Exhibit 10.31
THE TRAVELERS INC.
DEFERRED COMPENSATION AND PARTNERSHIP PARTICIPATION PLAN
(Effective as of October 14, 1994)
Section 1 Purpose.
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The purpose of the Plan is to enable each Employer to attract
and retain key employees who are expected to contribute to the Employer's
success by offering them an opportunity to defer the receipt of
compensation, and the opportunity simultaneously to receive currently
additional compensation in the form of a Class C Profits Interest.
The Plan offers each Eligible Employee two alternative methods
by which the Eligible Employee may obtain, subject to certain additional
credit risks not present in a direct investment, an economic interest in
the Fund substantially similar to the acquisition of a Class A Interest.
The first method provides the Eligible Employee with a contractual claim
against his or her Employer which would largely mirror a direct investment
of an amount equal to the Deferral Commitment in a Class A Interest (the
"Mirror Option"). The second enables the Eligible Employee to receive
currently at the direction of his or her Employer and subject to the
restrictions set forth in the Plan, a Class C Profits Interest and interest
generally calculated at the AFR Rate on amounts deferred under the Plan
(the "Profits Interest Option").
Section 2 Definitions.
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2.1 "Accounts" means a Participant's AFR Account or TRV
Account, as the case may be, and the Participant's T-Bill Account.
2.2 "Advance" means the amount by which an Employer's capital
contributions, if any, in respect of its Class A Interest or AFR Capital
Interest exceeds the amount of the Participant's deferrals credited to his
or her TRV or AFR Account.
2.3 "AFR Account" means, with respect to any Participant as to
whom such an account is established, a book entry account established
pursuant to and administered in accordance with Section 5.
2.4 "AFR Capital Interest" when used in the context of any
Participant's interests under the Plan means the AFR Capital Interest in
the Fund acquired by the Participant's Employer which is associated with
the Participant's Class C Profits Interest.
2.5 "AFR Rate" means a rate of interest equal to the long-term
applicable federal rate (as defined in Section 1274(d) of the Code),
compounded annually, in effect on the date on which capital is first
contributed by any partner to the Fund.
2.6 "Board" means the Board of Directors of the Corporation.
2.7 "Cause" shall mean (i) the willful failure by the
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Participant to perform substantially the Participant's duties as an
employee of an Employer (other than due to physical or mental illness)
after reasonable notice to the Participant of such failure, (ii) the
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Participant's engaging in serious misconduct that is injurious to any
Employer, (iii) the Participant's having been convicted of, or entered a
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plea of nolo contendere to, a crime that constitutes a felony, (iv) the
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breach by the Participant of any written covenant or agreement not to
compete with any Employer or (v) the breach by the Participant of his or
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her duty of loyalty to any Employer which shall include, without limita-
tion, (A) the disclosure by the Participant of any confidential information
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pertaining to any Employer, (B) the harmful interference by the Participant
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in the business or operations of any Employer, (C) any attempt by the
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Participant directly or indirectly to induce any employee, agent or broker
of any Employer to be employed or perform services elsewhere, or (D) any
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attempt by the Participant directly or indirectly to solicit the trade of
any customer or prospective customer or supplier of any Employer.
2.8 "Class A Interest" when used in the context of any
Participant's interests under the Plan means the Class A Interest in the
Fund which is the basis for determining the value of the Participant's TRV
Account.
2.9 "Class C Profits Interest" with respect to each Participant
who executes a Subscription Agreement means a Class C Profits Interest in
the Fund transferred to such Participant pursuant to Section 4.
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2.10 "Code" means the Internal Revenue Code of 1986, as
amended.
2.11 "Committee" means the Annuity Board of the Corporation.
2.12 "Corporation" means The Travelers Inc. or any successor
thereto.
2.13 "Default" has the meaning ascribed thereto in Section 8.1.
2.14 "Deferral Commitment" with respect to each Participant
means the total amount of compensation the Participant commits to defer
under the Plan.
