Travelers 2014 Annual Report Download - page 295

V.3 Exercise of Authority: The Company, in its capacity as Administrator of the Plan, and any person or committee who acts on behalf of the
Administrator, may exercise authority in its/his/her full discretion, subject only to the duties imposed under ERISA. This discretionary authority
includes, but is not limited to, the authority specified in Section V.1. The exercise of authority will be binding upon all persons; and it is intended
that the exercise of authority be given deference in all courts of law to the greatest extent allowed under law, and that it not be overturned or set
aside by any court of law unless found to be arbitrary and capricious.
VI. MISCELLANEOUS PROVISIONS
VI.1 Amendment and Termination : The Company, in its capacity as sponsor of the Plan, may at any time and without prior notice, amend or
terminate this Plan or any Severance Benefit Schedule. Any amendment or termination of this Plan or Severance Benefit Schedule shall be by
written instrument signed by the Company
’ s Executive Vice President — Human Resources.
9
Any Affiliate may, with the approval of the Company
’ s Executive Vice President - Human Resources, adopt this Plan and become an Employer
hereunder or withdraw from the Plan. Each Employer under this Plan may, in its capacity as sponsor of the Plan and with the approval of the
Company
’ s Executive Vice President - Human Resources, design, adopt and amend its own Severance Benefit Schedule and Confidential
Separation Agreement, which shall include a general release and waiver of claims. The adoption, amendment or termination of a Schedule by an
Employer hereunder shall be by written instrument signed by an officer of the Employer and the Company
’ s Executive Vice President - Human
Resources. By adopting the Plan, each Employer consents to:
(a) administration of the Plan by the Company; and
(b) any amendment adopted by the Company, except as provided above with respect to its own Severance Benefit Schedule or Confidential
Separation Agreement.
Notwithstanding any other provision of this Plan, no amendment or modification affecting an Employee whose compensation and benefits must be
approved and adopted by the Compensation Committee of the Company
’ s Board of Directors shall be effective unless and until such amendment
or modification has been so approved and adopted. The Company by amendment or termination of the Plan, or any Employer by amendment of its
Severance Benefit Schedule, or by withdrawal from the Plan, may reduce or eliminate any Severance Benefits that have not been fully paid prior to
the date the amendment, termination or withdrawal is executed. Notwithstanding the foregoing, however, an amendment, termination or withdrawal
may not reduce or eliminate any Severance Benefits that are conditioned upon execution of a Confidential Separation Agreement after the
Employee has been provided a copy of the Confidential Separation Agreement for his/her signature.
VI.2 Source of Payment: Severance Benefits payable under this Plan to any Employee shall be paid directly out of the general assets of such
Employee
’ s Employer. An Employer is not responsible for (and has no contractual obligation with respect to) Severance Benefits payable to an
Employee who is or was employed with another Employer. If an Employee is concurrently employed with two or more Employers, each will be
responsible for the Severance Benefit attributable to employment with that Employer.
VI.3 Governing Law/Forum: This Plan, to the extent not preempted by ERISA or any other federal law, shall be governed by and construed in
accordance with the laws of Minnesota, without giving effect to its conflict of law rules. The Plan is intended to be an employee welfare benefit
plan within the meaning of Section 3(1) of ERISA. All controversies, disputes, and claims arising under or relating to the Plan must be submitted to
the United States District Court for the District of Minnesota, unless the parties to any such dispute agree to submit the matter to arbitration on
terms and conditions mutually agreed upon. Any person that participates in the Plan, or asserts an entitlement to any right or benefit under the
Plan, thereby consents to the exercise of personal jurisdiction over him or her by the United States District Court for the District of Minnesota and
waives any argument that that forum is not a convenient forum in which to resolve the lawsuit.
10
VI.4 Interests Not Transferable: Except as to withholding of any tax under the laws of the United States or any state or locality, no Severance
Benefits payable at any time under the Plan shall be subject in any manner to alienation, sale, transfer, assignment, pledge, attachment, or other
legal process, or encumbrance of any kind. Any attempt to alienate, sell, transfer, assign, pledge or otherwise encumber any such Severance
Benefits, whether currently or thereafter payable, shall be void. No person shall, in any manner, be liable for or subject to the debts or liabilities of
any person entitled to such benefits. If any person shall attempt to, or shall alienate, sell, transfer, assign, pledge or otherwise encumber his
Severance Benefits under the Plan, or if by any reason of his bankruptcy or other event happening at any time, such benefits would devolve upon
any other person or would not be enjoyed by the person entitled thereto under the Plan, then the Administrator, in its sole discretion, may
terminate the interest in any such benefits of the person entitled thereto under the Plan and hold or apply them for or to the benefit of such person
entitled thereto under the Plan or such person
’ s spouse, children or other dependents, or any of them, in such manner as the Administrator may
deem proper.
VI.5 Employment Rights: Establishment of the Plan shall not be construed in any way to modify an Employee ’ s at - will employment
relationship, or to give any Employee the right to be retained in the Company ’ s or any Affiliate ’ s service or to any benefits not specifically
provided by the Plan. The right of an Employer to terminate the employment relationship of an Employee (or to accelerate the termination date) will
not in any way be affected by the terms of this Plan or any Confidential Separation Agreement.
VI.6 Severability: Any provision herein that may be unenforceable will be deemed severed from the remainder hereof, with such remaining
provisions being given full force and effect.