Travelers 2014 Annual Report Download - page 349

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
(ii) the references to “business” ( aside from references to “book of business” ) shall be limited to business activities with which the
Participant was materially involved during the 12 months preceding the Termination Date.
· Section 14 of the Award Agreement shall be replaced with the following:
14. No Right to Employment . The Participant agrees that nothing in this Award Agreement guarantees employment with any member
of the Travelers Group for a fixed duration of time. Each member of 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 law and the terms of the Participant
’ s employment contract. Upon termination
of the Participant
’ s employment (for whatever reason) the Participant will have no rights as a result of this Award Agreement or any
alleged breach of this Award Agreement or otherwise to any compensation under or in respect of any shares, share options, restricted
stock units, long
- term incentive plans or any other profit sharing scheme in which the Participant may participate or have received grants
or allocations on or before the date on which the Participant
’ s employment terminates. Any rights which the Participant may have under
such schemes will be exclusively governed by the rules of such schemes from time to 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
the Courts of England and Wales. 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 1998 (the “Act”
). The Participant consents to the Company, the Travelers Group and any other third
parties as described in Section 19 processing and transferring their personal data (as defined in the Act), outside of the European
Economic Area even where the country or territory in question does not maintain adequate data protection standards.
· In the event a Participant becomes disabled the language under “Here ’ s What Happens to Your Award” in Exhibit A shall be replaced
with the following:
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If you have been disabled for 12 continuous months and not otherwise terminated your employment, you will be entitled, as of the first
day following such 12
- month period (the “disability date” ), to receive the number of shares of Common Stock you would have received, if
any, if you had not become disabled, multiplied by a fraction equal to the number of days from the first day of the Performance Period to
the disability date, divided by the total number of days in the Performance Period. You are considered “disabled” if you are disabled for
employment purposes and will be presumed disabled if you qualify for a long - term disability benefit. Any such shares will be received at
the time of settlement of the Performance Shares after the end of the Performance Period.
· The provisions in 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.
· The provisions in Exhibit A related to disability shall be inapplicable to the Participant for so long as the Participant remains employed by
the Travelers Group. Accordingly, a disabled Participant who remains employed by the Travelers Group shall be treated as a continuing
employee in all respects for purposes of vesting and other rights with respect to the Award.
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