Travelers 2014 Annual Report Download - page 325

such schemes will be exclusively governed by the rules of such schemes from time to 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
the Courts of England and Wales. In all other respects, the regular provisions set forth in Section 18 of the Award Agreement (including
with respect to Minnesota governing law) shall apply.
· Further to the provisions as set out in Section 19 of the Award Agreement, the Travelers Group agrees that it will comply with the
provisions of the Data Protection Act 1998 (the “Act”
). The Participant consents to the Company, the Travelers Group and any other
third parties as described in Section 19 processing and transferring their personal data (as defined in the Act), outside of the European
Economic Area even where the country or territory in question does not maintain adequate data protection standards.
· The provisions in Exhibit A related to the Retirement Rule shall be inapplicable to the Participant. Accordingly, upon the Participant ’ s
termination of employment for any reason other than due to death or Disability (regardless of whether the Participant meets the Retirement
Rule), vesting of
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the Award will cease and all outstanding unvested restricted stock units will be cancelled effective on the Termination Date.
· The provisions in Exhibit A related to disability shall be inapplicable to the Participant for so long as the Participant remains employed by
the Travelers Group. Accordingly, a disabled Participant who remains employed by the Travelers Group shall be treated as a continuing
employee in all respects for purposes of vesting and other rights with respect to the Award.
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Exhibit 10.46
TRAVELERS
PERFORMANCE SHARES 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 18.)
1. Grant of Performance Shares. This performance shares 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”
) for the initial number of Performance Shares set forth above 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 7.
2.
Terms and Conditions. The terms, conditions, and restrictions applicable to the Award are specified the Plan and this grant notification
and agreement, including Exhibits A, B and C (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 this 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 financial performance of the Company, 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 performance conditions and will be
cancelled if the performance or other 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
Section 7: EX-10.46 (EX-10.46)
Participant: “NAME”
Grant Date:
“ GRANT DATE ”
Number of Performance Shares: “ GRANTED ”
Performance Period: XXXXX XX, 20XX to XXXXX XX, 20XX