Exhibit 10.31


 


Please
review this agreement and scroll to the bottom to accept or to return to the
Equity Compensation Web.


 


TRAVELERS

PERFORMANCE SHARE AWARD NOTIFICATION AND AGREEMENT


 


(This award must be accepted by 11:59 p.m. on
                      ,
or it will be forfeited. Refer below to Section 17.)


 


	
  Participant:                  XXXXXX

  	
  Grant Date:

  	
  xxx

  
	
  Number of Performance Shares: XXX

  
	
  Performance Period:

  



 


1.                                      Grant of Performance Shares. This performance share 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”) for the initial number of Performance Shares 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 the Plan, this grant notification and
agreement, including Exhibits A, B and C (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 financial performance of the Company,
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
performance conditions and will be cancelled if the performance 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)
performance may be subject to confirmation and final determination by the
Company’s Board of Directors or its Compensation Committee (the “Committee”)
that the performance 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.                                      Performance Period. For purposes of the Award, the Performance
Period shall be defined as the three-year period commencing                             
and ending                             .


 


4.                                      Vesting. The Award shall vest in full on the last day
of the Performance Period, provided the Participant remains continuously
employed within the Travelers Group. If the Participant has a termination of,
or break in, employment prior to the last day of the Performance Period, the
Participant’s rights are determined under the Award Rules of Exhibit A.


 


5.                                      Settlement of Award. The number of Performance Shares vested
(which shall include any additional Performance Shares credited to the
Participant’s account pursuant to Section 6) shall be calculated based on the
Performance Share Vesting Grid set forth in Exhibit B. The Company shall
deliver to the Participant, subject to any certification of satisfaction of the
performance goal as required by the Plan in order to comply with Section 162(m)
of the Internal Revenue Code, a number of shares of Common Stock equal to the
number of vested Performance Shares on January 1 of the year following the end
of the Performance Period or as soon as administratively practicable thereafter
(but no later than March 15 of the year following the end of the Performance
Period). 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.


 


6.                                      Dividend Equivalents. The Participant shall be entitled to receive
additional Performance Shares with respect to any cash dividends declared by
the Company. The number of additional Performance Shares shall be determined by
multiplying the number of Performance Shares credited to the Participant’s
account (which shall include the number of Performance Shares set forth above,
plus any Performance Shares credited in connection with dividend payments under
this Section 6), times the dollar amount of the cash dividend per share of
Common Stock, and then dividing by the Fair Market Value of the Common Stock as
of the dividend payment date. The Participant’s right to any Performance Shares
credited to the Participant’s account in connection with dividends shall vest
in the same manner described in Section 4. As described in Section 5, such
additional Performance Shares shall be included in the total number of
Performance Shares credited to the Participant’s account for purposes of
applying the Performance Share Vesting Grid.


 


7.                                      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”).


 


8.                                      Acceptance of Exhibit C –
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 C (the “POE Agreement”).


 


9.                                      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 9 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 9 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 9. 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.


 

















 


10.                               Forfeiture of Performance
Share 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 C 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 C 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 settlement date of
the Award (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 10.


 


11.                               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.


 

















 


12.                               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.


 


13.                               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.


 


14.                               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.


 


15.                               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 Performance Shares, except
as otherwise provided in the Prospectus.


 


16.                               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).


 


17.                               Acceptance and Agreement by
the Participant; Forfeiture upon Failure to Accept. By clicking the button after the text of
Exhibit C, 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’ Performance Share Award Notification and Agreement


 


When you leave the Company


 


References
to “you” or “your” are to the Participant. “Termination Date” is defined in
Section 9(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 end of the Performance Period 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)

  	
   

  	
  Your rights
  under the Award are cancelled, and your right to the Performance Shares is
  forfeited.

  	
   

  
	
   

  	
   

  	
   

  	
   

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

  	
   

  	
  You will be
  entitled to receive the number of shares of Common Stock you would have
  received, if any, if your employment had not terminated due to disability,
  multiplied by a fraction equal to the number of days from the first day of
  the Performance Period to the Termination Date, divided by the total number
  of days in the Performance Period. Any such shares will be received at the time
  of settlement of the Performance Shares after the end of the Performance
  Period.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Take an
  approved personal leave of absence

  	
   

  	
  Your rights
  under the Award continue when you are on such leave of absence for up to
  three months. Once your approved leave of absence exceeds three months, your
  rights under the Award are suspended until you return to work and remain
  actively employed for 30 calendar days, after which your rights under the
  Award will be restored retroactively. If you terminate employment during the
  leave for any reason, the termination of employment provisions will apply. If
  your personal leave of absence exceeds one year, your rights under the Award
  are cancelled, and your right to the Performance Shares is forfeited.

  	
   

  
	
   

  	
   

  	
   

  	
   

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

  	
   

  	
  Your rights
  under the Award continue when you are on such leave of absence.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Die
  while employed or following employment while your Award is outstanding

  	
   

  	
  Your estate
  will be entitled to receive a number of shares of Common Stock equal to the
  initial number of Performance Shares set forth at the beginning of the Award,
  plus any Performance Shares credited as dividend equivalents in connection
  with the dividends paid or payable as of the date of your death), multiplied
  by a fraction equal to the number of days in the Performance Period from the
  first day of the Performance Period to your date of death, 

  	
   

  



 

















 


	
   

  	
   

  	
  divided by
  the total number of days in the Performance Period. Any such shares will be
  delivered as soon as administratively possible following your death. No
  Performance Shares shall be credited with respect to any cash dividends paid
  by the Company after the date of the Participant’s death but prior to the
  distribution with respect to Performance Shares already credited to the
  Participant’s account.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Are
  terminated involuntarily for gross misconduct or for cause*

  	
   

  	
  Your rights
  under the Award are cancelled, and your right to the Performance Shares is
  forfeited.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  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)

  	
   

  	
  Your rights
  under the Award are cancelled, and your right to the Performance Shares is
  forfeited.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  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 10 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.

