Travelers 2014 Annual Report Download - page 311

The Retirement Rule does not apply if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its
designee in its sole discretion). If you retire and do not meet the Retirement Rule, you will be considered to have resigned.
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EXHIBIT B
Special Rules Applicable to Participants Based in Certain Jurisdictions
Terms and Conditions
This Exhibit B includes additional and/or alternative terms and conditions that govern the Award granted to the Participant under The Travelers
Companies, Inc. 2014 Stock Incentive Plan (the “Plan”
) if the Participant is employed in one of the jurisdiction listed below on the Grant Date or on
the Termination Date if the Participant is employed in California immediately prior to such Termination Date. Capitalized terms used but not defined
in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is
applicable to the Participant (based on the Participant
’ s place of employment on the Grant Date or on the Termination Date if the Participant is
employed in California immediately prior to such Termination Date), the provisions set forth in this Exhibit B will apply to the Participant and will
supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant.
Notifications
This Exhibit B also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect
to the Participant
’ s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective
jurisdictions as of January 2015. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the
Participant should not rely on the information noted in this Exhibit B as the only source of information relating to the consequences of the
Participant
’ s participation in the Plan because the information may be out of date by the time the Participant ’ s Option hereunder is exercised.
In addition, the information contained herein is general in nature and may not apply to the Participant
’ s particular situation, and the Company is not
in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to
how the relevant laws in the Participant
’ s jurisdiction may apply to the Participant ’ s situation.
Finally, the Participant understands that if he or she is a citizen or resident of a jurisdiction other than the one in which the Participant is currently
working, transfers employment after the Grant Date, or is considered a resident of another jurisdiction for local law purposes, the information
contained herein may not apply to the Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions
contained herein shall apply.
* * *
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Brazil
· References in the Award Agreement and Exhibit A thereto to the POE Agreement (and related obligations thereunder) will not apply to the
Participant.
If You:
Meet the Retirement Rule (subject to Exhibit B if applicable)
Unvested options fully vest on the Termination Date. Vested options may
be exercised for up to three years from the Termination Date, but no later
than the original option expiration date, provided that you do not engage in
any activities that compete with the business operations of the Travelers
Group (as determined by the Committee or its designee in its sole
discretion), including, but not limited to, working for another insurance
company engaged in the property casualty insurance business as either an
employee or independent contractor. You are not subject to this non
-
compete provision if you are terminated involuntarily, but you remain
subject to Sections 7 and 8 of the Award Agreement, and the POE
Agreement.
When you exercise any options subject to the Retirement Rule, your
exercise will represent and constitute your certification to the Company
that you have not engaged in any activities that compete with the business
operations of the Travelers Group since your Termination Date. You may
be required to provide the Company with other evidence of your compliance
with the Retirement Rule as the Company may require.