Exhibit 10.19


 


ST. PAUL TRAVELERS


RESTRICTED
STOCK AWARD NOTIFICATION AND AGREEMENT [U. S. VP LEVEL]


 


	
  Participant:

  	
   

  	
  Grant Date:

  	
   

  	
   

  
	
  Number of Shares:

  	
   

  	
  Vesting Date:

  	
   

  	
   

  



 


1.              Grant of Restricted
Stock. This restricted stock award (“Award”) is granted pursuant to the St.
Paul Travelers Companies, Inc. 2004 Stock Incentive Plan (the “Plan”), by
The St. Paul Travelers Companies, Inc. (the “Company”) to you, an employee
of the Company or a subsidiary of the Company (the “Participant”). The Company
hereby grants to the Participant an Award of the number of shares of restricted
Company common stock, no par value (“Common Stock”) set forth above, 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 this award notification and agreement, the Plan and the prospectus dated [           ]
(titled “St. Paul Travelers Equity Awards”), and any applicable prospectus
supplement (together, the “Prospectus”). The terms, conditions and restrictions
in the Prospectus include, but are not limited to, provisions relating to
amendment, vesting, and cancellation, all of which are hereby incorporated by reference
into this award notification and agreement to the extent not otherwise set
forth herein. The terms, conditions and restrictions in this award notification
and agreement, the Prospectus, and the Plan constitute the Award agreement
between the Participant and the Company (“Agreement”). By accepting the Award,
the Participant acknowledges receipt of the Prospectus and that he or she has
read and understands the Prospectus.


 


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


 


3.              Transfer
Restrictions and  Vesting. The
shares of Common Stock of the Award are subject to the transfer restrictions
set forth in the Prospectus including, without limitation that the Participant may not
sell, assign, transfer, pledge, encumber or otherwise alienate, hypothecate or
dispose of any of the Award shares until these restrictions lapse. The Award
shall vest in full, and the restrictions shall terminate on the Award shares,
on the Vesting Date set forth above, provided the Participant remains
continuously employed by the Company or one of its subsidiaries, and any other
terms and conditions are satisfied. Shares of Common Stock will be delivered to
the Participant as soon as practicable after the Award has vested.


 


4.              Termination of, and
Breaks in, Employment. The terms and conditions set forth on Exhibit A
hereto shall apply with respect to terminations of, and breaks in, employment.


 


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


 


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


 


7.              Entire Agreement; No
Right to Employment. The Agreement constitutes the entire understanding
between the parties hereto regarding the Award and supersedes all previous
written, oral, or implied understandings between the parties hereto about the
subject matter hereof. Nothing contained herein, in the Plan, or in the
Prospectus shall confer upon the Participant any rights to continued employment
or employment in any particular position, at any specific rate of compensation,
or for any particular period of time.


 


8.              Arbitration;
Conflict. Any disputes under this Agreement shall be resolved by
arbitration in accordance with the Company’s arbitration policies. In the event
of a conflict between the Plan and this grant notification and agreement, or
the terms, conditions, and restrictions of the Award as specified in the
Prospectus, the Plan shall control.


 


9.              Non-Solicitation and
Non-Disclosure Agreement. The Participant agrees to be bound by the terms
of the Non-Solicitation and Non-Disclosure Agreement attached hereto as Exhibit B,
which provides for the consequences set forth therein in the event the
Participant breaches the non-solicitation and non-disclosure covenants
contained therein, as more fully described in Exhibit B.


 


10.       Acceptance and Agreement by
Participant; Forfeiture upon Failure to Accept. By clicking the button below,
Participant accepts the Award and agrees to be bound by the terms, conditions,
and restrictions set forth in the Prospectus, the Plan, this notification and
agreement, the Non-Solicitation and Non-Disclosure Agreement, and the Company’s
policies, as in effect from time to time, relating to the Plan.


 


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EXHIBIT A


 


To St.
Paul Travelers Restricted Stock Award Notification and Agreement


 


When You Leave the
Company


 


References to “you” or “your” are to the Participant.


 


If you terminate your employment or if there’s a break in your
employment, your Awards may be canceled before the end of the vesting term
and the vesting of your Awards may be affected.


 


The provisions in the chart below apply to Awards made under the Plan.
Additional rules for vesting apply in cases of termination if you satisfy
certain age and years of service requirements (“Retirement
Rule”) set forth below.