2.15 "Deferral Election" means the election made by an Eligible
Employee to defer receipt of compensation pursuant to Section 3 of the
Plan.
2.16 "Disability" means the Participant's inability to perform
the duties of his employment due to disability as determined in accordance
with the terms of the long-term disability plan in which the Participant
participates (or is eligible to participate).
2.17 "Effective Date" means October 14, 1994.
2.18 "Eligible Employee" means for the purpose of this Plan, an
officer, director or employee of any Employer or person on retainer* who
participates in The Travelers Capital Accumulation Plan, unless such person
is on retainer and meets the requirements to be an eligible employee as set
forth in the Confidential Private Placement Memorandum for the Fund.
2.19 "Employer" means the Corporation and any of its majority-
owned subsidiaries which adopts the Plan with respect to its employees with
the consent of the Corporation.
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* Persons on retainer include qualified independent contractors
operating under Independent Contractor Agreements with RCM Acquisition Inc.
or the Basic Agreements with Primerica Financial Services, Inc.
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2.20 "Fair Market Value" as of any date shall mean the value
of a Participant's Class C Profits Interest or an Employer's Class A
Interest on the valuation date of the Fund coinciding with or immediately
preceding the date of determination.
2.21 "Fund" means the TRV Employees Fund, L.P.
2.22 "Mirror Option" has the meaning ascribed thereto in
Section 1.
2.23 "Participant" means any Eligible Employee who makes a
Deferral Election.
2.24 "Partnership Agreement" means the agreement governing the
rights and obligations of partners (including each Employer and each
Participant who becomes a partner in accordance with Section 4 hereof) in
the Fund, as in effect from time to time.
2.25 "Plan" means The Travelers Inc. Deferred Compensation and
Partnership Participation Plan, as in effect and as may be amended from
time to time.
2.26 "Profits Interests Option" has the meaning ascribed
thereto in Section 1.
2.27 "Retirement" means the voluntary termination of a Partici-
pant's employment as a result of the Participant's good faith intention to
leave his or her business or profession.
2.28 "Series" means all limited partnership interests in the
Fund which are subscribed for on the same day.
2.29 "Subscription Agreement" with respect to any Participant
who elects to receive a Class C Profits Interest means a three party
agreement among the general partner of the Fund, the Participant and the
Participant's Employer pursuant to which the Employer shall cause a Class C
Profits Interest to be transferred to the Participant and the Participant
undertakes certain commitments as a partner in the Fund, including, without
limitation, the obligation to pay to the Fund an amount equal to any net
losses realized by the Fund which are allocated to the Participant in
respect of the Class C Profits Interest.
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2.30 "T-Bill Account" means with respect to each Participant a
book entry account established pursuant to and administered in accordance
with Section 5.
2.31 "TRV Account" means, with respect to any Participant as to
whom such an account is established, a book entry account established
pursuant to and administered in accordance with Section 5.
Section 3 Participation.
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3.1 Initial Election to Participate. Not later than 30 days
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after the Effective Date, an employee who is an Eligible Employee at the
Effective Date may elect to defer receipt of up to that amount of
compensation that an Employer shall permit to be deferred hereunder. An
employee who becomes an Eligible Employee after the Effective Date may
elect, not later than 30 days after becoming eligible to participate, to
defer receipt of up to that amount of compensation that an Employer shall
permit to be deferred hereunder.
3.2 Committee Discretion. At any time after the applicable
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period specified in Section 3.1, the Committee may permit an Eligible
Employee to elect prior to the commencement of any period of service (or at
such other time or times and subject to such other conditions as the
Committee may specify) to defer receipt of up to that amount of
compensation otherwise payable to the Eligible Employee in respect of such
services that an Employer shall permit to be deferred hereunder.
Notwithstanding the preceding sentence, unless the Committee otherwise
determines, no Eligible Employee shall be eligible to participate in the
Mirror Option or the Profits Interest Option unless there is a closing of
the Fund which takes place at least 30 days (or such greater or lesser
period as the Committee shall determine) after the date as of which such
Eligible Employee files his or her election to participate in the Plan.
