Retirement Rule. If, as of your Termination Date (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave), you are at least (i) age 62 with one or more full years of service or (ii) age 55 with 10 or more full years of service, then you meet the "Retirement Rule." The Retirement Rule will not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Company in its sole discretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. Meet the Retirement Rule (subjectto Exhibit C, if applicable) You will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule. Any such shares will be received at the time of settlement of the performance shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 and 10 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and provide such other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award will be immediately forfeited and any portion of the Award previously paid to you will be subject to recoupment by the Company in accordance with Section 10(f) of the Award Agreement. ≥16.0% 200% (Maximum) 14.5 180 13.0 160 12.5 150 12.0 140 11.5 130 11.0 120 10.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levels, the percentage of performance shares vested shall be interpolated (for example, if Performance Period XXX is 13.75%, 170% of the performance shares would be vested).
Appears in 2 contracts
Samples: Performance Shares Award Agreement (Travelers Companies, Inc.), Performance Shares Award Agreement (Travelers Companies, Inc.)
Retirement Rule. If, as of your Termination Date (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave), you are at least (i) age 65, (ii) age 62 with one or more full years of service service, or (iiiii) age 55 with 10 or more full years of service, then you meet the "Retirement Rule." The Retirement Rule will not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Company in its sole discretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. Meet the Retirement Rule (subjectto subject to Exhibit CB, if applicable) You Your restricted stock unit Award Shares will be entitled to receive multiplied by a fraction, the numerator of which is the number of shares of Common Stock equal days from the Grant Date to the shares Termination Date, and the denominator of which is the number of days in the original vesting period for the restricted stock unit Award. At your retirement, any Award Shares in excess of that amount determined under the immediately preceding sentence will be forfeited and cancelled. The restricted stock unit Award Shares that you would have received, if any, if your employment had not terminated due retain will continue to retirement in accordance with vest and the Retirement Rule. Any such shares will be received at issued and distributed to you upon the time of settlement of Vesting Date for the performance shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule Award, provided that, during the period prior to the time of settlementVesting Date, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award will be immediately forfeited and any portion of the Award previously paid to you will be subject to recoupment by the Company in accordance with Section 10(f8(f) of the Award Agreement. ≥16.0% 200% This Exhibit B includes additional and/or alternative terms and conditions that govern the Award granted to the Participant under The Travelers Companies, Inc. Amended and Restated 2014 Stock Incentive Plan (Maximumthe “Plan”) 14.5 180 13.0 160 12.5 150 12.0 140 11.5 130 11.0 120 10.5 110 10.0 100 8.5 75 8.0 50 if the Participant is employed in one of the jurisdictions listed below on the Grant Date or on the Termination Date if the Participant is employed in California immediately prior to such Termination Date. Capitalized terms used but not defined in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is applicable to the Participant (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that based on the Participant’s place of employment on the Grant Date or on the Termination Date if the Participant is at least 8.0%, but falls between two Performance Period XXX performance levelsemployed in California immediately prior to such Termination Date), the percentage of performance shares vested shall be interpolated (for example, if Performance Period XXX is 13.75%, 170% of provisions set forth in this Exhibit B will apply to the performance shares would be vested)Participant and will supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant.
Appears in 2 contracts
Samples: Restricted Stock Unit Award Agreement (Travelers Companies, Inc.), Restricted Stock Unit Award Agreement (Travelers Companies, Inc.)
Retirement Rule. If, as of your Termination Date (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave), you are at least (i) age 62 with one or more full years of service or (ii) age 55 with 10 or more full years of service, then you meet the "Retirement Rule." The Retirement Rule will not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Company in its sole discretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. Meet the Retirement Rule (subjectto subject to Exhibit CB, if applicable) You Your restricted stock unit Award Shares will be entitled continue to receive a number of shares of Common Stock equal to vest and the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule. Any such shares will be received at issued and distributed to you upon the time of settlement of Vesting Date for the performance shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule Award, provided that, during the period prior to the time of settlementVesting Date, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award will be immediately forfeited and any portion of the Award previously paid to you will be subject to recoupment by the Company in accordance with Section 10(f8(f) of the Award Agreement. ≥16.0% 200% This Exhibit B includes additional and/or alternative terms and conditions that govern the Award granted to the Participant under The Travelers Companies, Inc. Amended and Restated 2014 Stock Incentive Plan (Maximumthe “Plan”) 14.5 180 13.0 160 12.5 150 12.0 140 11.5 130 11.0 120 10.5 110 10.0 100 8.5 75 8.0 50 if the Participant is employed in one of the jurisdictions listed below on the Grant Date or on the Termination Date if the Participant is employed in California immediately prior to such Termination Date. Capitalized terms used but not defined in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is applicable to the Participant (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that based on the Participant’s place of employment on the Grant Date or on the Termination Date if the Participant is at least 8.0%, but falls between two Performance Period XXX performance levelsemployed in California immediately prior to such Termination Date), the percentage of performance shares vested shall be interpolated (for example, if Performance Period XXX is 13.75%, 170% of provisions set forth in this Exhibit B will apply to the performance shares would be vested)Participant and will supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant.
Appears in 2 contracts
Samples: Restricted Stock Unit Award Agreement (Travelers Companies, Inc.), Restricted Stock Unit Award Agreement (Travelers Companies, Inc.)
Retirement Rule. If, as of your Termination Date (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave), you are at least (i) age 65, (ii) age 62 with one or more full years of service service, or (iiiii) age 55 with 10 or more full years of service, then you meet the "Retirement Rule." The Retirement Rule will not apply to your Award Option or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Company in its sole discretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award Option or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. Meet the Retirement Rule (subjectto subject to Exhibit C, B if applicable) You will Unvested options fully vest on the Termination Date. Vested options may be entitled exercised for up to receive a number of shares of Common Stock equal to three years from the shares you would have receivedTermination Date, if anybut no later than the original option expiration date, if your employment had not terminated due to retirement in accordance with the Retirement Rule. Any such shares will be received at the time of settlement of the performance shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, that you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. When called for under you exercise any options subject to the above rulesRetirement Rule, as a condition to receiving payment, you your exercise will be required to certify represent and constitute your certification to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award Option will be immediately forfeited and any portion of the Award Option previously paid to you will be subject to recoupment by the Company in accordance with Section 10(f8(f) of the Award Agreement. ≥16.0% 200% Terms and Conditions This Exhibit B includes additional and/or alternative terms and conditions that govern the Option granted to the Participant under The Travelers Companies, Inc. Amended and Restated 2014 Stock Incentive Plan (Maximumthe “Plan”) 14.5 180 13.0 160 12.5 150 12.0 140 11.5 130 11.0 120 10.5 110 10.0 100 8.5 75 8.0 50 if the Participant is employed in one of the jurisdictions listed below on the Grant Date or on the Termination Date if the Participant is employed in California immediately prior to such Termination Date. Capitalized terms used but not defined in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is applicable to the Participant (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that based on the Participant’s place of employment on the Grant Date or on the Termination Date if the Participant is at least 8.0%, but falls between two Performance Period XXX performance levelsemployed in California immediately prior to such Termination Date), the percentage provisions set forth in this Exhibit B will apply to the Participant and will supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant. Notifications This Exhibit B also includes information regarding exchange controls and certain other issues of performance shares vested shall which the Participant should be interpolated (for exampleaware with respect to the Participant's participation in the Plan. The information is based on the securities, if Performance Period XXX is 13.75%exchange control and other laws in effect in the respective jurisdictions as of January 2020. Such laws are often complex and change frequently. As a result, 170% the Company strongly recommends that the Participant should not rely on the information noted in this Exhibit B as the only source of information relating to the consequences of the performance shares would Participant’s participation in the Plan because the information may be vested)out of date by the time the Participant’s Option hereunder is exercised. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s jurisdiction may apply to the Participant's situation. Finally, the Participant understands that if he or she is a citizen or resident of a jurisdiction other than the one in which the Participant is currently working, transfers employment after the Grant Date, or is considered a resident of another jurisdiction for local law purposes, the information contained herein may not apply to the Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply.
Appears in 1 contract
Retirement Rule. If, as of your Termination Date (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave), you are at least (i) age 62 with one or more full years of service or (ii) age 55 with 10 or more full years of service, then you meet the "Retirement Rule." The Retirement Rule will not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Company in its sole discretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. Meet the Retirement Rule (subjectto Exhibit C, if applicable) You will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule. Any such shares will be received at the time of settlement of the performance shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily or if you are employed in any state or country where state applicable law prohibits such non-compete provisions, as identified in the state and country-specific modifications set forth in Exhibit C of the Award Agreement, but you remain subject to Sections 9 and 10 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. In Subject to the state- and country-specific modifications set forth in Exhibit C of the Award Agreement, in the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award will be immediately forfeited and any portion of the Award previously paid to you will be subject to recoupment by the Company in accordance with Section 10(f) of the Award Agreement. ≥16.0% 200% (Maximum) 14.5 180 13.0 160 12.5 150 12.0 140 11.5 130 120 11.0 120 10.5 110 10.0 100 8.5 9.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levels, the percentage of performance shares vested shall be interpolated (for example, if Performance Period XXX is 13.75%, 170% of the performance shares would be vested).
Appears in 1 contract
Samples: Performance Shares Award Agreement (Travelers Companies, Inc.)
