Vesting Contract Clauses (4,221)

Vesting. The Award shall vest in full on the Vesting Date set forth above provided the Participant remains continuously employed within the Travelers Group through such Vesting Date. If the Participant has a termination of, or leave from active employment prior to the Vesting Date, the Participant's rights are determined under the Award Rules of Exhibit A. 1 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 o...n the Vesting Date (or the date provided pursuant to Exhibit A, if applicable) 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 (including any applicable employment taxes due in connection with the vesting of the Award on or prior to the settlement date), unless the Plan administrator is notified in advance of the Award settlement (or the Award vesting, if applicable) and the Participant elects another method for tax withholding. View More

Vesting. The grant of the NSO is subject to the following terms and conditions: (a) The shares covered by the NSO shall vest, and shall be exercisable, on the following Vesting Dates, if the service conditions described in Section 2(c) are met on the applicable Vesting Date: Vesting Date Number of Shares That May Be Exercised (Vested Portion of NSO) (b) The shares covered by the NSO shall also 100% vest upon a Change in Control of the Company (as defined in the Plan) to the extent not already exercisable.... (c) Notwithstanding the foregoing, you must be employed by the Company (or any Related Company) or serving on the Board on the relevant date for any shares to vest. If both (i) your employment with the Company (or any Related Company) terminates for any reason and (ii) your Board service terminates due to your resignation from the Board or your refusal to stand for election to the Board or your death or becoming Disabled, any rights you may have under the NSO and this Award Agreement with regard to unvested shares shall expire and be null and void. (d) If your employment with the Company (or any Related Company) terminates for any reason and your Board service terminates due to a reason other than your resignation from the Board or your refusal to stand for election to the Board or your death or your becoming Disabled, the shares covered by the NSO shall 100% vest to the extent not otherwise exercisable; provided, however, your NSO will remain subject to all other provisions of this Agreement. View More

Vesting. (a) Except as provided in subparagraphs (c) and (d) below, the Restricted Stock Units shall vest on the following dates (each a "Service Date"), provided the Participant continues to be employed by, or providing service to, the Employer (as defined in the Plan) from the Date of Grant through the applicable Service Date: Service Date Units Vesting January 1, 2016 1/3 January 1, 2017 1/3 January 1, 2018 1/3 The vesting of the Restricted Stock Units is cumulative, but shall not exceed 100% of the U...nits subject to the Restricted Stock Units. If the foregoing schedule would produce fractional Units, the number of Units for which the Restricted Stock Units becomes vested on a Service Date shall be rounded down to the nearest whole Unit. The Restricted Stock Units shall become vested with respect to 100% of the Units subject to the Restricted Stock Units on January 1, 2018, if the Participant is employed by, or providing service to, the Employer on such date. (b) Except as provided in subparagraphs (c) and (d) below, if at any time prior to January 1, 2018, the Participant's employment or service with the Employer terminates for any reason, including death or disability, then all of the unvested Restricted Stock Units shall be immediately forfeited and the Participant shall not have any rights with respect to the vesting or the redemption of any portion of the Restricted Stock Unit. (c) If, on or after January 1, 2016, but prior to January 1, 2018, the Participant's employment or service with the Employer terminates on account of Normal Retirement (as defined below), the portion of the Restricted Stock Units that have not yet vested as provided in subparagraph 3(a) above shall become fully vested on the date of the Participant's termination of employment or service on account of Normal Retirement. For purposes of this Grant, the term (i) "Normal Retirement" shall mean termination of employment or service with the Employer (other than for Cause (as defined below)) after the Participant has attained age sixty-two (62) and five (5) total years of employment or service with the Employer and (ii) "Cause" shall mean a finding by the Committee that the Participant (i) has breached his or her employment or service contract with the Employer, if any; (ii) has engaged in disloyalty to the Employer including, without limitation, fraud, embezzlement, theft, commission of a felony or proven dishonesty; (iii) has disclosed trade secrets or confidential information of the Employer to persons not entitled to receive such information; (iv) has breached any written noncompetition or nonsolicitation agreement between the Participant and the Employer; or (v) has engaged in such other behavior detrimental to the interests of the Employer as the Committee determines. (d) If at any time prior to January 1, 2018, but while the Participant is employed by or providing service to the Employer, a Change of Control (as defined below) occurs, then the portion of the Restricted Stock Units that have not yet vested as provided in subparagraph 3(a) above shall become fully vested on the date of the Change of Control (the "Change of Control Date"). For purposes of this Agreement, the term "Change of Control" shall mean as such term is defined in the Plan, except that a Change of Control shall not be deemed to have occurred for purposes of this Agreement unless the event constituting the Change of Control constitutes a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and its corresponding regulations. For the avoidance of doubt, if the Change of Control does not constitute a permitted change in control event under section 409A of the Code, then the Restricted Stock Unit shall not vest on the occurrence of the Change of Control. View More