3.3 Form and Terms of Election. A Deferral Election shall be
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made by written notice on a form approved by the Committee and shall be
effective only when filed with the Committee. Each Deferral Election shall
only apply with respect to compensation that the Participant does not have
the right to receive at the time of the election, and shall specify the
amount of the Participant's Deferral Commitment, the type of compensation
to be deferred (i.e., salary, bonus or commissions, or any combination of
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the foregoing) and the
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portion of the Deferral Commitment to be satisfied from each type of
compensation. In determining the amount of his or her Deferral Commitment,
a Participant should consider all relevant aspects of the Plan, including,
without limitation, (i) the Committee's control over the timing of
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distributions pursuant to Section 6, (ii) the generally limited
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availability of any hardship withdrawals pursuant to Section 6.3 and (iii)
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the consequences of failing to satisfy such Deferral Commitment as
described in Section 7.3. Unless otherwise determined by the Committee,
any election to defer compensation hereunder shall continue in effect
during the period of the Participant's employment with any Employer until
the Participant's Deferral Commitment has been satisfied in full. The
Corporation may, from time to time and at any time, establish a minimum
amount (which may be stated as a percentage of a class of compensation
eligible for deferral hereunder) that may be deferred by any Eligible
Employee.
3.4 Timing of Deferrals. The Corporation shall determine the
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time or times at which amounts are to be deferred in accordance with a
Participant's Deferral Election. The Corporation shall specify the manner
and timing of deferrals in the Deferral Election or otherwise identify the
manner and timing of deferrals in writing to the Participant prior to the
time at which the Participant makes his Deferral Election.
3.5 Investment Election. (a) Choice of Options. Each
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Participant shall irrevocably elect in his or her Deferral Election whether
his or her interest under the Plan will be invested (i) solely in a T-Bill
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Account, (ii) pursuant to the Mirror Option, or (iii) pursuant to the
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Profits Interest Option. A Participant who completes a Deferral Election
but does not specify an investment election shall be deemed to have
selected the investment choice described in subclause (i) of the preceding
sentence.
(b) Subscription Agreement Required. Each Participant who
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elects to participate in the Profits Interest Option shall be required to
execute and deliver a Subscription Agreement, which shall provide that, as
a condition to the receipt of the additional compensation represented by
the Class C Profits Interest described in Section 4 below, the Participant
agrees (i) to make a timely recognition election under Section 83(b) of the
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Code with respect to the transfer of the Class C Profits Interest, based on
the value thereof identified by his or her
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Employer, (ii) to become a party to and be bound by the terms of the
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Partnership Agreement and (iii) to execute any documents related to such
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Class C Profits Interest and to provide such information as is requested by
the general partner of the Fund or its duly appointed agent.
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Section 4 Class C Profits Interest.
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Each Employer shall cause a Class C Profits Interest to be
transferred to each Eligible Employee that executes a Subscription
Agreement at the same time as the Participant's Employer acquires the AFR
Capital Interest. An Employer shall advise a Participant of the value such
Employer has assigned to such Class C Profits Interest to enable the
Participant to timely file the required recognition election under Section
83(b) of the Code with respect to the Class C Profits Interest. A
Participant's rights with respect to any such Class C Profits Interest
shall be subject to the terms and conditions set forth in this Plan, the
Subscription Agreement and the Partnership Agreement including, without
limitation, Section 7 hereof (relating to termination of employment).
Section 5 Accounts.
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5.1 Accounts. (a) Establishment of Accounts. Each Employer
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shall establish a T-Bill Account for each of its Eligible Employees who has
made a Deferral Election. Each Employer shall also establish a TRV Account
for each of its Eligible Employees who has elected the Mirror Option. Each
Employer shall also establish an AFR Account for each of its Eligible
Employees who has elected the Profits Interest Option.
