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.
Deferred Stock Award. The Company hereby grants to the Grantee a deferred stock award under the Plan, consisting of the right to receive shares of the Company’s common stock (“Shares”) upon the terms and conditions set forth in this Agreement.
Deferred Stock Award. The Company hereby grants to the Participant the Deferred Stock Units listed in the Notice of Grant as of the grant date specified in the Notice of Grant (the “Grant Date”). Such number of Deferred Stock Units may be adjusted from time to time pursuant to Section 10(c) of the Plan.
Deferred Stock Award. The Committee is authorized to grant Deferred Stock Awards to any Eligible Person on the following terms and conditions:
Deferred Stock Award. The Company hereby grants to the Executive a deferred stock award under the Plan, consisting of the right to receive shares of the Company’s common stock (“Shares”) upon the terms and conditions set forth in this Agreement.
Deferred Stock Award. To the extent the Company is required to withhold tax in any jurisdiction upon the settlement of the Deferred Stock Award or at such times as otherwise may be required in connection with the Deferred Stock Award, Participant acknowledges that the Company may (but is not required to) provide Participant alternative methods of paying the Company the amount due to the appropriate tax authorities (or to the Company, in the case of hypothetical tax), as determined by the Committee. If no method of tax withholding is specified at or prior to the time any tax (or hypothetical tax) is due on the Deferred Stock Award, or if Participant does not make a timely election, the Company will withhold Shares from the Shares that are distributable to Participant to fund any or any portion of tax that is required by law to be withheld. Whenever withholding in Shares is permitted or mandated by the Committee, the number of Shares to be withheld will be determined by the Company, provided however, if the value of the Shares withheld by the Company exceeds Participant’s tax liability as determined by the Company in its sole discretion, then the Company shall pay or distribute to Participant such excess amount in cash, Shares or a combination of the foregoing, as soon as is administratively practicable after all withholding tax requirements are satisfied in all applicable jurisdictions. If Participant is a current or former Citigroup Expatriate subject to tax equalization, Participant agrees to promptly pay to the Company, in cash (or by any other means acceptable to the Committee), the excess of the amount of hypothetical tax due over the tax withheld with respect to the Deferred Stock Award. Participant agrees that the Committee may require that some or all of the tax (or hypothetical tax) withholding obligations in connection with the Deferred Stock Award must be satisfied in cash only, that timely payment of such amounts when due will be considered a condition to settlement of the Deferred Stock Award, and that if the required amounts are not timely remitted to the Company, the Deferred Stock Award may be canceled. Whenever the payment of required withholding tax (or hypothetical tax) in cash is permitted or mandated by the Committee and provision for timely payment of such amounts by Participant has not been made, instead of canceling an equity award (as provided above), the Company may sell on behalf of Participant, at Participant’s market risk and expense, the number of S...
Deferred Stock Award. Subject to the conditions set forth in this Award Agreement, the Company grants to the Participant a Deferred Stock Award that entitles the Participant to receive two awards of Common Stock – a “First Stock Bonus” and a “Second Stock Bonus” (each a “Stock Bonus”). Each Stock Bonus shall be paid in Common Stock with a Fair Market Value on the applicable payment date of $[•], less the amount of any withholding taxes due any federal, state or local authority. The Participant shall become vested in the First Stock Bonus on January 1, 2018, which shall be paid on February 15, 2018 (the “First Payment Date”), and the Participant shall become vested in Second Stock Bonus on January 1, 2019, which shall be paid on February 15, 2019 (the “Second Payment Date”); provided that, notwithstanding the foregoing, the Participant shall become vested in, and paid, any remaining unpaid Stock Bonus upon the consummation of a Change in Control. For the avoidance of doubt, regardless of the vesting date, the shares of Common Stock to be paid to the Participant pursuant to the First Stock Bonus on the First Payment Date or, if applicable, upon a Change in Control, and pursuant to the Second Stock Bonus on the Second Payment Date or, if applicable, upon a Change in Control, shall have a Fair Market Value on such payment date of $[•], less the amount of any withholding taxes due any federal, state or local authority. Subject to the provisions of Section 2 hereof, the Participant shall only become vested in a Stock Bonus if the Participant is employed by the Company and has remained in continued compliance with Section 7 of the Employment Agreement through the applicable vesting date. Notwithstanding anything herein to the contrary, any fractional shares of Common Stock payable with respect to a Stock Bonus shall be eliminated on the date the Stock Bonus is paid by rounding-up.
Deferred Stock Award. The Company hereby grants to Grantee and Grantee hereby accepts, on the terms and conditions hereinafter set forth, the right (the “Award”) to receive _________________________ (___________) shares (“Shares”) of the Company’s Stock (as defined in Section 2 of the Plan) (the “Deferred Stock”) on the terms and conditions of the Plan and this Agreement, to be issued in three equal tranches as follows: • 1/3 of the Shares (“Tranche 1”) to be issued __________, 20__ (“Settlement Date 1”) • 1/3 of the Shares (“Tranche 2”) to be issued __________, 20__ (“Settlement Date 2”) • 1/3 of the Shares (“Tranche 3”) to be issued __________, 20__ (“Settlement Date 3”) Notwithstanding anything in this Agreement to the contrary, this grant shall be rescinded and no longer of any force or effect if the Grantee does not execute and return this Agreement to the Company by ___________, 20_.
Deferred Stock Award. In consideration of the Director’s services to the Company and for other good and valuable consideration, the Company shall, on the date set forth in Paragraph 4, issue to the Director ______ shares (the “Shares”) of the Company’s Common Stock, par value $.01 per share ( “Common Stock”). The number of Shares issuable to the Director pursuant to this Agreement shall be adjusted as set forth in Section 4.4 of the Plan and as set forth in Paragraph 3 below.
Deferred Stock Award. The Participant was awarded 826 deferred shares of the Common Stock (the “Deferred Shares”) under the Deferred Stock Program on the 2nd day of January 2007 (the “Award Date”).
