Travelers 2014 Annual Report Download - page 291

Full - Time Employee or Regular Status Part - Time Employee (regardless of whether such individual is subsequently determined to be a common - law
employee or an employee for any other purpose).
II.8 “ Employer ” means the Company and each Affiliate that, with the approval of the Executive Vice President - Human Resources of the
Company, has adopted the Plan. In the event an Employer ceases to be an Affiliate for any reason (including, but not limited to, the sale or
disposition of the stock of the Employer by the Company or an Affiliate), the Employer shall immediately cease to be an Employer.
II.9 “ Offer of Continued Employment ” means a job offer to an Employee by the Company or an Affiliate prior to the Employee ’ s Termination
of Employment (or, in the case of a sale or transfer of all or any portion of the business operation of the Company or an Affiliate, an offer by the
purchaser or transferee or any affiliate of such purchaser or transferee, or, in the case of the outsourcing of a job function to a third
- party service
provider, an offer by the third
- party service provider or an affiliate of such provider) for a position (i) with base compensation equal to or greater
than the Employee
’ s then current base compensation; and (ii) which allows the Employee to work at his/her then current work site or within thirty
(30) miles of his/her current work site (or, in the case of virtual office employees, within thirty (30) miles from the office to which the Employee is
assigned) or at a location that is closer to the Employee
’ s current residence than is the Employee ’ s current work site. In the case of a sale or
transfer of all or any portion of the business operation of the Company or an Affiliate (by means of a stock or asset disposition, merger, or similar
transaction), the sale or transfer agreement may explicitly or implicitly modify the definition of “Offer of Continued Employment” for purposes of
this Plan.
II.10 “ Reduction in Force ” or “ RIF ” means a Termination of Employment initiated by an Employer solely due to a reduction in force or the
elimination of an Employee
’ s position, as determined by the Administrator, in its sole discretion.
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II.11 “Regular Status, Full - Time Employee ” means a non - temporary Employee who is classified by an Employer as Regular Status, Full - Time
and who works a regular schedule of hours which is at least the customary number of hours per week assigned by his/her office.
II.12 “Regular Status, Part - Time Employee ” means a non - temporary Employee who is classified by an Employer as Regular Status, Part - Time
and who works a regular schedule of hours which is less than the customary number of hours per week assigned by his/her office.
II.13 “Severance Payments” or “Severance Benefits” means the benefits provided to an Employee who, in accordance with Article III, is
eligible for such benefits in the amount and form set forth in the applicable Severance Benefit Schedule.
II.14 “Severance Benefit Schedule” or “Schedule” means the schedules attached hereto and incorporated herein, as amended from time to
time, which set forth the amount, form of, and additional conditions for entitlement to Severance Benefits payable under this Plan.
II.15 “ Termination of Employment ” means, for purposes of determining an Employee ’ s entitlement to Severance Payments under this Plan, a
complete severance of an Employee
’ s employment relationship with the Company and all Affiliates (as reflected on the books and records of the
Company). Accordingly, a transfer of an Employee
’ s employment between the Company and an Affiliate, or among Affiliates, will not constitute a
Termination of Employment. In the event of an authorized leave of absence (including a disability leave), a Termination of Employment will be
deemed to have occurred during or at the end of such leave in accordance with the employment policies of the Employer in effect and as amended
from time to time.
An Employee who, in conjunction with a sale or transfer of all or any portion of the business operation of the Company or an Affiliate (by means of
a stock or asset disposition, merger, or similar transaction), transfers employment to the purchaser or transferee or to any affiliate of such purchaser
or transferee, or is given an Offer of Continued Employment by the purchaser or transferee or any affiliate of such purchaser or transferee, shall not
be treated as having incurred a Termination of Employment for purposes of this Plan. In addition, an Employee shall not be treated as having
incurred a Termination of Employment merely because such Employee
’ s Employer ceases to be an Employer and/or an Affiliate under this Plan.
An Employee who, in connection with the outsourcing of a job function to a third
- party service provider, transfers employment to the third - party
service provider or an affiliate of such provider, or is given an Offer of Continued Employment by the third
- party service provider or an affiliate of
such provider, shall not be treated as having incurred a Termination of Employment for purposes of this Plan.
Notwithstanding the foregoing, an Employee will not experience a Termination of Employment unless the termination of the employment
relationship also qualifies as a “separation from service” under Code § 409A.
II.16 “ Voluntary Termination ” means a Termination of Employment initiated by the Employee. An Employee will be treated as having a
Voluntary Termination if: (i) the Employee resigns from employment for any reason, even if the Employee
’ s resignation occurs after the Employee
receives a Written Notice of Termination (unless the Employer has authorized such
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early resignation and agreed in writing with the Employee to a new date of Termination of Employment due to a RIF), or (ii) the Employee declines
an Offer of Continued Employment, whether that Offer of Continued Employment was made before or after Written Notice of Termination was
provided to the Employee.
II.17 “Waiver and Release” has the same meaning as “Confidential Separation Agreement” ( see Section II.6).