(b) Transfers to TRV and AFR Accounts. The amount deferred
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pursuant to a Participant's Deferral Election shall initially be credited
to the Participant's T-Bill Account. At the time an Employer makes a
capital contribution to the Fund in respect of its AFR Capital Interest or
its Class A Interest, the lesser of (i) the balance in the Participant's T-
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Bill Account or (ii) an amount equal to the amount of the Employer's
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capital contributions shall be transferred from the Participant's T-Bill
Account to the Participant's AFR Account or TRV Account. If the amount of
capital contributed by the Participant's Employer to the Fund in respect of
the Class A Interest or the AFR Capital Interest exceeds the balance in a
Participant's T-Bill Account, any amounts thereafter credited to the
Participant's T-Bill Account shall be immediately transferred to the
Participant's TRV Account or AFR Account, as the case may be, until the
amount transferred to such Account is equal to the amount of the Employer's
capital contributions.
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(c) Transfers from Fund and AFR Accounts. Unless the Committee
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otherwise determines, whenever an Employer receives a distribution from the
Fund on or in respect of its AFR Capital Interest or Class A Interest, as
the case may be, an amount equal to the amount distributed to such Employer
shall be transferred from the Participant's AFR Account or TRV Account, as
the case may be, to the Participant's T-Bill Account.
5.2 Interest Deemed Credited on T-Bill and AFR Accounts. A
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Participant's T-Bill Account shall be credited with interest at the end of
each calendar month at a rate equal to the average of the means between the
bid and asked 30-day U.S. Treasury Bill Rate as of the last trading day of
each week during such month as quoted by the government securities trading
desk of Smith Barney Inc., based on the average amount credited to such
Account during such month. A Participant's AFR Account at any time shall
be credited with interest as of the last day of each calendar year at the
AFR Rate, based on the number of days in the relevant period during which
each amount was credited to such AFR Account, provided that in the case of
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any amount transferred or distributed from the AFR Account during the
calendar year, interest shall be credited as of the date of such transfer
or distribution. Notwithstanding anything else contained herein to the
contrary, a Participant's AFR Account shall be reduced as of the date of
any transfer or distribution from the AFR Account by the amount transferred
or distributed from such AFR Account (plus any interest credited thereon
pursuant to the preceding sentence).
5.3 Earnings on TRV Account. Except as otherwise provided in
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Section 7.3, a Participant's TRV Account shall be deemed to be credited, as
of the date of each audited financial statement of the Fund, as though the
Participant had made a capital commitment as a partner in the Fund in an
amount equal to the amount of his or her Deferral Commitment under the
Plan. Notwithstanding the foregoing, the Participant's TRV Account shall
be reduced
(x) in respect of any Advance by an amount equal to the lesser of
(1) the amount that would have been transferred but for the
operation of this clause (x), and
(2) an amount equal to the following: (i) the sum of the
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products, for each calendar year
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during which the Plan is in effect, of (A), (B) and (C)
below minus (ii) the sum of the amounts, if any, by which
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the Participant's TRV Account has previously been reduced
pursuant to this subclause (x). For purposes of this
subclause (x):
(A) is the AFR Rate,
(B) is the average amount of any Advance and
(C) is a fraction, the numerator of which is the number of
days in such calendar year during which the amount
described in subclause (B) was greater than zero and
the denominator of which is 365; and
(y) by any amount transferred or distributed from such TRV Account
pursuant to the terms of the Plan (i) since the last date as of
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which any earnings were credited to (or losses were charged
against) such TRV Account in accordance with this Section 5.3 or
(ii) that relates to the amount of any distribution on the Class
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A Interest which the Employer was required to return to the
Fund.
Section 6 Distributions.
