Travelers 2014 Annual Report Download - page 309

7
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.
14. Transfer Restrictions. The Participant may not sell, assign, transfer, pledge, encumber or otherwise alienate, hypothecate or dispose of
the Option or his or her right under the Option to receive shares of Common Stock, except as otherwise provided in the Prospectus.
15.
Conflict. In the event of a conflict between the Plan and the Award Agreement the Plan terms shall govern.
16.
Acceptance and Agreement by the Participant; Forfeiture upon Failure to Accept. By accepting this Option, the Participant agrees to be
bound by the terms, conditions, and restrictions set forth in the Plan, this Award Agreement, and the Travelers Group
’ s policies, as in effect from
time to time, relating to the Plan. The Participant
’ s rights under the Option will lapse ninety (90) days from the Grant Date, and the Option 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.
17.
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.
18.
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
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 Option, the Participant agrees that the Governing Law and Forum for
Disputes provision of this Section 18 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 18.
19. 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 Option and maintain a record of Options 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
8
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 Option, 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.
9
EXHIBIT A