Exhibit 10.32


 


	
  Please
  review this agreement and scroll to the bottom to accept or to return to the

  Equity Compensation Web

  



 


TRAVELERS

RESTRICTED STOCK UNIT AWARD NOTIFICATION AND AGREEMENT


 


(This award must be
accepted by 11:59 p.m. (Eastern Time) on


                  
    , 20    , or it will be forfeited.
Refer below to Section 15.)


 


	
  Participant:

  	
   

  	
  Grant Date:

  	
   

  	
  XXXXXXX

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Number of Award Shares:

  	
   

  	
  Vesting Date:

  	
   

  	
  XXXXXXX

  



 


1. Grant of Restricted Stock Units. This restricted
stock unit award (“Award”) is granted pursuant to The Travelers Companies, Inc.
Amended and Restated 2004 Stock Incentive Plan (the “Plan”), by The Travelers
Companies, Inc. (the “Company”) to you as an employee of the Company or an
affiliate of the Company (together, the “Travelers Group”). The Company hereby
grants to the Participant as of the Grant Date an award (“Award”) consisting of
a right to receive the number of shares set forth above (“Award Shares”) of the
Company’s common stock, no par value (“Common Stock”), upon the Vesting Date,
pursuant to the Plan, as it may be amended from time to time, and subject to
the terms, conditions, and restrictions set forth herein, including, without
limitation, the conditions set forth in Section 5.


 


2. Terms and Conditions. The terms, conditions, and
restrictions applicable to the Award are specified in the Plan, this grant
notification and agreement, including Exhibit A (the “Award Agreement”),
and the prospectus dated January 29, 2010 (titled “Travelers Equity Awards”)
and any applicable prospectus supplement (together, the “Prospectus”). The
terms, conditions and restrictions in the Plan and the Prospectus include, but
are not limited to, provisions relating to amendment, vesting, cancellation,
and settlement, all of which are hereby incorporated by reference into this
Award Agreement to the extent not otherwise set forth herein.


 


By accepting the Award, the Participant acknowledges receipt
of the Prospectus and that he or she has read and understands the Prospectus.


 


The
Participant understands that the Award and all other incentive awards are
entirely discretionary and that no right to receive an award exists absent a
prior written agreement with the Company to the contrary. The Participant also
understands that the value that may be realized, if any, from the Award is
contingent, and depends on the future market price of the Common Stock, among
other factors. The Participant further confirms his or her understanding that
the Award is intended to promote employee retention and stock ownership and to
align employees’ interests with those of shareholders, is subject to vesting
conditions and will be cancelled if the vesting conditions are not satisfied.
Thus, the Participant understands that (a) any monetary value assigned to
the Award in any communication regarding the Award is contingent, hypothetical,
or for illustrative purposes only, and does not express or imply any promise or
intent by the Company to deliver, directly or indirectly, any certain or
determinable cash value to the Participant; (b) receipt of the Award or
any incentive award in the past is neither an indication nor a guarantee that
an incentive award of any type or amount will be made in the future, and that
absent a written agreement to the contrary, the Company is free to change its
practices and policies regarding incentive awards at any time; and (c) vesting
may be subject to confirmation and final determination by the Company’s Board
of Directors or its Compensation Committee (the “Committee”) that the vesting
conditions have been satisfied. The Participant shall have no rights as a
stockholder of the Company with respect to any shares covered by the Award
unless and until the Award is vested and settled in shares of Common Stock.


 


3. Vesting. The Award shall vest in full
on the Vesting Date set forth above provided the Participant remains
continuously employed within the Travelers Group. If the participant has a
termination of, or break in, employment prior to the Vesting Date, the
Participant’s rights are


 

















 


determined
under the Award Rules of Exhibit A.


 


4. Settlement of Award. The Company shall deliver to
the Participant a number of shares of Common Stock equal to the number of
vested Award Shares on the Vesting Date or as soon as administratively
practicable thereafter. The number of shares of Common Stock delivered to the
Participant shall be reduced by a number of shares of Common Stock having a
Fair Market Value on the date of delivery equal to the tax withholding
obligation, unless the Plan administrator is notified in advance of the Award
settlement and the Participant elects another method for tax withholding.


