Value/Performance Goals. Each Performance Unit shall have an initial value that is established by the Board at the time of grant, that is equal to the Fair Market Value of a Share on the Grant Date. The Board shall set the Business Criteria which, depending on the extent to which they are met, will determine the number or value of Performance Units or Performance Shares that will be paid to the Grantee. For purposes of this [Article 10], the time period during which the performance goals must be met shall be called a "Performance Period." The Board shall have complete discretion to establish the performance goals.

Performance Goals Generally. The performance goals for such Performance Awards shall be based on one or more of the business criteria set forth in [Section 7(b)(ii)] and a targeted level or levels of performance with respect to such criteria, as specified by the Administrator consistent with this [Section 7(b)]. Performance goals shall be objective and shall otherwise meet the requirements of Section 162(m) of the Code, including the requirement that the level or levels of performance targeted by the Administrator result in the performance goals being “substantially uncertain.” The Administrator may determine that more than one performance goal must be achieved as a condition to settlement of such Performance Awards.

The Program incorporates two measurable performance factors: # Company sales, which are defined as Single Premium Life total placed premium (LTRS sales) plus net annualized target premium for Non-LTRS Life sales (in aggregate “Life Sales”), and Annuities total placed premium (“Annuity Sales”), and # overall Company profitability. The bonus percentages included in the tables below pertain to Participants who are a Chief Marketing Officer at the Executive Vice President level.

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 ​ to ​ 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:

“Performance Period” means the time period during which the performance goals must be met with respect to Performance Units, Performance Shares and any other Award subject to performance goals.

"Performance Goals" shall mean, for a Performance Period, one or more goals established in writing by the Administrator for the Performance Period based upon one or more Performance Criteria. Depending on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be expressed in terms of overall performance of the Company, the Partnership, any Subsidiary, any division or business unit thereof or an individual. The achievement of each Performance Goal shall be determined in accordance with Applicable Accounting Standards.