Travelers 2014 Annual Report Download - page 326

Award or any incentive award in the past is neither an indication nor a guarantee that an incentive award of any type or amount will be made in the
future, and that absent a written agreement to the contrary, the Company is free to change its practices and policies regarding incentive awards at
any time; and (c) performance may be subject to confirmation and final determination by the Company
’ s Board of Directors or its Compensation
Committee (the “
Committee ” ) that the performance conditions have been satisfied.
The Participant shall have no rights as a stockholder of the Company with respect to any shares covered by the Award unless and until the Award
is vested and settled in shares of Common Stock.
3.
Performance Period. For purposes of the Award, the Performance Period shall be defined as the three - year period commencing XXXXX
XX, 20XX and ending XXXXX XX, 20XX.
4. Vesting. The Award shall vest in full on the last day of the Performance Period, provided the Participant remains continuously employed
within the Travelers Group through such date. If the
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Participant has a termination of, or leave from active employment prior to the last day of the Performance Period, the Participant
’ s rights are
determined under the Award Rules of Exhibit A.
5.
Settlement of Award. The number of Performance Shares vested (which shall include any additional Performance Shares credited to the
Participant
’ s account pursuant to Section 6) shall be calculated based on the Performance Shares Vesting Grid set forth in Exhibit B. The Company
shall deliver to the Participant, subject to any certification of satisfaction of the performance goal as required by the Plan in order to comply with
Section 162(m) of the Internal Revenue Code a number of shares of Common Stock equal to the number of vested Performance Shares on January 1
of the year following the end of the Performance Period or as soon as administratively practicable thereafter (but no later than March 15 of the year
following the end of the Performance Period, or the date provided pursuant to Exhibit A, if applicable). The number of shares of Common Stock
delivered to the Participant shall be reduced by a number of shares of Common Stock having a Fair Market Value on the date of delivery equal to
the tax withholding obligation.
6.
Dividend Equivalents. The Participant shall be entitled to receive additional Performance Shares with respect to any cash dividends
declared by the Company. The number of additional Performance Shares shall be determined by multiplying the number of Performance Shares
credited to the Participant
’ s account (which shall include the number of Performance Shares set forth above, plus any Performance Shares credited
in connection with dividend payments under this Section 6), times the dollar amount of the cash dividend per share of Common Stock, and then
dividing by the Fair Market Value of the Common Stock as of the dividend payment date. The Participant
’ s right to any Performance Shares
credited to the Participant
’ s account in connection with dividends shall vest in the same manner described in Section 4. As described in Section 5,
such additional Performance Shares shall be included in the total number of Performance Shares credited to the Participant
’ s account for purposes
of applying the Performance Shares Vesting Grid.
7.
Grant Conditioned on Principles of Employment Agreement.
By entering into this Award Agreement, the Participant shall be deemed to have confirmed his or her agreement to be bound by the Company
’ s
Principles of Employment Agreement in effect on the date immediately preceding the Grant Date (the “POE Agreement”
), as published on the
Company
’ s intranet site or previously distributed in hard copy to the Participant. Furthermore, by accepting the Award, the Participant agrees that
the POE Agreement shall supersede and replace the form of Principles of Employment Agreement contained or referenced in any Prior Equity
Award (as defined below) made by the Company to the Participant, and, accordingly, such Prior Equity Award shall become subject to the terms
and conditions of the POE Agreement.
8.
Acceptance of Exhibits A, B and C. The Participant agrees to be bound by the terms of the Award Rules set forth in Exhibits A, B and C
( “Award Rules” ).
9.
Acceptance of and Agreement to Non - Solicitation and Confidentiality Conditions. In consideration for the Award of Performance Shares
under this Award Agreement, the Participant agrees that the Award is conditioned upon Participant
’ s compliance with the following non -
solicitation and confidentiality conditions (the “Non - Solicitation Conditions” and the “Confidentiality Conditions,” respectively):
(a) The Company and the Participant understand, intend and agree that the Non - Solicitation Conditions of this Section 9 are intended to
protect the Travelers Group and other participants in the Plan against the Participant soliciting its employees and/or its business during
the twelve (12) month period (the “Restricted Period”
) following the date of the Participant ’ s termination of employment with the Travelers
Group (whether voluntary or involuntary) as reflected on the Travelers Group
’ s books and records (the “Termination Date” ), while
recognizing that after the Termination Date the Participant is still permitted to compete with the Travelers Group subject to the restrictions
set forth below. Nothing in this Section 9 is intended to limit any of the Travelers Group
’ s rights or claims as to any future employer of the
Participant.
(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
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brokers (its “Customers” ) through its employees. The Travelers Group has made significant investment in its employees and their ability