Travelers 2015 Annual Report Download - page 264

EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information as of December 31, 2015 regarding the Company’s
equity compensation plans. The only plan pursuant to which the Company may currently make
additional equity grants is The Travelers Companies, Inc. 2014 Stock Incentive Plan (the 2014 Incentive
Plan) which, upon approval by the Company’s shareholders in May 2014, replaced the Amended and
Restated 2004 Stock Incentive Plan, as amended (the 2004 Incentive Plan). The 2004 Incentive Plan
had replaced prior share-based incentive plans (legacy plans), which were then terminated. Outstanding
grants were not affected by the termination of these legacy plans.
Number of securities
Number of remaining available for
securities to be future issuance under
issued upon exercise Weighted average equity compensation
of outstanding exercise price of plans (excluding
options, warrants outstanding options, securities reflected in
and rights warrants and rights column (a))
Plan Category (a) (b) (c)
Equity compensation plans approved by
security holders(1) ................. 13,725,724(2) $74.50 per share(3) 7,166,384(4)
(1) In addition to the 2004 Incentive Plan and the 2014 Incentive Plan, also included are certain plans
for employees in the United Kingdom and the Republic of Ireland and The Travelers Deferred
Compensation Plan for Non-Employee Directors. Shares delivered under these plans are issued
pursuant to the 2004 Incentive Plan and the 2014 Incentive Plan.
(2) Total includes (i) 9,892,037 stock options, (ii) 1,589,077 performance shares and dividend
equivalents accrued thereon (assuming issuance of 100% of performance shares granted),
(iii) 1,881,865 restricted stock units, (iv) 266,939 director deferred stock awards and dividend
equivalents accrued thereon and (v) 95,806 common stock units credited to the deferred
compensation accounts of certain non-employee directors in lieu of cash compensation, at the
election of such directors.
(3) The weighted average exercise prices for both the 2004 Incentive Plan and the 2014 Incentive Plan
relate only to stock options. The calculation of the weighted average exercise price does not
include outstanding equity awards that are received or exercised for no consideration and also does
not include common stock units credited to the deferred compensation accounts of certain
non-employee directors at fair market value in lieu of cash compensation at the election of such
directors.
(4) These shares are available for grant as of December 31, 2015 under the 2014 Incentive Plan
pursuant to which the Compensation Committee of the board of directors may make various stock-
based awards including nonqualified stock options, incentive stock options, stock appreciation
rights, restricted stock, restricted stock units, deferred stock, deferred stock units, performance
awards and other stock-based or stock-denominated awards with respect to the Company’s
common stock. This includes 10 million shares initially authorized for issuance under the 2014
Incentive Plan and shares subject to awards under the 2004 Incentive Plan that expired, were
cancelled, forfeited, settled in cash or otherwise terminated without the issuance of shares.
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