Retirement Rule. If, as of your Termination Date (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave), you are at least (i) age 62 with one or more full years of service or (ii) age 55 with 10 or more full years of service, then you meet the "Retirement Rule." If you meet the Retirement Rule pursuant to clause (ii) of the preceding sentence (but not pursuant to clause (i) of the preceding sentence), that will constitute an “Early Retirement” for purposes of this Agreement. The Retirement Rule will not apply to your Award Option or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Company in its sole discretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award Option or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. Meet the Retirement Rule (subjectto subject to Exhibit C, B if applicable) You will Unvested options fully vest on the Termination Date. Vested options may be entitled exercised for up to receive five years from the Termination Date in the case of an Early Retirement, but no later than the original option expiration date, and may be exercised until the original option expiration date in the case of a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule. Any such shares will be received at the time of settlement of the performance shares after the end of the Performance Period. You will have a right to payment under termination meeting the Retirement Rule provided thatthat is not an Early Retirement; provided, prior to the time of settlementin each case, that you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. When called for under you exercise any options subject to the above rulesRetirement Rule, as a condition to receiving payment, you your exercise will be required to certify represent and constitute your certification to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award Option will be immediately forfeited and any portion of the Award Option previously paid to you will be subject to recoupment by the Company in accordance with Section 10(f8(f) of the Award Agreement. ≥16.0% 200% Terms and Conditions This Exhibit B includes additional and/or alternative terms and conditions that govern the Option granted to the Participant under The Travelers Companies, Inc. Amended and Restated 2014 Stock Incentive Plan (Maximumthe “Plan”) 14.5 180 13.0 160 12.5 150 12.0 140 11.5 130 11.0 120 10.5 110 10.0 100 8.5 75 8.0 50 if the Participant is employed in one of the jurisdictions listed below on the Grant Date or on the Termination Date if the Participant is employed in California immediately prior to such Termination Date. Capitalized terms used but not defined in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is applicable to the Participant (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that based on the Participant’s place of employment on the Grant Date or on the Termination Date if the Participant is at least 8.0%, but falls between two Performance Period XXX performance levelsemployed in California immediately prior to such Termination Date), the percentage provisions set forth in this Exhibit B will apply to the Participant and will supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant. Notifications This Exhibit B also includes information regarding exchange controls and certain other issues of performance shares vested shall which the Participant should be interpolated (for exampleaware with respect to the Participant's participation in the Plan. The information is based on the securities, if Performance Period XXX is 13.75%exchange control and other laws in effect in the respective jurisdictions as of January 2023. Such laws are often complex and change frequently. As a result, 170% the Company strongly recommends that the Participant should not rely on the information noted in this Exhibit B as the only source of information relating to the consequences of the performance shares would Participant’s participation in the Plan because the information may be vested)out of date by the time the Participant’s Option hereunder is exercised. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s jurisdiction may apply to the Participant's situation. Finally, the Participant understands that if he or she is a citizen or resident of a jurisdiction other than the one in which the Participant is currently working, transfers employment after the Grant Date, or is considered a resident of another jurisdiction for local law purposes, the information contained herein may not apply to the Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply.
Appears in 1 contract
Retirement Rule. If, as of your Termination Date (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave), you are at least (i) age 65, (ii) age 62 with one or more full years of service service, or (iiiii) age 55 with 10 or more full years of service, then you meet the "“Retirement Rule." ” The Retirement Rule will not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Company in its sole discretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. Meet the Retirement Rule (subjectto subject to Exhibit C, if applicable) You will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days from the first day of the Performance Period to the Termination Date, divided by the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the performance shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 and 10 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and provide such other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award will be immediately forfeited and any portion of the Award previously paid to you will be subject to recoupment by the Company in accordance with Section 10(f) of the Award Agreement. ≥16.0>16.0% 200150% (Maximum) 15.5 140 15.0 130 14.5 180 13.0 160 12.5 150 12.0 140 11.5 130 11.0 120 10.5 13.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levels, the percentage of performance shares vested shall be interpolated (for example, if Performance Period XXX is 13.7514.0%, 170115% of the performance shares would be vested).. Definitions:
Appears in 1 contract
Samples: Performance Shares Award Agreement (Travelers Companies, Inc.)
Retirement Rule. If, as of your Termination Date (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave)Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service service, or (iiiii) age 55 with 10 or more full years of service, then you meet the "“Retirement Rule." ” The Retirement Rule will does not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Company Committee or its designee in its sole discretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employmentdiscretion); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. Meet the Retirement Rule (subjectto subject to Exhibit CB, if applicable) You Your restricted stock unit Award Shares will be entitled to receive multiplied by a fraction, the numerator of which is the number of shares of Common Stock equal days from the Grant Date to the shares Termination Date, and the denominator of which is the number of days in the original vesting period for the restricted stock unit Award. At your retirement, any Award Shares in excess of that amount determined under the immediately preceding sentence will be forfeited and cancelled. The restricted stock unit Award Shares that you would have received, if any, if your employment had not terminated due retain will continue to retirement in accordance with vest and the Retirement Rule. Any such shares will be received at issued and distributed to you upon the time of settlement of Vesting Date for the performance shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule Award, provided that, during the period prior to the time of settlementVesting Date, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Company Committee or its designee in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily or if you are employed in any state where state law prohibits such non-compete provisionsinvoluntarily, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. In This Exhibit B includes additional and/or alternative terms and conditions that govern the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant Award granted to the Retirement Rule Participant under The Travelers Companies, Inc. 2014 Stock Incentive Plan (the “Plan”) if the Participant is employed in one of the jurisdictions listed below on the Grant Date or on the Termination Date if the Participant is employed in California immediately prior to such Termination Date. Capitalized terms used but not defined in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is applicable to the Participant (based on the Participant’s place of employment on the Grant Date or on the Termination Date if the Participant is employed in California immediately prior to such Termination Date), the provisions set forth in this Exhibit B will apply to the Participant and will supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant. This Exhibit B also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective jurisdictions as of January 2015. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant should not rely on the information noted in this Exhibit B as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date by the time the Participant’s Award hereunder is settled. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s jurisdiction may apply to the Participant’s situation. Finally, the Participant understands that if he or she is a citizen or resident of a jurisdiction other than following an involuntary termination)the one in which the Participant is currently working, any outstanding portion transfers employment after the Grant Date, or is considered a resident of another jurisdiction for local law purposes, the Award will be immediately forfeited information contained herein may not apply to the Participant, and any portion of the Award previously paid to you will be subject to recoupment by the Company shall, in accordance with Section 10(f) of its discretion, determine to what extent the Award Agreement. ≥16.0% 200% (Maximum) 14.5 180 13.0 160 12.5 150 12.0 140 11.5 130 11.0 120 10.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levels, the percentage of performance shares vested terms and conditions contained herein shall be interpolated (for example, if Performance Period XXX is 13.75%, 170% of the performance shares would be vested)apply.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Travelers Companies, Inc.)
Retirement Rule. If, as of your Termination Date (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave)Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service service, or (iiiii) age 55 with 10 or more full years of service, then you meet the "“Retirement Rule." ” If you are terminated under the Company’s applicable separation pay plan or any successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. The Retirement Rule will does not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Company in its sole discretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existedcause. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If you are terminated under the Company’s applicable separation pay plan or successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. Meet the Retirement Rule (subjectto Exhibit C, if applicable) You Your restricted stock unit Award Shares will be entitled to receive multiplied by a fraction, the numerator of which is the number of shares of Common Stock equal days from the Grant Date to the shares Termination Date, and the denominator of which is the number of days in the original vesting period for the restricted stock unit Award. At your retirement, any Award Shares in excess of that amount determined under the immediately preceding sentence will be forfeited and cancelled. The restricted stock unit Award Shares that you would have received, if any, if your employment had not terminated due retain will continue to retirement in accordance with vest and the Retirement Rule. Any such shares will be received at issued and distributed to you upon the time of settlement of Vesting Date for the performance shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule Award, provided that, during the period prior to the time of settlementVesting Date, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Company in its sole discretion)Group, including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You If you meet the Retirement Rule and are terminated involuntarily, the restricted stock unit Awards that you retain (as determined using the proration fraction set forth above) generally will be distributed as soon as practicable following your Termination Date. In that case you will not be subject to this the non-compete provision if you are terminated involuntarily or if you are employed in any state where state law prohibits such non-compete provisions, requirement but you will remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. However, if you are considered a “specified employee” under the tax laws (which generally includes the top 50 officers ranked by included compensation) and you are terminated involuntarily, the shares of Common Stock represented by your retained restricted stock unit Awards will not be issued and distributed to you until six months following your Termination Date or, if earlier, on the originally scheduled Vesting Date for the Award, provided you comply with the non-compete requirement during that delayed period. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award will be immediately forfeited and any portion of the Award previously paid to you will be subject to recoupment by the Company in accordance with Section 10(f) of the Award Agreement. ≥16.0% 200% (Maximum) 14.5 180 13.0 160 12.5 150 12.0 140 11.5 130 11.0 120 10.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levels, the percentage of performance shares vested shall be interpolated (for example, if Performance Period XXX is 13.75%, 170% of the performance shares would be vested).
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Travelers Companies, Inc.)
Retirement Rule. If, as of your Termination Date (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave)Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service service, or (iiiii) age 55 with 10 or more full years of service, then you meet the "“Retirement Rule." ” If you are terminated under the Company’s applicable separation pay plan or any successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. The Retirement Rule will does not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Company in its sole discretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existedcause. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If you are terminated under the Company’s applicable separation pay plan or successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. Meet the Retirement Rule (subjectto Exhibit C, if applicable) You will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days from the first day of the Performance Period to the Termination Date, divided by the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the performance shares Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Company in its sole discretion)Group, including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily involuntarily, or if you are employed in any state where state law prohibits such non-compete provisionsprovision, but you remain subject to Sections 9 and 10 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and provide such other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award will be immediately forfeited and any portion of the Award previously paid to you will be subject to recoupment by the Company in accordance with Section 10(f) of the Award Agreement. ≥16.0% 200% >15.0 130 (Maximum) 14.5 180 13.0 160 12.5 150 12.0 140 11.5 130 11.0 120 10.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.07.0%, but falls between two Performance Period XXX performance levels, the percentage of performance shares Performance Shares vested shall be interpolated (for example, if Performance Period XXX is 13.7514.0%, 170115% of the performance shares Performance Shares would be vested).. Definitions:
Appears in 1 contract
Samples: Performance Share Award Agreement (Travelers Companies, Inc.)