 


5. Grant Conditioned on Principles of Employment Agreement.


 


(a) 
Notwithstanding any contrary provision in this grant notification and
agreement, the grant of the Award shall not be effective and shall be null and
void unless the Participant has agreed, in the manner prescribed by the Company
and no later than the date immediately preceding the Grant Date, to be bound by
the Company’s Principles of Employment Agreement in effect on the date
immediately preceding the Grant Date (the “POE Agreement”), as published on the
Company’s intranet site or previously distributed in hard copy to Participant.


 


(b) 
By accepting the Award, the Participant agrees that the POE Agreement shall
supersede and replace the form of Principles of Employment Agreement contained
or referenced in any prior equity award made by the Company to the Participant,
and, accordingly, such prior equity award shall become subject to the terms and
conditions of the POE Agreement.


 


(c) In
the case of a Participant who has received this grant upon or in connection
with the commencement of his or her employment with the Travelers Group, 5(a) and
5(b) shall not apply. While the grant to such Participant is not
conditioned on prior execution of the POE Agreement, the Participant shall
forfeit the grant and it shall be cancelled and of no further force and effect
if the Participant fails to sign and deliver the POE Agreement to the Company
by the deadline set forth in his or her offer letter or employment agreement,
or in the absence of such deadline, by the close of the fifth (5th) business day of his or her
employment with the Travelers Group.


 


6. Acceptance of Exhibit A - Award Rules. The Participant
agrees to be bound by the terms of the Award Rules set forth in Exhibit A
(“Award Rules”).


 


7. Acceptance of Non-Solicitation Conditions. The Participant
agrees to be bound by the following conditions (the “Non-Solicitation
Conditions”):


 


(a) The
Company and the Participant understand, intend and agree that the
Non-Solicitation Conditions of this Section 7 are intended to protect the
Travelers Group against the Participant raiding its employees and/or its
business during the twelve (12) month period (the “Restricted Period”)
following the date of the conclusion of the Participant’s employment with the
Travelers Group (whether voluntary or involuntary) as reflected on the books
and records of the Travelers Group (the “Termination Date”), while recognizing
that after the Termination Date, the Participant is still permitted to freely
compete with the Travelers Group, except to the extent “Confidential
Information” (which means any technical or business information developed by,
for, or at the expense of the Travelers Group, or assigned or entrusted to the
Travelers Group, unless such information is generally known outside of the
Travelers Group) is used in such solicitation and subject to certain
restrictions set forth below. Further, nothing in this Section 7 is intended
to grant or limit any rights or claims as to any future employer of the
Participant.


 


(b) During
the Restricted Period, the Participant will not seek to recruit or solicit, or
assist, participate in or promote the recruiting or solicitation of, interfere
with, attempt to influence or otherwise affect the employment of any person who
was or is employed by the Travelers Group at any time during the last three
months of the Participant’s employment or during the Restricted Period.
Further, the Participant shall not, on behalf of himself or herself or any
other person, hire, employ or engage any such person. The Participant shall not
directly engage in the aforesaid conduct through a third party for the purpose
of colluding to avoid the restrictions in this Section 7. However, the
Non-Solicitation Conditions do not preclude the Participant from directing a
third party (including but not limited to employees of his/her subsequent
employer or a search firm) to broadly solicit, recruit, and hire individuals,
some of whom may be employees of the Travelers Group, provided that the
Participant does not specifically direct such third party specifically to
target employees of the Travelers Group generally or specific individual


 

















 


employees
of the Travelers Group.


 


(c) If,
after the Termination Date, the Participant accepts a position as an employee,
consultant or contractor with a direct competitor of the Company, then, during
the Restricted Period, the Participant will not use Confidential Information to
seek to recruit or solicit, or assist, participate in or promote the recruiting
or solicitation of, interference with, attempt to influence or otherwise affect
any person or entity who is a client, customer, policyholder, or agent of the
Travelers Group, to discontinue business with the Travelers Group, and/or move
that business elsewhere. The Participant also agrees not to be directly and
personally involved in the negotiation, competition for, solicitation or
execution of any individual book roll over(s) or other book of business
transfer arrangements involving the transfer of business away from Travelers
Group, at any time after the Termination Date, even if Confidential Information
is not involved. The Participant may, at any time after the Termination Date, direct
a third party (including but not limited to employees of his/her subsequent
employer) to negotiate, compete for, solicit and execute such book roll over(s) or
other book of business transfer arrangements, provided that (i) Confidential
Information is not involved, (ii) the Participant is not personally and
directly involved in such activities, and (iii) the Participant does not
direct such third party specifically to target agents of Travelers Group.


