Travelers 2014 Annual Report Download - page 313

· Section 12 of the Award Agreement shall be revised to read as follows:
12. No Right to Employment . The Participant agrees that nothing in this Award Agreement constitutes a contract of employment with
the Travelers Group. Nothing contained herein shall be deemed to give the Participant the right to be retained in the service of the
Travelers Group or to interfere with the right of the Travelers Group to terminate the employment of the Participant at any time.
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India
· References in the Award Agreement and Exhibit A thereto to the POE Agreement (and related obligations thereunder) will not apply to the
Participant.
· To the extent that the Company elects to enforce the forfeiture and repayment provisions under Section 8(b) of the Award Agreement by
re
- acquiring shares of Common Stock held by the Participant, the Company will pay nominal consideration, as determined at the discretion
of the Company, for such shares and/or obtain approval from the Reserve Bank of India, to the extent required under applicable law.
· Section 18 of the Award Agreement shall be revised to read as follows:
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. Any dispute, claim or controversy arising
under, out of, or in connection with or in relation to this Award Agreement or the Plan, or any breach, termination or validity thereof, shall
be finally determined and adjudicated through arbitration by a sole arbitrator located in Mumbai, India. The arbitration proceedings shall
be conducted in accordance with the SIAC Rules in effect at the time of arbitration, and judgment upon the award may be entered in any
court having jurisdiction thereof or having jurisdiction over the parties or their assets. It is mutually agreed that the written decision of the
arbitrator shall be valid, binding, final and non
- appealable. To the extent permitted by law, the arbitrator ’ s fees and expenses will be borne
equally by each party. In the event that an action is brought to enforce the provisions of this Award Agreement or the Plan pursuant to
this Section 18, each party shall pay its own attorneys
’ fees and expenses regardless of whether there is a prevailing party in the opinion
of the arbitrator deciding such action or the court in which any such arbitration award is entered. Without prejudice to the rights of the
Company under this Section, if the Participant breaches, or proposes to breach the provisions of this Award Agreement or Plan, the
Company and the Travelers Group shall be entitled, in addition to all other remedies such party may have, to a temporary, preliminary or
permanent injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to
the non - breaching party from any court having competent jurisdiction over either party.
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Republic of Ireland
· References in the Award Agreement and Exhibit A thereto to the POE Agreement (and related obligations thereunder) will not apply to the
Participant.
· Section 12 of the Award Agreement shall be revised to read as follows:
12. No Right to Employment . The Participant agrees that nothing in this Award Agreement constitutes a contract of employment with
the Travelers Group for a definite period of time. The Travelers Group retains the right to decrease the Participant
’ s compensation and/or
benefits, transfer or demote the Participant or otherwise change the terms or conditions of the Participant
’ s employment with the Travelers
Group, subject to applicable Irish law and the terms of the Participant
’ s employment contract.
· Section 18 of the Award Agreement shall be revised to provide that the venue for any disputes related to the Award Agreement shall be in
a court of law based in the Republic of Ireland. In all other respects, the regular provisions set forth in Section 18 of the Award Agreement
(including with respect to Minnesota governing law) shall apply.
· Further to the provisions as set out in Section 19 of the Award Agreement, the Travelers Group agrees that it will comply with the
provisions of the Data Protection Act 1988 together with the Data Protection (Amendment) Act 2003 (collectively, the “Irish DPA Act”
).
The Participant consents to the Company, the Travelers Group and any other third parties as described in Section 19 processing and
transferring their personal data (as defined in the Irish DPA Act), outside of the European Economic Area even where the country or
territory in question does not maintain adequate data protection standards.
· The provisions in the Exhibit A related to the Retirement Rule shall be inapplicable to the Participant. Accordingly, upon the Participant
’ s
termination of employment for any reason other than due to death or Disability (regardless of whether the Participant meets the Retirement
Rule), vesting of the Option will cease and all unvested portions of the Option will be cancelled effective on the Termination Date and you
will be permitted to exercise your vested options for up to 90 days after the Termination Date but no later than the original Option
expiration date.
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