Retirement Rule. If, as of your Termination Date (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave), you are at least (i) age 65, (ii) age 62 with one or more full years of service service, or (iiiii) age 55 with 10 or more full years of service, then you meet the "“Retirement Rule." ” The Retirement Rule will not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Company in its sole discretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. Meet the Retirement Rule (subjectto subject to Exhibit C, if applicable) You will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days from the first day of the Performance Period to the Termination Date, divided by the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the performance shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 and 10 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and provide such other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award will be immediately forfeited and any portion of the Award previously paid to you will be subject to recoupment by the Company in accordance with Section 10(f) of the Award Agreement. ≥16.0>16.0% 200150% (Maximum) 15.5 140 15.0 130 14.5 180 13.0 160 12.5 150 12.0 140 11.5 130 11.0 120 10.5 13.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levels, the percentage of performance shares vested shall be interpolated (for example, if Performance Period XXX is 13.7514.0%, 170115% of the performance shares would be vested).
Appears in 1 contract
Samples: Performance Shares Award Agreement (Travelers Companies, Inc.)
Retirement Rule. If, as of your Termination Date (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave)Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service service, or (iiiii) age 55 with 10 or more full years of service, then you meet the "“Retirement Rule." ” If you are terminated under the Company’s applicable separation pay plan or any successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. The Retirement Rule will does not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Company in its sole discretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existedcause. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If you are terminated under the Company’s applicable separation pay plan or successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. Meet the Retirement Rule (subjectto Exhibit C, if applicable) You will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days from the first day of the Performance Period to the Termination Date, divided by the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the performance shares Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Company in its sole discretion)Group, including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily involuntarily, or if you are employed in any state where state law prohibits such non-compete provisionsprovision, but you remain subject to Sections 9 and 10 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and provide such other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award will be immediately forfeited and any portion of the Award previously paid to you will be subject to recoupment by the Company in accordance with Section 10(f) of the Award Agreement. ≥16.0% 200% >15.0 130 (Maximum) 14.5 180 13.0 160 12.5 150 12.0 140 11.5 130 11.0 120 10.5 13.5 110 10.0 100 8.5 75 8.0 7.0 50 (Threshold) <8.0 < 7.0 0 * For any Performance Period XXX (as defined below) that is at least 8.07.0%, but falls between two Performance Period XXX performance levels, the percentage of performance shares Performance Shares vested shall be interpolated (for example, if Performance Period XXX is 13.7514.0%, 170115% of the performance shares Performance Shares would be vested).. Definitions:
Appears in 1 contract
Samples: Performance Share Award Agreement (Travelers Companies, Inc.)
Retirement Rule. If, as of your Termination Date (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave)Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service service, or (iiiii) age 55 with 10 or more full years of service, then you meet the "“Retirement Rule." ” If you are terminated under the Company’s applicable separation pay plan or any successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. The Retirement Rule will does not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Company in its sole discretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existedcause. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If you are terminated under the Company’s applicable separation pay plan or successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. Meet the Retirement Rule (subjectto Exhibit C, if applicable) You will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days from the first day of the Performance Period to the Termination Date, divided by the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the performance shares Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Company in its sole discretion)Group, including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete competition provision if you are terminated involuntarily or if you are employed in any state where state law prohibits such non-compete provisionsinvoluntarily, but you remain subject to Sections 9 and 10 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and provide such other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award will be immediately forfeited and any portion of the Award previously paid to you will be subject to recoupment by the Company in accordance with Section 10(f) of the Award Agreement. ≥16.0> 16.0 % 200160 % (Maximum) 14.5 180 13.0 160 12.5 150 12.0 140 11.5 130 11.0 120 10.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levels, the percentage of performance shares Performance Shares vested shall be interpolated (for example, if Performance Period XXX is 13.7513.5%, 170115% of the performance shares Performance Shares would be vested).
Appears in 1 contract
Samples: Performance Share Award Agreement (Travelers Companies, Inc.)
Retirement Rule. If, as of your Termination Date (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave)Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service service, or (iiiii) age 55 with 10 or more full years of service, then you meet the "“Retirement Rule." ” If you are terminated under the Company’s applicable separation pay plan or any successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. The Retirement Rule will does not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Company in its sole discretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existedcause. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If you are terminated under the Company’s applicable separation pay plan or successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. Meet the Retirement Rule (subjectto Exhibit C, if applicable) You will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days from the first day of the Performance Period to the Termination Date, divided by the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the performance shares Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Company in its sole discretion)Group, including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily involuntarily, or if you are employed in any state where state law prohibits such non-compete provisionsprovision, but you remain subject to Sections 9 and 10 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and provide such other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award will be immediately forfeited and any portion of the Award previously paid to you will be subject to recoupment by the Company in accordance with Section 10(f) of the Award Agreement. ≥16.0>15.0% 200130% (Maximum) 14.5 180 13.0 160 12.5 150 12.0 140 11.5 130 11.0 120 10.5 13.5 110 10.0 100 8.5 75 8.0 7.0 50 (Threshold) <8.0 < 7.0 0 * For any Performance Period XXX (as defined below) that is at least 8.07.0%, but falls between two Performance Period XXX performance levels, the percentage of performance shares Performance Shares vested shall be interpolated (for example, if Performance Period XXX is 13.7514.0%, 170115% of the performance shares Performance Shares would be vested).. Definitions:
Appears in 1 contract
Samples: Performance Shares Award Agreement (Travelers Companies, Inc.)
Retirement Rule. If, as of your Termination Date (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave), you are at least (i) age 65, (ii) age 62 with one or more full years of service service, or (iiiii) age 55 with 10 or more full years of service, then you meet the "Retirement Rule." The Retirement Rule will not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Company in its sole discretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If You: Meet the Retirement Rule (subjectto Exhibit C, if applicable) You will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days from the first day of the Performance Period to the Termination Date, divided by the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the performance shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 and 10 of the Award Agreement, and the XXX AgreementPOE Agrexxxnt. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and provide such other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award will be immediately forfeited and any portion of the Award previously paid to you will be subject to recoupment by the Company in accordance with Section 10(f) of the Award Agreement. EXHIBIT B PERFORMANCE SHARES VESTING GRID TO TRAVELERS' PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT Performance Period ROE* % ox Xerformance Shares Vested ≥16.0% 200150% (Maximum) 15.5 140 15.0 130 14.5 180 13.0 160 12.5 150 12.0 140 11.5 130 11.0 120 10.5 13.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX ROE (as defined xxxined below) that is at least 8.0%, but falls between two Performance Period XXX performance ROE perfxxxance levels, the percentage of performance shares vested shall be interpolated (for example, if Performance Period XXX ROE is 13.7510.0%, 170115% of the performance shares would be vested).
Appears in 1 contract
Samples: Performance Shares Award Agreement (Travelers Companies, Inc.)
Retirement Rule. If, as of your Termination Date (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave)Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service service, or (iiiii) age 55 with 10 or more full years of service, then you meet the "“Retirement Rule." ” The Retirement Rule will not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Company in its sole discretion at the time of or following your termination of employmentdiscretion) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. Meet the Retirement Rule (subjectto subject to Exhibit CB, if applicable) You Your restricted stock unit Award Shares will be entitled to receive multiplied by a fraction, the numerator of which is the number of shares of Common Stock equal days from the Grant Date to the shares Termination Date, and the denominator of which is the number of days in the original vesting period for the restricted stock unit Award. At your retirement, any Award Shares in excess of that amount determined under the immediately preceding sentence will be forfeited and cancelled. The restricted stock unit Award Shares that you would have received, if any, if your employment had not terminated due retain will continue to retirement in accordance with vest and the Retirement Rule. Any such shares will be received at issued and distributed to you upon the time of settlement of Vesting Date for the performance shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule Award, provided that, during the period prior to the time of settlementVesting Date, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award will be immediately forfeited and any portion of the Award previously paid to you will be subject to recoupment by the Company in accordance with Section 10(f8(f) of the Award Agreement. ≥16.0% 200% This Exhibit B includes additional and/or alternative terms and conditions that govern the Award granted to the Participant under The Travelers Companies, Inc. 2014 Stock Incentive Plan (Maximumthe “Plan”) 14.5 180 13.0 160 12.5 150 12.0 140 11.5 130 11.0 120 10.5 110 10.0 100 8.5 75 8.0 50 if the Participant is employed in one of the jurisdictions listed below on the Grant Date or on the Termination Date if the Participant is employed in California immediately prior to such Termination Date. Capitalized terms used but not defined in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is applicable to the Participant (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that based on the Participant’s place of employment on the Grant Date or on the Termination Date if the Participant is at least 8.0%, but falls between two Performance Period XXX performance levelsemployed in California immediately prior to such Termination Date), the percentage provisions set forth in this Exhibit B will apply to the Participant and will supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant. This Exhibit B also includes information regarding exchange controls and certain other issues of performance shares vested shall which the Participant should be interpolated (for exampleaware with respect to the Participant’s participation in the Plan. The information is based on the securities, if Performance Period XXX is 13.75%exchange control and other laws in effect in the respective jurisdictions as of January 2016. Such laws are often complex and change frequently. As a result, 170% the Company strongly recommends that the Participant should not rely on the information noted in this Exhibit B as the only source of information relating to the consequences of the performance shares would Participant’s participation in the Plan because the information may be vested)out of date by the time the Participant’s Award hereunder is settled. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s jurisdiction may apply to the Participant’s situation. Finally, the Participant understands that if he or she is a citizen or resident of a jurisdiction other than the one in which the Participant is currently working, transfers employment after the Grant Date, or is considered a resident of another jurisdiction for local law purposes, the information contained herein may not apply to the Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Travelers Companies, Inc.)
Retirement Rule. If, as of your Termination Date (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave)Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service service, or (iiiii) age 55 with 10 or more full years of service, then you meet the "“Retirement Rule." ” If you are terminated under the Company’s applicable separation pay plan or any successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. The Retirement Rule will does not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Company in its sole discretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existedcause. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If you are terminated under the Company’s applicable separation pay plan or successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. * The Committee, in its sole discretion, determines what constitutes “gross misconduct” and “cause.” Meet the Retirement Rule (subjectto Exhibit C, if applicable) You will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days from the first day of the Performance Period to the Termination Date, divided by the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the performance shares Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Company in its sole discretion)Group, including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete competition provision if you are terminated involuntarily or if you are employed in any state where state law prohibits such non-compete provisionsinvoluntarily, but you remain subject to Sections 9 and 10 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and provide such other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award will be immediately forfeited and any portion of the Award previously paid to you will be subject to recoupment by the Company in accordance with Section 10(f) of the Award Agreement. ≥16.0> 16.0% 200160 % (Maximum) 15.5 150 15.0 140 14.5 180 130 14.0 120 13.0 160 12.5 150 110 12.0 140 11.5 130 11.0 120 10.5 110 100 10.0 100 8.5 75 8.0 50 (Threshold) << 8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levels, the percentage of performance shares Performance Shares vested shall be interpolated (for example, if Performance Period XXX is 13.7513.5%, 170115% of the performance shares Performance Shares would be vested).
