Travelers 2014 Annual Report Download - page 315

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Exhibit 10.39
TRAVELERS
RESTRICTED STOCK UNIT AWARD 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 Restricted Stock Units. This restricted stock unit award (“Award”
) 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 an award (“Award”
) consisting of a right to receive the number of shares set forth above (“Award Shares” ) of the
Company
’ s common stock, no par value (“Common Stock” ), upon the Vesting Date or such earlier date as set forth herein, 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 Award are specified in the Plan and this grant notification
and agreement, including Exhibits A and B, as amended (the “Award Agreement”
). The terms, conditions and restrictions in the Plan include, but
are not limited to, provisions relating to amendment, vesting, cancellation, and settlement, all of which are hereby incorporated by reference into
this Award Agreement to the extent not otherwise set forth herein.
By accepting the Award, the Participant acknowledges receipt of the prospectus dated February 3, 2015 and any applicable prospectus
supplement thereto (together, the “Prospectus” ) and that he or she has read and understands the Prospectus.
The Participant understands that the Award 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 Award 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 Award is intended to promote employee retention and stock ownership and to align participants
’ interests with
those of shareholders. Additionally, the Participant understands that the Award is subject to vesting conditions and will be cancelled if the vesting
conditions are not satisfied. Thus, the Participant understands that (a) any monetary value assigned to the Award in any communication regarding
the Award 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 Award 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 Award unless and until the Award
is vested and settled in shares of Common Stock; provided
, however, that if the Company pays cash dividends on its shares while the Award is
outstanding, the Participant shall be entitled to receive corresponding dividend equivalent cash payments based on the number of shares
underlying the Award at the time when such regular cash dividends are paid.
3. Vesting. The Award shall vest in full on the Vesting Date set forth above provided the Participant remains continuously employed within
the Travelers Group through such Vesting Date. If the Participant has a termination of, or leave from active employment prior to the Vesting Date,
the Participant ’ s rights are determined under the Award Rules of Exhibit A.
1
4.
Settlement of Award. The Company shall deliver to the Participant a number of shares of Common Stock equal to the number of vested
Award Shares on the Vesting Date (or the date provided pursuant to Exhibit A, if applicable) or as soon as administratively practicable thereafter.
The number of shares of Common Stock delivered to the Participant shall be reduced by a number of shares of Common Stock having a Fair Market
Value on the date of delivery equal to the tax withholding obligation (including any applicable employment taxes due in connection with the
vesting of the Award on or prior to the settlement date), unless the Plan administrator is notified in advance of the Award settlement (or the Award
vesting, if applicable) and the Participant elects another method for tax withholding.
5. Grant Conditioned on Principles of Employment Agreement. By entering into this Award Agreement, the Participant shall be deemed to
have confirmed his or her agreement to be bound by the Company ’ s Principles of Employment Agreement in effect on the date immediately
Section 6: EX-10.39 (EX-10.39)
Participant:
“NAME”
Grant Date:
“ GRANT DATE ”
Number of Award Shares:
“ GRANTED ”
Vesting Date:
3 years from Grant Date