Threshold Clause Samples

Threshold. Neither the Seller nor the Purchaser shall be required to make any indemnification payment pursuant to Section 8.1 or 8.2, respectively, until such time as the total amount of all Damages that have been directly or indirectly suffered or incurred by an Indemnified Party, or to which an Indemnified Party has or otherwise becomes subject to, exceeds $50,000 in the aggregate. At such time as the total amount of such Damages exceeds $50,000 in the aggregate, the Indemnified Party shall be entitled to be indemnified against the full amount of such Damages (and not merely the portion of such Damages exceeding $50,000).

Threshold. An amount used to determine the change in the PB following a Partial Surrender in any Contract Year that is not an Eligible Withdrawal Year. Such amount is [4.5%] multiplied by the greater of the PB or the sum of Contract Value on the most recent Contract Anniversary plus subsequent Premium Payments made after the most recent Contract Anniversary. Withdrawal Percentage (WP). The WP is the percentage used to determine Your LBP during any Eligible Withdrawal Year. It is based on the attained age of the youngest Covered Life as follows: If the first withdrawal after the rider effective date occurs during an Eligible Withdrawal Year, Your WP is based on the youngest Covered Life’s attained age on the prior Contract Anniversary (or, if such withdrawal occurs in the first Contract Year, on the Contract Issue Date), but in no case earlier than the rider effective date. If the first withdrawal after the rider effective date occurs during a non-Eligible Withdrawal Year, Your WP will be set at [4.5%]. HL-VA06ABJ Page 1 of 8 Printed in U.S.A. If the first withdrawal occurs during an Eligible Withdrawal Year the WP will be set at the time of Your first withdrawal based on the attained age of the youngest Covered Life as follows: [60 - 64 4.5% 65 - 69 5.0% 70 - 74 5.5% 75 - 79 6.0% 80 and older 6.5%] Your PB is subject to a maximum of $5,000,000 and is determined as follows:

Threshold. (a) Anything contained in Article VII to the contrary notwithstanding, the Parent Indemnified Persons shall not be entitled to indemnification pursuant to this Article VII with respect to any Parent Losses until the aggregate amount of such Parent Losses exceeds $50,000 (the "Threshold Amount") (other than any Parent Losses arising out of or in connection with the representations and warranties contained in Section 2.13 hereof which shall not be subject to such Threshold Amount), whereupon the Parent Indemnified Persons shall be entitled to indemnification for all Parent Losses in excess of the Threshold Amount up to $21,000,000 (the "Indemnification Cap"); provided, -------- however, that if the Parent Indemnifying Persons shall have delivered all of the ------- Purchaser Shares (and/or any cash proceeds received from the sale thereof) to the Parent Indemnified Persons pursuant to Section 7.2(a) hereof, the Indemnification Cap shall be reduced to an amount equal to the aggregate Fair Market Value of the cash and Purchaser Shares (determined in accordance with Section 7.2(a)(iv)) delivered to the Parent Indemnified Persons pursuant to Section 7.2(a) hereof. (b) Anything contained in Article VII to the contrary notwithstanding, the Sole Shareholder shall not be entitled to indemnification pursuant to this Article VII with respect to any Sole Shareholder Losses until the aggregate amount of such Sole Shareholder Losses exceeds the Threshold Amount, whereupon the Sole Shareholder shall be entitled to indemnification for all Sole Shareholder Losses in excess of the Threshold Amount up to the Indemnification Cap; provided, however, that if the Parent Indemnifying Persons -------- ------- shall have delivered all of the Purchaser Shares (and/or any cash proceeds received from the sale thereof) to the Parent Indemnified Persons pursuant to Section 7.2(a) hereof, the Indemnification Cap shall be reduced to an amount equal to the aggregate Fair Market Value of the cash and Purchaser Shares (determined in accordance with Section 7.2(a)(iv)) delivered to the Parent Indemnified Persons pursuant to Section 7.2(a) hereof.

Threshold. The Participant shall not be paid any portion of the Target Award unless the Ending Average Stock Price is at least 60% of the Target Price. If the Ending Average Stock Price is below 60% of the Target Price, all of the Performance Share Units awarded by this Agreement shall immediately be forfeited and cancelled without consideration as of the last day of the Performance Period.

Threshold. If, upon the conclusion of the Performance Period, RTSR for the Performance Period equals or falls below the “Threshold” level, as set forth in the Performance Matrix, no RTSR PSUs shall become nonforfeitable.

Threshold. No indemnification shall be made under Section 14.2 until the aggregate amount of Purchaser Damages thereunder exceeds $25,000, but if the aggregate amount of Purchaser Damages thereunder exceeds $25,000 in the aggregate, then indemnification shall be made by Seller thereunder to the full extent of the Purchaser Damages.

Threshold. The specified target for each individual change request.

Threshold. No Stockholder Indemnitee shall be entitled to indemnification pursuant to Section 6.2(a) for any inaccuracy in or breach of any of Parent’s or Merger Sub’s representations and warranties set forth in this Agreement (after giving effect to the Parent Disclosure Schedules) until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) that have been suffered or incurred by any one or more of the Stockholder Indemnitees, or to which any one or more of the Stockholder Indemnitees has or have otherwise become subject, exceeds the Threshold in the aggregate, and once the total amount of such Damages exceeds the Threshold, then any Stockholder Indemnitee that has suffered or incurred any Damages shall be entitled to be indemnified against and compensated, reimbursed and paid for only those Damages that exceed the Threshold.

Threshold. If, upon the conclusion of the Performance Period, Total Stockholder Return for the Performance Period equals the threshold level, as set forth in the Performance Matrix contained in the Statement of Performance Goals, 35% of the Target Performance Shares for the Performance Period shall become earned.