 


	
  If you:

  	
   

  	
  Here’s what happens to your Restricted Shares:

  
	
   

  	
   

  	
   

  
	
  Resign, or retire (and do not meet the
  Retirement Rule)

  	
   

  	
  Vesting stops and unvested restricted
  shares will be cancelled 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 share Awards will
  continue to vest on schedule. Your approved long-term disability leave does
  not commence until you have completed your approved short-term disability
  leave (generally 13 weeks). Upon termination of your employment after 12
  continuous months on approved disability leave, all outstanding restricted
  share Awards will vest immediately, and the shares will be distributed to you
  as soon as practical thereafter.

  
	
   

  	
   

  	
   

  
	
  Take an approved personal leave of absence

  	
   

  	
  The vesting of outstanding restricted share
  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 thereafter at which time vesting will be restored
  retroactively. If you terminate employment during the leave for any reason,
  the applicable termination provisions will apply. If leave exceeds one year,
  all restricted share Awards will be canceled.

  
	
   

  	
   

  	
   

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

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Die

  	
   

  	
  Outstanding unvested restricted share
  Awards will vest immediately and the shares will be 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 share 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 and eligibility continue through
  the termination date. On the termination date, the restricted shares that are
  not vested will be forfeited.

  



 


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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:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Meet the
  Retirement Rule

  	
   

  	
  Outstanding
  unvested restricted share Awards will continue to vest and the shares will be
  distributed at the end of the vesting period for each Award, provided that
  you do not engage in any activities that compete with the business operations
  of the Company.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If you meet
  the Retirement Rule and are terminated involuntarily, you are not
  subject to this competition provision, and outstanding restricted share
  Awards will vest and the shares will be distributed as soon a practical
  following the termination date.

  



 


Before restricted shares are delivered to you, 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 Company since you retired, and provide such
other evidence as the Company may require. The purpose of the special
Retirement Rule is to allow those employees who leave the Company for
lifestyle reasons associated with retirement to continue to vest in their
outstanding restricted share Awards; however, this purpose and the interests of
the Company are not served in those situations where an employee “retires” and
then competes with the Company.


 


Notes
to the termination provisions


•                  The
Committee determines what constitutes “gross misconduct” and “cause.”


 


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EXHIBIT B


 


NON-SOLICITATION
AND NON-DISCLOSURE AGREEMENT


 


THIS NON-SOLICITATION AND NON-DISCLOSURE AGREEMENT (“Agreement”) is a part of
the terms and conditions of the award issued by The St. Paul Travelers Companies, Inc.,
a Minnesota corporation with its principal place of business located in St.
Paul, Minnesota and its affiliated entities (collectively, the “Company”), in
favor of the participant named in the term sheet (the “Employee”) to which this
Agreement is attached as an exhibit.


 


WITNESSETH:


 


WHEREAS, the
Employee is employed by the Company; and


 


WHEREAS, the Company
is engaged in the business of marketing and selling insurance and
insurance-related products throughout the United States.


 


NOW, THEREFORE, in
consideration of the promises and the mutual covenants and obligations
hereinafter set forth, the parties agree as follows:


 


1.                                      Consideration. As consideration for
the execution of this Agreement, the Employee acknowledges receipt of an
award(s) issued pursuant to the Company’s 2004 Stock Incentive Plan (the “Consideration”),
as evidenced by term sheet(s) setting forth the terms and conditions of such
award(s) to which this Agreement is attached as an exhibit, which constitutes
good, valuable and independent consideration for all of Employee’s covenants
and obligations in this Agreement and above and beyond any compensation
Employee is entitled to receive from the Company.