Vesting. The Restricted Stock Units shall vest as follows: (a) Regular Vesting. Subject to the terms and conditions set forth in this Agreement and the Plan, and to the Participant's continuous employment with the Company or a Subsidiary through each applicable vesting date: (i) 25% of the Restricted Stock Units subject to this Agreement shall vest immediately as of the Grant Date; and (ii) 6.25% of the Restricted Stock Units subject to this Agreement as of the Grant Date shall vest on the last day of ea...ch calendar quarter, commencing with the calendar quarter beginning on or after the Grant Date, until all Restricted Stock Units become vested or are forfeited under the terms of this Agreement. Any fractional units with respect to an applicable vesting tranche shall be rounded up to the next whole unit, but in the aggregate may not exceed the total number of Restricted Stock Units granted on the Grant Date. (b) Vesting Upon a Change in Control. Notwithstanding the foregoing in this Section 3, all unvested Restricted Stock Units shall be deemed to fully vest upon a Change in Control, provided, however, that the Participant has remained in continuous employment with the Company or a Subsidiary from the Grant Date through the date the Change in Control occurs. If a Change in Control occurs within the six months following (i) the Company's termination of the Participant's employment for any reason other than for Cause, death or disability or (ii) the Participant's termination of employment with Good Reason, then all unvested Restricted Stock Units shall be deemed to fully vest upon such Change in Control. For purposes of this Agreement "Cause" and "Good Reason" shall have the meaning given to each term pursuant to the employment agreement between the Participant and the Company or Subsidiary. View More

Vesting. The Restricted Shares shall vest and become non-forfeitable on the day immediately preceding the Company's next Annual Meeting of Stockholders following the Date of Grant (the "Vesting Date"), provided that the Participant is actively carrying out his or her duties in connection with the Directorship at all times from the Date of Grant through the Vesting Date.

Vesting. The term "vest" as used herein with respect to any Restricted Stock Unit means the lapsing of the restrictions described herein with respect to such Restricted Stock Unit. Unless earlier terminated, forfeited, relinquished or expired, the Award shall vest in full upon the first anniversary of the Date of Grant, provided that the Grantee has remained in continuous Employment from the Date of Grant through the applicable vesting date.

Vesting. (a) Regular Vesting. Except as otherwise provided in the Plan or in this Section 2, the Option shall vest in full on the one-year anniversary of the Date of Grant. (b) Repayment. Participant agrees and acknowledges that this Award Agreement is subject to any policies that the Committee may adopt from time to time with respect to the repayment to the Company of any benefit received hereunder, including compensation recoupment or "clawback" policies.

