Travelers 2014 Annual Report Download - page 293

eligible to receive Severance Benefits even if the Termination of Employment is not excluded under Sections III.2, III.3, III.4, III.5, III.6 or III.7.
III.9 Employer Option to Accelerate Termination of Employment and Reduce or Eliminate Benefits : If, after receiving a Written Notice of
Termination from an Employer but before the date of Termination of Employment, an Employee engages in Conduct Harmful or Prejudicial to the
Company, voluntarily resigns, becomes employed with an employer that is not the Company or an Affiliate, dies, is insubordinate, performs in an
unsatisfactory manner, or otherwise becomes ineligible to receive benefits under this Plan, the Employer has the option to accelerate the
Employee
’ s Termination of Employment date, effective on an earlier date than stated in the Written Notice of Termination, and (i) treat the new,
earlier Termination of Employment as a termination for reasons other than a RIF, such that the Employee is no longer eligible for Severance
Benefits; or (ii) reduce the Employee
’ s Severance Benefits such that they are determined by reference to the earlier Termination of Employment
date, even if the Employee has already executed his/her Confidential Separation Agreement.
IV. PAYMENT AND CLAIMS PROCEDURES
IV.1 Withholding: The Employer shall withhold from the Severance Benefits paid hereunder all federal and state income and FICA taxes and
any other amounts it reasonably believes to be required or authorized to be withheld.
IV.2 Death of Employee After Becoming Eligible: If an Employee dies after receiving Written Notice of Termination and after executing a
Confidential Separation Agreement, but before receiving full payment of Severance Benefits, the Employer shall pay the remaining amounts due to
the Employee
’ s estate, unless the Employee designates a different payee on a form and in such manner as is prescribed by the Administrator. Any
payee will be required to execute a Confidential Separation Agreement similar to that required of the Employee, as if the Employee had not died, in
order to receive payment of any remaining Severance Benefits not otherwise required to be paid by law.
IV.3 Effect on Other Benefits: The period for which Severance Benefits may be computed and the payments provided under this Plan shall not
constitute employment, compensation or salary for purposes of determining participation in or the benefits under this or any other benefit plan of
the Company or an Affiliate, unless otherwise expressly provided under the terms of such plan. An Employee
’ s entitlement to other types of
benefits (e.g., retirement benefits or stay pay) will not affect an Employee
’ s entitlement to, or the amount of, Severance Benefits under the Plan,
except as expressly provided by the governing plan or by written agreement.
IV.4 Reduction for Debt: The amounts payable to an Employee under this Plan in accordance with an applicable Severance Benefit Schedule
are subject to reduction for any amounts the Employee owes to the Company or an Affiliate as determined by the Administrator, to the extent such
reduction or offset is consistent with applicable law, including Code § 409A in the case of any deferred compensation that is subject to Code §
409A.
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IV.5 Modified Severance Benefits: Notwithstanding any other provisions of this Plan or the provisions of any Severance Benefit Schedule to
the contrary, and subject to Section VI.1 with respect to any Employee for whom compensation and benefits must be approved and adopted by the
Compensation Committee of the Company
’ s Board of Directors, an Employer may, in its sole discretion exercised prior to the date of an Employee ’ s
Termination of Employment, agree to provide severance benefits to such Employee who has a Termination of Employment due to a RIF that are less
than or in excess of the Severance Benefits, if any, otherwise payable under this Plan. An Employer shall have no obligation to provide additional
benefits to any Employee under this Section IV.5 and need not make benefit grants under this Section on a uniform basis to similarly
- situated
Employees.
IV.6 Statutory or Other Severance Pay Benefits: If any Employee is entitled to a severance benefit or mandatory termination notice
provisions pursuant to international, federal, provincial, state, local or other applicable regulation, statute, or other governmental order or rule, or
common law, on account of Employee
’ s Termination of Employment, the Severance Benefit under this Plan may be reduced, in the sole discretion
of the Employer, by the amount of such statutory or other severance or notice requirement.
IV.7 Severance Claim Procedure:
(a) Written Notice of Amount of Severance Benefits
No later than ten (10) days after an Employee
’ s Termination of Employment due to a Reduction in Force, or such other point in
time as determined by the Administrator, the Administrator will provide the Employee with a written notice (“Notice”
) of the
amount of Severance Benefits payable to the Employee under the Plan and what conditions the Employee must meet to receive
payment of Severance Benefits (e.g., execution of a Confidential Separation Agreement).
(b) Claim for Benefits
If an Employee is denied Severance Benefits or objects to the amount of benefits provided, the Employee may file a written claim
for benefits with the Administrator objecting to the denial of benefits or the amount of benefits payable under the Plan. Such a
written claim must be filed within ninety days after the Employee
’ s Termination of Employment.
Not later than ninety (90) days after receipt of such claim, the Administrator will render a written decision on the claim to the
Employee. If the claim is denied in whole or in part, such decision will include: the reasons for the denial; a description of any
additional material or information necessary for the Employee to perfect the claim; an explanation as to why such information or
material is necessary; and an explanation of the Plan
’ s claim procedure.