Appears in 1 contract
Samples: Performance Share Award Agreement (Travelers Companies, Inc.)
Retirement Rule. If, as of your Termination Date (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave), you are at least (i) age 65, (ii) age 62 with one or more full years of service service, or (iiiii) age 55 with 10 or more full years of service, then you meet the "“Retirement Rule." ” The Retirement Rule will not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Company in its sole discretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. Meet the Retirement Rule (subjectto subject to Exhibit CB, if applicable) You Your restricted stock unit Award Shares will be entitled to receive multiplied by a fraction, the numerator of which is the number of shares of Common Stock equal days from the Grant Date to the shares Termination Date, and the denominator of which is the number of days in the original vesting period for the restricted stock unit Award. At your retirement, any Award Shares in excess of that amount determined under the immediately preceding sentence will be forfeited and cancelled. The restricted stock unit Award Shares that you would have received, if any, if your employment had not terminated due retain will continue to retirement in accordance with vest and the Retirement Rule. Any such shares will be received at issued and distributed to you upon the time of settlement of Vesting Date for the performance shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule Award, provided that, during the period prior to the time of settlementVesting Date, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award will be immediately forfeited and any portion of the Award previously paid to you will be subject to recoupment by the Company in accordance with Section 10(f8(f) of the Award Agreement. ≥16.0% 200% This Exhibit B includes additional and/or alternative terms and conditions that govern the Award granted to the Participant under The Travelers Companies, Inc. Amended and Restated 2014 Stock Incentive Plan (Maximumthe “Plan”) 14.5 180 13.0 160 12.5 150 12.0 140 11.5 130 11.0 120 10.5 110 10.0 100 8.5 75 8.0 50 if the Participant is employed in one of the jurisdictions listed below on the Grant Date or on the Termination Date if the Participant is employed in California immediately prior to such Termination Date. Capitalized terms used but not defined in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is applicable to the Participant (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that based on the Participant’s place of employment on the Grant Date or on the Termination Date if the Participant is at least 8.0%, but falls between two Performance Period XXX performance levelsemployed in California immediately prior to such Termination Date), the percentage provisions set forth in this Exhibit B will apply to the Participant and will supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant. This Exhibit B also includes information regarding exchange controls and certain other issues of performance shares vested shall which the Participant should be interpolated (for exampleaware with respect to the Participant’s participation in the Plan. The information is based on the securities, if Performance Period XXX is 13.75%exchange control and other laws in effect in the respective jurisdictions as of January 2018. Such laws are often complex and change frequently. As a result, 170% the Company strongly recommends that the Participant should not rely on the information noted in this Exhibit B as the only source of information relating to the consequences of the performance shares would Participant’s participation in the Plan because the information may be vested)out of date by the time the Participant’s Award hereunder is settled. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s jurisdiction may apply to the Participant’s situation. Finally, the Participant understands that if he or she is a citizen or resident of a jurisdiction other than the one in which the Participant is currently working, transfers employment after the Grant Date, or is considered a resident of another jurisdiction for local law purposes, the information contained herein may not apply to the Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Travelers Companies, Inc.)
Retirement Rule. If, as of your Termination Date (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave)Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service service, or (iiiii) age 55 with 10 or more full years of service, then you meet the "“Retirement Rule." ” If you are terminated under the Company’s applicable separation pay plan or any successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. The Retirement Rule will does not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Company in its sole discretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existedcause. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If you are terminated under the Company’s applicable separation pay plan or successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. Meet the Retirement Rule (subjectto Exhibit C, if applicable) You will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days from the first day of the Performance Period to the Termination Date, divided by the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the performance shares Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Company in its sole discretion)Group, including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily involuntarily, or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 and 10 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and provide such other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award will be immediately forfeited and any portion of the Award previously paid to you will be subject to recoupment by the Company in accordance with Section 10(f) of the Award Agreement. ≥16.0> 16.0 % 200150% (Maximum) 15.5 140 15.0 130 14.5 180 13.0 160 12.5 150 120 13.5 110 12.0 140 11.5 130 11.0 120 10.5 110 100 10.0 100 8.5 75 8.0 50 (Threshold) << 8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levels, the percentage of performance shares Performance Shares vested shall be interpolated (for example, if Performance Period XXX is 13.7514.0%, 170115% of the performance shares Performance Shares would be vested).
Appears in 1 contract
Samples: Performance Share Award Agreement (Travelers Companies, Inc.)
Retirement Rule. If, as of your Termination Date (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave), you are at least (i) age 62 with one or more full years of service or (ii) age 55 with 10 or more full years of service, then you meet the "Retirement Rule." If you meet the Retirement Rule pursuant to clause (ii) of the preceding sentence (but not pursuant to clause (i) of the preceding sentence), that will constitute an “Early Retirement” for purposes of this Agreement. The Retirement Rule will not apply to your Award Option or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Company in its sole discretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award Option or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. Meet the Retirement Rule (subjectto subject to Exhibit C, B if applicable) You will Unvested options fully vest on the Termination Date. Vested options may be entitled exercised for up to receive five years from the Termination Date in the case of an Early Retirement, but no later than the original option expiration date, and may be exercised until the original option expiration date in the case of a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule. Any such shares will be received at the time of settlement of the performance shares after the end of the Performance Period. You will have a right to payment under termination meeting the Retirement Rule provided thatthat is not an Early Retirement; provided, prior to the time of settlementin each case, that you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily or if you are employed in any state or country where state applicable law prohibits such non-compete provisions, as identified in the state and country-specific modifications set forth in Exhibit B of the Award Agreement, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. When called for under you exercise any options subject to the above rulesRetirement Rule, as a condition to receiving payment, you your exercise will be required to certify represent and constitute your certification to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. In Subject to the state- and country-specific modifications set forth in Exhibit B of the Award Agreement, in the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award Option will be immediately forfeited and any portion of the Award Option previously paid to you will be subject to recoupment by the Company in accordance with Section 10(f8(f) of the Award Agreement. ≥16.0% 200% Terms and Conditions This Exhibit B includes additional and/or alternative terms and conditions that govern the Option granted to the Participant under The Travelers Companies, Inc. 2023 Stock Incentive Plan (Maximumthe “Plan”) 14.5 180 13.0 160 12.5 150 12.0 140 11.5 130 11.0 120 10.5 110 10.0 100 8.5 75 8.0 50 if the Participant’s Employment Jurisdiction is one of the jurisdictions listed below on the Grant Date or on the Termination Date. Capitalized terms used but not defined in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is applicable to the Participant (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levelsbased on the Participant’s Employment Jurisdiction on the Grant Date or on the Termination Date), the percentage provisions set forth in this Exhibit B will apply to the Participant and will supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant. Notifications This Exhibit B also includes information regarding exchange controls and certain other issues of performance shares vested shall which the Participant should be interpolated (for exampleaware with respect to the Participant's participation in the Plan. The information is based on the securities, if Performance Period XXX is 13.75%exchange control, 170% and other laws in effect in the respective jurisdictions as of July 2023. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant should not rely on such information noted in this Exhibit B as the only source of information relating to the consequences of the performance shares Participant’s participation in the Plan because the information may be out of date by the time the Participant’s Option hereunder is exercised. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s Employment Jurisdiction may apply to the Participant's situation. Low Wage Worker Protections. The parties acknowledge that some states prohibit or place limitations on the use of covenants not to compete or noncompete covenants with an employee considered to be a low wage worker based on the employee’s rate of compensation or overtime exemption status under the Fair Labor Standards Act (a “Low Wage Worker Protection” law, or “LWWP law”). It is the parties’ intent not to create any restriction that would violate any controlling state LWWP law. Where the controlling state’s law includes an LWWP law, it is the parties’ intent that this Agreement’s obligations be vested)construed so as to fit within any applicable exclusion for duty of loyalty obligations, non-solicitation covenants, confidential information protection covenants, and intellectual property assignment agreements recognized under the LWWP law at issue, and that it not create a prohibited covenant not to compete.
