Exhibit 10.17
TRAVELERS RESTRICTED STOCK UNIT AWARD
NOTIFICATION AND AGREEMENT
(This grant must be accepted by
. on
, or it will be forfeited. Refer below to
Section 11.)
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Participant:
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Grant
Date:
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Number
of Award Shares:
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Vesting Date:
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1. Grant of Restricted Stock
Units. This restricted stock unit award
(“Award”) is made pursuant to The Travelers 2004 Stock
Incentive Plan (the “Plan”), by The Travelers
Companies, Inc. (the “Company”) to you (the
“Participant”), an employee of the Company or a
subsidiary of the Company. The Company hereby grants to the
Participant as of the Grant Date a right to receive the number of
Company Common Stock, (“Award Shares”) upon the Vesting
Date as set forth above, subject to 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 and the prospectus dated February 5,
2008 (titled “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, and cancellation, all of which are
hereby incorporated by reference into this award 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
(“Agreement”). By accepting the Award, the Participant
acknowledges receipt of the Prospectus and that he or she has read
and understands the Prospectus.
The Participant
understands that the 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 market price of the Common Stock, 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 vesting conditions and will be cancelled if vesting
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 the 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) 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.
3. Vesting and
Payment. The right to receive the Award Shares granted
in this Award shall vest in full on the Vesting Date set forth
above, provided the Participant remains continuously employed by
the Company or one of its subsidiaries, has not received notice of
termination of his or her employment and any other terms and
conditions set forth in the Agreement or Plan are satisfied. If the
Participant’s employment with the Company and its
subsidiaries terminates, the Participant’s right to receive
the Award Shares will be determined in accordance with
Section 6.
Shares of Common Stock,
which will be issued by the Company, will be issued and delivered
to the Participant as soon as practicable after the Vesting Date,
with the number of shares of Common Stock being equal to the number
of vested Award Shares.
4. Transfer
Restrictions. The Participant may not sell, assign,
transfer, pledge, encumber or otherwise alienate, hypothecate or
dispose of this Award or his or her right hereunder to receive any
Award Shares.
5. 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 desire or 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.
6. Termination of, and Breaks
in, Employment. The terms and conditions set forth on
Exhibit A hereto shall apply with respect to terminations of,
and breaks in, employment.
7. 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
this 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.
8. 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.
9. Dispute and Claims
Resolution; Conflict. Any disputes, claims and
counterclaims under this Agreement shall be resolved in accordance
with any internal dispute resolution policy of the Company in
effect from time to time, including any arbitration provisions
thereof. In the event of a conflict between the Plan and this
grant notification and agreement, or the terms, conditions, and
restrictions of the Award as specified in the Prospectus, the Plan
shall control.
10. 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 B, 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 B.
11. 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. The Participant’s rights under the Award will
lapse at 12:00 a.m. on June 3, 2008 and the Award will be
forfeited on such date if the Participant does not accept the Award
by clicking the button below on or before 11:59 p.m. on
June 2, 2008.
EXHIBIT A
To
Travelers Restricted Stock Unit Award Notification and
Agreement
When you leave the Company
References to
“you” or “your” are to the
Participant. “Termination date” refers to the
date of termination of your employment as reflected on the books
and records of the Company.
If you terminate your
employment or if there’s a break in your employment, your
Awards may be cancelled before the end of the vesting term and the
vesting of your Awards may be affected.
The provisions in the
chart below apply to Awards granted under the Plan. Special
rules apply for vesting in cases of termination if you satisfy
certain age and years of service requirements (“Retirement
Rule”) set forth below.
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If you:
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Here’s what happens to Your Restricted Stock Units:
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Resign, or retire (and do not
meet the Retirement Rule)
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Vesting stops and all
outstanding unvested restricted stock unit Awards are cancelled
effective on the termination date.
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Become
disabled (as defined under the Company’s applicable long-term
disability plan)
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During the first 9
months of approved long-term disability leave and until your
employment is terminated following such leave, outstanding
restricted stock unit Awards will continue to vest on schedule.
Your approved long-term disability leave does not commence until
you have completed your approved short-term disability leave
(generally 13 weeks). Upon termination of your employment after
your disability leave period ends (which occurs 9 months after your
transition to long-term disability or your transition to unpaid
leave if you do not have long-term disability coverage under the
long-term disability component of the Travelers disability
program), all outstanding restricted stock unit Awards will vest
immediately.
Shares will be
distributed to you as soon as practical after your termination of
employment. However, if you are considered a “specified
employee” under the tax laws (which generally includes the
top 50 officers ranked by included compensation), your restricted
stock unit Awards will vest at your termination of employment, but
shares of Common Stock will not be issued and distributed to you
until six months following your termination of employment or, if
earlier, on the originally scheduled vesting date for the
restricted stock unit Awards.
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Take
an approved personal leave of absence
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The vesting of
outstanding restricted stock unit Awards will continue during the
first three months of an approved personal leave of absence. Once
the approved leave of absence exceeds three months, vesting is
suspended until you return to work and remain actively employed for
30 calendar days, after which time vesting will be restored
retroactively. If you terminate employment during the leave for any
reason, the termination of employment provisions will apply. If
leave exceeds one year, all restricted stock unit Awards will be
cancelled.
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Are on
an approved family leave, medical leave, dependent care leave,
military leave, or other statutory leave of absence
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Outstanding unvested
restricted stock unit Awards will continue to vest while you are on
an approved leave.
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Die
while you are employed or following employment while your Award is
outstanding
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Outstanding unvested
restricted stock unit Awards will vest immediately and the shares
will be issued and distributed to your estate as soon as practical
thereafter.
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Ar
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