Exhibit 10.44


 


TRAVELERS

RESTRICTED STOCK UNIT AWARD NOTIFICATION AND AGREEMENT


(For Management Committee
Member Executing Non-Compete)


 


	
  Participant:

  	
   

  	
  Grant Date:

  	
   

  	
  ,
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Number of Award Shares:

  	
   

  	
  Scheduled Payment Date:

  	
   

  	
  ,
  20

  



 


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”), pursuant to the Plan, as
it may be amended from time to time, and subject to the terms, conditions, and
restrictions set forth herein.


 


2. Terms and Conditions. The terms, conditions, and
restrictions applicable to the 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, 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 this Award is granted pursuant to the terms of a
Non-Competition Agreement dated                            , XX by and among
the Participant, the Company, and The Travelers Indemnity Company (the
“Non-Competition Agreement”); that 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. 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; and (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 to the
Participant in the future. 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 settled in shares of Common Stock.


 


3. Fully Vested; Forfeiture and Recapture Right. The Award is
fully vested on the Grant Date. 
Notwithstanding the foregoing or any provision of this Award Agreement,
the Plan or the Prospectus to the contrary, any amounts, benefits, and awards
under this Award Agreement shall be subject to forfeiture and recapture by the
Company pursuant to the Non-Competition Agreement.  Such forfeiture and recapture right shall not
limit or modify the Company’s rights and remedies with respect to this Award
Agreement or any other agreement between the Participant and the Company and/or
other member of the Travelers Group.


 


4. Settlement of Award. Subject to the terms of the
Non-Competition Agreement, the Company shall deliver to the Participant a
number of shares of Common Stock equal to the number of Award Shares on the
following dates:  (a) if the
Scheduled Payment Date identified above occurs prior to the Participant’s
Separation Date, delivery of such shares shall be on the Scheduled Payment Date
or as soon as administratively practicable (but not later than 90 days)
thereafter; and (b) if the Participant’s Separation Date occurs prior to
the Scheduled Payment Date, delivery of such shares shall be on the applicable
date described in Exhibit A or as soon as administratively practicable
(but not later than 90 days) thereafter. 
For purposes of this Agreement, “Separation Date” shall mean the date of
the Participant’s “separation from service” with the Company within the meaning
of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as
amended (the “Code”), and the regulations and guidance thereunder.  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.  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”).


 


6. 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.


 


7. 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.


 


8. Entire Agreement/Amendment/Survival/Assignment. The terms,
conditions and restrictions set forth in the Plan, this Award Agreement, the
Prospectus, and the Non-Competition Agreement 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 Separation
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.


 


9. 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.


 


10. 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.


 


11. 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).


 


12. Acceptance and Agreement by the Participant. By signing the
Award Agreement, the Participant accepts the Award and agrees to be bound by
the terms, conditions, and restrictions set forth in the Award Agreement.


 


13. 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.


 


14.  Section 409A Compliance. This Award Agreement is
intended to satisfy the requirements of Code Section 409A and should be
interpreted and applied in a manner consistent with such requirements,
including the regulations and other guidance issued under Code Section 409A.  If any amount shall be payable with respect
to the Award hereunder as a result of a Participant’s “separation from service”
at such time as the Participant is a “specified employee” and such amount is
subject to the provisions of Code Section 409A, then notwithstanding any
other provision of this Award Agreement, no payment shall be made, except as
permitted under Code Section 409A, prior to the date that is six (6) months
following the Participant’s separation from service (or the date of his or her
earlier death). The Company may adopt a specified employee policy that will
apply to identify the specified employees for all deferred compensation plans
subject to Code Section 409A; otherwise, specified employees will be
identified using the default standards contained in the regulations under Code Section 409A.


 


 


	
   

  	
  THE
  TRAVELERS COMPANIES, INC.

  	
   

  	
  PARTICIPANT’S
  SIGNATURE

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:
  John P. Clifford, Jr.

  	
   

  	
  [NAME]

  
	
   

  	
  Executive
  Vice President, Human Resources

  	
   

  	
   

  



 

















 


EXHIBIT A—Award Rules

To Travelers’ Restricted Stock Unit Award Notification and Agreement


 


References to “you” or “your”
are to the Participant. “Separation Date” has the meaning described in Section 4
of the Award Agreement.


 


The provisions in the chart
below apply to the Award.


 


	
  If You:

  	
   

  	
  Here’s
  What Happens to Your Award:

  
	
   

  	
   

  	
   

  
	
  Separate from service

  	
   

  	
  Subject
  to the terms of the Non-Competition Agreement, Award Shares will be issued
  and distributed to you upon the earlier of (a) six (6) months after
  your Separation Date or (b) the Scheduled Payment Date.

  
	
   

  	
   

  	
   

  
	
  Take an approved personal leave of absence, family leave,
  medical leave, dependent care leave, military leave, or other statutory leave
  of absence

  	
   

  	
  If
  you remain employed within the Travelers Group during your leave of absence
  and up to and including the Scheduled Payment Date, your Award Shares will be
  issued and distributed to you on the Scheduled Payment Date. If your
  Separation Date occurs during the leave for any reason, the provisions
  applicable to separation from service will apply.

  
	
   

  	
   

  	
   

  
	
  Die prior to your Separation Date or after your Separation
  Date and while your Award is outstanding

  	
   

  	
  Award
  Shares will be issued and distributed to your estate upon your death.