Appears in 1 contract
Retirement Rule. If, as of your Termination Date (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave), you are at least (i) age 65, (ii) age 62 with one or more full years of service service, or (iiiii) age 55 with 10 or more full years of service, then you meet the "Retirement Rule." The Retirement Rule will not apply to your Award Option or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Company in its sole discretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award Option or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If You: Meet the Retirement Rule (subjectto subject to Exhibit C, B if applicable) You will Unvested options fully vest on the Termination Date. Vested options may be entitled exercised for up to receive a number of shares of Common Stock equal to three years from the shares you would have receivedTermination Date, if anybut no later than the original option expiration date, if your employment had not terminated due to retirement in accordance with the Retirement Rule. Any such shares will be received at the time of settlement of the performance shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, that you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX AgreementPOE Agrexxxnt. When called for under you exercise any options subject to the above rulesRetirement Rule, as a condition to receiving payment, you your exercise will be required to certify represent and constitute your certification to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award Option will be immediately forfeited and any portion of the Award Option previously paid to you will be subject to recoupment by the Company in accordance with Section 10(f8(f) of the Award Agreement. ≥16.0% 200% EXHIBIT B Special Rules Applicable to Participants Based in Certain Jurisdictions Terms and Conditions This Exhibit B includes additional and/or alternative terms and conditions that govern the Option granted to the Participant under The Travelers Companies, Inc. Amended and Restated 2014 Stock Incentive Plan (Maximumthe “Plan”) 14.5 180 13.0 160 12.5 150 12.0 140 11.5 130 11.0 120 10.5 110 10.0 100 8.5 75 8.0 50 if the Participant is employed in one of the jurisdictions listed below on the Grant Date or on the Termination Date if the Participant is employed in California immediately prior to such Termination Date. Capitalized terms used but not defined in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is applicable to the Participant (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that based on the Participant’s place of employment on the Grant Date or on the Termination Date if the Participant is at least 8.0%, but falls between two Performance Period XXX performance levelsemployed in California immediately prior to such Termination Date), the percentage provisions set forth in this Exhibit B will apply to the Participant and will supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant. Notifications This Exhibit B also includes information regarding exchange controls and certain other issues of performance shares vested shall which the Participant should be interpolated (for exampleaware with respect to the Participant's participation in the Plan. The information is based on the securities, if Performance Period XXX is 13.75%exchange control and other laws in effect in the respective jurisdictions as of January 2019. Such laws are often complex and change frequently. As a result, 170% the Company strongly recommends that the Participant should not rely on the information noted in this Exhibit B as the only source of information relating to the consequences of the performance shares would Participant’s participation in the Plan because the information may be vested).out of date by the time the Participant’s Option hereunder is exercised. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s jurisdiction may apply to the Participant's situation. Finally, the Participant understands that if he or she is a citizen or resident of a jurisdiction other than the one in which the Participant is currently working, transfers employment after the Grant Date, or is considered a resident of another jurisdiction for local law purposes, the information contained herein may not apply to the Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply. * * *
Appears in 1 contract
Samples: Stock Option Grant Agreement (Travelers Companies, Inc.)
Retirement Rule. If, as of your Termination Date (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave)Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service service, or (iiiii) age 55 with 10 or more full years of service, then you meet the "“Retirement Rule." ” The Retirement Rule will does not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Company Committee or its designee in its sole discretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employmentdiscretion); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. Meet the Retirement Rule (subjectto subject to Exhibit C, B if applicable) You will Unvested options fully vest on the Termination Date. Vested options may be entitled exercised for up to receive a number of shares of Common Stock equal to three years from the shares you would have receivedTermination Date, if anybut no later than the original option expiration date, if your employment had not terminated due to retirement in accordance with the Retirement Rule. Any such shares will be received at the time of settlement of the performance shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, that you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Company Committee or its designee in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily or if you are employed in any state where state law prohibits such non-compete provisionsinvoluntarily, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. When called for under you exercise any options subject to the above rulesRetirement Rule, as a condition to receiving payment, you your exercise will be required to certify represent and constitute your certification to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. In Terms and Conditions This Exhibit B includes additional and/or alternative terms and conditions that govern the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant Award granted to the Retirement Rule Participant under The Travelers Companies, Inc. Amended and Restated 2004 Stock Incentive Plan (the “Plan”) if the Participant is employed in one of the countries listed below on the Grant Date. Capitalized terms used but not defined in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is applicable to the Participant (based on the Participant’s place of employment on the Grant Date), the provisions set forth in this Exhibit B will apply to the Participant and will supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant. Notifications This Exhibit B also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2014. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant should not rely on the information noted in this Exhibit B as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date by the time the Participant’s Option hereunder is exercised. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation. Finally, the Participant understands that if he or she is a citizen or resident of a country other than following an involuntary termination)the one in which the Participant is currently working, any outstanding portion transfers employment after the Grant Date, or is considered a resident of another country for local law purposes, the Award will be immediately forfeited information contained herein may not apply to the Participant, and any portion of the Award previously paid to you will be subject to recoupment by the Company shall, in accordance with Section 10(f) of its discretion, determine to what extent the Award Agreement. ≥16.0% 200% (Maximum) 14.5 180 13.0 160 12.5 150 12.0 140 11.5 130 11.0 120 10.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levels, the percentage of performance shares vested terms and conditions contained herein shall be interpolated (for example, if Performance Period XXX is 13.75%, 170% of the performance shares would be vested)apply.
Appears in 1 contract
Retirement Rule. If, as of your Termination Date (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave)Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service service, or (iiiii) age 55 with 10 or more full years of service, then you meet the "“Retirement Rule." ” The Retirement Rule will not apply to your Award Option or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Company in its sole discretion at the time of or following your termination of employmentdiscretion) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. Meet the Retirement Rule (subjectto subject to Exhibit C, B if applicable) You will Unvested options fully vest on the Termination Date. Vested options may be entitled exercised for up to receive a number of shares of Common Stock equal to three years from the shares you would have receivedTermination Date, if anybut no later than the original option expiration date, if your employment had not terminated due to retirement in accordance with the Retirement Rule. Any such shares will be received at the time of settlement of the performance shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, that you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. When called for under you exercise any options subject to the above rulesRetirement Rule, as a condition to receiving payment, you your exercise will be required to certify represent and constitute your certification to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award Option will be immediately forfeited and any portion of the Award Option previously paid to you will be subject to recoupment by the Company in accordance with Section 10(f8(f) of the Award Agreement. ≥16.0% 200% Terms and Conditions This Exhibit B includes additional and/or alternative terms and conditions that govern the Option granted to the Participant under The Travelers Companies, Inc. 2014 Stock Incentive Plan (Maximumthe “Plan”) 14.5 180 13.0 160 12.5 150 12.0 140 11.5 130 11.0 120 10.5 110 10.0 100 8.5 75 8.0 50 if the Participant is employed in one of the jurisdictions listed below on the Grant Date or on the Termination Date if the Participant is employed in California immediately prior to such Termination Date. Capitalized terms used but not defined in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is applicable to the Participant (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that based on the Participant’s place of employment on the Grant Date or on the Termination Date if the Participant is at least 8.0%, but falls between two Performance Period XXX performance levelsemployed in California immediately prior to such Termination Date), the percentage provisions set forth in this Exhibit B will apply to the Participant and will supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant. Notifications This Exhibit B also includes information regarding exchange controls and certain other issues of performance shares vested shall which the Participant should be interpolated (for exampleaware with respect to the Participant’s participation in the Plan. The information is based on the securities, if Performance Period XXX is 13.75%exchange control and other laws in effect in the respective jurisdictions as of January 2016. Such laws are often complex and change frequently. As a result, 170% the Company strongly recommends that the Participant should not rely on the information noted in this Exhibit B as the only source of information relating to the consequences of the performance shares would Participant’s participation in the Plan because the information may be vested)out of date by the time the Participant’s Option hereunder is exercised. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s jurisdiction may apply to the Participant’s situation. Finally, the Participant understands that if he or she is a citizen or resident of a jurisdiction other than the one in which the Participant is currently working, transfers employment after the Grant Date, or is considered a resident of another jurisdiction for local law purposes, the information contained herein may not apply to the Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply.
Appears in 1 contract
Retirement Rule. If, as of your Termination Date (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave), you are at least (i) age 65, (ii) age 62 with one or more full years of service service, or (iiiii) age 55 with 10 or more full years of service, then you meet the "“Retirement Rule." ” The Retirement Rule will not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Company in its sole discretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. Meet the Retirement Rule (subjectto subject to Exhibit CB, if applicable) You Your restricted stock unit Award Shares will be entitled to receive multiplied by a fraction, the numerator of which is the number of shares of Common Stock equal days from the Grant Date to the shares Termination Date, and the denominator of which is the number of days in the original vesting period for the restricted stock unit Award. At your retirement, any Award Shares in excess of that amount determined under the immediately preceding sentence will be forfeited and cancelled. The restricted stock unit Award Shares that you would have received, if any, if your employment had not terminated due retain will continue to retirement in accordance with vest and the Retirement Rule. Any such shares will be received at issued and distributed to you upon the time of settlement of Vesting Date for the performance shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule Award, provided that, during the period prior to the time of settlementVesting Date, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award will be immediately forfeited and any portion of the Award previously paid to you will be subject to recoupment by the Company in accordance with Section 10(f8(f) of the Award Agreement. ≥16.0% 200% This Exhibit B includes additional and/or alternative terms and conditions that govern the Award granted to the Participant under The Travelers Companies, Inc. Amended and Restated 2014 Stock Incentive Plan (Maximumthe “Plan”) 14.5 180 13.0 160 12.5 150 12.0 140 11.5 130 11.0 120 10.5 110 10.0 100 8.5 75 8.0 50 if the Participant is employed in one of the jurisdictions listed below on the Grant Date or on the Termination Date if the Participant is employed in California immediately prior to such Termination Date. Capitalized terms used but not defined in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is applicable to the Participant (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that based on the Participant’s place of employment on the Grant Date or on the Termination Date if the Participant is at least 8.0%, but falls between two Performance Period XXX performance levelsemployed in California immediately prior to such Termination Date), the percentage provisions set forth in this Exhibit B will apply to the Participant and will supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant. This Exhibit B also includes information regarding exchange controls and certain other issues of performance shares vested shall which the Participant should be interpolated (for exampleaware with respect to the Participant’s participation in the Plan. The information is based on the securities, if Performance Period XXX is 13.75%exchange control and other laws in effect in the respective jurisdictions as of January 2017. Such laws are often complex and change frequently. As a result, 170% the Company strongly recommends that the Participant should not rely on the information noted in this Exhibit B as the only source of information relating to the consequences of the performance shares would Participant’s participation in the Plan because the information may be vested)out of date by the time the Participant’s Award hereunder is settled. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s jurisdiction may apply to the Participant’s situation. Finally, the Participant understands that if he or she is a citizen or resident of a jurisdiction other than the one in which the Participant is currently working, transfers employment after the Grant Date, or is considered a resident of another jurisdiction for local law purposes, the information contained herein may not apply to the Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Travelers Companies, Inc.)
