Travelers 2014 Annual Report Download - page 320

17.
Waiver; Cumulative Rights. The Company ’ s failure or delay to require performance by the Participant of any provision of this Award
Agreement will not affect its right to require performance of such provision unless and until the Company has waived such performance in writing.
Each right under this Award Agreement is cumulative and may be exercised in part or in whole from time to time.
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. The jurisdiction and venue for any disputes arising
under, or any action brought to enforce (or otherwise relating to), this Agreement will be exclusively in the courts in the State of Minnesota, City
and County of St. Paul, including the Federal Courts located therein (should Federal jurisdiction exist). The parties consent to and submit to the
personal jurisdiction and venue of courts of Minnesota and irrevocably waive any claim or argument that the courts in Minnesota are an
inconvenient forum. The Participant agrees to accept service of any court filings and process by delivery to his or her most current home address
on record with the Travelers Group via first class mail or other nationally recognized overnight delivery provider, or by any third party regularly
engaged in the service of process. As consideration for and by accepting the Award, the Participant agrees that the Governing Law and Forum for
Disputes provision of this Section 18 shall supersede any governing law, forum or similar provisions contained or referenced in any prior equity
award made by the Company to the Participant, and, accordingly, such prior equity award shall become subject to the terms and conditions of the
Governing Law and Forum for Disputes provisions of this Section 18.
19. Personal Data. The Participant understands that the Company and other members of the Travelers Group hold certain personal
information about the Participant, which may include, without limitation, information such as his or her name, home address, telephone number,
gender, date of birth, salary, nationality, job title, social insurance number or other such tax identity number and details of all Awards or other
entitlement to shares of common stock awarded, cancelled, exercised, vested, unvested or outstanding in his or her favor (“Personal Data” ).
The Participant understands that in order for the Company to process the Participant
’ s Award and maintain a record of Award Shares under the
Plan, the Company shall collect, use, transfer and disclose Personal Data within the Travelers Group electronically or otherwise, as necessary for
the implementation and administration of the Plan including, in the case of a social insurance number, for income reporting purposes as required by
law. The Participant further understands that the Company may transfer Personal Data, electronically or otherwise, to third parties, including but
not limited to such third parties as outside tax, accounting, technical and legal consultants when such third parties are assisting the Company or
other members of the Travelers Group in the implementation and administration of the Plan. The Participant understands that such recipients may
be located within the jurisdiction of residence of the Participant, or within the United States or elsewhere and are subject to the legal requirements
in those jurisdictions applicable to those organizations, for example, lawful requirements to disclose personal information such as the Personal Data
to government authorities in those countries. The Participant understands that the employees of the Travelers Group and third parties performing
work related to the implementation and administration of the Plan shall have access to the Personal Data as is necessary to fulfill their duties related
to the implementation and administration of the Plan. By accepting the Award, the Participant consents, to the fullest extent permitted by law, to the
collection, use, transfer and disclosure, electronically or otherwise, of his or her Personal Data by or to such entities for such purposes and the
Participant accepts that this may involve the transfer of Personal Data to a country which may not have the same level of data protection law as the
country in which this Award Agreement is executed. The Participant confirms that if the Participant has provided or, in the future, will provide
Personal Data concerning third parties including beneficiaries, the Participant has the consent of such third party to provide their Personal Data to
the Travelers Group for the same purposes.
The Participant understands that he or she may, at any time, request to review the Personal Data and require any necessary amendments to it by
contacting the Company in writing. Additionally, the Participant may always elect to forgo participation in the Plan or any other award program.
8
EXHIBIT A
AWARD RULES
TO TRAVELERS ’ RESTRICTED STOCK UNIT AWARD 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 Award may be cancelled before the Vesting Date and the vesting
and settlement of your Award may be affected.
The provisions in the chart below apply to Awards granted under the Plan. Depending upon your employment jurisdiction upon the Grant Date,
special rules may apply for vesting, payment, exercise and settlement of your Award 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 Award pursuant to Exhibits A and B shall be based on your employment jurisdiction
on the Grant Date.
If You:
Here’s What Happens to Your Award:
Terminate employment or your employment is
terminated by the Travelers Group for any reason
Vesting stops and all outstanding unvested restricted stock unit Awards are cancelled
effective on the Termination Date.