 


2.                                      Non-Disclosure of Confidential Information.


 


(a)                                  Employee
recognizes that the Company has developed information that is confidential,
proprietary and/or nonpublic that is related to its business, operations,
services, finances, clients, customers, policyholders, vendors and agents (“Confidential
Information”). Employee understands and agrees that he/she is prohibited from
using, disclosing, divulging or misappropriating any Confidential Information
for his/her own personal benefit or for the benefit of any person or entity,
except that Employee may disclose Confidential Information pursuant to a
properly issued subpoena, court order, other legal process, or official inquiry
of a federal, state or local taxing authority, or other governmental agency
with a legitimate legal right to know the Confidential Information. If
disclosure is compelled of Employee by subpoena, court order or other legal
process, or as otherwise required by law, Employee agrees to notify Company as
soon as notice of such process is received and before disclosure and/or
appearance takes place. Employee will use reasonable and prudent care to
safeguard and prevent the unauthorized use or disclosure of Confidential
Information. Confidential Information shall not include any information
that:  (a) is or becomes a part of
the public domain through no act or omission of Employee or is otherwise
available to the public other than by breach of this Agreement; (b) was in
Employee’s lawful possession prior to the disclosure and had not been obtained
by Employee either directly or indirectly as a result of Employee’s employment
with or other service to the Company; (c) is disclosed to Employee by a
third party who has authority from the Company to make such disclosure and such
disclosure to Employee is not confidential; or (d) is independently
developed by Employee outside of Employee’s employment with the Company and
without the use of any Confidential Information. Employee further acknowledges
that Employee, in the course of employment, has had and will have access to
such Confidential Information.


 


(b)                                 Employee
agrees that every document, computer disk, electronic file, computerized
information, computer software program, notation, record, diary, memorandum,
development, investigation, or the like, and any method or manner of doing
business of the Company containing Confidential Information made or acquired by
the Employee during employment by the Company is and shall be the sole and
exclusive property of Company. The Employee will deliver the same (and every
copy, disk, abstract, summary, or reproduction of the same made by or for the
Employee or acquired by the Employee) whenever the Company may so require
and in any event prior to or at the termination of employment. Nothing in Section 2
is intended or shall be interpreted to mean that the Company may withhold
information, including computerized information, relating to Employee’s
personal contacts and personal information that may be stored or contained
in Employee’s physical or electronic files. The Company further agrees not to
unreasonably withhold information relating to Employee’s business-related
contacts, to the extent such information falls outside the definition of
Confidential Information set forth in Section 2(a) above.


 


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3.                                      Non-Solicitation/Non-Interference.


 


(a)                                  The
parties understand and agree that this Agreement is intended to protect the
Company against the Employee raiding its employees and/or its business during
the twelve (12) month period following the Separation Date (whether voluntary
or involuntary) (the “Restricted Period”), while recognizing that after
conclusion of his/her employment (the “Separation Date”), Employee is still
permitted to freely compete with the Company, except to the extent Confidential
Information is used in such solicitation and subject to certain restrictions
set forth below. Further, nothing in this Agreement is intended to grant or
limit any rights or claims as to any future employer of Employee. To this end,
any court considering the enforcement of this Agreement for a breach of this
Agreement, must accept this statement of intent.


 


(b)                                 After
Employee has left the employment of the Company and during the Restricted
Period, Employee will not seek to recruit or solicit, or assist in recruiting
or soliciting, participate in or promote the solicitation of, interfere with,
attempt to influence or otherwise affect the employment of any person who was
or is employed by the Company at any time during the last three months of
Employee’s employment or thereafter. Further, Employee shall not, on behalf of
himself/herself or any other person, hire, employ or engage any such person. The
parties agree that Employee shall not directly engage in the aforesaid conduct
through a third party for the purpose of colluding to avoid the restrictions in
this Agreement. However, nothing in this Agreement precludes Employee 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 Company, provided that
Employee does not specifically direct such third party to specifically target
the Company’s employees generally or specific individual employees of the
Company.


 


(c)                                  After
Employee has left the employment of the Company, accepts a position as an
employee, consultant or contractor with a direct competitor of the Company, and
during the Restricted Period, Employee will not utilize Confidential
Information to seek to solicit or assist in soliciting, participate in or otherwise
promote the solicitation of, interference with, attempt to influence or
otherwise affect any person or entity, who is a client, customer, policyholder,
or agent of the Company, to discontinue business with the Company, and/or move
that business elsewhere. Employee also agrees not to be directly and personally
involved in the negotiation or solicitation of any individual book roll over(s)
or other book of business transfer arrangements involving the transfer of
business away from Company, even if Confidential Information is not involved. However,
nothing in this Agreement precludes the Employee from directing a third party
(including but not limited to employees of his/her subsequent employer) to
solicit, compete for, negotiate and execute book roll over deals or other book
of business transfer arrangements provided that (i) Confidential
Information provided by the Employee is not used, (ii) Employee is not
personally and directly involved in such negotiations, and (iii) Employee
does not direct such third party to target specific agents of Company. Furthermore,
nothing in this Agreement precludes the Employee from freely competing with the
Company including but not limited to competing on an account by account or deal
by deal basis to the extent that he/she does not use Confidential Information.


