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


 


	
  Participant:

  	
   

  	
  XXX

  	
   

  	
  Grant Date:

  	
   

  	
  xxx

  
	
  Number of Award Shares:

  	
   

  	
  XXX

  	
   

  	
  Vesting Date:

  	
   

  	
  xxx

  



 


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.


 


2.                                     Terms and Conditions. The terms, conditions, and restrictions
applicable to the Award are specified in the Plan, this grant notification and
agreement, including Exhibits A and B (the “Award Agreement”), and the
prospectus dated February 3, 2009 (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.                                     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.                                     Acceptance of Exhibit B
– Principles of Employment Agreement.  The Participant agrees to be
bound by the terms of the Principles of Employment Agreement (including all
later versions thereof  which the
Participant may agree to at a later time; for example, as an exhibit to a
subsequent equity grant), the current version of which is attached hereto as Exhibit B
(the “POE Agreement”).


 


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)                                  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, the
Non-Solicitation Conditions and the POE Agreement.


 


(ii)                                  To the extent that the terms of the POE
Agreement attached hereto as Exhibit B differ from the terms of any prior
POE Agreement (or similar agreement) that the Participant has agreed to in
connection with any prior equity grant by the Company, the Participant
understands that his or her acceptance of the Award will result in the terms of
the POE Agreement attached hereto as Exhibit B applying under his or her
prior equity grant(s) as well as the current Award.


 


(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, requires that the Participant not engage in any activities that
complete 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.


 


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, the Prospectus, and POE Agreement in effect from time to time,
as later agreed to by the Participant, and other Company policies in effect
from time to time relating to the Plan, 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.  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 B, 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. on
                    ,
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. on
                      .  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.


 

















 


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 Rule

  	
   

  	
  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 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.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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 the
  non-compete requirement but you will remain subject to Sections 7 and 8 of
  the Award Agreement, and the POE 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, 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.


 





















 


EXHIBIT B –


To
Travelers’ Restricted Stock Unit Award Notification and Agreement


 


PRINCIPLES OF EMPLOYMENT AGREEMENT


 


As a condition and in
consideration of your employment with The Travelers Companies, Inc. or one
of its subsidiaries, affiliates, successors or assigns (together, the “Company”
or “Travelers”), the Company wishes to set forth and obtain your agreement on
certain matters that are important to both of us.


 


Your acceptance of this
Principles of Employment Agreement (the “POE Agreement”), if you have not
already accepted its provisions in their current form pursuant to a prior
Company option agreement or employment agreement or policy, constitutes your
acknowledgment and acceptance of and agreement to the provisions set forth
below and the Travelers’ (i) Employee Policies [LINK], (ii) Internal
Dispute Resolution Policy (“IDR Policy”) [LINK] and (iii) Employment
Arbitration Policy (the “Arbitration Policy”) [LINK], each of which the Company
may amend or supplement from time to time.


 


You may print and retain a hard copy of the Employee Policies, the IDR
Policy and the Arbitration Policy at any time.  
Please review this POE Agreement and these other documents
carefully.  If you have any questions
about them at any time, please ask your manager.


 


Arbitration/Dispute
Policies


 


1.  While the Company hopes that disputes with
its employees will never arise, the Company wants them resolved promptly if
they do.  The IDR and Arbitration Policy
(together, the “Arbitration Policies”) cover any employment and
compensation-related disputes that you may have with the Company and its
current and former officers, directors, employees and agents, including
disputes regarding termination of employment, but excluding certain specific
claims described in these policies.  The
Arbitration Policies do not preclude the Company from taking disciplinary
action against you (including termination) at any time, but if you dispute such
action, you and the Company agree that the disagreement will be resolved solely
through the processes set forth in the Arbitration Policies.


 


2.  For claims covered by the Arbitration
Policies, the process is divided into two parts.  First, under the IDR, you may seek internal
review of any action regarding your employment or termination of your
employment that you think is unfair. 
Second, in the unusual situation when this internal process does not
fully resolve an employment-related dispute and the dispute is based upon
legally protected rights, you and the Company agree to submit the dispute to
binding arbitration in accordance with the Arbitration Policy.


 





















 


3.  As set forth in the Arbitration Policies, you
acknowledge and agree that any breach or threatened breach of the Intellectual
Property and Confidentiality provisions set forth below will constitute a
violation of your covenants and obligations to the Company with respect to
intellectual property and/or confidentiality/non-disclosure and, therefore, the
Company has the right (but not the obligation) to bring a court action, rather
than arbitration, to seek injunctive relief or specific performance.  You and the Company agree that any such
action will be brought solely in the state or federal courts located in St.
Paul, Minnesota, and you submit to the exclusive jurisdiction of these courts
and agree not to challenge such venue. 
You agree that this POE Agreement shall be construed in accordance with
and governed for all purposes by the laws of the State of Minnesota.


