adjusted to an AY basis by removing any prior year
reserve development (“PYD”) from the CY CR to arrive at a CR for the most
recent AY. The PYD, if any, removed
from the most recent CY CR will be added to the appropriate prior AYs such that
the resulting restated AY CRs reflect the cumulative PYD from all prior
CYs.   AY CRs will be restated annually to reflect the PYD
experienced in subsequent CYs. 


                    “Committee”
means the Management Development and Compensation Committee of the Board, or
any successor Committee approved by the Board.


                    
“Company” means XL Group plc and any successor company.


                    “Company
CAGR” means the compound annual growth rate of net written premium for the
Reinsurance Segment, as reported on the Company’s financial statements, as
measured from the beginning of the Performance Period (using December 31, 2011
data) to the end of the Performance Period.


                    “Disability”
means permanent and total disability as determined under the Subsidiary
long-term disability plan covering the Participant.


                    “Effective
Date” means January 1, 2012. 


                    “First
Payment” shall be as defined in Section 5.D.


                    “Head
of Reinsurance” means the Company’s Executive Vice President, Chief Executive
of Reinsurance Operations on the Effective Date.


                    “Participant”
shall be as defined in Section 3.


                    “Peer
Group” means Munich Re, Swiss Re, Everest Re, Partner Re, Hannover Re and
Alleghany Corporation; provided however, that (i) Alleghany Corporation
shall be included in the Peer Group only if net written premium is publicly
reported solely for the reinsurance segment formerly operated by Transatlantic
Re for periods beginning January 1, 2012 and continuing during the Performance
Period, and (ii) if any such company is acquired, becomes subject to a
proceeding under applicable bankruptcy laws (or a similar proceeding) or
otherwise ceases to exist as a separate public company during a year included
in the Performance Period, such company will continue to be included in the
Peer Group with modifications to the calculation as described in the definition
of “Peer Group CAGR” below.


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                    “Peer
Group CAGR” means the compound annual growth rate in annual net written premium
(or if a Peer Group company does not publicly report net written premium, then
such company’s annual net earned premium shall instead be used) for the
reinsurance operations of the companies in the Peer Group, as reported on such
companies’ financial statements, as measured from the beginning of the
Performance Period (January 1, 2012) to the end of the Performance Period
(December 31, 2015). Peer Group CAGR
shall be calculated using reported premium for the Peer Group companies on a
consolidated basis (i.e., based on the sum of the Peer Group companies’ net
written premiums, or net earned premiums in cases where net earned premiums are
not available); provided that if a company ceases to be a member of the
Peer Group during the Performance Period, such company’s CAGR for the
Performance Period will be calculated separately based on the trailing
twelve-month premium data as of the last publicly reported period. Peer Group CAGR will then be the weighted
average of the remaining consolidated Peer Group’s compound annual growth rate
for the entire Performance Period, and the truncated compound annual growth
rate for the company that left the Peer Group.
Weighting will be based on net written (or net earned) premium as of
January 1, 2012. 


                    
“Performance Period” means the period beginning on January 1, 2012 and ending
on December 31, 2015.


                    “Plan”
shall be as defined in Section 1.


                    “Pool”
means the total amount payable under the Plan which shall be based on payout
amounts associated with results for Relative CAGR and Combined Ratio, as
provided in Appendix A hereto.


                    “Pool
Percentage” means a Participant’s percentage of the Pool, as determined by the
Committee; provided that the Head of Reinsurance shall have a Pool
Percentage of 35%.


                    “Reinsurance
Segment” shall be as defined in Section 1.


                    “Relative
CAGR” means Company CAGR compared to Peer Group CAGR as shown by the
relationship: (1.0 + Company CAGR)/(1.0 + Peer Group CAGR).


                    “Second
Payment” shall be as defined in Section 5.D.


                    “Subsidiary”
means any corporation at least fifty percent (50%) percent of the outstanding
voting stock of which is owned by the Company. 


                    “Third
Payment” shall be as defined in Section 5.D.