  	
   

  



 


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.


 






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


 

















 


	
  If you:

  	
   

  	
   

  	
   

  
	
  Meet the
  Retirement Rule

  	
   

  	
  You will be entitled to
  receive a number of shares of Common Stock equal to the shares you would have
  received, if any, if your employment had not terminated due to retirement in
  accordance with the Retirement Rule, multiplied by a fraction equal to the
  number of days from the first day of the Performance Period to the
  Termination Date, divided by the total number of days in the Performance
  Period. Any such shares will be received at the time of settlement of the
  Performance Shares after the end of the Performance Period. You will have a
  right to payment under the Retirement Rule provided that, prior to the time
  of settlement, you do not engage in any activities that compete with the
  business operations of the Travelers Group, 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 competition provision if you are terminated involuntarily,
  but you remain subject to Sections 9 and 10 of the Award Agreement, and the
  POE Agreement.

  	
   

  



 


When called for under the above rules, as a
condition to receiving payment, you will be required to certify to the Company
that you have not engaged in any activities that compete with the business
operations of the Travelers Group since your Termination Date, and provide such
other evidence of your compliance with the Retirement Rule as the Company may
require.


 














EXHIBIT B—Performance Share Vesting Grid


To Travelers’ Performance Share Award Notification and
Agreement


 


	
  Performance Period ROE*

  	
   

  	
  % of Performance Shares Vested

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  >
  16.0%

  	
   

  	
  160

  	
  %

  	
  (Maximum)

  	
   

  
	
  15.5

  	
   

  	
  150

  	
   

  	
   

  
	
  15.0

  	
   

  	
  140

  	
   

  	
   

  
	
  14.5

  	
   

  	
  130

  	
   

  	
   

  
	
  14.0

  	
   

  	
  120

  	
   

  	
   

  
	
  13.0

  	
   

  	
  110

  	
   

  	
   

  
	
  12.0

  	
   

  	
  100

  	
   

  	
   

  
	
  10.0

  	
   

  	
  75

  	
   

  	
   

  
	
  8.0

  	
   

  	
  50 

  	
   

  	
  (Threshold)

  	
   

  
	
  < 8.0

  	
   

  	
  0

  	
   

  	
   

  



 






* For any Performance Period ROE (as defined
below) that is at least 8.0%, but falls between two Performance Period ROE
performance levels, the percentage of Performance Shares vested shall be
interpolated (for example, if Performance Period ROE is 13.5%, 115% of the
Performance Shares would be vested).


 


Definitions:


 


“Performance
Period ROE” is
defined as the sum of the Adjusted ROE for each of the three years in the
Performance Period, divided by three.


 


“Adjusted
ROE” is defined as
Adjusted Operating Income divided by Adjusted Shareholders’ Equity.


 


“Adjusted Operating Income”  for each year in the Performance Period is
defined as the Company’s net income from continuing operations as reported in
the Company’s financial statements (including accompanying footnotes and
management’s discussion and analysis), adjusted as set forth in the immediately
following sentence.  In calculating
Adjusted Operating Income, net income from continuing operations shall be
adjusted as follows: first (A) remove the after-tax effects of the
following items: (i) losses (net of reinsurance) from catastrophes (as
designated by the Insurance Service Office’s Property Claims Service Group, the
Lloyd’s Claim Office, Swiss Reinsurance Company’s sigma report, or a comparable
report or organization generally recognized by the insurance industry, and
reported by the Company as a catastrophe); asbestos and environmental reserve
charges (or releases); net realized investment gains or losses in the fixed
maturities and real estate portfolios; and (ii) extraordinary items, the
cumulative effect of accounting changes and federal income tax rate changes,
and restructuring charges, each as defined by generally accepted accounting
principles in the United States, and each as reported in the Company’s
financial statements (including accompanying footnotes and management’s
discussion and analysis); and (B) reduced, as to the first year in the
Performance Period (2009), by $360.0 million, as to the second year in the
Performance Period (2010), by $360.0 million times the ratio of:  the Company’s 2010 consolidated personal
lines homeowners net written premium plus commercial lines property net written
premium plus 50% of commercial lines multi peril net written premium divided by
the Company’s 2009 consolidated personal lines homeowners net written premium
plus commercial lines property net written premium plus 50% of commercial lines
multi peril net written premium, and as to the third year in the Performance
Period (2011), by $360.0 million times the ratio of:  the Company’s 2011 consolidated personal 


 

















 


lines
homeowners net written premium plus commercial lines property net written
premium plus 50% of commercial lines multi peril net written premium divided by
the Company’s 2009 consolidated personal lines homeowners net written premium
plus commercial lines property net written premium plus 50% of commercial lines
multi peril net written premium.


 


“Adjusted
Shareholders’ Equity”
for each year in the Performance Period is defined as the sum of the Company’s
total common stockholders’ equity as reported in the Company’s balance sheet as
of the beginning and end of the year (excluding net unrealized appreciation or
depreciation of investments and adjusted as set forth in the immediately
following sentence), divided by two. In calculating Adjusted Shareholders’
Equity, the Company’s total common shareholders’ equity as of the beginning and
end of the year shall be adjusted to remove the cumulative after-tax impact of
the following items during the Performance Period: (i) discontinued
operations and (ii) the adjustments and reductions made in calculating
Adjusted Operating Income.


 


EXHIBIT C —


To Travelers’ Performance Share 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


 


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