Vesting. (a). The Award shall vest in accordance with the vesting schedule listed above. Shares shall be delivered (provided that such delivery is otherwise in accordance with federal and state securities laws) with respect to vested Restricted Share Units as soon as practicable following vesting, which shall generally mean within thirty (30) days following vesting, but which in no event shall be later than March 15 of the calendar year following the calendar year in which vesting occurs. (b). Notwithsta...nding anything to the contrary, upon the first to occur of the death of the Holder or the consummation of a Change in Control (as defined below), any then unvested Restricted Share Units shall become immediately vested. For purposes of this Award Agreement, "Change in Control" shall mean: (A) the sale or other transfer of the Company to an Independent Third Party (as defined below) or "group" (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) of Independent Third Parties pursuant to which such party or parties acquire (i) capital stock of the Company possessing the voting power under normal circumstances (without regard to the occurrence of any contingency) to elect a majority of the Company's board of directors (whether by merger, consolidation or sale or transfer of the Company's capital stock) or (ii) all or substantially all of the Company's assets determined on a consolidated basis; provided, however, that such Change in Control constitutes a "change in control event" within the meaning of Section 409A(a)(2)(A)(v) of the Internal Revenue Code (the "Code"). "Independent Third Party" means any person or entity who, immediately prior to the contemplated transaction, does not own in excess of 5% of the common stock on a fully-diluted basis (a "5% Owner"), who is not controlling, controlled by or under common control with any such 5% Owner and who is not the spouse or descendant (by birth or adoption) of any such 5% Owner or a trust for the benefit of such 5% Owner and/or such other persons. (c). Continuance of Employment. Subject to Paragraphs 3(b) and 6, the vesting schedule requires continued employment or service through each applicable vesting date as a condition to the vesting of the applicable installment of the Award and the rights and benefits under this Award Agreement. Nothing contained in this Award Agreement or the Plan constitutes an employment or service commitment by the Company, affects the Holder's status as an employee at will who is subject to termination without Cause (as defined in Section 2(f) of the Plan), confers upon the Holder any right to remain employed by or in service to the Company or any of its Subsidiaries, interferes in any way with the right of the Company or any of its Subsidiaries at any time to terminate such employment or services, or affects the right of the Company or any of its Subsidiaries to increase or decrease the Holder's other compensation or benefits. Nothing in this paragraph, however, is intended to adversely affect any independent contractual right of the Holder without his or her consent thereto. (d). No Ownership. Unless and until the Company has issued a certificate or certificates representing Shares as a result of the vesting of Restricted Share Units, the Holder shall not have any of the rights or privileges of a stockholder of the Company with respect to the Shares subject to the Award. View More

Vesting. (a) The Option will become exercisable ("vest") at a rate of approximately % of the total number of shares subject to the Option on the first anniversary of the Grant Date and as to an additional % of the original number of shares subject to the Option on each of succeeding anniversaries for years, provided that Optionee is still employed by the Company or any Affliate thereof. There shall be no proportional or partial vesting in the period prior to each vesting date, and all vesting shall occur... only on the appropriate vesting date. The right of exercise shall be cumulative so that to the extent that the Option is not exercised in any period to the maximum extent permissible, it shall continue to be exercisable, in whole or in part, with respect to all shares for which it is vested until the earlier of the Expiration Date or the termination of this Option under the Plan. (b) Notwithstanding anything to the contrary in subparagraph 4(a) above, in the event a Change in Control occurs, the Option shall immediately vest as to any Option shares that have not previously vested in accordance with said subparagraph 4(a). (c) Notwithstanding anything to the contrary in subparagraph 4(a) above, in the event of the Disability of the Optionee prior to the Expiration Date, as defined in Paragraph 5 below, the Option shall immediately vest as to any option shares that have not previously vested in accordance with said subparagraph 3(a). The term "Disability" shall have the meaning set out in the Plan; provided, however, the parties agree that, to the extent necessary to comply with Code Section 409A , the definition of "Disability" hereunder shall be amended to the definition of "disability" required by Code Section 409A. (d) Notwithstanding anything to the contrary in subparagraph 4(a) above, in the event of the Optionee's Retirement, the Option shall immediately vest as to any Option shares that have not previously vested in accordance with said subparagraph 4(a) above. View More

Vesting. Subject to the terms and conditions contained herein and the applicable terms and conditions set forth in the Plan, the LTIP Units issued under any Grant Notice shall vest and the restrictions on such LTIP Units shall lapse as provided in the applicable Grant Notice.