	
  

 	
  

 
	
 Section 3.

 	
 Eligibility

 



                    The
Head of Reinsurance of the Company and other employees of the Company’s
Reinsurance division selected by the Committee are eligible to participate in
the Plan. Each of the Head of
Reinsurance and the eligible employees selected by the Committee (including any
additional employees selected by the Committee) shall become a
Participant. The Committee shall have
the authority to remove a current Participant, or to replace a current
Participant with a new Participant. 


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 Section 4.

 	
 Administration

 



                    A.
Committee. The Plan shall be administered
by the Committee. The Committee shall
have full discretionary power, consistent with the Management Development and
Compensation Committee Charter, to:


	
  

 	
  

 	
  

 
	
 (i)

 	
  

 	
 interpret
 and make all determinations under the Plan;

 
	
  

 	
  

 	
  

 
	
 (ii)

 	
  

 	
 determine,
 consistent with Section 3 above, those employees of the Company and the
 Subsidiaries who are eligible to participate in the Plan;

 
	
  

 	
  

 	
  

 
	
 (iii)

 	
  

 	
 approve the
 determination of the amount of the Pool, including determinations of, or
 relating to, Combined Ratio and Relative CAGR and any adjustments thereto;

 
	
  

 	
  

 	
  

 
	
 (iv)

 	
  

 	
 establish,
 consistent with the terms of the Plan, each Participant’s Pool Percentage and
 corresponding Award Amounts; and

 
	
  

 	
  

 	
  

 
	
 (v)

 	
  

 	
 adopt such
 rules, regulations, and guidelines for administering the Plan as the
 Committee may deem necessary or proper.

 



                    B.
Operational Review. The
Company’s Chief Enterprise Risk Officer, Chief Financial Officer, and Chief
Actuary will review the business writings as often as necessary but no less
frequently than annually to ensure that the Plan is operating in a manner
consistent with the long-term health of the Reinsurance Segment and the overall
Company. They shall consider any
factors that are, in their judgment, relevant, including but not limited to:


	
  

 	
  

 	
  

 
	
 (i)

 	
  

 	
 a material
 change in the current portfolio composition;

 
	
  

 	
  

 	
  

 
	
 (ii)

 	
  

 	
 significant
 changes in the Company’s current underwriting philosophy that are not in line
 with expectations;

 
	
  

 	
  

 	
  

 
	
 (iii)

 	
  

 	
 an increase
 in business combined with declining rate adequacy levels; and

 
	
  

 	
  

 	
  

 
	
 (iv)

 	
  

 	
 indications
 that business decisions by Participants are being made primarily to influence
 Award Amounts without proper consideration of other factors (e.g., the
 long-term health of the Reinsurance Segment and the Company).

 



The
Company’s Chief Enterprise Risk Officer, Chief Financial Officer, and Chief
Actuary shall report their findings to the Committee on a current basis, but no
less frequently than annually, during the Performance Period.


                    C.
Adjustments. The Committee shall
have full discretion to adjust the Pool amount or any individual Award Amount
as determined pursuant to Appendix A, including, but not limited to, as a
response to the following situations:


	
  

 	
  

 	
  

 
	
 (i)

 	
  

 	
 Based on a
 report from the Chief Enterprise Risk Officer, Chief Financial Officer, and
 Chief Actuary as described in Section 4.B. above, the Committee determines
 that business was written that is not consistent with the long-term health of
 the 

 


-4-









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Reinsurance
 Segment and/or the overall Company, in which case the Committee may decide to
 exclude such business from the calculations of Company CAGR and CR under the
 Plan.

 
	
  

 	
  

 	
  

 
	
 (ii)

 	
  

 	
 In the event
 of a catastrophic event (or a series of such events) above the normal budgeted
 catastrophe load, based on the quality of the Company’s underwriting results
 compared to industry results.

 
	
  

 	
  

 	
  

 
	
 (iii)

 	
  

 	
 In the case
 of a Participant who materially violates the policies or code of conduct of
 the Company or the Subsidiaries or who materially violates the underwriting
 guidelines applicable to the Participant or the underwriting authority of the
 Participant.

