Travelers 2014 Annual Report Download - page 290

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Exhibit 10.20
THE TRAVELERS SEVERANCE PLAN
(As Amended and Restated effective January 1, 2015)
THE TRAVELERS SEVERANCE PLAN
(As amended and restated effective January 1, 2015)
I. PURPOSE AND APPLICATION
I.1 Purpose: The purpose of the Plan is to provide severance payments to certain employees of the Company and of those Affiliates that have
adopted this Plan in the event such employees
’ employment is terminated in specified circumstances.
I.2 Application: The Plan as set forth herein applies to Employees who are provided a Written Notice of Termination on or after January 1, 2015.
This Plan document supersedes and replaces any severance plan, program or policy maintained by an Employer prior to January 1, 2015.
II. DEFINITIONS
The following words and phrases, when used herein, unless their context clearly indicates otherwise, shall have the following respective meanings.
II.1 “ Administrator ” means the Company, acting through the person, persons or committee delegated administrative authority pursuant to
Article V.
II.2 “Affiliate” means an entity on whose board of directors or other governing body the Company (directly or indirectly through one or more
subsidiaries) has representation by virtue of its ownership of capital stock or other interest. However, under no circumstances does the term
“
Affiliate ” include any venture capital company in which the Company or an Affiliate may, from time to time, have invested.
II.3 “ Code ” means the Internal Revenue Code of 1986 as amended.
II.4 “ Company ” means The Travelers Companies, Inc. or any successor corporation by merger, consolidation or purchase or otherwise that
elects to adopt the Plan.
II.5 “ Conduct Harmful or Prejudicial to the Company ” means any act or omission by an Employee, whether or not occurring during the
course of employment, that the Administrator, in its sole discretion, determines to be detrimental to the interests of the Company or an Affiliate,
including, but not limited to, any violation of (i) the Company
’ s Code of Business Conduct and Ethics, (ii) any Employer policy relating to illegal
drugs, discrimination, sexual or other discriminatory harassment, alcohol, misconduct, gambling, possession or use of firearms or other weapons,
theft, destruction or misuse of company property, misrepresentations, falsifying records, conflicts of interest, use of insider information, use or
disclosure of confidential information, intellectual property and inventions assignment, bribes, threats or harm to coworkers or business associates,
or (iii) any provision of a written agreement between Employee and the Company or an Affiliate.
II.6 “ Confidential Separation Agreement ” means an agreement stating the terms of an Employee ’ s separation from employment that is
executed by an Employee within the time limits
established by the Employer, in form and substance satisfactory to the Employer, and which includes a general release and waiver of claims. The
Confidential Separation Agreement shall include a non
- solicitation clause, pursuant to which the Employee agrees, for a period of time to be
specified in the Confidential Separation Agreement, not to solicit certain people or groups of people to discontinue their business and/or their
employment relationship with the Company or any Affiliate, and may also include other terms determined by the Employer such as post
-
employment obligations of non - disparagement, confidentiality and/or cooperation. A Confidential Separation Agreement may also be referred to
as a “Waiver and Release.”
II.7 “ Employee ” means any person who, as of the date of Termination of Employment, is employed by an Employer as a non - temporary,
Regular Status Full
- Time Employee or Regular Status Part - Time Employee under classifications established and applied in the ordinary course of
business by the Employer. The term “Employee” shall not include any individual (i) who performs services for the Company or an Affiliate through,
or is paid by, a third party (including but not limited to a third - party temporary agency or an employee leasing or staffing agency), or (ii) who is
classified by the Employer as an independent contractor or consultant, a temporary employee or as having any status other than a Regular Status
Section 2: EX-10.20 (EX-10.20)