Exhibit 10.20
ST. PAUL TRAVELERS
PERFORMANCE SHARE AWARD
NOTIFICATION AND AGREEMENT [U. S.]
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Participant:
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Grant Date:
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Target Number of Performance
Shares:
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Performance Period: January 1, 2006 to
December 31, 2008
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1.
Grant of Performance
Shares. This performance
share award is granted pursuant to The St. Paul Travelers
Companies, Inc. 2004 Stock Incentive Plan (the
“Plan”), by The St. Paul Travelers Companies, Inc.
(the “Company”) to you, an employee of the Company or a
subsidiary of the Company (the “Participant”). The
Company hereby grants to the Participant an award for the target
number of Performance Shares set forth above (the
“Award”), pursuant to the Plan, as it may be
amended from time to time, and subject to the terms, conditions,
and restrictions set forth herein.
2.
Terms and Conditions
. The terms, conditions, and
restrictions applicable to the Award are specified in this award
notification and agreement, the Plan, the prospectus dated
[ ]
(titled “St. Paul Travelers Equity Awards”), and any
applicable prospectus supplement (together, the
“Prospectus”). The terms, conditions and restrictions
in the Prospectus include, but are not limited to, provisions
relating to amendment, vesting, cancellation, and settlement, all
of which are hereby incorporated by reference into this grant
notification and agreement. The terms, conditions and restrictions
in this award notification and agreement, the Prospectus, and the
Plan constitute the Award agreement between the Participant and the
Company (the “Agreement”). By accepting this Award, the
Participant acknowledges receipt of the Prospectus and that he or
she has read and understands the Prospectus.
The Participant understands that this Award and
all other incentive awards are entirely discretionary and that no
right to receive an award exists absent a prior written agreement
with the Company to the contrary. The Participant also understands
that the value that may be realized, if any, from the Award is
contingent, and depends on the future financial performance of the
Company, among other factors. The Participant further confirms his
or her understanding that the Award is intended to promote employee
retention and stock ownership and to align employees’
interests with those of shareholders, is subject to performance
conditions and will be canceled if the performance conditions are
not satisfied. Thus, Participant understands that (a) any
monetary value assigned to the Award in any communication regarding
the Award is contingent, hypothetical, or for illustrative purposes
only, and does not express or imply any promise or intent by the
Company to deliver, directly or indirectly, any certain or
determinable cash value to the Participant; (b) receipt of
this Award or any incentive award in the past is neither an
indication nor a guarantee that an incentive award of any type or
amount will be made in the future, and that absent a written
agreement to the contrary, the Company is free to change its
practices and policies regarding incentive awards at any time; and
(c) performance may be subject to confirmation and final
determination by the Company’s Board of Directors or a
Committee of the Board that the performance conditions have been
satisfied. The Participant shall have no rights as a stockholder of
the Company with respect to any shares covered by this Award unless
and until the Award is earned and settled in shares of Common
Stock.
3.
Performance Period.
For purposes of this Award, the
Performance Period shall be defined as the three-year period
commencing January 1, 2006 and ending December 31,
2008.
4.
Vesting. The Participant’s right to the Performance
Shares vests on the last day of the Performance Period if the
Participant remains continuously employed by the Company or one of
its subsidiaries on such day. If the Participant’s employment
with the Company and its subsidiaries terminates during the
Performance Period, the Participant’s rights to the
Performance Shares will be determined in accordance with
Exhibit A.
5.
Settlement of Award.
The number of Performance Shares
earned by the Participant (which shall include any additional
Performance Shares credited to the Participant’s account
pursuant to Section 6) shall be calculated based on the
Performance Earnout Schedule table set forth in
Exhibit B. The Company shall deliver to the Participant,
subject to any certification of satisfaction of the performance
goal as required by the Plan in order to comply with
Section 162(m) of the Internal Revenue Code, a number of
shares of Common Stock equal to the number of vested and earned
Performance Shares on January 1 of the year following the end
of the Performance Period or as soon as administratively
practicable thereafter (but no later than March 15 of the year
following the end of the Performance Period). The number of shares
of Common Stock delivered to the Participant shall be reduced by a
number of shares of Common Stock having a Fair Market Value on the
date of delivery equal to the tax withholding obligation, unless
the Plan administrator is notified in advance of the Award
settlement and the Participant elects another method for tax
withholding.
6.
Dividend Equivalents.
