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 21⁄2 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