 



                    D.
Third-party Advisors. The
Committee may employ attorneys, consultants, accountants, and other
persons. The Board, Committee, the
Company, and its officers shall be entitled to rely upon the advice or opinion
of such persons.


                    E.
Binding Effect of Committee Actions.
All actions taken and all interpretations and determinations made by the
Committee or the Board shall be final and binding upon the Participants, the
Company, and all other interested persons.
No member of the Committee or the Board shall be personally liable for
any action, determination, or interpretation made in good faith with respect to
the Plan. All members of the Committee
and the Board shall be protected and indemnified by the Company, to the fullest
extent permitted by applicable law and the Company’s by-laws, in respect of any
such action, determination, or interpretation of the Plan.


                    F.
Foreign Jurisdictions. The
Committee shall have the discretion to modify or amend the Plan, or adopt
additional terms and or conditions, as may be deemed necessary or advisable in
order to comply with the local laws and regulations of any jurisdiction.


	
  

 	
  

 
	
 Section 5.

 	
 Determination of Awards

 



                    A.
Award Amount. Each Participant’s
Award Amount will be equal to the Participant’s Pool Percentage multiplied by
the Pool amount, determined as set forth in Appendix A, and subject to any
adjustments pursuant to Section 4.C. of the Plan. Unless otherwise specifically determined by the Committee, any
percentage of the Pool that is forfeited due to termination of employment of a
Participant or otherwise shall not be available for distribution to other
Participants.


                    B.
Cash Payments and No Additional Deferral. All payments under this Plan will be made in cash, and there will
be no right of further deferral with respect to any payments under the Plan.


                    C.
Payment of Award Amounts. So
long as the Participant remains continuously employed by the Company or a
Subsidiary (and has not given notice of termination) during the entire
Performance Period or, in the case of the Head of Reinsurance, through February
15, 2016, the Participant’s Award Amount shall be paid as follows: (i) the
First Payment (as defined below) shall be paid to the Participant on or after
January 1, 2016 (February 15, 2016, in the case of the Head of Reinsurance)
and on or prior to March 15, 2016, (ii)  the Second Payment (as
defined below) shall be paid to the Participant on or after January 1,
2017 and on or prior to March 15, 2017, and (iii) the


-5-







Third Payment
(as defined below) shall be paid to the Participant on or after January 1,
2018 and on or prior to March 15, 2018 or, in the case of the Head of
Reinsurance, on or after October 1, 2017 and on or prior to December 31,
2017. 


                    D.
Calculation of Award Amounts.
The “First Payment” shall be equal to 50% of the product of the Pool
amount and the Participant’s Pool Percentage.
The “Second Payment” and the “Third Payment” shall be adjusted to take
into account reserve development subsequent to the Performance Period on
business written during the Performance Period, and calculated as follows:


	
  

 	
  

 	
  

 
	
 (i)

 	
  

 	
 For the
 Second Payment, the AY CRs for the Performance Period shall be restated as of
 December 31, 2016, and the payment shall be equal to 75% of the product of
 the adjusted Pool amount and the Participant’s Pool Percentage, minus the
 First Payment amount.

 
	
  

 	
  

 	
  

 
	
 (ii)

 	
  

 	
 For the
 Third Payment, the AY CRs for the Performance Period shall be restated as of
 December 31, 2017 (September 30, 2017, in the case of the Head of
 Reinsurance), and the payment shall be equal to 100% of the product of the
 adjusted Pool amount and the Participant’s Pool Percentage, minus the First
 Payment and the Second Payment amounts.

 



Notwithstanding
the foregoing, the Committee shall have full discretion to adjust the Pool amount
or any individual Award Amount pursuant to Section 4.C. above.


                    E.
For the avoidance of doubt, except as otherwise set forth in Section 6 below,
in order to receive any payment under this Plan the Participant must remain
continuously employed by the Company or a Subsidiary through and not have given
notice of termination of employment prior to the end of the Performance Period
(December 31, 2015) or, in the case of the Head of Reinsurance, February 15,
2016.


