Exhibit 10.5
THE CHUBB CORPORATION
LONG-TERM STOCK
INCENTIVE PLAN (2004)
Performance Share Award Agreement
This PERFORMANCE SHARE AWARD AGREEMENT, dated as of March 3, 2005, 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 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.
NOTWITHSTANDING THE AFOREMENTIONED,
THE VESTING DATE SHALL BE THE LAST DAY OF THE PERFORMANCE CYCLE IF (I) THE
PARTICIPANT EXPERIENCES A QUALIFIED
1
TERMINATION OF EMPLOYMENT ON OR AFTER DECEMBER 31, 2005 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), 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