Travelers 2014 Annual Report Download - page 351

Period shall be the two - year period starting January 1, 2015 and ending December 31, 2016.
To determine the Participant
’ s percentage under the Performance Shares Vesting Grid set forth in Exhibit B, the “Performance Period ROE” shall be
the sum of the Adjusted ROE for each of the years in the Performance Period, divided by the number of years in the Performance Period.
5. Forfeiture Provisions. The Participant shall remain subject to the forfeiture provisions in Section 10 of the Award Agreement upon the
Participant
’ s breach of the Non - Solicitation Conditions or Confidentiality Conditions (contained in the Award Agreement) and/or the Principles of
Employment Agreement. However, if the Participant
’ s termination of employment without Cause or for Good Reason otherwise falls under the
“Retirement Rule” set forth in Exhibit A, the Participant shall not be subject to the non
- competition requirements otherwise attendant to the
Retirement Rule. Notwithstanding any contrary provision of this Award Agreement (including the Award Rules of Exhibit A), the number of
Performance Shares due to the Participant shall not be prorated in the event of a termination of employment without Cause, for Good Reason, or
due to death or Disability.
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Exhibit 10.48
TRAVELERS
NON - EMPLOYEE DIRECTOR
NOTIFICATION AND AGREEMENT OF ANNUAL DEFERRED
STOCK AWARD TO [NAME]
February 3, 2015
1.
General. This notification (“Notification” ) is being provided to you (the “Participant” ), as a non - employee director (“Director” ) of The
Travelers Companies, Inc. (the “Company”
), in connection with the Deferred Stock Award set forth below (the “Award” ) that has been
made pursuant to: (i) the Company
’ s Board of Directors revised compensation program adopted by the Company ’ s Board of Directors (the
“Board”
) as of May 28, 2014, as the same may be amended by the Board from time - to - time; and (ii) The Travelers Companies, Inc. 2014
Stock Incentive Plan (the “
2014 Plan ” ). The Award was made on February 3, 2015 (the “Grant Date” ).
2.
Deferred Stock Award. The Company hereby grants to you X,XXX deferred common stock units (each unit being equivalent to one
share of the Company
’ s common stock, no par value (“Common Stock” ) and referred to herein as a “Unit” , and collectively as “Units” ).
The Award is subject to the following vesting, distribution and other requirements:
A. The Units will vest in full one day prior to the date of the annual shareholder meeting occurring in the year following the year of
the date of grant (the “vesting date”
) so long as you continuously serve on the Board through the vesting date, subject to the
termination of service provisions set forth below.
B. After the Units have vested, actual shares of Common Stock will be distributed in exchange for Units either in a lump sum or in
annual installments, as you may elect, to be paid or commence six (6) months following your termination of service on the Board,
or such later date you may elect, pursuant to The Travelers Companies, Inc. Deferred Compensation Plan For Non
- Employee
Directors (the “Directors Deferred Plan”
), which elections must have been made prior to the beginning of the calendar year of this
Award.
C. Upon termination of your service on the Board, other than for death, Unit grants, to the extent not then vested, will be forfeited.
D. Upon death, unvested Units will vest immediately, and shares of Common Stock will be distributed to your estate as soon as
practicable thereafter, or, with respect to deferred Units, will be distributed in accordance with the terms of the Directors Deferred
Plan.
E. If the Company declares a cash dividend on the Common Stock, dividend equivalents attributable to Units will be automatically
granted and deemed reinvested in additional Units as of the last day of the quarter in which the dividend was paid. The number
of dividend equivalent Units shall equal the cash dividend equivalent divided by the closing price of the Common Stock on the
New York Stock Exchange on the dividend payment date.
3. Miscellaneous.
A. Shares of Common Stock subject to a Unit that has vested may be withheld by the Company if required to satisfy applicable tax
withholding obligations of the Company. In such case, shares of Common Stock net of such withholding will be distributed to
you, unless you pay the tax withholding in cash. If the Company does not have a tax withholding obligation, then no shares of
Common Stock will be withheld, and instead
Section 9: EX-10.48 (EX-10.48)