	
  

 	
  

 
	
 Section 6.

 	
 Termination of Employment

 



                    A.
Death or Disability. In the
event of a Participant’s termination of employment due to his or her death or
Disability during the Performance Period or, in the case of the Head of
Reinsurance, prior to February 15, 2016, the Participant (or his/her estate)
shall receive an Award Amount, prorated based on the portion of the Performance
Period completed prior to the date of death or Disability, as approved by the
Committee. Such Award Amount shall be
paid at the time provided in Section 5.C. above and subject to the same
adjustments pursuant to Sections 4 and 5, if applicable, as the payments to the
other Participants. Notwithstanding the
foregoing, in the case of termination of employment of the Head of Reinsurance
during the Performance Period, the following provisions shall apply: 


	
  

 	
  

 	
  

 
	
 (i)

 	
  

 	
 In the case
 of termination on or prior to December 31, 2014, for purposes of determining
 the Pool amount, Relative CAGR and Combined Ratio shall be calculated as if
 the Performance Period ended on September 30 of the year following the year
 in which the termination occurs (with Combined Ratio reflecting the
 cumulative PYDs for all periods during such Performance Period). In such case, an amount equal to 100% of
 the product of such Pool amount and the Participant’s Pool percentage shall
 be paid in a single payment on or after October 

 


-6-









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 1 and on or
 prior to December 31 of the year following the year in which the termination
 occurs.

 
	
  

 	
  

 	
  

 
	
 (ii)

 	
  

 	
 In the case
 of termination after December 31, 2014 and on or prior to December 31, 2015,
 for purposes of determining the Pool amount, Relative CAGR and Combined Ratio
 shall be calculated for the full Performance Period and an initial amount
 equal to 50% of the product of the Pool amount and the Participant’s Pool
 percentage shall be paid on or after January 1, 2016 and on or prior to March
 15, 2016. In addition, the Pool
 amount shall be recalculated with Combined Ratio restated as of September 30,
 2016 and an amount equal to 100% of the product of such Pool amount, less the
 amount paid pursuant to the previous sentence, shall be paid on or after
 October 1, 2016 and on or prior to December 31, 2016.

 



                    B.
Termination by the Company Without Cause. In the event the Participant’s employment is terminated by the
Company not for Cause (including, in the case of a Participant who has an
employment agreement with the Company, a termination by the Participant that is
deemed to be a termination by the Company without Cause under the provisions of
the employment agreement or a termination by the Participant for Good Reason
under the employment agreement) during the Performance Period or, in the case
of the Head of Reinsurance, prior to February 15, 2016, the Participant shall receive
an Award Amount, prorated based on the portion of the Performance Period
completed prior to the date of termination, as approved by the Committee. Such Award Amount shall be paid at the same
time and subject to the same adjustments pursuant to Sections 4 and 5, if
applicable, as the payments to the other Participants. Notwithstanding the
foregoing, in the case of termination of employment of the Head of Reinsurance
during the Performance Period, the provisions of clauses (i) and (ii) of
Section 6.A. of the Plan shall apply.


                    C.
Voluntary Termination of Employment by Participant. In the event of a Participant’s voluntary
termination of employment or the Participant’s giving of notice of termination
of employment during the Performance Period or, in the case of the Head of
Reinsurance, prior to February 15, 2016 (not including, in the case of a
Participant who has an employment agreement with the Company, a termination by
the Participant that is deemed to be a termination by the Company without Cause
under the provisions of the employment agreement or a termination by the
Participant for Good Reason under the employment agreement), the Participant
shall not be entitled to any further payment under the Plan and shall have no
rights or interests in the Plan.


                    D.
Termination by the Company for Cause.
In the event the Participant’s employment is terminated by the Company
for Cause, the Participant shall not be entitled to any further payment under
the Plan and shall have no rights or interests in the Plan.


	
  

 	
  

 
	
 Section 7.

