Travelers 2014 Annual Report Download - page 322

This Exhibit B includes additional and/or alternative terms and conditions that govern the Award granted to the Participant under The Travelers
Companies, Inc. 2014 Stock Incentive Plan (the “Plan”
) if the Participant is employed in one of the jurisdictions listed below on the Grant Date or on
the Termination Date if the Participant is employed in California immediately prior to such Termination Date. Capitalized terms used but not defined
in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is
applicable to the Participant (based on the Participant
’ s place of employment on the Grant Date or on the Termination Date if the Participant is
employed in California immediately prior to such Termination Date), the provisions set forth in this Exhibit B will apply to the Participant and will
supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant.
Notifications
This Exhibit B also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect
to the Participant
’ s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective
jurisdictions as of January 2015. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the
Participant should not rely on the information noted in this Exhibit B as the only source of information relating to the consequences of the
Participant
’ s participation in the Plan because the information may be out of date by the time the Participant ’ s Award hereunder is settled.
In addition, the information contained herein is general in nature and may not apply to the Participant
’ s particular situation, and the Company is not
in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to
how the relevant laws in the Participant
’ s jurisdiction may apply to the Participant ’ s situation.
Finally, the Participant understands that if he or she is a citizen or resident of a jurisdiction other than the one in which the Participant is currently
working, transfers employment after the Grant Date, or is considered a resident of another jurisdiction for local law purposes, the information
contained herein may not apply to the Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions
contained herein shall apply.
* * *
11
Brazil
· 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. 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.
· 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 Brazil, at the city where the participant renders his/her services.
· The second and third sentences under the heading “Retirement Rule” in Exhibit A shall be revised to read as follows:
· The Retirement Rule does not apply if you were terminated for cause (as determined by the Brazilian Labor Law). If you are retiree
and do not meet the Retirement Rule by the time of your termination, the vesting of your Award will stop and the unvested
portion of your Award will be cancelled effective on the Termination Date.
12
California
· If the Participant is employed in the State of California immediately prior to the Termination Date, then Sections 7(b) and 7(c) of the Award
Agreement shall be restated to read as follows:
7(b) Non - Solicitation of Employees. The Participant acknowledges that the Travelers Group sustains its operations and the goodwill
of its clients, customers, policyholders, producers, agents and brokers (its “Customers”
) through its employees. The Travelers Group has
made significant investment in its employees and their ability to establish and maintain relationships with each other and with the
Travelers Group
’ s Customers in order to further its operations and cultivate goodwill. The Participant acknowledges that the loss of the
Travelers Group
’ s employees could adversely affect its operations and jeopardize the goodwill that has been established through these
employees, and that the Travelers Group therefore has a legitimate interest in preventing the solicitation of its employees. Accordingly,
the Participant hereby agrees that during the Restricted Period, the Participant will not, directly or indirectly, seek to recruit or solicit,
attempt to influence or assist, participate in, or promote the solicitation of the employment of any person who was or is employed by the
Travelers Group at any time during the last three months of the Participant
’ s employment or during the Restricted Period. The Participant
shall not engage in the aforesaid conduct through a third party for the purpose of colluding to avoid the restrictions in this Section 7(b).
Without limiting the generality of the restrictions under this Section 7(b), by way of example, the restrictions under this Section shall