Travelers 2014 Annual Report Download - page 304

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Exhibit 10.38
TRAVELERS
STOCK OPTION GRANT NOTIFICATION AND AGREEMENT
(This award must be accepted within 90 days after the Grant Date shown below or it will be forfeited. Refer below to Section 16.)
1.
Grant of Option. This option is granted pursuant to The Travelers Companies, Inc. 2014 Stock Incentive Plan, as it may be amended from
time to time (the “Plan”
), by The Travelers Companies, Inc. (the “Company” ) to you (the “Participant” ) as an employee of the Company or an
affiliate of the Company (together, the “Travelers Group”
). The Company hereby grants to the Participant as of the Grant Date a non - qualified stock
option (the “Option”
) to purchase the number of shares set forth above of the Company ’ s common stock, no par value (“Common Stock” ), at an
option price per share (the “
Grant Price ” ) set forth above, pursuant to the Plan, as it may be amended from time to time, and subject to the terms,
conditions, and restrictions set forth herein, including, without limitation, the conditions set forth in Section 5.
2.
Terms and Conditions. The terms, conditions, and restrictions applicable to the Option are specified in the Plan and this grant notification
and agreement, including Exhibits A and B (the “Award Agreement”
). The terms, conditions and restrictions in the Plan include, but are not limited
to, provisions relating to amendment, vesting, cancellation, and exercise, all of which are hereby incorporated by reference into this Award
Agreement to the extent not otherwise set forth herein.
By accepting the Option, the Participant acknowledges receipt of the prospectus dated February 3, 2015 and any applicable prospectus
supplements thereto (together, the “Prospectus” ) and that he or she has read and understands the Prospectus.
The Participant understands that the Option and all other incentive awards are entirely discretionary and that no right to receive an award exists
absent a prior written agreement with the Company to the contrary. The Participant also understands that the value that may be realized, if any,
from the Option is contingent, and depends on the future market price of the Common Stock, among other factors. The Participant further confirms
his or her understanding that the Option is intended to promote employee retention and stock ownership and to align participants
’ interests with
those of shareholders. Additionally, the Participant understands that the Option is subject to vesting conditions and will be cancelled if the vesting
or other conditions are not satisfied. Thus, the Participant understands that (a) any monetary value assigned to the Option in any communication
regarding the Option is contingent, hypothetical, or for illustrative purposes only, and does not express or imply any promise or intent by the
Company to deliver, directly or indirectly, any certain or determinable cash value to the Participant; (b) receipt of the Option or any incentive award
in the past is neither an indication nor a guarantee that an incentive award of any type or amount will be made in the future, and that absent a
written agreement to the contrary, the Company is free to change its practices and policies regarding incentive awards at any time; and (c) vesting
may be subject to confirmation and final determination by the Company
’ s Board of Directors or its Compensation Committee (the “ Committee ” ) that
the vesting conditions have been satisfied.
The Participant shall have no rights as a stockholder of the Company with respect to any shares covered by the Option unless and until the Option
vests, is properly exercised and shares of Common Stock are issued.
3. Vesting. The Option shall vest in full and become exercisable on the Vesting Date set forth above, provided the Participant remains
continuously employed within the Travelers Group. The Option shall in all events expire on the tenth (10th) anniversary of the Grant Date set forth
above. If the Participant has a termination of, or leave from active employment prior to exercise or expiration of the Option, the Participant
’ s rights
are determined under the Option Rules of Exhibit A.
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4.
Exercise of Option. The Option may be exercised in whole or in part by the Participant after the Vesting Date (or the date provided
pursuant to Exhibit A) upon notice to the Company together with provision for payment of the Grant Price and applicable withholding taxes. Such
notice shall be given in the manner prescribed by the Company and shall specify the date and method of exercise and the number of shares being
Die prior to your Separation Date or after your Separation Date and
while your Award is outstanding
Award Shares will be issued and distributed to your estate upon your
death.
Section 5: EX-10.38 (EX-10.38)
Participant:
“NAME”
Grant Date:
“ GRANT DATE ”
Number of Shares:
“ GRANTED ”
Grant Price:
$ “ GRANT PRICE ”
Expiration Date:
“ EXPIRATION DATE ”
Vesting Date:
3 years from Grant Date