 	
 General Provisions

 



                    A.
No Right to Employment or Participation. No Participant or other person shall have any claim or right to
be retained in the employment of the Company or a Subsidiary by reason of the
Plan or to any award made as part of the Plan nor will the Plan be construed as
having created an employment contract for any term.


-7-





                    B.
Not Compensation Under Other Plans.
An award made under this Plan shall not be considered “compensation”
under any qualified or non-qualified, registered or non-registered employee
benefit plan, program or arrangement of the Company and shall not have any
effect on the level of benefits provided to or received by a Participant or
his/her estate or designated beneficiary, as part of any employee benefit plan
of the Company or the Subsidiaries.


                    C.
Plan Expenses. The expenses of
the Plan and its administration shall be borne by the Company.


                    D.
Plan Not Funded. The Plan shall
be unfunded and the Company shall not be required to establish any special or
separate fund or to make any other segregation of assets to assure the payment
of any award made under the Plan.


                    E.
Other Long-Term Incentive Arrangements.
This Plan is not intended to be the sole and exclusive long term
incentive program of the Company in which Participants may be entitled to
participate in the ordinary course.


                    F.
Reports. The appropriate
officers of the Company shall cause to be filed any reports, returns, or other
information regarding the Plan, as may be required by any applicable statute,
rule, or regulation.


                    G.
Withholding. The Company may
deduct from any payment to a Participant under this Plan any Federal, state, or
local withholding or other tax or charge which the Company is then required to
deduct under applicable law with respect thereto.


                    H.
No Transfers. No award or rights
under this Plan may be transferred or assigned by a Participant other than by
will or by the laws of descent and distribution.


                    I.
Governing Law. The validity,
construction, and effect of the Plan, and any actions relating to the Plan,
shall be determined in accordance with the laws of the state of New York and
applicable federal law, without regard to the conflict of laws provisions of
any state or country.


                    J.
Section 409A. It is intended
that the Plan will comply with Section 409A of the Code and any regulations and
guidelines issued thereunder, and the Plan shall be interpreted on a basis
consistent with such intent. The Plan
may be amended in any respect deemed necessary (including retroactively) by the
Board in order to preserve compliance with Section 409A of the Code. It is intended that amounts payable under
this Plan will not be considered to be deferred compensation for purposes of
Section 409A of the Code by virtue of Treas. Reg. Section 1.409A-1(b)(4). However, if any amount payable hereunder is
considered to be deferred compensation for such purposes, notwithstanding any
provision to the contrary in this Plan, if a Participant is deemed on the date
of his or her “separation from service” (within the meaning of Treas. Reg.
Section 1.409A-1(h)) to be a “specified employee” (within the meaning of
Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is
required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after
taking into account the applicable provisions of Treas. Reg. Section
1.409A-1(b)(4)), the portion, if any, of such payment so required to be delayed
shall not be made prior to the earlier of (i) the expiration of the six
(6)-month period measured from the date of his “separation from service” or
(ii) the date of his or her death (the “Delay Period”). Upon the expiration of the Delay Period, all
payments delayed pursuant to this Section 7.J shall be paid to the


-8-







Participant in
a lump sum. No action or failure to
act, pursuant to this Section 7.J shall subject the Company to any claim,
liability, or expense, and the Company shall not have any obligation to
indemnify or otherwise protect any Participant from the obligation to pay any
tax, interest or penalty pursuant to Section 409A or Section 457A of the
Code. Notwithstanding any provision of
this Plan to the contrary, for purposes of any provision of this Plan providing
for the payment of any amounts considered to be deferred compensation for
purposes of Section 409A of the Code upon or following a termination of
employment, references to the Participant’s “termination of employment” (and
corollary terms) with the Company shall be construed to refer to the
Participant’s “separation from service” (within the meaning of Treas. Reg.
Section 1.409A-1(h)) with the Company.
Whenever payments under this Plan are to be made in installments, each
such installment shall be deemed to be a separate payment for purposes of
Section 409A.