 


(d) Subject
to the non-competition obligations in the Award Rules that apply to
Participants meeting the “Retirement Rule,” at any time after the Termination
Date, the Participant may otherwise freely compete with the Travelers Group,
including but not limited to competing on an account by account or deal by deal
basis, to the extent that he or she does not violate the provisions of
subsection (c) above.


 


8. Forfeiture of Restricted Stock Unit Award.


 


(a) The
Participant acknowledges and agrees as follows:


 


(i) The
Participant acknowledges that the receipt of the Award constitutes good,
valuable and independent consideration for the Participant’s acceptance of and
compliance with the provisions of the Award Agreement, including the forfeiture
and recapture provision below, and the Non-Solicitation Conditions.


 


(ii) The
Participant acknowledges that his or her rights with respect to the Award are
conditioned on his or her timely acceptance of the POE Agreement and his or her
compliance with the POE Agreement at all times thereafter.


 


(b) The Participant agrees that, during the term of his or
her employment with the Travelers Group and during the Restricted Period, if
the Participant breaches the Non-Solicitation Conditions and/or the POE
Agreement, in addition to all rights and remedies available to the Company at
law and in equity (including without limitation those set forth in the Award Rules for
involuntary termination), the Participant will immediately forfeit any award
issued pursuant to this Award Agreement that has not yet been paid, exercised
or vested. The Company may also recapture from the Participant any
and all compensatory value that the Participant received for the last twelve
(12) months of his or her employment and through the end of the Restricted
Period from any such award (including without limitation the amount of any cash
payment made to the Participant upon exercise or settlement of the award,
and/or the amount included as compensation in the taxable income of the
Participant upon vesting or exercise of the award). The Participant will promptly
pay the full amount due upon demand by the Company, in the form of cash or
shares of Common Stock at current fair market value.


 


(c) The
forfeiture and recapture remedies under paragraph (b) shall not limit or
modify the Company’s rights and remedies with respect to any breaches of the
Award Agreement at any time after the end of the Restricted Period.


 


(d) The
Award Rules provide a right to payment, subject to certain conditions,
following the Participant’s Termination Date if the Participant meets the
Retirement Rule which, among other conditions, may require that the
Participant not engage in any activities that compete with the business
operations of the Travelers Group through the Vesting Date (such non-compete
condition may extend beyond the Restricted Period). The remedies for a
violation of such non-compete conditions are specified in the Award Rules and
are in addition to any remedies of the Travelers Group under this Section 8.


 

















 


(e) Except
to the extent prohibited by law, an outstanding Award may be forfeited, and the
compensatory value received under the Award may be subject to recoupment by the
Company, in accordance with the policies of the Company in effect from time to
time with respect to forfeiture and recoupment of bonus payments, retention
awards, cash or stock-based incentive compensation or awards, or similar forms
of compensation, and the terms of any such policy, while it is in effect, are
incorporated herein by reference.


 


9. Consent to Electronic Delivery. In lieu of
receiving documents in paper format, the
Participant agrees, to the fullest extent permitted by law, to accept
electronic delivery of any documents that the Company may be required to
deliver (including, but not limited to, prospectuses, prospectus
supplements, grant or award notifications and agreements, account statements,
annual and quarterly reports, and all other agreements, forms and
communications) in connection with this and any other prior or future incentive
award or program made or offered by the Company or its predecessors or
successors. Electronic delivery of a document to the Participant may be via a
Company e-mail system or by reference to a location on a Company intranet site
to which the Participant has access.


 


10. Administration. In administering the Plan,
or to comply with applicable legal, regulatory, tax, or accounting
requirements, it may be necessary for a member of the Travelers Group to
transfer certain Participant data to another member of the Travelers Group, or
to its outside service providers or governmental agencies. By accepting the
Award, the Participant consents, to the fullest extent permitted by law, to the
use and transfer, electronically or otherwise, of his or her personal data to
such entities for such purposes.


 


11. Entire Agreement/Amendment/Survival/Assignment. The terms,
conditions and restrictions set forth in the Plan, this Award Agreement and the
Prospectus, constitute the entire understanding between the parties hereto
regarding the Award and supersede all previous written, oral, or implied
understandings between the parties hereto about the subject matter hereof. This
Award Agreement may be amended by a subsequent writing (including e-mail or
electronic form) agreed to between the Company and the Participant. Section headings
herein are for convenience only and have no effect on the interpretation of
this Award Agreement. The provisions of the Award Agreement that are intended
to survive the Termination Date of a Participant shall survive such date. The
Company may assign this Award Agreement and its rights and obligations
hereunder to any current or future member of the Travelers Group.


