Travelers 2014 Annual Report Download - page 330

reference to a location on a Company intranet site to which the Participant has access.
12.
Administration. The Company ’ s Compensation Committee or its designee administers the Plan and this Award Agreement and has the
authority to interpret any ambiguous or inconsistent terms in its sole discretion. The Participant
’ s rights under this Award Agreement are expressly
subject to the terms and conditions of the Plan and to any guidelines the Compensation Committee or its designee adopts from time to time. The
interpretation and construction by the Compensation Committee or its designee of the Plan and this Award Agreement, and such rules and
regulations as the Compensation Committee or its designee may adopt for purposes of administering the Plan and this Award Agreement, will be
final and binding upon the Participant.
13. Entire Agreement/Amendment/Survival/Assignment. The terms, conditions and restrictions set forth in the Plan and this Award
Agreement constitute the entire understanding between the parties hereto regarding the Award and supersede all previous written, oral, or implied
understandings between the parties hereto about the subject matter hereof. This Award Agreement may be amended by a subsequent writing
(including e
- mail or electronic form) agreed to between the Company and the Participant. Section headings herein are for convenience only and
have no effect on the interpretation of this Award Agreement. The provisions of the Award Agreement that are intended to survive the
Termination Date of a Participant, specifically including Sections 9 and 10 hereof, shall survive such date. The Company may assign this Award
Agreement and its rights and obligations hereunder to any current or future member of the Travelers Group.
14.
No Right to Employment. The Participant agrees that nothing in this Award Agreement constitutes a contract of employment with the
Travelers Group for a fixed duration of time. The employment relationship is “
at will, ” which affords the Participant or the Travelers Group the right
to terminate the relationship at any time for any reason or no reason not otherwise prohibited by applicable law. The Travelers Group retains the
right to decrease the Participant
’ s compensation and/or benefits, transfer or demote the Participant or otherwise change the terms or conditions of
the Participant
’ s employment with the Travelers Group. The Award granted hereunder will not form part of the Participant ’ s regular employment
compensation and will not be considered in calculating any statutory benefits or severance pay due to the Participant.
15.
No Limitation on the Company ’ s Rights. The Participant agrees that nothing in this Award Agreement shall in any way affect the
Company
’ s right or power to make adjustments, reclassifications or
7
changes in its capital or business structure or to merge, consolidate, reincorporate, dissolve, liquidate or sell or transfer all or any part of its
business or assets.
16. Transfer Restrictions. The Participant may not sell, assign, transfer, pledge, encumber or otherwise alienate, hypothecate or dispose of
the Award or his or her right hereunder to receive any Performance Shares, except as otherwise provided in the Prospectus.
17.
Conflict. In the event of a conflict between the Plan and the Award Agreement the Plan terms shall govern.
18.
Acceptance and Agreement by the Participant; Forfeiture upon Failure to Accept. By accepting this Award, the Participant agrees to be
bound by the terms, conditions, and restrictions set forth in the Plan, this Award Agreement, and the Travelers Group
’ s policies, as in effect from
time to time, relating to the Plan. The Participant
’ s rights under the Award will lapse ninety (90) days from the Grant Date and the Award will be
forfeited on such date if the Participant does not accept the Award Agreement by such date. For the avoidance of doubt, the Participant
’ s failure to
accept the Award Agreement shall not affect his or her continuing obligations under any other agreement between any member(s) of the Travelers
Group and the Participant.
19.
Waiver; Cumulative Rights. The Company ’ s failure or delay to require performance by the Participant of any provision of this Award
Agreement will not affect its right to require performance of such provision unless and until the Company has waived such performance in writing.
Each right under this Award Agreement is cumulative and may be exercised in part or in whole from time to time.
20.
Governing Law and Forum for Disputes. The Award Agreement shall be legally binding and shall be executed and construed and its
provisions enforced and administered in accordance with the laws of the State of Minnesota. The jurisdiction and venue for any disputes arising
under, or any action brought to enforce (or otherwise relating to), this Agreement will be exclusively in the courts in the State of Minnesota, City
and County of St. Paul, including the Federal Courts located therein (should Federal jurisdiction exist). The parties consent to and submit to the
personal jurisdiction and venue of courts of Minnesota and irrevocably waive any claim or argument that the courts in Minnesota are an
inconvenient forum. The Participant agrees to accept service of any court filings and process by delivery to his or her most current home address
on record with the Travelers Group via first class mail or other nationally recognized overnight delivery provider, or by any third party regularly
engaged in the service of process. As consideration for and by accepting the Award, the Participant agrees that the Governing Law and Forum for
Disputes provision of this Section 20 shall supersede any governing law, forum or similar provisions contained or referenced in any Prior Equity
Award made by the Company to the Participant, and, accordingly, such Prior Equity Award shall become subject to the terms and conditions of the
Governing Law and Forum for Disputes provisions of this Section 20.
21. Personal Data. The Participant understands that the Company and other members of the Travelers Group hold certain personal
information about the Participant, which may include, without limitation, information such as his or her name, home address, telephone number,
gender, date of birth, salary, nationality, job title, social insurance number or other such tax identity number and details of all awards or other
entitlement to shares of common stock awarded, cancelled, exercised, vested, unvested or outstanding in his or her favor (“Personal Data”
).
The Participant understands that in order for the Company to process the Participant
’ s Award and maintain a record of Performance Shares under
the Plan, the Company shall collect, use, transfer and disclose Personal Data within the Travelers Group electronically or otherwise, as necessary
for the implementation and administration of the Plan including, in the case of a social insurance number, for income reporting purposes as required
by law. The Participant further understands that the Company may transfer Personal Data, electronically or otherwise, to third parties, including but