	
  

 	
  

 
	
 Section 8.

 	
 Amendment / Termination of the Plan

 



                    The
Board may, from time to time, amend the Plan in any respect, or may discontinue
or terminate the Plan at any time; provided, however, that no
amendment, discontinuance or termination of the Plan shall, without the consent
of the affected Participant, have a material adverse effect on any award made
to any Participant under the Plan.


	
  

 	
  

 
	
 Section 9.

 	
 Change in Control

 



                    A.
In the event a Change in Control occurs, unless the Company commits in writing
at the time of such Change in Control to each of the Participants that the Plan
will be continued in effect after the Change in Control with Award Amounts
determined on the basis of the operational results of the Reinsurance Segment
of the Company and its Subsidiaries, on a stand-alone basis, for the full
duration of the Plan, the Performance Period shall terminate and the Committee
shall determine Relative CAGR and Combined Ratio as of the latest practical
date occurring prior to the Change in Control.
Each Participant’s Award Amount shall be calculated based on such
Relative CAGR and Combined Ratio, subject to adjustment pursuant to Sections 4
and 5, if applicable, and shall be paid to the Participant without proration
within 60 days after such Change in Control.


                    B.
In the event a Change in Control occurs and the Company makes the commitment to
the Participants set forth in Section 9.A above, the terms of the Plan shall
continue in effect, except that any amount payable under Section 6.B. due to an
applicable termination of employment occurring after the Change in Control
shall not be reduced to a prorated amount.



-9-





APPENDIX A


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 XL Re CAGR /
 Industry CAGR

 	
  

 	
 0.75

 	
  

 	
 0.85

 	
  

 	
 1.00

 	
  

 	
 1.15

 	
  

 	
 1.25

 	
  

 	
 1.50

 	
  

 
	
 

 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
 Standalone
 Payout for Growth

 	
  

 	
 50%

 	
  

 	
 75%

 	
  

 	
 100%

 	
  

 	
 115%

 	
  

 	
 135%

 	
  

 	
 150%

 	
  

 
	
 

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
 CR

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 90

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 
	
 89

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 2,400

 	
  

 	
  

 	
 2,800

 	
  

 	
  

 	
 3,000

 	
  

 
	
 88

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 4,000

 	
  

 	
  

 	
 4,600

 	
  

 	
  

 	
 5,400

 	
  

 	
  

 	
 6,000

 	
  

 
	
 87

 	
  

 	
  

 	
 3,300

 	
  

 	
  

 	
 5,000

 	
  

 	
  

 	
 6,600

 	
  

 	
  

 	
 7,600

 	
  

 	
  

 	
 9,000

 	
  

 	
  

 	
 10,000

 	
  

 
	
 86

 	
  

 	
  

 	
 4,600

 	
  

 	
  

 	
 7,000

 	
  

 	
  

 	
 9,200

 	
  

 	
  

 	
 10,600

 	
  

 	
  

 	
 12,400

 	
  

 	
  

 	
 13,800

 	
  

 
	
 85

 	
  

 	
  

 	
 5,900

 	
  

 	
  

 	
 8,800

 	
  

 	
  

 	
 11,800

 	
  

 	
  

 	
 13,600

 	
  

 	
  

 	
 16,000

 	
  

 	
  

 	
 17,800

 	
  

 
	
 84

 	
  

 	
  

 	
 7,200

 	
  

 	
  

 	
 10,800

 	
  

 	
  

 	
 14,400

 	
  

 	
  

 	
 16,600

 	
  

 	
  

 	
 19,400

 	
  

 	
  

 	
 21,600

 	
  

 
	
 83

 	
  

 	
  

 	
 8,500

 	
  

 	
  

 	
 12,800

 	
  

 	
  

 	
 17,000

 	
  

 	
  

 	
 19,600

 	
  

 	
  

 	
 23,000

 	
  

 	
  

 	
 25,600

 	
  

 



Relative CAGR and CR between
the amounts set forth above will result in interpolated Award Amounts, as
determined by the Committee.


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