Travelers 2014 Annual Report Download - page 343

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
not limited to such third parties as outside tax, accounting, technical and legal consultants when such third parties are assisting the Company or
other members of the Travelers Group in the implementation and administration of the Plan. The Participant understands that such recipients may
be located within the jurisdiction of residence of the Participant, or within the United States or elsewhere and are subject to the legal requirements
in those jurisdictions applicable to those organizations, for example, lawful
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requirements to disclose personal information such as the Personal Data to government authorities in those countries. The Participant understands
that the employees of the Travelers Group and third parties performing work related to the implementation and administration of the Plan shall have
access to the Personal Data as is necessary to fulfill their duties related to the implementation and administration of the Plan. By accepting the
Award, the Participant consents, to the fullest extent permitted by law, to the collection, use, transfer and disclosure, electronically or otherwise, of
his or her Personal Data by or to such entities for such purposes and the Participant accepts that this may involve the transfer of Personal Data to a
country which may not have the same level of data protection law as the country in which this Award Agreement is executed. The Participant
confirms that if the Participant has provided or, in the future, will provide Personal Data concerning third parties including beneficiaries, the
Participant has the consent of such third party to provide their Personal Data to the Travelers Group for the same purposes.
The Participant understands that he or she may, at any time, request to review the Personal Data and require any necessary amendments to it by
contacting the Company in writing. Additionally, the Participant may always elect to forgo participation in the Plan or any other award program.
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EXHIBIT A
AWARD RULES
TO TRAVELERS ’ PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT
When you leave the Travelers Group
References to “you” or “your” are to the Participant. “Termination Date” is defined in Section 9(a) of the Award Agreement and means the date of
the termination of your employment with the Traveler Group (whether voluntary or involuntary) as reflected on the books and records of the
Travelers Group.
If you terminate your employment or if there is a break in your employment, your Award may be cancelled before the end of the Performance Period
and the vesting and settlement of your Award may be affected.
The provisions in the chart below apply to Awards granted under the Plan. Depending upon your employment jurisdiction upon the Grant Date,
special rules may apply for vesting, payment and settlement of your Award in cases of termination of employment if you satisfy certain age and
years of service requirements (“Retirement Rule”
), as set forth in “Retirement Rule” below. Participants based in countries outside the United
States on the Grant Date or in California immediately prior to the Termination Date should refer to Exhibit C for special rules that apply. For the
avoidance of doubt, the applicable vesting terms for your Award pursuant to Exhibits A, B and C shall be based on your employment jurisdiction
on the Grant Date.
If You:
Here’s What Happens to Your Award:
Terminate employment or your employment is terminated by the
Your rights under the Award are cancelled and your right to the