Travelers 2014 Annual Report Download - page 319

form, the terms and conditions shall then be enforceable and shall be enforced.
(f) Awards Subject to Recoupment. Except to the extent prohibited by law, this Award and any outstanding Prior Equity Award may be
forfeited, and the compensatory value received under such awards (including without limitation the gross amount of any Common Stock
distribution or cash payment made to the Participant upon the vesting, distribution, or settlement of such awards, or consideration in
excess of such gross amounts received by the Participant upon the sale or transfer of the Common Stock acquired through vesting,
distribution, or settlement of the awards) may be subject to recoupment by the Company, in accordance with the Company
’ s executive
compensation recoupment policy and other policies in effect from time to time with respect to forfeiture and recoupment of bonus
payments, retention awards, cash or stock
- based incentive compensation or awards, or similar forms of compensation, and the terms of
any such policy, while it is in effect, are incorporated herein by reference. As consideration for and by accepting the Award Agreement,
the Participant agrees that all the remedy and recoupment provisions of this Section 8 shall apply to any Prior Equity Award made by the
Company to the Participant, shall be in addition to and shall not supersede any other remedies contained or referenced in any such Prior
Equity Award, and, accordingly, such Prior Equity Award shall become subject to both those other remedies and the terms and conditions
of this Section 8.
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(g) Survival of Provisions. The agreements, covenants, obligations, and provisions contained in Section 7 and this Section 8 shall survive the
Participant
’ s Termination Date and the expiration of this Award Agreement, and shall be fully enforceable thereafter.
9.
Consent to Electronic Delivery. In lieu of receiving documents in paper format, the Participant agrees, to the fullest extent permitted by
law, to accept electronic delivery of any documents that the Company desires or may be required to deliver (including, but not limited to,
prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all
other agreements, forms and communications) in connection with this and any other prior or future incentive award or program made or offered by
the Company or its predecessors or successors. Electronic delivery of a document to the Participant may be via a Company e
- mail system or by
reference to a location on a Company intranet site to which the Participant has access.
10.
Administration. The Company ’ s Compensation Committee or its designee administers the Plan and this Award Agreement and has the
authority to interpret any ambiguous or inconsistent terms in its sole discretion. The Participant
’ s rights under this Award Agreement are expressly
subject to the terms and conditions of the Plan and to any guidelines the Compensation Committee or its designee adopts from time to time. The
interpretation and construction by the Compensation Committee or its designee of the Plan and this Award Agreement, and such rules and
regulations as the Compensation Committee or its designee may adopt for purposes of administering the Plan and this Award Agreement, will be
final and binding upon the Participant.
11. Entire Agreement/Amendment/Survival/Assignment. The terms, conditions and restrictions set forth in the Plan and this Award
Agreement constitute the entire understanding between the parties hereto regarding the Award and supersede all previous written, oral, or implied
understandings between the parties hereto about the subject matter hereof. This Award Agreement may be amended by a subsequent writing
(including e
- mail or electronic form) agreed to between the Company and the Participant. Section headings herein are for convenience only and
have no effect on the interpretation of this Award Agreement. The provisions of the Award Agreement that are intended to survive the
Termination Date of a Participant, specifically including Sections 7 and 8 hereof, shall survive such date. The Company may assign this Award
Agreement and its rights and obligations hereunder to any current or future member of the Travelers Group.
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 fixed duration of time. The employment relationship is “
at will, ” which affords the Participant or the Travelers Group the right
to terminate the relationship at any time for any reason or no reason not otherwise prohibited by applicable law. 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. The Award granted hereunder will not form part of the Participant ’ s regular employment
compensation and will not be considered in calculating any statutory benefits or severance pay due to the Participant.
13.
No Limitation on the Company ’ s Rights. The Participant agrees that nothing in this Award Agreement shall in any way affect the
Company
’ s right or power to make adjustments, reclassifications or 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 Award or his or her right hereunder to receive any Award Shares, 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 Award, 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 Award will lapse ninety (90) days from the Grant
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Date, and the Award 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.