Travelers 2014 Annual Report Download - page 332

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Retirement Rule
If, as of your Termination Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service, or (iii) age 55 with 10 or more full years of
service, then you meet the “Retirement Rule.”
The Retirement Rule does not apply if you were involuntarily terminated for gross misconduct or for cause (as determined by the Committee or its
designee in its sole discretion). If you retire and do not meet the Retirement Rule, you will be considered to have resigned.
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will be restored retroactively. If you terminate employment during the
leave for any reason, the applicable termination of employment
provisions will apply. If your personal leave of absence exceeds one
year, your rights under the Award are cancelled and your right to the
Performance Shares is
forfeited.
Are on an approved family leave, medical leave, dependent care leave,
military leave, or other statutory leave of absence or notice leave
(including, without limitation, “ garden leave, ” but not including any
period corresponding to pay in lieu of notice, severance pay or other
monies on account of the cessation of your employment)
Your rights under the Award continue when you are on such leave of
absence.
Die while employed or following employment while your Award is
outstanding
Your estate will be entitled to receive a number of shares of Common
Stock equal to the initial number of Performance Shares set forth at the
beginning of the Award, plus any Performance Shares credited as
dividend equivalents in connection with the dividends paid or payable
as of the date of your death, multiplied by a fraction equal to the number
of days in the Performance Period from the first day of the Performance
Period to your date of death, divided by the total number of days in the
Performance Period. Any such shares will be delivered as soon as
administratively possible following your death. No Performance Shares
shall be credited with respect to any cash dividends paid by the
Company after the date of the Participant
’ s death but prior to the
distribution with respect to Performance Shares already credited to the
Participant
’ s account.
If You:
Meet the Retirement Rule (subject to Exhibit C, if applicable)
You will be entitled to receive a number of shares of Common Stock
equal to the shares you would have received, if any, if your
employment had not terminated due to retirement in accordance with
the Retirement Rule, multiplied by a fraction equal to the number of
days from the first day of the Performance Period to the Termination
Date, divided by the total number of days in the Performance Period.
Any such shares will be received at the time of settlement of the
Performance Shares after the end of the Performance Period. You will
have a right to payment under the Retirement Rule provided that, prior
to the time of settlement, you do not engage in any activities that
compete with the business operations of the Travelers Group (as
determined by the Committee or its designee in its sole discretion),
including, but not limited to, working for another insurance company
engaged in the property casualty insurance business as either an
employee or independent contractor. You are not subject to this non
-
compete provision if you are terminated involuntarily, but you remain
subject to Sections 9 and 10 of the Award Agreement, and the POE
Agreement.
When called for under the above rules, as a condition to receiving
payment, you will be
required to certify to the Company that you have not engaged in any
activities that compete with the business operations of the Travelers
Group since your Termination Date, and provide such other evidence of