Travelers 2014 Annual Report Download - page 336

arbitrator shall be valid, binding, final and non - appealable. To the extent permitted by law, the arbitrator ’ s fees and expenses will be borne
equally by each party. In the event that an action is brought to enforce the provisions of this Award Agreement or the Plan pursuant to
this Section 20, each party shall pay its own attorneys
’ fees and expenses regardless of whether there is a prevailing party in the opinion
of the arbitrator deciding such action or the court in which any such arbitration award is entered. Without prejudice to the rights of the
Company under this Section, if the Participant breaches, or proposes to breach the provisions of this Award Agreement or Plan, the
Company and the Travelers Group shall be entitled, in addition to all other remedies such party may have, to a temporary, preliminary or
permanent injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to
the non
- breaching party from any court having competent jurisdiction over either party.
19
Republic of Ireland
· References in the Award Agreement and Exhibit A thereto to the POE Agreement (and related obligations thereunder) will not apply to the
Participant.
· For the avoidance of doubt, no unconditional entitlement to receive shares under the Award Agreement will arise on the last day of the
Performance Period; rather the number of shares to be delivered pursuant to the Award Agreement will only be quantifiable after the
Committee has certified the Company
’ s actual financial performance in accordance with Section 5 of the Award Agreement (and such
performance may result in zero shares being earned). Therefore an absolute entitlement to shares will only arise on the date on which
shares are actually delivered to the Participant (referred to in this Award Agreement as “settlement date”
).
· Section 14 of the Award Agreement shall be revised to read as follows:
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 definite period of time. 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, subject to applicable Irish law and the terms of the Participant
’ s employment contract.
· Section 20 of the Award Agreement shall be revised to provide that the venue for any disputes related to the Award Agreement shall be in
a court of law based in the Republic of Ireland. In all other respects, the regular provisions set forth in Section 20 of the Award Agreement
(including with respect to Minnesota governing law) shall apply.
· Further to the provisions as set out in Section 21 of the Award Agreement, the Travelers Group agrees that it will comply with the
provisions of the Data Protection Act 1988 together with the Data Protection (Amendment) Act 2003 (collectively, the “Irish DPA Act”
).
The Participant consents to the Company, the Travelers Group and any other third parties as described in Section 21 processing and
transferring their personal data (as defined in the Irish DPA 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 the 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 the Award will cease and all outstanding unvested Performance Shares will be cancelled effective on the Termination
Date.
20
United Kingdom
· References in the Award Agreement and Exhibit A thereto to the POE Agreement (and related obligations) will not apply to the
Participant.
· The Restricted Period, as defined in Section 9(a) of the Award Agreement, will include any period during which the Participant is placed
on “garden leave.”
· The restrictions under Section 9(b) of the Award Agreement related to non - solicitation of employees shall only apply with respect to
employees with whom the Participant had material dealings during the 12 months preceding the date of the Participant
’ s termination of
employment with the Travelers Group, and such restrictions shall not apply with respect to any secretarial or administrative assistant
employees of the Travelers Group.
· The “Enhanced Restricted Period” defined under Section 9(c) of the Award Agreement shall be limited to 12 months following the
Termination Date (i.e., the same duration as the normal Restricted Period). Additionally, under Section 9(c) of the Award Agreement:
(i) the restrictions relating to recruiting or solicitation of, interference with, attempting to influence or otherwise affecting any client,
customer, policyholder or agent of the Travelers Group shall be limited to such clients, customers, policyholders or agents with which the
Participant had material dealings within the 12 months preceding the Termination Date; and