 


4.                                      Forfeiture of Consideration; Other Remedies.
Employee agrees that if Employee breaches this Agreement during the Restricted
Period, Employee will immediately forfeit any award that has not yet been paid,
exercised or vested and that serves as Consideration for this Agreement. In
addition, the Company will be entitled to recapture from Employee any and all
compensatory value that Employee received within twelve months prior to or
twelve months after the Separation Date from any award that has already been
paid, exercised or vested and that serves as Consideration for this Agreement. The
value subject to recapture includes the amount of any cash payment made to
Employee upon exercise or settlement of the award, and/or the amount included
as compensation in the taxable income of Employee upon vesting or exercise of
the award. Employee will promptly pay the full amount subject to recapture to
the Company upon demand in the form of cash or shares of Company Common Stock
with a current fair market value equal to the amount subject to recapture. In
addition to the remedies set forth in Sections 2, 3 and 4 of this Agreement,
Company may avail itself of any other remedies available under statute or
common law.


 


5.                                      Consent
to Jurisdiction. Jurisdiction and venue for enforcement of this
Agreement, and for resolution of any dispute under this Agreement, shall be
exclusively in the federal or state courts in the state and county where the
Employee resides at the time that the Company commences an action under this
Agreement. Employee agrees to notify Company of any changes in his/her
residence after the Separation Date.


 


6.                                      Modification. This Agreement may not
be terminated or modified without the express written consent of both the
Employee and the Company.


 


7.                                      Employment At Will. Employee
specifically recognizes and agrees that nothing in this Agreement shall be
deemed to establish an employment relationship on a basis other than terminable
at will, that the Company is not obligated to continue Employee’s employment
for any particular period, and that this Agreement is not an employment
agreement for continued employment.


 


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8.                                      Governing Law. This Agreement shall
be construed, interpreted and applied in accordance with the laws of the State
of Minnesota.


 


9.                                      Waiver. The waiver of a breach of
any provision of this Agreement shall not operate as or be construed as a
waiver of any subsequent breach of this Agreement.


 


10.                               Severability.
If any provision, section or subsection of this Agreement is adjudged
by any court to be void or unenforceable in whole or in part, this adjudication
shall not affect the validity of the remainder of the Agreement, including any
other provision, section or subsection. Each provision, section, and subsection of
this Agreement is separable from every other provision, section and subsection and
constitutes a separate and distinct covenant. Both Employee and the Company
agree that if any court rules that a restriction contained in this
Agreement is unenforceable as written, the parties will: (a) jointly
request and consent to the reformation of the restriction by the court to the
extent necessary to make the Agreement enforceable, and (b) not to seek to
enforce the ruling in any state other than the state where the ruling was made.


 


11.                               Assignment.
This Agreement shall be binding upon and inure to the benefit of the Company,
its successors and assigns and to the benefit of Employee, his/her heirs and
legal representatives. This Agreement is not assignable by Employee. This
Agreement may be assigned by the Company. Employee transfers to any
corporate parent, affiliate or subsidiary of the Company shall constitute an
assignment.


 


12.                               Entire
Agreement. This Agreement and any award agreement or term sheet
documenting the equity award(s) that constitutes the Consideration constitute
the entire Agreement and understanding between the Company and the Employee
concerning the subject matters hereof. No modification, amendment, termination
or waiver of this Agreement shall be binding unless in writing and signed by a
duly authorized representative of the Company. Employee acknowledges and
represents that s/he has carefully read this Agreement, that s/he has
considered the terms and conditions contained herein, and that s/he voluntarily
assents to all of these terms and conditions, and that s/he is accepting this
Agreement by Employee’s own free will.


 


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THE ST. PAUL TRAVELERS COMPANIES, INC.


 


PARTICIPANT’S
ACCEPTANCE


 


(Click
on the button below to accept the terms of your Award, including the
Non-Solicitation and Non-Disclosure

Agreement. 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 your Agreement at
another time. You will

not be able to undo this change.)


 


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