Retirement Rule. If, as of your Termination Date (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave)Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service service, or (iiiii) age 55 with 10 or more full years of service, then you meet the "“Retirement Rule." ” If you are terminated under the Company’s applicable separation pay plan or any successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. The Retirement Rule will does not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Company in its sole discretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existedcause. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If you are terminated under the Company’s applicable separation pay plan or successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. Meet the Retirement Rule (subjectto Exhibit C, if applicable) You will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days from the first day of the Performance Period to the Termination Date, divided by the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the performance shares Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Company in its sole discretion)Group, including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily involuntarily, or if you are employed in any state where state law prohibits such non-compete provisionsprovision, but you remain subject to Sections 9 and 10 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and provide such other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award will be immediately forfeited and any portion of the Award previously paid to you will be subject to recoupment by the Company in accordance with Section 10(f) of the Award Agreement. ≥16.0> 16.0% 200150% (Maximum) 15.5 140 15.0 130 14.5 180 13.0 160 12.5 150 120 13.5 110 12.0 140 11.5 130 11.0 120 10.5 110 100 10.0 100 8.5 75 8.0 50 (Threshold) << 8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levels, the percentage of performance shares Performance Shares vested shall be interpolated (for example, if Performance Period XXX is 13.7514.0%, 170115% of the performance shares Performance Shares would be vested).. Definitions:
Appears in 1 contract
Samples: Performance Share Award Agreement (Travelers Companies, Inc.)
Retirement Rule. If, as of your Termination Date (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave)Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service service, or (iiiii) age 55 with 10 or more full years of service, then you meet the "“Retirement Rule." ” The Retirement Rule will not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Company in its sole discretion at the time of or following your termination of employmentdiscretion) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. Meet the Retirement Rule (subjectto subject to Exhibit CB, if applicable) You Your restricted stock unit Award Shares will be entitled continue to receive a number of shares of Common Stock equal to vest and the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule. Any such shares will be received at issued and distributed to you upon the time of settlement of Vesting Date for the performance shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule Award, provided that, during the period prior to the time of settlementVesting Date, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award will be immediately forfeited and any portion of the Award previously paid to you will be subject to recoupment by the Company in accordance with Section 10(f8(f) of the Award Agreement. ≥16.0% 200% This Exhibit B includes additional and/or alternative terms and conditions that govern the Award granted to the Participant under The Travelers Companies, Inc. 2014 Stock Incentive Plan (Maximumthe “Plan”) 14.5 180 13.0 160 12.5 150 12.0 140 11.5 130 11.0 120 10.5 110 10.0 100 8.5 75 8.0 50 if the Participant is employed in one of the jurisdictions listed below on the Grant Date or on the Termination Date if the Participant is employed in California immediately prior to such Termination Date. Capitalized terms used but not defined in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is applicable to the Participant (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that based on the Participant’s place of employment on the Grant Date or on the Termination Date if the Participant is at least 8.0%, but falls between two Performance Period XXX performance levelsemployed in California immediately prior to such Termination Date), the percentage provisions set forth in this Exhibit B will apply to the Participant and will supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant. This Exhibit B also includes information regarding exchange controls and certain other issues of performance shares vested shall which the Participant should be interpolated (for exampleaware with respect to the Participant’s participation in the Plan. The information is based on the securities, if Performance Period XXX is 13.75%exchange control and other laws in effect in the respective jurisdictions as of January 2016. Such laws are often complex and change frequently. As a result, 170% the Company strongly recommends that the Participant should not rely on the information noted in this Exhibit B as the only source of information relating to the consequences of the performance shares would Participant’s participation in the Plan because the information may be vested)out of date by the time the Participant’s Award hereunder is settled. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s jurisdiction may apply to the Participant’s situation. Finally, the Participant understands that if he or she is a citizen or resident of a jurisdiction other than the one in which the Participant is currently working, transfers employment after the Grant Date, or is considered a resident of another jurisdiction for local law purposes, the information contained herein may not apply to the Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Travelers Companies, Inc.)
Retirement Rule. If, as of your Termination Date (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave), you are at least (i) age 65, (ii) age 62 with one or more full years of service service, or (iiiii) age 55 with 10 or more full years of service, then you meet the "“Retirement Rule." ” The Retirement Rule will not apply to your Award Option or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Company in its sole discretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award Option or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. Meet the Retirement Rule (subjectto subject to Exhibit C, B if applicable) You will Unvested options fully vest on the Termination Date. Vested options may be entitled exercised for up to receive a number of shares of Common Stock equal to three years from the shares you would have receivedTermination Date, if anybut no later than the original option expiration date, if your employment had not terminated due to retirement in accordance with the Retirement Rule. Any such shares will be received at the time of settlement of the performance shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, that you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. When called for under you exercise any options subject to the above rulesRetirement Rule, as a condition to receiving payment, you your exercise will be required to certify represent and constitute your certification to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award Option will be immediately forfeited and any portion of the Award Option previously paid to you will be subject to recoupment by the Company in accordance with Section 10(f8(f) of the Award Agreement. ≥16.0% 200% Terms and Conditions This Exhibit B includes additional and/or alternative terms and conditions that govern the Option granted to the Participant under The Travelers Companies, Inc. Amended and Restated 2014 Stock Incentive Plan (Maximumthe “Plan”) 14.5 180 13.0 160 12.5 150 12.0 140 11.5 130 11.0 120 10.5 110 10.0 100 8.5 75 8.0 50 if the Participant is employed in one of the jurisdictions listed below on the Grant Date or on the Termination Date if the Participant is employed in California immediately prior to such Termination Date. Capitalized terms used but not defined in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is applicable to the Participant (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that based on the Participant’s place of employment on the Grant Date or on the Termination Date if the Participant is at least 8.0%, but falls between two Performance Period XXX performance levelsemployed in California immediately prior to such Termination Date), the percentage provisions set forth in this Exhibit B will apply to the Participant and will supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant. Notifications This Exhibit B also includes information regarding exchange controls and certain other issues of performance shares vested shall which the Participant should be interpolated (for exampleaware with respect to the Participant’s participation in the Plan. The information is based on the securities, if Performance Period XXX is 13.75%exchange control and other laws in effect in the respective jurisdictions as of January 2017. Such laws are often complex and change frequently. As a result, 170% the Company strongly recommends that the Participant should not rely on the information noted in this Exhibit B as the only source of information relating to the consequences of the performance shares would Participant’s participation in the Plan because the information may be vested)out of date by the time the Participant’s Option hereunder is exercised. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s jurisdiction may apply to the Participant’s situation. Finally, the Participant understands that if he or she is a citizen or resident of a jurisdiction other than the one in which the Participant is currently working, transfers employment after the Grant Date, or is considered a resident of another jurisdiction for local law purposes, the information contained herein may not apply to the Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply.
Appears in 1 contract
Retirement Rule. If, as of your Termination Date (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave)Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service service, or (iiiii) age 55 with 10 or more full years of service, then you meet the "“Retirement Rule." ” The Retirement Rule will does not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Company Committee or its designee in its sole discretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employmentdiscretion); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. Meet the Retirement Rule (subjectto subject to Exhibit CB, if applicable) You Your restricted stock unit Award Shares will be entitled to receive multiplied by a fraction, the numerator of which is the number of shares of Common Stock equal days from the Grant Date to the shares Termination Date, and the denominator of which is the number of days in the original vesting period for the restricted stock unit Award. At your retirement, any Award Shares in excess of that amount determined under the immediately preceding sentence will be forfeited and cancelled. The restricted stock unit Award Shares that you would have received, if any, if your employment had not terminated due retain will continue to retirement in accordance with vest and the Retirement Rule. Any such shares will be received at issued and distributed to you upon the time of settlement of Vesting Date for the performance shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule Award, provided that, during the period prior to the time of settlementVesting Date, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Company Committee or its designee in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily or if you are employed in any state where state law prohibits such non-compete provisionsinvoluntarily, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. In This Exhibit B includes additional and/or alternative terms and conditions that govern the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant Award granted to the Retirement Rule Participant under The Travelers Companies, Inc. Amended and Restated 2004 Stock Incentive Plan (the “Plan”) if the Participant is employed in one of the countries listed below on the Grant Date. Capitalized terms used but not defined in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is applicable to the Participant (based on the Participant’s place of employment on the Grant Date), the provisions set forth in this Exhibit B will apply to the Participant and will supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant. This Exhibit B also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2014. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant should not rely on the information noted in this Exhibit B as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date by the time the Participant’s Award hereunder is settled. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation. Finally, the Participant understands that if he or she is a citizen or resident of a country other than following an involuntary termination)the one in which the Participant is currently working, any outstanding portion transfers employment after the Grant Date, or is considered a resident of another country for local law purposes, the Award will be immediately forfeited information contained herein may not apply to the Participant, and any portion of the Award previously paid to you will be subject to recoupment by the Company shall, in accordance with Section 10(f) of its discretion, determine to what extent the Award Agreement. ≥16.0% 200% (Maximum) 14.5 180 13.0 160 12.5 150 12.0 140 11.5 130 11.0 120 10.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levels, the percentage of performance shares vested terms and conditions contained herein shall be interpolated (for example, if Performance Period XXX is 13.75%, 170% of the performance shares would be vested)apply.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Travelers Companies, Inc.)
