Travelers 2014 Annual Report Download - page 303

on record with the Travelers Group via first class mail or other nationally recognized overnight delivery provider, or by any third party regularly
engaged in the service of process. As consideration for and by accepting the Award, the Participant agrees that the Governing Law and Forum for
Disputes provision of this Section 15 shall supersede any governing law, forum or similar provisions contained or referenced in any prior equity
award made by the Company to the Participant, and, accordingly, such prior equity award shall become subject to the terms and conditions of the
Governing Law and Forum for Disputes provisions of this Section 15.
16. Section 409A Compliance. This Award Agreement is intended to satisfy the requirements of Code Section 409A and should be
interpreted and applied in a manner consistent with such requirements, including the regulations and other guidance issued under Code
Section 409A. If any amount shall be payable with respect to the Award hereunder as a result of a Participant
’ s “separation from service” at such
time as the Participant is a “specified employee” and such amount is subject to the provisions of Code Section 409A, then notwithstanding any
other provision of this Award Agreement, no payment shall be made, except as permitted under Code Section 409A, prior to the date that is six
(6) months following the Participant
’ s separation from service (or the date of his or her earlier death). The Company may adopt a specified
employee policy that will apply to identify the specified employees for all
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deferred compensation plans subject to Code Section 409A; otherwise, specified employees will be identified using the default standards contained
in the regulations under Code Section 409A.
17. Personal Data. The Participant understands that the Company and other members of the Travelers Group hold certain personal
information about the Participant, which may include, without limitation, information such as his or her name, home address, telephone number,
gender, date of birth, salary, nationality, job title, social insurance number or other such tax identity number and details of all Awards or other
entitlement to shares of common stock awarded, cancelled, exercised, vested, unvested or outstanding in his or her favor (“Personal Data”
).
The Participant understands that in order for the Company to process the Participant
’ s Award and maintain a record of Award Shares under the
Plan, the Company shall collect, use, transfer and disclose Personal Data within the Travelers Group electronically or otherwise, as necessary for
the implementation and administration of the Plan including, in the case of a social insurance number, for income reporting purposes as required by
law. The Participant further understands that the Company may transfer Personal Data, electronically or otherwise, to third parties, including but
not limited to such third parties as outside tax, accounting, technical and legal consultants when such third parties are assisting the Company or
other members of the Travelers Group in the implementation and administration of the Plan. The Participant understands that such recipients may
be located within the jurisdiction of residence of the Participant, or within the United States or elsewhere and are subject to the legal requirements
in those jurisdictions applicable to those organizations, for example, lawful requirements to disclose personal information such as the Personal Data
to government authorities in those countries. The Participant understands that the employees of the Travelers Group and third parties performing
work related to the implementation and administration of the Plan shall have access to the Personal Data as is necessary to fulfill their duties related
to the implementation and administration of the Plan. By accepting the Award, the Participant consents, to the fullest extent permitted by law, to the
collection, use, transfer and disclosure, electronically or otherwise, of his or her Personal Data by or to such entities for such purposes and the
Participant accepts that this may involve the transfer of Personal Data to a country which may not have the same level of data protection law as the
country in which this Award Agreement is executed. The Participant confirms that if the Participant has provided or, in the future, will provide
Personal Data concerning third parties including beneficiaries, the Participant has the consent of such third party to provide their Personal Data to
the Travelers Group for the same purposes.
The Participant understands that he or she may, at any time, request to review the Personal Data and require any necessary amendments to it by
contacting the Company in writing. Additionally, the Participant may always elect to forgo participation in the Plan or any other award program.
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EXHIBIT A
AWARD RULES
TO TRAVELERS ’ RESTRICTED STOCK UNIT AWARD NOTIFICATION AND AGREEMENT
References to “you” or “your” are to the Participant. “Separation Date” has the meaning described in Section 4 of the Award Agreement.
The provisions in the chart below apply to the Award.
If You:
Here’s What Happens to Your Award:
Separate from service
Subject to the terms of the Non - Competition Agreement, Award Shares
will be issued and distributed to you upon the earlier of (a) six (6) months
after your Separation Date or (b) the Scheduled Settlement Date.
Take an approved personal leave of absence approved by the Company
under its Personal Leave Policy, family leave, medical leave, dependent
care leave, military leave, or other statutory leave of absence or notice
leave (including, without limitation, “ garden leave ” , but not including
any period corresponding to pay in lieu of notice, severance pay or
other monies on account of the cessation of your employment)
If you remain employed within the Travelers Group during your leave of
absence and up to and including the Scheduled Settlement Date, your
Award Shares will be issued and distributed to you on the Scheduled
Settlement Date. If your Separation Date occurs during the leave for any
reason, the provisions applicable to separation from service will apply.