Travelers 2014 Annual Report Download - page 302

days) thereafter. For purposes of this Agreement, “Separation Date” shall mean the date of the Participant ’ s “separation from service” with the
Company within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”
), and the regulations and
guidance thereunder. The number of shares of Common Stock delivered to the Participant shall be reduced by a number of shares of Common
Stock having a Fair Market Value on the date of delivery equal to the tax withholding obligation (including any applicable employment taxes due in
connection with the vesting of the Award on or prior to the settlement date), unless the Plan administrator is notified in advance of the Award
settlement (or the Award vesting, if applicable) and the Participant elects another method for tax withholding.
5.
Acceptance of Exhibit A - Award Rules. The Participant agrees to be bound by the terms of the Award Rules set forth in Exhibit A
( “Award Rules” ).
6.
Consent to Electronic Delivery. In lieu of receiving documents in paper format, the Participant agrees, to the fullest extent permitted by
law, to accept electronic delivery of any documents that the Company desires or may be required to deliver (including, but not limited to,
prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all
other agreements, forms and communications) in connection with this and any other prior or future incentive award or program made or offered by
the Company or its predecessors or successors. Electronic delivery of a document to the Participant may be via a Company e
- mail system or by
reference to a location on a Company intranet site to which the Participant has access.
7.
Administration. The Company ’ s Compensation Committee or its designee administers the Plan and this Award Agreement and has the
authority to interpret any ambiguous or inconsistent terms in its sole discretion. The Participant
’ s rights under this Award Agreement are
expressly subject to the terms and conditions of the Plan and to any guidelines the Compensation Committee or its designee adopts from time to
time. The interpretation and construction by the Compensation Committee or its designee of the Plan and this Award Agreement, and such
rules and regulations as the Compensation Committee or its designee may adopt for purposes of administering the Plan and this Award Agreement,
will be final and binding upon the Participant.
8. Entire Agreement/Amendment/Survival/Assignment. The terms, conditions and restrictions set forth in the Plan, this Award Agreement
and the Non
- Competition Agreement constitute the entire understanding between the parties hereto regarding the Award and supersede all
previous written, oral, or implied understandings between the parties hereto about the subject matter hereof. This Award Agreement may be
amended by a subsequent writing (including e
- mail or electronic form) agreed to between the Company and the Participant. Section headings herein
are for convenience only and have no effect on the interpretation of this Award Agreement. The provisions of the Award Agreement that are
intended to survive the Separation Date of a Participant shall survive such date. The Company may assign this Award Agreement and its rights
and obligations hereunder to any current or future member of the Travelers Group.
9.
No Right to Employment. The Participant agrees that nothing in this Award Agreement constitutes a contract of employment with the
Travelers Group for a fixed duration of time. The employment relationship is “
at will, ” which affords the Participant or the Travelers Group the right
to
2
terminate the relationship at any time for any reason or no reason not otherwise prohibited by applicable law. The Travelers Group retains the right
to decrease the Participant
’ s compensation and/or benefits, transfer or demote the Participant or otherwise change the terms or conditions of the
Participant
’ s employment with the Travelers Group. The Award granted hereunder will not form part of the Participant ’ s regular employment
compensation and will not be considered in calculating any statutory benefits or severance pay due to the Participant.
10.
No Limitation on the Company ’ s Rights. The Participant agrees that nothing in this Award Agreement shall in any way affect the
Company
’ s right or power to make adjustments, reclassifications or changes in its capital or business structure or to merge, consolidate,
reincorporate, dissolve, liquidate or sell or transfer all or any part of its business or assets.
11. Transfer Restrictions. The Participant may not sell, assign, transfer, pledge, encumber or otherwise alienate, hypothecate or dispose of
the Award or his or her right hereunder to receive any Award Shares, except as otherwise provided in the Prospectus.
12.
Conflict. In the event of a conflict between the Plan and the Award Agreement the Plan terms shall govern.
13.
Acceptance and Agreement by the Participant; Forfeiture upon Failure to Accept. By accepting this Award, the Participant agrees to be
bound by the terms, conditions, and restrictions set forth in the Plan, this Award Agreement, the Non
- Competition Agreement and the Travelers
Group
’ s policies, as in effect from time to time, relating to the Plan. The Participant ’ s rights under the Award will lapse ninety (90) days from the
Grant Date, and the Award will be forfeited on such date if the Participant does not accept the Award Agreement by such date. For the avoidance
of doubt, the Participant
’ s failure to accept the Award Agreement shall not affect his or her continuing obligations under any other agreement
between any member(s) of the Travelers Group and the Participant.
14.
Waiver; Cumulative Rights. The Company ’ s failure or delay to require performance by the Participant of any provision of this Award
Agreement will not affect its right to require performance of such provision unless and until the Company has waived such performance in writing.
Each right under this Award Agreement is cumulative and may be exercised in part or in whole from time to time.
15. Governing Law and Forum for Disputes. The Award Agreement shall be legally binding and shall be executed and construed and its
provisions enforced and administered in accordance with the laws of the State of Minnesota. The jurisdiction and venue for any disputes arising
under, or any action brought to enforce (or otherwise relating to), this Agreement will be exclusively in the courts in the State of Minnesota, City
and County of St. Paul, including the Federal Courts located therein (should Federal jurisdiction exist). The parties consent to and submit to the
personal jurisdiction and venue of courts of Minnesota and irrevocably waive any claim or argument that the courts in Minnesota are an
inconvenient forum. The Participant agrees to accept service of any court filings and process by delivery to his or her most current home address