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6.1 Distributions from a Participant's T-Bill Account. Except
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to the extent otherwise expressly provided herein, no distribution shall be
made from a Participant's T-Bill Account until the earlier of (i) the tenth
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anniversary of the Effective Date (or such later date as is specified by a
Participant in the applicable Deferral Election form or in such other
manner as the Committee shall permit from time to time) or (ii) any date
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determined by the Committee, in its discretion, which is at least one year
after the date as of which the corresponding compensation was deferred. In
making a determination under the preceding sentence, the Committee may take
into consideration any factors it deems relevant, including, without
limitation, whether the Participant has completed his or her Deferral
Commitment. Unless otherwise determined by the Committee, any distribution
from a Participant's T-Bill Account shall be made in a single lump sum in
cash as soon as practicable following the date such distribution is first
payable under the preceding sentence. Notwithstanding anything else herein
to the contrary, if a Participant has received a
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Class C Profits Interest which, at the time an amount would otherwise be
distributable hereunder, is (or, if the Participant's employment were then
to terminate, would be) subject to repurchase by the Participant's Employer
pursuant to Section 7, unless otherwise determined by the Committee, no
distribution shall be made from the Participant's T-Bill Account until the
earlier to occur of the following events: (i) the transfer from the
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Participant's T-Bill Account to the Participant's AFR Account of an
aggregate amount at least equal to the Participant's Deferral Commitment
and (ii) the repurchase by the Participant's Employer of all or a portion
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of the Participant's Class C Profits Interest pursuant to Section 7.
6.2 No Distributions from TRV Account or AFR Account. Unless
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the Committee shall otherwise determine, no amount shall be distributed to
a Participant from the Participant's TRV Account or AFR Account; instead,
amounts shall be transferred from a Participant's TRV Account or AFR
Account, as the case may be, to the T-Bill Account as described in Section
5.1 above. If the Committee permits a distribution from a Participant's
TRV Account or AFR Account, the Committee shall determine the time or times
and the form of such distribution.
6.3 Hardship Withdrawals. Hardship withdrawals may be allowed
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at the sole discretion of the Committee with the consent of the
Participant's Employer (which consent may be withheld for any reason), but
it is intended and expected that hardship withdrawals will generally not be
permitted.
6.4 Limitation on Distributions. Notwithstanding anything in
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this Section 6 to the contrary, no distribution shall be made hereunder if
a Participant's Employer is subject to the provisions set forth in Appendix
A and the distribution cannot be made under such Appendix.
Section 7 Termination of Employment.
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7.1 Termination for Cause. If at any time a Participant's
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employment is terminated for Cause (or, if after the date of such
Participant's termination of employment, but prior to the date the
Participant's Accounts are fully distributed, the Committee determines that
the Participant has engaged in conduct which, had he remained employed,
would have permitted such employment to be terminated for Cause), the
Participant's Employer shall have the right (i) in the case of a
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Participant who has received a
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Class C Profits Interest, to purchase, and the Participant (or, in the
event of the Participant's death, the Participant's beneficiary or legal
representative) shall be obligated to sell to the Employer, the
Participant's Class C Profits Interest for one dollar ($1) and (ii) in the
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case of a Participant who has an interest in a TRV Account, either to (A)
-
transfer the balance in the Participant's TRV Account as of the date of
such termination to the Participant's T-Bill Account or (B) cancel the
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balance in the Participant's TRV Account and distribute to the Participant
all amounts deferred under the Plan pursuant to the Participant's Deferral
Election (net of any prior distributions to the Participant), plus an
amount equal to the undistributed interest and dividends on the Employer's
Class A Interest related to such Participant's deferrals actually made.
7.2 Termination Due to Death, Disability or Retirement.
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Notwithstanding anything else contained in the Plan to the contrary, in the
event that a Participant's employment terminates due to death, Disability
or Retirement, such Participant (or his or her beneficiary or legal
representative) may request in writing, not later than 90 days following
such termination, that the Participant's Employer (i) in the case of a
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Participant who has received a Class C Profits Interest, purchase the
Participant's Class C Profits Interest at its Fair Market Value as of most
recent Valuation Date prior to the Participant's termination of employment
and (ii) in the case of a Participant who has an interest in a TRV Account,
--
transfer from the Participant's TRV Account to his or her T-Bill Account an
amount equal to the Fair Market Value (as of the most recent Valuation Date
prior to the Participant's termination of employment) of the Employer's
Class A Interest in the Fund associated with the Participant's TRV Account.