 


12. No Right to Employment. The Participant agrees that
nothing in this Award Agreement constitutes a contract of employment with the
Company for a definite period of time. The employment relationship is “at will,”
which affords the Participant or the Travelers Group the right to terminate the
relationship at any time for any reason or no reason not otherwise prohibited
by applicable law. The Travelers Group retains the right to decrease the
Participant’s compensation and/or benefits, transfer or demote the Participant
or otherwise change the terms or conditions of the Participant’s employment
with the Travelers Group.


 


13. Transfer Restrictions. The Participant may not
sell, assign, transfer, pledge, encumber or otherwise alienate, hypothecate or
dispose of the Award or his or her right hereunder to receive any Award Shares,
except as otherwise provided in the Prospectus.


 


14. Conflict. In the event of a conflict
between the Plan, the Award Agreement and/or the Prospectus, the documents
shall control in that order (that is, the Plan, the Award Agreement and the
Prospectus).


 


15. Acceptance and Agreement by the Participant; Forfeiture
upon Failure to Accept. By clicking the button after the text of Exhibit A,
the Participant accepts the Award and agrees to be bound by the terms,
conditions, and restrictions set forth in the Award Agreement. The Participant’s
rights under the Award will lapse at 12:00 a.m. (Eastern Time) on XXXXXXX, and the Award will be
forfeited on such date if the Participant does not accept the Award by clicking
the button on or before 11:59 p.m. (Eastern Time) on XXXXXXX. In the case of a grant
issued upon or in connection with commencement of employment with the Travelers
Group, forfeiture may occur as of the date referenced or specified in Section 5(c) of
this grant and notification agreement if the Participant has not by then agreed
to be bound by the POE Agreement. In the case of any other grant, this grant is
null and void if the Participant has not by the date immediately preceding the
Grant Date agreed to be bound by the POE Agreement. For the avoidance of doubt,
the Participant’s failure to accept the Award Agreement shall not affect his or
her continuing obligations under any other agreement between the Company and


 

















 


the
Participant.


 


16. Governing Law. The Award Agreement shall be
legally binding and shall be executed and construed and its provisions enforced
and administered in accordance with the laws of the State of Minnesota.


 


EXHIBIT A—Award Rules

To Travelers’ Restricted Stock Unit Award Notification and Agreement


 


When you leave the
Company


 


References
to “you” or “your” are to the Participant. “Termination date” is defined in Section 7(a) of
the Award Agreement and means the date of the conclusion of your employment
with the Travelers Group (whether voluntary or involuntary) as reflected on the
books and records of the Travelers Group.


 


If
you terminate your employment or if there is a break in your employment, your
Award may be cancelled before the Vesting Date and the vesting and settlement
of your Award may be affected.


 


The
provisions in the chart below apply to Awards granted under the Plan. Special rules apply
for vesting and settlement of your Award in cases of termination of employment
if you satisfy certain age and years of service requirements (“Retirement Rule”),
as set forth in “Retirement Rule” below.


 


	
  If You:

  	
   

  	
  Here’s What Happens to Your Award:

  
	
   

  	
   

  	
   

  
	
  Resign (but do not meet the Retirement Rule)

  	
   

  	
  Vesting
  stops and all outstanding unvested restricted stock unit Awards are cancelled
  effective on the Termination Date.

  
	
   

  	
   

  	
   

  
	
  Become disabled (as defined under the Company’s applicable
  long-term disability plan)

  	
   

  	
  During
  the first 9 months of approved long-term disability leave and until your
  employment is terminated following such leave, outstanding restricted stock
  unit Awards will continue to vest on schedule. Your approved long-term
  disability leave does not commence until you have completed your approved
  short-term disability leave (generally 13 weeks). Upon the Termination Date
  after your disability leave period ends (which occurs 9 months after your
  transition to long-term disability or your transition to unpaid leave if you
  do not have long-term disability coverage under the long-term disability
  component of the Travelers disability program), all outstanding restricted
  stock unit Awards will vest immediately.

