Travelers 2014 Annual Report Download - page 310

OPTION RULES
TO TRAVELERS ’ STOCK OPTION GRANT NOTIFICATION AND AGREEMENT
When you leave the Travelers Group
References to “you” or “your” are to the Participant. “Termination Date” is defined in Section 7(a) of the Award Agreement and means the date of
the termination of your employment with the Travelers Group (whether voluntary or involuntary) as reflected on the books and records of the
Travelers Group.
If you terminate your employment or if there is a break in your employment, your Option may be cancelled before the end of the vesting period and
the vesting and exercisability of your Option may be affected.
The provisions in the chart below apply to Options granted under the Plan. Depending upon your employment jurisdiction upon the Grant Date,
special rules may apply for vesting, payment, exercise and exercisability of your Option in cases of termination of employment if you satisfy certain
age and years of service requirements (“Retirement Rule”
), as set forth in “Retirement Rule” below. Participants based in countries outside the
United States on the Grant Date or in California immediately prior to the Termination Date should refer to Exhibit B for special rules that apply. For
the avoidance of doubt, the applicable vesting terms for your Option pursuant to Exhibits A and B shall be based on your employment jurisdiction
on the Grant Date.
If any Option exercisability period set forth in the chart below or under “Retirement Rule” below would otherwise expire during an Option Exercise
Suspension, the Option shall remain exercisable for a period of 30 days after the Option Exercise Suspension (as defined in Section 4 of the Award
Agreement) is lifted by the Company (but no later than the original option expiration date, which is the tenth (10th) anniversary of the Grant Date).
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Retirement Rule
If, as of your Termination Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of
service, then you meet the “Retirement Rule.”
If You:
Here’s What Happens to Your Options:
Terminate employment or your employment is terminated by the
Travelers Group for any reason other than due to death or disability
(but you do not meet the Retirement Rule)
Vesting stops and unvested options are cancelled effective on the
Termination Date. You may exercise your vested options for up to 90
days after the Termination Date but no later than the original option
expiration date; provided, however, that if your employment is
terminated for cause or gross misconduct (as determined by the
Committee or its designee in its sole discretion) you may not exercise
vested options at any time after the Termination Date.
Become disabled (as defined under the Travelers Group ’ s applicable
long - term disability plan or policy covering disabilities in your
employment jurisdiction)
Options continue to vest on schedule through an approved disability
leave. Upon the earlier of the (i) Termination Date or (ii) the first
anniversary of the date of the occurrence of the event giving rise to
your disability (i.e. the anniversary of the date of onset of your illness or
other incapacity that led to your disability), your unvested options will
vest, and you may exercise your options for up to one year from such
date, but no later than the original option expiration date.
Take an approved personal leave of absence approved by the Travelers
Group under its Personal Leave Policy, if applicable
For the first three months of an approved personal leave, vesting
continues. If the approved leave exceeds three months, vesting is
suspended until you return to work with the Travelers Group and remain
actively employed for 30 calendar days,
after which time vesting will be restored retroactively. Vested options
may be exercised during approved leave, but no later than the original
option expiration date. If you terminate employment for any reason
during the first year of an approved leave, the termination of
employment provisions will apply. If the leave exceeds one year, all
options will be cancelled immediately.
Are on an approved 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)
Options will continue to vest on schedule, and you may exercise vested
options during the leave but no later than the original option expiration
date.
Die while employed or following employment while your option is still
outstanding
Options fully vest upon death. Your estate may exercise options for up
to one year from the date of death but no later than the original option
expiration date.