An Employer shall have 60 days after receipt of a request by a Participant
(or his or her beneficiary or legal representative) pursuant to this
Section 7.2 to notify the Participant (or the Participant's beneficiary or
representative) whether it will purchase the Participant's Class C Profits
Interest or effect the transfer to the T-Bill Account, as the case may, as
contemplated in the preceding sentence. If such Employer elects to
purchase a Participant's Class C Profits Interest, it shall purchase such
interest and pay the purchase price to the seller within 30 days of so
electing. Upon the purchase by the Employer of a Participant's Class C
Profits Interest pursuant to this Section 7.2, the balance in the
Participant's AFR Account shall be transferred to the Participant's T-Bill
Account. If a Participant's Employer
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elects to effect the requested transfer to a Participant's T-Bill Account
it shall effect such transfer as soon as practicable after notifying the
Participant (or the Participant's beneficiary or representative) that it
will effect such transfer.
7.3 Termination Prior to Satisfying Deferral Commitment. (a)
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Repurchase of Class C Profits Interests. If the employment of a
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Participant who has a Class C Profits Interest is terminated for any reason
other than those specified in Sections 7.1 and 7.2 prior to satisfying his
or her Deferral Commitment, the Participant's Employer will purchase the
portion of the Eligible Employee's Class C Profits Interest attributable to
the unpaid deferral for $1. This will result in the Eligible Employee
having a Profits Interest in Fund investments within an applicable Series
that are made during the period when the Eligible Employee contributed to
the Plan, based upon the ratio of the Eligible Employee's deferred amount
attributable to a Series to total capital contributed to the Fund within
the Series during the same period.
(b) Limitation of TRV Account. In the event that the
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employment of a Participant who has a TRV Account is terminated for any
reason other than those specified in Sections 7.1 and 7.2 prior to satis-
fying his or her Deferral Commitment hereunder, the balance in the Eligible
Employee's TRV Account will be determined solely with respect to Fund
investments within an applicable Series that are made during the period
that the Eligible Employee contributed to the Plan, based upon the ratio of
the Eligible Employee's amount deferred within the Series to total capital
contributed to the Partnership within the Series during the same period.
(c) Remedy for Breach of Deferral Commitment. If at the time a
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Participant terminates his or her employment (i) the Participant has not
-
fulfilled his or her obligation to make the Deferral Commitment, and (ii)
--
the amount, if any, of the Participant's Employer's capital contributions
in respect of its Class A Interest or AFR Capital Interest exceeds the
amount of the Participant's deferrals, such Employer may, in its
discretion, put to the Participant for purchase, and the Participant shall
purchase for cash the portion of such Employer's Class A Interest or AFR
Capital Interest attributable to such excess contributions in accordance
with the procedures set forth in Sections 8.2 and 8.3.
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Section 8 Default.
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8.1 The failure to defer compensation at the time and in the
amount required by the Plan shall constitute a default and a material
breach of the Plan by the Participant (a "Default"). In the event that a
Participant who has a Class C Profits Interest commits a Default, the
Participant will only have a Profits Interest in Fund investments within an
applicable Series that are made during the period when the Eligible
Employee contributed to the Plan, based upon the ratio of the Eligible
Employee's deferred amount attributable to a Series to total capital
contributed to the Fund within the Series during the same period. This
reduction in the Participant's Profits Interest in the Fund will occur by
having the Employer purchase for $1 the rights represented by the
Participant's Class C Profits Interest attributable to the unpaid deferral.
In the event that a Participant who has a TRV Account commits a Default,
the Participant will only have an interest in Fund investments within an
applicable Series that are made during the period when the Eligible
Employee contributed to the Plan, based upon the ratio of the Eligible
Employee's deferred amount attributable to a Series to total capital
contributed to the Fund within the Series during the same period.
