Travelers 2013 Annual Report Download - page 277

EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information as of December 31, 2013 regarding the Company’s
equity compensation plans. The only plan pursuant to which the Company may currently make
additional equity grants is The Travelers Companies, Inc. Amended and Restated 2004 Stock Incentive
Plan, as amended (the 2004 Incentive Plan), which replaced prior share-based incentive plans (legacy
plans). In connection with the adoption of the 2004 Incentive Plan, legacy share-based compensation
plans were terminated. Outstanding grants were not affected by the termination of these legacy plans.
Number of securities
Number of remaining available for
securities to be future issuance under
issued upon exercise Weighted average equity compensation
of outstanding exercise price of plans (excluding
options, warrants outstanding options, securities reflected in
and rights warrants and rights column (a))
Plan Category (a) (b) (c)
Equity compensation plans approved by
security holders(1) ................. 15,796,705(2) $56.68 per share(3) 57,094,360(4)
(1) In addition to the 2004 Incentive Plan, also includes certain plans for employees in the United
Kingdom and the Republic of Ireland and The Travelers Deferred Compensation Plan for Non-
Employee Directors. Shares delivered under these plans are issued pursuant to the 2004 Incentive
Plan.
(2) Includes (a) 11,071,256 stock options, (b) 2,016,197 performance shares and dividend equivalents
accrued thereon, (c) 2,404,891 restricted stock units, (d) 215,450 director deferred stock awards
and dividend equivalents accrued thereon and (e) 88,911 common stock units credited to the
deferred compensation accounts of certain non-employee directors in lieu of cash compensation, at
the election of such directors.
(3) The weighted average exercise price relates only to stock options. The calculation of the weighted
average exercise price does not include outstanding equity awards that are received or exercised
for no consideration and also does not include common stock units credited to the deferred
compensation accounts of certain non-employee directors at fair market value in lieu of cash
compensation at the election of such directors.
(4) These shares are available for grant as of December 31, 2013 under the 2004 Incentive Plan
pursuant to which the Compensation Committee of the board of directors may make various stock-
based awards including nonqualified stock options, incentive stock options, stock appreciation
rights, restricted stock, restricted stock units, deferred stock, deferred stock units, performance
awards and other stock-based or stock-denominated awards with respect to the Company’s
common stock. The 2004 Incentive Plan had 35 million shares initially authorized for issuance. In
addition to these 35 million shares, the following shares will become available for grant under the
2004 Incentive Plan, and, to the extent such shares became available as of December 31, 2013,
they are included in the table as available for grant: (i) shares covered by outstanding awards
under the 2004 Incentive Plan and legacy plans that are forfeited or otherwise terminated or
settled in cash or other property rather than settled through the issuance of shares; (ii) shares that
are used to pay the exercise price of stock options and shares used to pay withholding taxes on
equity awards generally; and (iii) shares purchased by the Company on the open market using cash
from option exercises, as limited by the 2004 Incentive Plan.
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