Travelers 2014 Annual Report Download - page 292

II.18 “ Written Notice of Termination ” means a formal, written communication from an Employer to the Employee informing the Employee that
his/her employment will be terminated on a date certain in the future.
II.19 “Years of Service” means an Employee ’ s full years of service based on the applicable service date as reflected for the Employee in the
Company
’ s human resource system. The service date reflects (i) the first day of the current period of continuous service of the Employee or (ii) the
adjusted service date for an Employee who has had a break in service and is eligible for service restoration based on the terms of the Travelers
Pension Plan or any prior applicable pension plan.
Notwithstanding the foregoing, if an Employee received severance benefits from the Company or an Affiliate for a previous period of employment,
that Employee will be eligible for Severance Benefits with respect to Years of Service commencing with the Employee
’ s most recent date of
employment with the Company or an Affiliate (while it is an affiliate) and not based on the adjusted service date. For purposes of the preceding
sentence, benefits paid under the Travelers Pension Plan (or a predecessor pension plan) with respect to any previous period of employment will
not be considered severance benefits with respect to such previous period of employment.
III. ELIGIBILITY FOR SEVERANCE PAYMENTS
III.1 Reduction in Force: If, in the discretion of the Administrator, an Employee experiences a Termination of Employment due to a Reduction
in Force and is otherwise eligible to receive, and is not excluded from receiving, Severance Benefits under this Plan, and if the Employee executes a
Confidential Separation Agreement, including a general release and waiver of claims, the Employee will be eligible for the Severance Payments
specified in the applicable Severance Benefit Schedule, to the extent and in accordance with the applicable Severance Benefit Schedule and this
Plan.
III.2 Conduct Harmful or Prejudicial to the Company: An Employee who has a Termination of Employment and who has engaged in Conduct
Harmful or Prejudicial to the Company, as determined within the sole discretion of the Administrator, shall not be entitled to any Severance Benefits
hereunder. If the Administrator determines that an Employee has engaged in Conduct Harmful and Prejudicial to the Company after Severance
Benefits have commenced to be paid to such Employee, the Employer may immediately cease payment of any remaining Severance Benefits and
demand repayment of any Severance Benefits already paid to the Employee. The Employee must promptly repay such Severance Benefits and, if
not promptly repaid, the
4
Employer may deduct the value of Severance Benefits already paid from any other form of compensation or payments payable to such Employee, to
the extent permitted by applicable law.
III.3 Voluntary Termination: An Employee who experiences a Voluntary Termination shall not be eligible to receive any Severance Benefits
hereunder.
III.4 Employment or Other Agreements: An Employee whose employment is terminated under circumstances that entitle that Employee to
receive payments upon separation of employment pursuant to a written employment or other separation agreement shall not be eligible to receive
any Severance Benefits hereunder, unless such written agreement is authorized by the Administrator and expressly states that the Employee is
eligible for Severance Benefits under this Plan in addition to such other benefits that may be provided by the written agreement. Any agreement
between the Company or an Affiliate and an Employee that provides for payment to the Employee solely in support of a post
- employment non -
competition restriction shall not be an agreement “to receive payments upon separation of employment” for purposes of this Section III.4.
III.5 Termination for Unsatisfactory Performance. An Employee who is terminated for unsatisfactory performance, as determined within the
sole discretion of the Administrator, shall not be eligible to receive any Severance Benefits hereunder, even if the Employer chooses not to replace
such Employee or fill the Employee
’ s position.
III.6 Death: An Employee who dies after receiving Written Notice of Termination but before executing a Confidential Separation Agreement
shall not be eligible to receive any Severance Benefits hereunder.
III.7 Disability and Other Leaves of Absence: An Employee who is on a personal leave of absence at the time of, or commencing after, the date
the Employer provides a Written Notice of Termination will not be treated as having had a Termination of Employment due to a RIF. An Employee
who is on an approved disability leave of absence will be treated as having had a Termination of Employment due to a RIF only if either (a) a
Written Notice of Termination is provided to the Employee prior to the start of the Employee
’ s disability leave and the Employee remains on the
approved disability leave (pursuant to the Employer
’ s leave or other policies) at the date of Termination of Employment specified in the Written
Notice of Termination; or (b) the Employee is on approved disability leave (pursuant to the Employer
’ s leave or other policies) when the Employer
provides a Written Notice of Termination and each of the following conditions are met: (i) prior to his/her Termination of Employment (as
determined pursuant to the Employer
’ s leave or other policies), the Employee provides the Employer with written notice of his/her intent to return
to work for the Company or an Affiliate, along with a physician
’ s certification that the Employee is able to return to work, and (ii) the Employee
does not receive an Offer of Continued Employment by the Company or an Affiliate within sixty (60) days after the date the Employer receives
written notice of the Employee
’ s intent to return to work.
III.8 Other Terminations: An Employee shall not be eligible to receive any Severance Benefits if the severance of his/her employment
relationship with the Company and its Affiliates is not considered a Termination of Employment due to a RIF for purposes of this Plan; further, an
Employee whose Termination of Employment is not described in Section III.1 shall not be
5