The Plan incorporates four (4) measurable performance factors: # Company sales, which are defined as Single Premium Life total placed premium sales (LTRS sales) plus net annualized target premium for Non-LTRS sales (in aggregate “Life Sales”), and Annuities total placed premium (“Annuity Sales”), # Company expense management, # overall profitability and # achievement of specific objectives by Participants as assessed by the senior staff and the President.

Performance Goals Generally. The performance goals for [Section 162(m)] Awards shall consist of one or more business criteria or individual performance criteria and a targeted level or levels of performance with respect to each of such criteria, as specified by the Committee consistent with this Section 8(b). Performance goals shall be objective and shall otherwise meet the requirements of section 162(m) of the Code and regulations thereunder (including Treasury Regulation § 1.162-27 and successor regulations thereto), including the requirement that the level or levels of performance targeted by the Committee must be “substantially uncertain” at the time the Committee actually establishes the performance goal or goals.

Corporate Performance Goals: For the 2016 Plan Year, the corporate performance goals are as follows:

Performance Measures and Performance Goals. For each Plan Year, objective measures of performance will be identified to determine whether a Bonus target is earned in whole or in part. Performance measures may be based on consolidated net income, pre-tax income, earnings before interest and taxes (EBIT), earnings before interest, taxes, depreciation and amortization (“EBITDA”), income from continuing operations, income before extraordinary items, income from continuing operations before extraordinary items, earnings per share, earnings per share growth, return on equity, return on invested capital, return on net assets, revenue, revenue growth, gross margin, operating margin, net margin, cash flow, free cash flow, operating cash flow, working capital, stock price, total shareholder return or other measure adopted by the Committee or its delegate. Other non‑financial measures may be used such as safety, product launch timeliness, customer satisfaction, customer service and efficiency, workforce measures such as productivity, diversity, or turnover. Performance criteria based on such performance measures may be expressed in either, or a combination of, absolute or relative values or rates of change. Performance goals (“Performance Goals”) based on such performance measures may be based either on the performance of the Company, a subsidiary or subsidiaries, affiliate, department, or business unit, or upon a comparison of such performance with the performance of a peer group of companies, prior performance periods or other measure selected or defined by the Committee.

Performance Goals and Adjustment. Adjusted PSUs shall be the number of PSUs that become eligible for the lapse of restrictions, pursuant to paragraph 3, contingent on achievement of the following goals for the March 19, 2019 to December 31, 2021 performance period:

Measurement of Performance Goals. Performance goals will be measured at the end of each applicable Performance Period, with the achievement determined by the Compensation Committee following the completion of the applicable Performance Period. If a Covered Executive was not employed in an eligible position for an entire Performance Period, the Compensation Committee may, in its sole discretion, pro rate the bonus based on the number of days the Covered Executive was employed in an eligible position during such period.

Performance Period and Goals. The vesting of the RSUs is subject to the achievement of the performance goals (the “Performance Goals”) indicated in the Grant Letter during the performance period indicated in the Grant Letter (the “Performance Period”), as well as on continuous employment by the Participant until the Vesting Date (as defined below).

Individual Goals Performance Component. In respect of the individual goals performance component, each Participant will be eligible to receive a payment equal to the result of applying the following formula to such Participant:

comparisons of any of the indicators of performance relative to other companies. As and to the extent permitted by Section 162(m) of the Code, in the event of # a change in corporate capitalization, a corporate transaction or a complete or partial corporate liquidation, # a natural disaster or other significant unforeseen event that materially impacts the operation of the Company, # any extraordinary gain or loss or other event that is treated for accounting purposes as an extraordinary item under generally accepted accounting principles, or # any material change in accounting policies or practices affecting the Company and/or the performance goals, then, to the extent any of the foregoing events was not anticipated at the time the performance goals were established, the Committee may make adjustments to the performance goals, based solely on objective criteria, so as to neutralize the effect of the event on the applicable Award.

by reference to Corporate Performance Goal achievement as set forth below, a portion of each Participant’s Award will be based on Corporate Performance Goal achievement and a portion will be based on Individual Performance Goal achievement. The relative weight between these goals will vary based on levels within the organization. The weighting will be reviewed annually by the Committee and be adjusted, as necessary or appropriate.