Travelers 2014 Annual Report Download - page 321

9
Retirement Rule
If, as of your Termination Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of
service, then you meet the “Retirement Rule.”
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.
10
EXHIBIT B
Special Rules Applicable to Participants Based in Certain Jurisdictions
Terms and Conditions
other than due to death or disability (but you do not
meet the Retirement Rule)
Become disabled (as defined under the Travelers
Group ’ s applicable long - term disability plan or policy
covering disabilities in your employment
jurisdiction)
The restricted stock unit Award Shares will continue to vest and the shares will be issued
and distributed to you upon the Vesting Date for the Award.
Take an approved personal leave of absence approved
by the Travelers Group under its Personal Leave
Policy, if applicable
The vesting of outstanding restricted stock unit Awards will continue during the first
three months of an approved personal leave of absence. Once the approved leave of
absence exceeds three months, vesting is suspended until you return to work with the
Travelers Group and remain actively employed for 30 calendar days, after which time
vesting will be restored retroactively. If you terminate employment during the leave for
any reason, the termination of employment provisions will apply. If leave exceeds one
year, all restricted stock unit Awards will be cancelled.
Are on an approved family leave, medical leave,
dependent care leave, military leave, or other
statutory leave of absence or notice leave (including,
without limitation, “ garden leave ” , but not including
any period corresponding to pay in lieu of notice,
severance pay or other monies on account of the
cessation of your employment)
Outstanding unvested restricted stock unit Awards will continue to vest while you are on
such leave.
Die while you are employed or
Outstanding unvested restricted stock unit Awards will vest
following employment while your Award is
outstanding
immediately and the shares will be issued and distributed to your estate as soon as
practical thereafter.
If You:
Meet the Retirement
Rule (subject to
Exhibit B, if applicable)
Your restricted stock unit Award Shares will be multiplied by a fraction, the numerator of which is the number of days
from the Grant Date to the Termination Date, and the denominator of which is the number of days in the original
vesting period for the restricted stock unit Award. At your retirement, any Award Shares in excess of that amount
determined under the immediately preceding sentence will be forfeited and cancelled.
The restricted stock unit Award Shares that you retain will continue to vest and the shares will be issued and
distributed to you upon the Vesting Date for the Award, provided that, during the period prior to the Vesting Date, 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 called for under the above rules, you will be required to certify 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.