Travelers 2014 Annual Report Download - page 329

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(ii) The Participant ’ s rights with respect to the Award are conditioned on his or her compliance with the POE Agreement at all times
after acceptance of the POE Agreement in accordance with Sections 7 and 18 hereunder.
(iii) The scope, duration and activity restrictions and limitations described in this Agreement are reasonable and necessary to protect
the legitimate business interests of the Travelers Group. The Participant acknowledges that all restrictions and limitations relating
to the Restricted Period will apply regardless of the reason the Participant
’ s employment ends. The Participant further agrees that
any alleged claims the Participant may have against the Travelers Group do not excuse the Participant
’ s obligations under this
Award Agreement.
(b) Forfeiture and Repayment Provisions. The Participant agrees that, prior to the Termination Date and during the Restricted Period (or the
Enhanced Restricted Period, as applicable), if the Participant breaches the Non
- Solicitation Conditions, the Confidentiality Conditions
and/or the POE Agreement, in addition to all rights and remedies available to the Travelers Group at law and in equity (including without
limitation those set forth in the Award Rules for involuntary termination), the Participant will immediately forfeit any portion of the Award
made under this Award Agreement that has not otherwise been previously forfeited under the Award Rules in Exhibit A and that has not
yet been paid, settled or vested. The Company may also require repayment from the Participant of any and all compensatory value that the
Participant received for the last twelve (12) months of his or her employment and through the end of the Restricted Period (or the
Enhanced Restricted Period, as applicable) from this Award or any Prior Equity Awards (including without limitation the gross amount of
any Common Stock distribution or cash payment made to the Participant upon the vesting, distribution, or settlement of any such awards,
and/or any consideration in excess of such gross amounts received by the Participant upon the sale or transfer of the Common Stock
acquired through vesting, distribution, or settlement of any such awards). The Participant will promptly pay the full amount due upon
demand by the Company, in the form of cash or shares of Common Stock at current Fair Market Value.
(c) No Limitation on the Travelers Group ’ s Rights or Remedies. The Participant acknowledges and agrees that the forfeiture and repayment
remedies under subsection 10(b) are non
- exclusive remedies and shall not limit or modify the Travelers Group ’ s other rights and remedies
to obtain other monetary, equitable or injunctive relief as a result of breach of, or in order to enforce, the terms and conditions of this
Agreement or with respect to any other covenants or agreements between the Travelers Group and the Participant or the Participant
’ s
obligations under applicable law.
(d) Award Rules. The Award Rules provide a right to payment, subject to certain conditions, following the Participant
’ s Termination Date if
the Participant meets the Retirement Rule which, among other conditions, may require that the Participant not engage in any activities that
compete with the business operations of the Travelers Group through the settlement date of the Award (such non
- compete condition may
extend beyond the Restricted Period). The remedies for a violation of such non
- compete conditions are specified in the Award Rules and
are in addition to any remedies of the Travelers Group under this Section 10.
(e) Severability. If any court determines that any of the terms and conditions of Section 9 or this Section 10 are invalid or unenforceable, the
remainder of the terms and conditions shall not thereby be affected and shall be given full effect, without regard to the invalid portions. If
any court determines that any of the terms and conditions are unenforceable because of the duration of such terms and conditions or the
area covered thereby, such court shall have the power to reduce the duration or area of such terms and conditions and, in their reduced
form, the terms and conditions shall then be enforceable and shall be enforced.
(f) Awards Subject to Recoupment. Except to the extent prohibited by law, this Award and any outstanding Prior Equity Award may be
forfeited, and the compensatory value received under such awards (including without limitation the gross amount of any Common Stock
distribution or cash payment made to the Participant upon the vesting, distribution, or settlement of such
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awards, or consideration in excess of such gross amounts received by the Participant upon the sale or transfer of the Common Stock
acquired through vesting, distribution, or settlement of the awards) may be subject to recoupment by the Company, in accordance with
the Company
’ s executive compensation recoupment policy and other policies in effect from time to time with respect to forfeiture and
recoupment of bonus payments, retention awards, cash or stock
- based incentive compensation or awards, or similar forms of
compensation, and the terms of any such policy, while it is in effect, are incorporated herein by reference. As consideration for and by
accepting the Award Agreement, the Participant agrees that all the remedy and recoupment provisions of this Section 10 shall apply to
any Prior Equity Award made by the Company to the Participant, shall be in addition to and shall not supersede any other remedies
contained or referenced in any such Prior Equity Award, and, accordingly, such Prior Equity Award shall become subject to both those
other remedies and the terms and conditions of this Section 10.
(g) Survival of Provisions. The agreements, covenants, obligations, and provisions contained in Section 9 and this Section 10 shall survive
the Participant
’ s Termination Date and the expiration of this Award Agreement, and shall be fully enforceable thereafter.
11. Consent to Electronic Delivery. In lieu of receiving documents in paper format, the Participant agrees, to the fullest extent permitted by
law, to accept electronic delivery of any documents that the Company desires or may be required to deliver (including, but not limited to,
prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all
other agreements, forms and communications) in connection with this and any other prior or future incentive award or program made or offered by
the Company or its predecessors or successors. Electronic delivery of a document to the Participant may be via a Company e
- mail system or by