Travelers 2014 Annual Report Download - page 346

by an amount intended, as of the date of this award, to approximate historical levels of credit losses (on an after - tax basis) associated with the
Company
’ s fixed income investments, determined by (i) multiplying a fixed factor, expressed as 2.25 basis points, by the amortized cost of the
Company
’ s fixed maturity investment
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portfolio at the beginning of each quarter during the relevant year in the Performance Period and (ii) adding the after
- tax sum of the amounts
resulting from (i) for such year in the Performance Period.
“Adjusted Shareholders
’ Equity ” for each year in the Performance Period is defined as the sum of the Company ’ s total common stockholders ’
equity as reported in the Company
’ s balance sheet as of the beginning and end of the year (excluding net unrealized appreciation or depreciation of
investments and adjusted as set forth in the immediately following sentence), divided by two. In calculating Adjusted Shareholders
’ Equity, the
Company
’ s total common shareholders ’ equity as of the beginning and end of the year shall be adjusted to remove the cumulative after - tax impact
of the following items during the Performance Period: (i) discontinued operations and (ii) the adjustments and reductions made in calculating
Adjusted Operating Income.
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EXHIBIT C
Special Rules Applicable to Participants Based in Certain Jurisdictions
Terms and Conditions
This Exhibit C includes additional and/or alternative terms and conditions that govern the Award granted to the Participant under The Travelers
Companies, Inc. 2014 Stock Incentive Plan (the “Plan”
) if the Participant is employed in one of the jurisdictions listed below on the Grant Date or on
the Termination Date if the Participant is employed in California immediately prior to such Termination Date. Capitalized terms used but not defined
in this Exhibit C are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit C is
applicable to the Participant (based on the Participant
’ s place of employment on the Grant Date or on the Termination Date if the Participant is
employed in California immediately prior to such Termination Date), the provisions set forth in this Exhibit C will apply to the Participant and will
supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant.
Notifications
This Exhibit C also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect
to the Participant
’ s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective
jurisdictions as of January 2015. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the
Participant should not rely on the information noted in this Exhibit C as the only source of information relating to the consequences of the
Participant
’ s participation in the Plan because the information may be out of date by the time the Participant ’ s Award hereunder is settled.
In addition, the information contained herein is general in nature and may not apply to the Participant
’ s particular situation, and the Company is not
in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to
how the relevant laws in the Participant
’ s jurisdiction may apply to the Participant ’ s situation.
Finally, the Participant understands that if he or she is a citizen or resident of a jurisdiction other than the one in which the Participant is currently
working, transfers employment after the Grant Date, or is considered a resident of another jurisdiction for local law purposes, the information
contained herein may not apply to the Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions
contained herein shall apply.
* * *
15
Brazil
· References in the Award Agreement and Exhibit A thereto to the POE Agreement (and related obligations thereunder) will not apply to the
Participant.
· 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. Nothing contained herein shall be deemed to give the Participant the right to be retained in the service of the Travelers
Group or to interfere with the right of the Travelers Group to terminate the employment of the Participant at any time.
· 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