Exhibit 10.10
THE CHUBB CORPORATION
LONG-TERM STOCK INCENTIVE PLAN
FOR NON-EMPLOYEE DIRECTORS (2004)
PERFORMANCE SHARE AWARD AGREEMENT
This PERFORMANCE SHARE AWARD AGREEMENT dated as of April 27, 2005, is by and
between The Chubb Corporation (the "Corporation") and [
] (the
"Participant"), pursuant to The Chubb Corporation Long-Term Stock Incentive Plan
for Non-Employee Directors (2004) (the "Plan").
Capitalized terms that are not
defined herein shall have the same meanings given to such terms in the Plan.
If
any provision of this Agreement conflicts with any provision of the Plan (as
either may be interpreted from time to time by the Committee), the Plan shall
control.
WHEREAS, pursuant to the provisions of the Plan, the Participant has been
granted Performance Shares; and
WHEREAS, the Participant and the Corporation desire to enter into this Agreement
to evidence and confirm the grant of such Performance Shares on the terms and
conditions set forth herein.
NOW THEREFORE, the Participant and the Corporation agree as follows:
1.
GRANT OF PERFORMANCE SHARES.
PURSUANT
TO THE PROVISIONS OF THE PLAN, THE CORPORATION ON THE DATE SET FORTH ABOVE (THE
"GRANT DATE") HAS GRANTED AND HEREBY EVIDENCES THE GRANT TO THE PARTICIPANT,
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN AND IN THE PLAN, OF AN
AWARD OF [
]
PERFORMANCE SHARES (THE "AWARD"). (1)
2.
PAYMENT OF EARNED PERFORMANCE SHARES.
(A)
SETTLEMENT OF PERFORMANCE SHARES.
SUBJECT
TO THE PROVISIONS OF THIS SECTION 2 AND SECTION 3(E), THE PAYMENT VALUE OF EACH
PERFORMANCE SHARE COVERED BY THE AWARD WHICH THE COMMITTEE DETERMINES, IN
WRITING, TO BE EARNED PURSUANT TO SECTION 3 BELOW SHALL BE PAID BY THE
CORPORATION AS SOON AS ADMINISTRATIVELY PRACTICABLE AFTER (BUT NO LATER THAN 21⁄2
MONTHS AFTER THE CALENDAR
(1)
The number of Performance Shares shall be equal to the quotient of (i)
$67,500 divided by (ii) the average of the high and low trading prices of the
Stock on the Grant Date, rounded up to the nearest whole number.
YEAR END COINCIDENT WITH) THE END OF THE PERFORMANCE CYCLE DESCRIBED IN
SECTION 3(A).
PAYMENTS HEREUNDER SHALL BE MADE IN CASH, SHARES OF STOCK, OR A
COMBINATION THEREOF, AS DETERMINED BY THE COMMITTEE IN ITS SOLE DISCRETION.
(B)
VOLUNTARY DEFERRAL.
NOTWITHSTANDING THE
PROVISIONS OF SECTION 2(A), THE PARTICIPANT MAY ELECT, BY ELECTION FILED WITH
THE CORPORATION (AND ON A FORM ACCEPTABLE TO THE COMMITTEE) NOT LATER THAN
JUNE 30, 2007 AND SUBJECT TO SUCH TERMS AND CONDITIONS AS THE COMMITTEE MAY
SPECIFY, TO HAVE ANY PAYMENT THAT MAY BECOME DUE IN RESPECT OF PERFORMANCE
SHARES COVERED BY THE AWARD DEFERRED UNTIL SUCH LATER TIME AS SHALL BE SPECIFIED
IN SUCH ELECTION (OR, IF APPLICABLE, THE DATE DETERMINED PURSUANT TO
SECTION 2(C)).
(C)
MANDATORY DEFERRAL OF PAYMENT OF EARNED
PERFORMANCE SHARES.
NOTWITHSTANDING ANYTHING CONTAINED IN SECTION 2(A) OR 2(B)
TO THE CONTRARY (UNLESS THE PAYMENT DATE ELECTED PURSUANT TO SECTION 2(B) IS
LATER THAN THE PAYMENT DATE SPECIFIED HEREIN, IN WHICH CASE SECTION 2(B) SHALL
CONTROL), IF THE CORPORATION'S ENDING AVERAGE VALUE