 


Intellectual
Property and Confidentiality


 


4.  You agree that you will not, either during or
after your employment, use, publish, make available, or otherwise disclose,
except for the Company’s benefit in the course of such employment, any
technical or business information developed by, for, or at the expense of the
Company, or assigned or entrusted to the Company, unless such information is
generally known outside of the Company. In addition, you will keep at all times
subject to the Company’s control and will deliver to or leave with the Company
all written and other materials in any form or medium (including, but not limited
to, print, tape, digital, computerized and electronic data, parts, tools, or
equipment) containing such information upon termination of your
employment.  You also agree to cooperate
to remedy any unauthorized use of such information and not to violate any
Company policy regarding same.


 


5.  You agree that all records, reports, notes,
compilations, or other recorded matter, and copies or reproductions thereof,
relating to the Company’s operations, activities or business, made or received
by you during your employment with the Company are, and shall be, the property
of the Company exclusively, and you will keep the same at all times subject to
the Company’s control and will deliver to or leave with the Company the same at
the termination of your employment.


 


6.  You agree that all trade secrets, inventions,
works of authorship (including, without limitation, illustrations, writings,
multimedia works, software and computer programs), improvements, systems,
apparatuses, designs, practices, processes, analytical models, ways of doing
business, formulae and all other business or technical information
(collectively, “Inventions”) created, conceived, or reduced to practice, by
you, either alone or with others, while employed by the Company and related to
the existing or anticipated business, research, or development of the Company,
or resulting from your work with the Company, belong solely to the Company,
including all intellectual property rights therein.


 





















 


7.  You are hereby notified that the assignment
and ownership provisions herein do not apply to any Inventions: (i) that
you create, conceive or reduce to practice entirely on your own time, without
using the Company’s equipment, supplies, facilities or trade secret
information, and that do not (a) relate directly at the time of such
creation, conception, or reduction to practice to the Company’s business or
actual or demonstrably anticipated research or development or (b) result
from any work you perform for the Company; and/or (ii) for which such
provisions would be unenforceable under any state statute.


 


8.  You agree to: (i) promptly disclose to
the Company all Inventions that belong to the Company under this POE Agreement;
(ii) cooperate with the Company regarding the filing and prosecution of
any patent applications relating to such Inventions; (iii) assign, and you
hereby assign, to the Company, or to others as directed by the Company, all of
your interest (if any) in such Inventions and all intellectual property rights
therein; and (iv) execute any papers and do any acts which the Company may
consider necessary to secure to it and perfect any and all rights relating to
such Inventions, including all patents and copyrights (and renewals thereof) in
any country (without charge to the Company, but at the expense of the Company).
You hereby waive all “moral rights” and the like with respect to all such works
of authorship to the extent allowed by applicable law. Until proven otherwise,
any Invention shall be presumed to have been conceived during your employment
with the Company if within three (3) months after termination of such
employment with the Company it is disclosed to others, or it is completed, or
it has a patent application filed thereon.


 


9.  You represent that you have provided to the
Company a complete list of all Inventions (if any) that you have made or
conceived prior to your employment by the Company that (i) relate to the
business, research or development of the Company and (ii) are owned or
controlled by you personally.  You
further represent that you are not a party to any other agreement that
conflicts with your obligations under this POE Agreement.


 


Miscellaneous


 


10.  You agree that you have accepted this POE
Agreement in the belief that its provisions are reasonable and
enforceable.  However, if any one or more
of the provisions contained in this POE Agreement shall be held to be invalid
or unenforceable, then such provisions shall be deemed to be modified or
restricted to the minimum extent necessary to render them valid and enforceable,
and this POE Agreement will be construed and enforced to the maximum extent
permitted by law.


 





















 


11.  You agree that nothing herein constitutes a
contract of employment for a definite period of time.  The employment relationship is “at will,”
which affords you or the Company the right to terminate the relationship at any
time for any reason or no reason not otherwise prohibited by applicable
law.  The Company retains the right to
decrease your compensation and/or benefits, transfer or demote or otherwise
change the terms or conditions of your employment with the Company.


 


12.  You agree that your obligations under this
POE Agreement shall survive the termination of your employment with the Company
regardless of the reason.


 





















 


THE TRAVELERS COMPANIES, INC.


 


THE PARTICIPANT’S ACCEPTANCE


 


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


 


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