Retirement Rule. If, as of your Termination Date (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave), you are at least (i) age 65, (ii) age 62 with one or more full years of service service, or (iiiii) age 55 with 10 or more full years of service, then you meet the "“Retirement Rule." ” The Retirement Rule will not apply to your Award Option or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Company in its sole discretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award Option or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. Meet the Retirement Rule (subjectto subject to Exhibit C, B if applicable) You will Unvested options fully vest on the Termination Date. Vested options may be entitled exercised for up to receive a number of shares of Common Stock equal to three years from the shares you would have receivedTermination Date, if anybut no later than the original option expiration date, if your employment had not terminated due to retirement in accordance with the Retirement Rule. Any such shares will be received at the time of settlement of the performance shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, that you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. When called for under you exercise any options subject to the above rulesRetirement Rule, as a condition to receiving payment, you your exercise will be required to certify represent and constitute your certification to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award Option will be immediately forfeited and any portion of the Award Option previously paid to you will be subject to recoupment by the Company in accordance with Section 10(f8(f) of the Award Agreement. ≥16.0% 200% Terms and Conditions This Exhibit B includes additional and/or alternative terms and conditions that govern the Option granted to the Participant under The Travelers Companies, Inc. Amended and Restated 2014 Stock Incentive Plan (Maximumthe “Plan”) 14.5 180 13.0 160 12.5 150 12.0 140 11.5 130 11.0 120 10.5 110 10.0 100 8.5 75 8.0 50 if the Participant is employed in one of the jurisdictions listed below on the Grant Date or on the Termination Date if the Participant is employed in California immediately prior to such Termination Date. Capitalized terms used but not defined in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is applicable to the Participant (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that based on the Participant’s place of employment on the Grant Date or on the Termination Date if the Participant is at least 8.0%, but falls between two Performance Period XXX performance levelsemployed in California immediately prior to such Termination Date), the percentage provisions set forth in this Exhibit B will apply to the Participant and will supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant. Notifications This Exhibit B also includes information regarding exchange controls and certain other issues of performance shares vested shall which the Participant should be interpolated (for exampleaware with respect to the Participant’s participation in the Plan. The information is based on the securities, if Performance Period XXX is 13.75%exchange control and other laws in effect in the respective jurisdictions as of January 2018. Such laws are often complex and change frequently. As a result, 170% the Company strongly recommends that the Participant should not rely on the information noted in this Exhibit B as the only source of information relating to the consequences of the performance shares would Participant’s participation in the Plan because the information may be vested)out of date by the time the Participant’s Option hereunder is exercised. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s jurisdiction may apply to the Participant’s situation. Finally, the Participant understands that if he or she is a citizen or resident of a jurisdiction other than the one in which the Participant is currently working, transfers employment after the Grant Date, or is considered a resident of another jurisdiction for local law purposes, the information contained herein may not apply to the Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply.
Appears in 1 contract
Retirement Rule. If, as of your Termination Date (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave)Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service service, or (iiiii) age 55 with 10 or more full years of service, then you meet the "“Retirement Rule." ” The Retirement Rule will not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Company in its sole discretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employmentdiscretion); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. Meet the Retirement Rule (subjectto subject to Exhibit C, if applicable) You will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days from the first day of the Performance Period to the Termination Date, divided by the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the performance shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 and 10 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and provide such other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award will be immediately forfeited and any portion of the Award previously paid to you will be subject to recoupment by the Company in accordance with Section 10(f) of the Award Agreement. ≥16.0>16.0% 200150% (Maximum) 15.5 140 15.0 130 14.5 180 13.0 160 12.5 150 12.0 140 11.5 130 11.0 120 10.5 13.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levels, the percentage of performance shares vested shall be interpolated (for example, if Performance Period XXX is 13.7514.0%, 170115% of the performance shares would be vested).. Definitions:
Appears in 1 contract
Samples: Performance Shares Award Agreement (Travelers Companies, Inc.)
Retirement Rule. If, as of your Termination Date (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave)Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service service, or (iiiii) age 55 with 10 or more full years of service, then you meet the "“Retirement Rule." ” The Retirement Rule will not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Company in its sole discretion at the time of or following your termination of employmentdiscretion) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. Meet the Retirement Rule (subjectto subject to Exhibit C, if applicable) You will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days from the first day of the Performance Period to the Termination Date, divided by the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the performance shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 and 10 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and provide such other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award will be immediately forfeited and any portion of the Award previously paid to you will be subject to recoupment by the Company in accordance with Section 10(f) of the Award Agreement. ≥16.0>16.0% 200150% (Maximum) 15.5 140 15.0 130 14.5 180 13.0 160 12.5 150 12.0 140 11.5 130 11.0 120 10.5 13.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levels, the percentage of performance shares vested shall be interpolated (for example, if Performance Period XXX is 13.7514.0%, 170115% of the performance shares would be vested).. Definitions:
Appears in 1 contract
Samples: Performance Shares Award Agreement (Travelers Companies, Inc.)
Retirement Rule. If, as of your Termination Date (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave)termination date, you are at least (i) age 65, (ii) age 62 with one or more full years of service service, or (iiiii) age 55 with 10 or more full years of service, then you meet the "“Retirement Rule." ” If you are terminated under the Company’s applicable separation pay plan or any successor or comparable arrangement, if any, your termination date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. The Retirement Rule will does not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Company in its sole discretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existedcause. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If you: Meet the Retirement Rule (subjectto Exhibit CUnvested options fully vest on the termination date. Vested options may be exercised for up to three years from the termination date, if applicable) You will be entitled to receive a number of shares of Common Stock equal to but no later than the shares you would have receivedoriginal option expiration date, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule. Any such shares will be received at the time of settlement of the performance shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, that you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Company in its sole discretion)Company, including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete competition provision if you are terminated involuntarily or if involuntarily. When you are employed in exercise any state where state law prohibits such non-compete provisions, but you remain options subject to Sections 9 the Retirement Rule, your exercise will represent and 10 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify constitute your certification to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group Company since your Termination Date, and termination date. You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. In · The Committee determines what constitutes “gross misconduct” and “cause”. THIS NON-SOLICITATION AND NON-DISCLOSURE AGREEMENT (“Agreement”) is a part of the event that you are determined to have engaged terms and conditions of the award issued by The Travelers Companies, Inc., a Minnesota corporation with its principal place of business located in competitive activities while receiving St. Xxxx, Minnesota and its affiliated entities (collectively, the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination“Company”), any outstanding portion in favor of the Award will be immediately forfeited and any portion of participant named in the Award previously paid term sheet (the “Employee”) to you will be subject to recoupment by the Company in accordance with Section 10(f) of the Award Agreement. ≥16.0% 200% (Maximum) 14.5 180 13.0 160 12.5 150 12.0 140 11.5 130 11.0 120 10.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (which this Agreement is attached as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levels, the percentage of performance shares vested shall be interpolated (for example, if Performance Period XXX is 13.75%, 170% of the performance shares would be vested)an exhibit.
Appears in 1 contract
Retirement Rule. If, as of your Termination Date (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave)Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service service, or (iiiii) age 55 with 10 or more full years of service, then you meet the "“Retirement Rule." ” The Retirement Rule will does not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Company Committee or its designee in its sole discretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employmentdiscretion); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. Meet the Retirement Rule (subjectto subject to Exhibit C, B if applicable) You will Unvested options fully vest on the Termination Date. Vested options may be entitled exercised for up to receive a number of shares of Common Stock equal to three years from the shares you would have receivedTermination Date, if anybut no later than the original option expiration date, if your employment had not terminated due to retirement in accordance with the Retirement Rule. Any such shares will be received at the time of settlement of the performance shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, that you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Company Committee or its designee in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily or if you are employed in any state where state law prohibits such non-compete provisionsinvoluntarily, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. When called for under you exercise any options subject to the above rulesRetirement Rule, as a condition to receiving payment, you your exercise will be required to certify represent and constitute your certification to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. In Terms and Conditions This Exhibit B includes additional and/or alternative terms and conditions that govern the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant Award granted to the Retirement Rule Participant under The Travelers Companies, Inc. 2014 Stock Incentive Plan (the “Plan”) if the Participant is employed in one of the jurisdiction listed below on the Grant Date or on the Termination Date if the Participant is employed in California immediately prior to such Termination Date. Capitalized terms used but not defined in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is applicable to the Participant (based on the Participant’s place of employment on the Grant Date or on the Termination Date if the Participant is employed in California immediately prior to such Termination Date), the provisions set forth in this Exhibit B will apply to the Participant and will supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant. Notifications This Exhibit B also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective jurisdictions as of January 2015. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant should not rely on the information noted in this Exhibit B as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date by the time the Participant’s Option hereunder is exercised. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s jurisdiction may apply to the Participant’s situation. Finally, the Participant understands that if he or she is a citizen or resident of a jurisdiction other than following an involuntary termination)the one in which the Participant is currently working, any outstanding portion transfers employment after the Grant Date, or is considered a resident of another jurisdiction for local law purposes, the Award will be immediately forfeited information contained herein may not apply to the Participant, and any portion of the Award previously paid to you will be subject to recoupment by the Company shall, in accordance with Section 10(f) of its discretion, determine to what extent the Award Agreement. ≥16.0% 200% (Maximum) 14.5 180 13.0 160 12.5 150 12.0 140 11.5 130 11.0 120 10.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levels, the percentage of performance shares vested terms and conditions contained herein shall be interpolated (for example, if Performance Period XXX is 13.75%, 170% of the performance shares would be vested)apply.
Appears in 1 contract
Samples: Stock Option Grant Agreement (Travelers Companies, Inc.)
Retirement Rule. If, as of your Termination Date (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave)Date, you are at least (i) age 65, (ii) age 62 with one or more full years of service service, or (iiiii) age 55 with 10 or more full years of service, then you meet the "“Retirement Rule." ” If you are terminated under the Company’s applicable separation pay plan or any successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. The Retirement Rule will does not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Company in its sole discretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existedcause. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. If you are terminated under the Company’s applicable separation pay plan or successor or comparable arrangement, if any, your Termination Date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. Meet the Retirement Rule (subjectto Exhibit C, if applicable) You will be entitled to receive a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule, multiplied by a fraction equal to the number of days from the first day of the Performance Period to the Termination Date, divided by the total number of days in the Performance Period. Any such shares will be received at the time of settlement of the performance shares Performance Shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule provided that, prior to the time of settlement, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Company in its sole discretion)Group, including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily involuntarily, or if you are employed in any state where state law prohibits such non-compete provisionsprovision, but you remain subject to Sections 9 and 10 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and provide such other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award will be immediately forfeited and any portion of the Award previously paid to you will be subject to recoupment by the Company in accordance with Section 10(f) of the Award Agreement> 15. ≥16.00% 200130% (Maximum) 14.5 180 13.0 160 12.5 150 12.0 140 11.5 130 11.0 14. 5 120 10.5 13. 5 110 10.0 10. 0 100 8.5 8. 5.0 75 8.0 7. 0 50 (Threshold) <8.0 < 7. 0 0 * For any Performance Period XXX (as defined below) that is at least 8.07.0%, but falls between two Performance Period XXX performance levels, the percentage of performance shares Performance Shares vested shall be interpolated (for example, if Performance Period XXX is 13.7514.0%, 170115% of the performance shares Performance Shares would be vested).