   

  Shares
  will be distributed to you as soon as practical after the Termination Date.
  However, if you are considered a “specified employee” under the tax laws
  (which generally includes the top 50 officers ranked by included
  compensation), your restricted stock unit Awards will vest upon your
  Termination Date, but shares of Common Stock 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 restricted stock
  unit Awards.

  
	
   

  	
   

  	
   

  
	
  Take an approved personal leave of absence

  	
   

  	
  The
  vesting of outstanding restricted stock unit Awards will continue during the
  first three months of an approved personal leave of absence. Once the
  approved leave of absence exceeds three months, vesting is suspended until
  you return to work and remain actively employed for 30 calendar days, after
  which time vesting will be restored retroactively. If you terminate
  employment during the leave

  



 

















 


	
   

  	
   

  	
  for
  any reason, the termination of employment provisions will apply. If leave
  exceeds one year, all restricted stock unit Awards will be cancelled.

  
	
   

  	
   

  	
   

  
	
  Are on an approved family leave, medical leave, dependent
  care leave, military leave, or other statutory leave of absence

  	
   

  	
  Outstanding
  unvested restricted stock unit Awards will continue to vest while you are on
  an approved leave.

  
	
   

  	
   

  	
   

  
	
  Die while you are employed or following employment while
  your Award is outstanding

  	
   

  	
  Outstanding
  unvested restricted stock unit Awards will vest immediately and the shares
  will be issued and distributed to your estate as soon as practical
  thereafter.

  
	
   

  	
   

  	
   

  
	
  Are terminated involuntarily for gross misconduct or for
  cause*

  	
   

  	
  Vesting
  stops and all outstanding unvested restricted stock unit Awards are cancelled
  on the Termination Date.

  
	
   

  	
   

  	
   

  
	
  Are terminated involuntarily other than for gross
  misconduct or for cause (including under the Company’s applicable separation
  pay plan or any successor or comparable arrangement)

  	
   

  	
  Vesting
  stops and all outstanding unvested restricted stock unit Awards are cancelled
  on the Termination Date.

  
	
   

  	
   

  	
   

  
	
  While employed and at any time during the Restricted
  Period, breach the Non-Solicitation Conditions and/or the POE Agreement

  	
   

  	
  As
  set forth in Section 8 of the Award Agreement, in addition to all rights
  and remedies available to the Company at law and in equity (including the
  above rights and remedies relating to involuntary termination), you will
  immediately forfeit any award to you under the Award Agreement that has not
  yet been paid, exercised or vested. The Company may also recapture from you
  any and all compensatory value that you received for the last 12 months of
  your employment and through the end of the Restricted Period from any such
  award (including the amount of any cash payment made to you upon settlement
  of the Award, and/or the amount included as compensation in your taxable
  income upon settlement of the Award). You will promptly pay the full amount
  due upon demand, in the form of cash or shares of Common Stock at current
  fair market value.

  



 






*
  The Committee, in its sole discretion, determines what constitutes “gross
misconduct” and “cause”.


 


Retirement Rule


 


If,
as of your Termination Date, you are at least (i) age 65, (ii) age 62
with one or more full years of service, or (iii) 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 does not apply if you were involuntarily terminated for
gross misconduct or for cause. 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.


 


	
  If you:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Meet the Retirement 

  	
   

  	
  Your
  restricted stock unit Award Shares will be multiplied by a fraction, the
  numerator of which is the number of days from the Grant Date to the

  



 

















 


	
  Rule

  	
   

  	
  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 retain will continue to vest and
  the shares will be issued and distributed to you upon the Vesting Date for
  the Award, provided that, during the period prior to the Vesting Date, you do
  not engage in any activities that compete with the business operations of the
  Travelers 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, or if you are employed in any state
  where state law prohibits such non-compete provisions, but you remain subject
  to Sections 7 and 8 of the Award Agreement, and the POE Agreement.

   

  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. 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, unless you are employed
  in a state where state law prohibits such non-compete requirement.

  



 


When
called for under the above rules, 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. You may
be required to provide the Company with other evidence of your compliance with
the Retirement Rule as the Company may require.


 


THE
PARTICIPANT’S ACCEPTANCE


 


(Click on
the button below to accept the terms of this Award Agreement, including the Exhibit thereto.
You will not be able to undo this change.)


 


Agree/Accept


 


(Click on the button below to return to ECW and accept
the terms of this Award Agreement at another time.)


 


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