Exhibit 10.17
ST. PAUL TRAVELERS
EXECUTIVE OFFICER
STOCK OPTION GRANT NOTIFICATION
AND AGREEMENT
|
|
|
|
|
Participant:
|
|
Grant
Date:
|
|
Number of
Shares:
|
|
Grant
Price:
|
|
Expiration
Date:
|
|
|
1. Grant of Option. This option 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 (the
“Participant”). The Company hereby grants to the
Participant a non-qualified stock option (the “Option”)
to purchase the number of shares set forth above of the
Company’s common stock, no par value (“Common
Stock”), at an option price per share (the “Grant
Price”) set forth above, 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 Option are specified in this grant notification
and agreement, the Plan, the prospectus dated July 28, 2004 (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 exercise, all of which are hereby incorporated by
reference into this grant notification and agreement to the extent
not otherwise set forth herein. The terms, conditions and
restrictions in this grant notification and agreement, the
Prospectus, and the Plan constitute the Option agreement between
the Participant and the Company (“Agreement”). By
accepting this Option, the Participant acknowledges receipt of the
Prospectus and that he or she has read and understands the
Prospectus.
The Participant understands that this Option 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 Option is
contingent, and depends on the future market price of the
Company’s common stock, among other factors. The Participant
further confirms his or her understanding that the Option is
intended to promote employee retention and stock ownership and to
align employees’ interests with those of shareholders, is
subject to vesting conditions and will be canceled if vesting
conditions are not satisfied. Thus, Participant understands that
(a) any monetary value assigned to the Option 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 Option 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) vesting may be subject to confirmation and final
determination by the Company’s Board of Directors or a
Committee of the Board that conditions to vesting have been
satisfied. The Participant shall have no rights as a stockholder of
the Company with respect to any shares covered by this Option
unless and until the Option vests, is properly exercised and shares
of Company common stock are issued.
3. Vesting. The Option shall vest and become exercisable on
the dates set forth below, in installments equal to the percentage
amounts set forth below, multiplied by the number of shares subject
to the Agreement set forth above. The Option will expire on the
tenth (10 th ) anniversary of the Grant Date set
forth above, provided the Participant remains continuously employed
by the Company or one of its subsidiaries.
|
|
|
|
|
INSTALLMENT
PERCENTAGES
|
|
VESTING
DATES
|
4. Exercise of Option. The Option may be exercised in whole or in part
by the Participant upon notice to the Company together with
provision for payment of the Grant Price and applicable withholding
taxes. Such notice shall be given in the manner prescribed by the
Company and shall specify the date and method of exercise and the
number of shares being exercised. The Participant acknowledges that
the laws of the country in which the Participant is working at the
time of grant or exercise of the Option (including any rules or
regulations governing securities, foreign exchange, tax, or labor
matters) or Company accounting or other policies dictated by such
country’s political or regulatory climate, may restrict or
prohibit any one or more of the stock option exercise methods
described in the Prospectus, that such restrictions may apply
differently if the Participant is a resident or expatriate
employee, and that such restrictions are subject to change at any
time.
5. Termination of, and Breaks in,
Employment. The terms
and conditions se