Subject to the terms of the Plan and Applicable Laws, the Administrator shall determine the provisions, terms, and conditions of each Award including, but not limited to, the Award vesting schedule, repurchase provisions, rights of first refusal, forfeiture provisions, form of payment (cash, Shares, or other consideration) upon settlement of the Award, payment contingencies, and satisfaction of any performance criteria.

Terms and Conditions of Awards. All shares of Restricted Stock awarded to Participants under the Plan shall be subject to the following terms and conditions and to such other terms and conditions, not inconsistent with the Plan, as shall be prescribed by the Board in its sole discretion and as shall be contained in the Participant’s Option Grant Certificate.

Terms and Conditions of Awards. For each Participant, the Board will determine the timing of awards; the number of units awarded; the value of units, which may be stated either in cash or in shares of Stock; the performance measures used for determining whether the Performance Units are earned; the performance period during which the performance measures will apply; the relationship between the level of achievement of the performance measures and the degree to which Performance Units are earned; whether, during or after the performance period, any revision to the performance measures or performance period should be made to reflect significant events or changes that occur during the performance period; and the number of earned Performance Units that will be paid in cash and/or shares of Stock, as shall be prescribed by the Board in its sole discretion and as shall be contained in the Participant’s Option Grant Certificate.

By this Letter, the Company is by no way offering a permanent contract or guarantee of future employment with the Company. It is our expectation that in order to be eligible to receive this payment you will be employed through the payment date set forth in this Letter. Except as provided in the schedule below, the award described in Part I of this Letter is conditioned upon and subject to your continuous and uninterrupted employment with the Company described above. Should your employment with the Company terminate prior to the payment date, the following rules shall apply:

transfer agent) on behalf of the Participant. As a condition of accepting this award, the Participant hereby irrevocably appoints ​ Services, Inc., or its successor, as the Participant’s attorney-in-fact, with full power of substitution, to transfer (or provide instructions to the Company’s transfer agent to transfer) such shares on the Company’s books.

Terms and Conditions. Subject to the provisions of the Plan, the Board shall determine the terms and conditions of each Other Stock-Based Award, including any purchase price applicable thereto.

Terms and Conditions. The terms and conditions of each Restricted Stock Unit granted under this Section 6 shall be as described in Section 9.

Terms and Conditions. Subject to the terms of the Plan, the Committee shall determine the performance goals to be achieved during any performance period, the length of any performance period, the amount of any Performance Award and the amount and kind of any payment or transfer to be made pursuant to any Performance Award, and may change specific provisions of the Performance Award, provided, however, that such change may not adversely affect existing Performance Awards made within a performance period commencing prior to implementation of the change. Performance goals for Performance Awards may be based on any performance criteria selected by the Committee, including but not limited to any of the following:

Terms and Conditions. Performance Awards may be valued by reference to the Fair Market Value of a Share or according to any formula or method deemed appropriate by the Committee, in its sole discretion, including, but not limited to, achievement of specific financial, production, sales, cost or earnings performance measures or objectives that the Committee believes to be relevant to the Company and/or one or more business units, divisions or Subsidiaries and for remaining in the employ or active service of the Company for a specified period of time, or the Company’s performance or the performance of its Shares (or the performance one or more business units, divisions or Subsidiaries) measured against the performance of the market, the Company’s industry segment or its direct competitors. Such performance measures or objectives may include, but are not limited to, sales (net placed annualized target premium for life business and total placed premium for annuity business); net sales; expense management; GAAP profitability; persistency; earnings; earnings per share; pre-tax earnings; net earnings; operating income; operating income before taxes; EBIT (earnings before interest and taxes); EBITDA (earnings before interest, taxes, depreciation and amortization); gross margin; revenues; revenue growth; market value added; economic value added; return on equity; return on investments; return on assets; return on net assets; return on capital; return on invested capital; total stockholder/shareholder return; profit; economic profit; operating profit; capitalized economic profit; net operating profit after tax; net profit before taxes; pre-tax profit; cash flow measures; cash flow return; comparable division or product sales; stock price (and stock price appreciation, either in absolute terms or in relationship to the appreciation among members of a peer group determined by the Committee); market share and/or market penetration; expenses; cost per policy; strategic milestones; goals related to acquisitions or divestitures; book value; book value per share; book value excluding accumulated other comprehensive income from stockholders’ equity; and/or book value per share excluding accumulated other comprehensive income from stockholders’ equity. Performance Awards may be paid in cash, Shares (including Restricted Stock) or other consideration, or any combination thereof. If payable in Shares, the consideration for the issuance of the Shares may be the achievement of the performance objective established at the time of the grant of the Performance Award. Performance Awards may be payable in a single payment or in installments and may be payable at a specified date or dates or upon attaining the performance objective, all at the Committee’s discretion. The extent to which any applicable performance objective has been achieved shall be conclusively determined by the Committee.

Terms and Conditions. If Tenant exercises the renewal option, then all of the terms and conditions set forth in this Lease as applicable to the Demised Premises during the initial term shall apply during such renewal term, except that # Tenant shall have no further right to renew this Lease, # Tenant shall take the Demised Premises in their then “as-is” state and condition, # the annual fixed rent payable by Tenant for the Demised Premises shall be equal to ninety-five percent (95%) of the then fair market rent for the Demised Premises based upon the terms of this Lease, as renewed, # the Operating Expense Base for the Demised Premises shall be the calendar year in which the renewal term commences, and # the Tax Base shall be the fiscal tax year in which the renewal term commences. Fair market rent shall include the periodic rental increases, if any, that would be included for space leased for the period the space will be covered by the Lease. For purposes of this Article 22, the term “fair market rent” shall mean the rental rate for comparable space under primary lease (and not sublease) to new tenants, taking into consideration the unique quality and prestige of the Building and such amenities as existing improvements, view, floor on which the Demised Premises are situated and the like, situated in first-class, reputable, established high-rise office buildings in comparable locations in Mid-town Manhattan, in comparable physical and