Appears in 1 contract
Samples: Performance Shares Award Agreement (Travelers Companies, Inc.)
Retirement Rule. If, as of your Termination Date (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave), you are at least (i) age 62 with one or more full years of service or (ii) age 55 with 10 or more full years of service, then you meet the "Retirement Rule." If you meet the Retirement Rule pursuant to clause (ii) of the preceding sentence (but not pursuant to clause (i) of the preceding sentence), that will constitute an “Early Retirement” for purposes of this Agreement. The Retirement Rule will not apply to your Award Option or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Company in its sole discretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award Option or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. Meet the Retirement Rule (subjectto subject to Exhibit C, B if applicable) You will Unvested options fully vest on the Termination Date. Vested options may be entitled exercised for up to receive five years from the Termination Date in the case of an Early Retirement, but no later than the original option expiration date, and may be exercised until the original option expiration date in the case of a number of shares of Common Stock equal to the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule. Any such shares will be received at the time of settlement of the performance shares after the end of the Performance Period. You will have a right to payment under termination meeting the Retirement Rule provided thatthat is not an Early Retirement; provided, prior to the time of settlementin each case, that you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily or if you are employed in any state where state law prohibits such non-compete provisions, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. When called for under you exercise any options subject to the above rulesRetirement Rule, as a condition to receiving payment, you your exercise will be required to certify represent and constitute your certification to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. In the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award Option will be immediately forfeited and any portion of the Award Option previously paid to you will be subject to recoupment by the Company in accordance with Section 10(f8(f) of the Award Agreement. ≥16.0% 200% Terms and Conditions This Exhibit B includes additional and/or alternative terms and conditions that govern the Option granted to the Participant under The Travelers Companies, Inc. Amended and Restated 2014 Stock Incentive Plan (Maximumthe “Plan”) 14.5 180 13.0 160 12.5 150 12.0 140 11.5 130 11.0 120 10.5 110 10.0 100 8.5 75 8.0 50 if the Participant is employed in one of the jurisdictions listed below on the Grant Date or on the Termination Date if the Participant is employed in California immediately prior to such Termination Date. Capitalized terms used but not defined in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is applicable to the Participant (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that based on the Participant’s place of employment on the Grant Date or on the Termination Date if the Participant is at least 8.0%, but falls between two Performance Period XXX performance levelsemployed in California immediately prior to such Termination Date), the percentage provisions set forth in this Exhibit B will apply to the Participant and will supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant. Notifications This Exhibit B also includes information regarding exchange controls and certain other issues of performance shares vested shall which the Participant should be interpolated (for exampleaware with respect to the Participant's participation in the Plan. The information is based on the securities, if Performance Period XXX is 13.75%exchange control and other laws in effect in the respective jurisdictions as of January 2021. Such laws are often complex and change frequently. As a result, 170% the Company strongly recommends that the Participant should not rely on the information noted in this Exhibit B as the only source of information relating to the consequences of the performance shares would Participant’s participation in the Plan because the information may be vested)out of date by the time the Participant’s Option hereunder is exercised. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s jurisdiction may apply to the Participant's situation. Finally, the Participant understands that if he or she is a citizen or resident of a jurisdiction other than the one in which the Participant is currently working, transfers employment after the Grant Date, or is considered a resident of another jurisdiction for local law purposes, the information contained herein may not apply to the Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply.
Appears in 1 contract
Retirement Rule. If, as of your Termination Date (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave)termination date, you are at least (i) age 65, (ii) age 62 with one or more full years of service service, or (iiiii) age 55 with 10 or more full years of service, then you meet the "“Retirement Rule." ” If you are terminated under the Company’s applicable separation pay plan or any successor or comparable arrangement, if any, your termination date for purposes of determining whether you qualify under the Retirement Rule is your last day of active employment with the Company. The Retirement Rule will does not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Company in its sole discretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existedcause. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. Meet the Retirement Rule (subjectto Exhibit C, if applicable) You Your restricted stock unit Award Shares will be entitled to receive multiplied by a fraction, the numerator of which is the number of shares days from the grant date to your date of Common Stock equal termination, and the denominator of which is the number of days in the original vesting period for the restricted stock unit Award. At your retirement, any Award Shares in excess of that amount determined under the immediately preceding sentence will be forfeited and cancelled. The restricted stock unit Award Shares that you retain will continue to vest and the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule. Any such shares will be received at issued and distributed to you upon the time of settlement of Vesting Date for the performance shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule Award, provided that, during the period prior to the time of settlementVesting Date, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Company in its sole discretion)Company, including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You If you meet the Retirement Rule and are terminated involuntarily, the restricted stock unit Awards that you retain (as determined using the proration fraction set forth above) generally will be distributed as soon as practicable following your termination date, and you will not be subject to this the non-compete provision requirement in that case. However, if you are terminated involuntarily or if considered a “specified employee” under the tax laws (which generally includes the top 50 officers ranked by included compensation) and you are employed in any state where state law prohibits such terminated involuntarily, the shares of Common Stock represented by your retained restricted stock unit Awards 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 Award, provided you comply with the non-compete provisions, but you remain subject to Sections 9 and 10 of the Award Agreement, and the XXX Agreementrequirement during that delayed period. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group Company since your Termination Date, and termination date. You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. In · The Committee determines what constitutes “gross misconduct” and “cause.” THIS NON-SOLICITATION AND NON-DISCLOSURE AGREEMENT (“Agreement”) is a part of the event that you are determined to have engaged terms and conditions of the award issued by The Travelers Companies, Inc., a Minnesota corporation with its principal place of business located in competitive activities while receiving St. Xxxx, Minnesota and its affiliated entities (collectively, the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination“Company”), any outstanding portion in favor of the Award will be immediately forfeited and any portion of participant named in the Award previously paid term sheet (the “Employee”) to you will be subject to recoupment by the Company in accordance with Section 10(f) of the Award Agreement. ≥16.0% 200% (Maximum) 14.5 180 13.0 160 12.5 150 12.0 140 11.5 130 11.0 120 10.5 110 10.0 100 8.5 75 8.0 50 (Threshold) <8.0 0 * For any Performance Period XXX (which this Agreement is attached as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levels, the percentage of performance shares vested shall be interpolated (for example, if Performance Period XXX is 13.75%, 170% of the performance shares would be vested)an exhibit.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Travelers Companies, Inc.)
Retirement Rule. If, as of your Termination Date (including, without limitation, a Termination Date that occurs after the onset of a disability or other approved leave), you are at least (i) age 62 with one or more full years of service or (ii) age 55 with 10 or more full years of service, then you meet the "Retirement Rule." The Retirement Rule will not apply to your Award or any Prior Equity Award if you were involuntarily terminated for gross misconduct or for cause (as determined by the Company in its sole discretion at the time of or following your termination of employment) or you voluntarily terminated your employment where grounds for involuntary termination for gross misconduct or for cause existed (as determined by the Company in its sole discretion at the time of or following your termination of employment); provided, however, that if such termination occurs within 24 months following a Change of Control, the Retirement Rule will only not apply to your Award or any Prior Equity Award if you are involuntarily terminated for “Cause” (as defined above) or if you voluntarily terminate employment where grounds for “Cause” (as defined above) existed. If you retire and do not meet the Retirement Rule, you will be considered to have resigned. Meet the Retirement Rule (subjectto subject to Exhibit CB, if applicable) You Your restricted stock unit Award Shares will be entitled continue to receive a number of shares of Common Stock equal to vest and the shares you would have received, if any, if your employment had not terminated due to retirement in accordance with the Retirement Rule. Any such shares will be received at issued and distributed to you upon the time of settlement of Vesting Date for the performance shares after the end of the Performance Period. You will have a right to payment under the Retirement Rule Award, provided that, during the period prior to the time of settlementVesting Date, you do not engage in any activities that compete with the business operations of the Travelers Group (as determined by the Company in its sole discretion), including, but not limited to, working for another insurance company engaged in the property casualty insurance business as either an employee or independent contractor. You are not subject to this non-compete provision if you are terminated involuntarily or if you are employed in any state or country where state applicable law prohibits such non-compete provisions, as identified in the state and country-specific modifications set forth in Exhibit B of the Award Agreement, but you remain subject to Sections 9 7 and 10 8 of the Award Agreement, and the XXX Agreement. When called for under the above rules, as a condition to receiving payment, you will be required to certify to the Company that you have not engaged in any activities that compete with the business operations of the Travelers Group since your Termination Date, and . You may be required to provide such the Company with other evidence of your compliance with the Retirement Rule as the Company may require. In Subject to the state- and country-specific modifications set forth in Exhibit B of the Award Agreement, in the event that you are determined to have engaged in competitive activities while receiving the benefit of continued vesting pursuant to the Retirement Rule (other than following an involuntary termination), any outstanding portion of the Award will be immediately forfeited and any portion of the Award previously paid to you will be subject to recoupment by the Company in accordance with Section 10(f8(f) of the Award Agreement. ≥16.0% 200% This Exhibit B includes additional and/or alternative terms and conditions that govern the Award granted to the Participant under The Travelers Companies, Inc. 2023 Stock Incentive Plan (Maximumthe “Plan”) 14.5 180 13.0 160 12.5 150 12.0 140 11.5 130 11.0 120 10.5 110 10.0 100 8.5 75 8.0 50 if the Participant’s Employment Jurisdiction is one of the jurisdictions listed below on the Grant Date or on the Termination Date. Capitalized terms used but not defined in this Exhibit B are defined in the Plan and/or Award Agreement and have the meanings set forth therein. To the extent that this Exhibit B is applicable to the Participant (Threshold) <8.0 0 * For any Performance Period XXX (as defined below) that is at least 8.0%, but falls between two Performance Period XXX performance levelsbased on the Participant’s Employment Jurisdiction on the Grant Date or on the Termination Date), the percentage of performance shares vested shall be interpolated (for example, if Performance Period XXX is 13.75%, 170% of provisions set forth in this Exhibit B will apply to the performance shares would be vested)Participant and will supersede the corresponding provisions set forth in the Award Agreement with respect to the Participant.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Travelers Companies, Inc.)