The Participant shall be entitled to
receive additional Performance Shares with respect to any cash
dividends declared by the Company. The number of additional
Performance Shares shall be determined by multiplying the number of
Performance Shares credited to the Participant’s account
(which shall include the target number of Performance Shares set
forth above, plus any Performance Shares credited in connection
with dividend payments under this Section 6), times the dollar
amount of the cash dividend per share of Common Stock, and then
dividing by the Fair Market Value of the Common Stock as of the
dividend payment date. The Participant’s right to any
Performance Shares credited to the Participant’s account in
connection with dividends shall vest in the same manner described
in Section 4. As described in Section 5, such additional
Performance Shares shall be included in the total number of
Performance Shares credited to the Participant’s account for
purposes of applying the Performance Earnout Schedule.
7.
Consent to Electronic
Delivery. In lieu of
receiving documents in paper format, the Participant agrees, to the
fullest extent permitted by law, to accept electronic delivery of
any documents that the Company may be required to deliver
(including, but not limited to, prospectuses, prospectus
supplements, grant or award notifications and agreements, account
statements, annual and quarterly reports, and all other forms or
communications) in connection with this and any other prior or
future incentive award or program made or offered by the Company or
its predecessors or successors. Electronic delivery of a document
to the Participant may be via a Company e-mail system or by
reference to a location on a Company intranet or internet site to
which Participant has access.
8.
Administration.
In administering the Plan, or to
comply with applicable legal, regulatory, tax, or accounting
requirements, it may be necessary for the Company or the
subsidiary employing the Participant to transfer certain
Participant data to the Company, its subsidiaries, outside service
providers, or governmental agencies. By accepting the Award, the
Participant consents, to the fullest extent permitted by law, to
the use and transfer, electronically or otherwise, of his or her
personal data to such entities for such purposes.
9.
Entire Agreement; No Right to
Employment. The Agreement
constitutes the entire understanding between the parties hereto
regarding the Award and supersedes all previous written, oral, or
implied understandings between the parties hereto about the subject
matter hereof. Nothing contained herein, in the Plan, or in the
Prospectus shall confer upon the Participant any rights to
continued employment or employment in any particular position, at
any specific rate of compensation, or for any particular period of
time.
10.
Arbitration; Conflict.
Any disputes under this Agreement
shall be resolved by arbitration in accordance with the
Company’s arbitration policies. In the event of a conflict
between the Plan and this award notification and agreement, or the
terms, conditions, and restrictions of the Award as specified in
the Prospectus, the Plan shall control.
11.
Non-Solicitation and
Non-Disclosure Agreement . The Participant agrees to be bound by the
terms of the Non-Solicitation and Non-Disclosure Agreement attached
hereto as Exhibit C, which provides for the consequences set
forth therein in the event the Participant breaches the
non-solicitation and non-disclosure covenants contained therein, as
more fully described in Exhibit C.
12.
Acceptance and Agreement by
Participant; Forfeiture upon Failure to Accept
. By clicking the button below,
Participant accepts the Award and agrees to be bound by the terms,
conditions, and restrictions set forth in the Prospectus, the Plan,
this notification and agreement, the Non-Solicitation and
Non-Disclosure Agreement and the Company’s policies, as in
effect from time to time, relating to the Plan.
2
EXHIBIT A
To St. Paul Travelers Performance
Share Award Notification and Agreement
When you leave the
Company
References to “you” or
“your” are to the Participant
If you terminate your employment or if
there’s a break in your employment, your Award may be
canceled before the end of the Performance Period and your rights
to vesting and settlement of your Award may be
affected.
The provisions in the chart below apply to
Awards made under the Plan. Additional rules for vesting and
settlement of your Award apply in cases of termination if you
satisfy certain age and years of service requirements (“
Retirement Rule ”), as set forth in “Retirement
Rule” below.
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If you:
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Here’s what happens to Your
Award:
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Resign, or retire (and do not meet the
Retirement Rule)
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Your rights under the Award are cancelled and
your right to the Performance Shares is forfeited.
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Become disabled (as defined under the
Company’s applicable long-term disability
plan)
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You will be entitled to receive a payout equal
to the number of shares of Common Stock you would have received, if
any, if your employment had not terminated due to disability,
multiplied by a fraction equal to the number of days worked in the
Performance Period divided by the total number of days in the
Performance Period. Any such payout will be made at the time of
settlement of the Performance Shares after the end of the
Performance Period.
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Take an approved personal leave of
absence
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Your rights under the Award continue when you
are on such leave of absence for up to three months. Once your
approved leave of absence exceeds three months, your rights under
the Award are
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