8.2 If at the time of Default the amount, if any, of the
Participant's Employer's capital contributions in respect of its Class A
Interest or AFR Capital Interest exceeds the amount of the Participant's
deferrals, such Employer may, in its discretion, put to the Participant for
purchase, and the Participant shall purchase for cash the portion of such
Employer's Class A Interest or AFR Capital Interest attributable to such
excess contributions.
8.3 The purchase price for such portion of the Employer's Class
A Interest or AFR Capital Interest shall equal the sum of (i) and (ii)
where:
(i) is the amount by which the Employer's capital contributions to
the Fund exceeds the aggregate amount deferred by the
Participant pursuant to his or her deferral Commitment,
(ii) is an amount equal to the sum of the products, for each calendar
during which the Employer's capital contributions at any time
exceeded the
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amount of the Participant's deferrals, of (x), (y) and (z),
where:
(x) is the AFR Rate;
(y) is the average amount, if any, by which the Employer's
capital contributions, if any, in respect of its Class A
Interest or AFR Capital Interest exceeds the amount of the
Participant's deferrals credited to his or her TRV Account
or AFR Account; and
(z) is a fraction, the numerator of which is the number of days
in such calendar year during which the amount described in
subclause (y) was greater than zero and the denominator of
which is 365.
The Employer's right to put such portion of its Class A Interest or AFR
Capital Interest to the Participant shall be exercised, if at all, by
giving written notice to the Participant of its intention to put such
Interest to the Participant for purchase as of a date not less than 10 days
after the date the Employer sends written notice of such exercise to the
Participant. If the Participant fails to purchase such Interest from the
Employer within 5 business days of the date specified in such notice, the
purchase price for such Interest will increase on a daily basis at a rate
equal to the AFR Rate, with such increase to be compounded annually on the
anniversary of the date of the original notice. Notwithstanding anything
else contained herein to the contrary, if the Participant does not purchase
the Interest within the time period stated in the put notice, the Employer
may elect at any time, upon written notice to the Participant, not to sell
the Interest to the Participant.
Section 9 Transferability.
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Neither a Participant nor such Participant's beneficiary shall
have the right or power to sell, exchange, pledge, transfer, assign or
otherwise encumber or dispose of such Participant's or beneficiary's
Accounts, other than in accordance with Section 11.3. The Participant's or
beneficiary's interest in the Participant's Accounts shall also not be
subject to seizure for the payment of any debt, judgment, alimony or
separate maintenance or be transferable by the operation of law in the
event of the Participant's or
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any beneficiary's bankruptcy or insolvency. A Participant or his
beneficiary shall be able to transfer or encumber his or her Class C
Profits Interest to the extent permitted pursuant to the Partnership
Agreement, provided that the Participant agrees to have the transferee
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acknowledge that the transfer does not in any way impair the rights of a
Participant's Employer pursuant to Section 7.
Section 10 Administration.
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10.1 Administration. The administrator of the Plan shall be
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the Committee. The Committee shall have the authority, subject to the
terms of the Plan, to interpret the Plan; to determine the amount of
benefits payable to each Participant under the Plan; to adopt, amend and
rescind rules and regulations for the administration of the Plan; and to
make all determinations necessary or advisable for the administration of
the Plan. In the exercise of its discretion hereunder, the Committee may
treat different Participants, including similarly situated Participants,
differently, and may treat the same Participant differently at different
times. Any action taken or decision made by the Committee in connection
with the Plan, including, without limitation, the interpretation by the
Committee of any provision of the Plan, shall be final and binding on each
affected Employee and any Participant and any persons claiming thereunder.
10.2 Actions by the Corporation or an Employer. The
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Corporation shall be the sponsor of the Plan, and any action taken by the
Corporation (or any of its officers, directors or agents, including the
members of the Board, but excluding the members of the Committee solely
when acting for the Committee) shall be taken solely in such capacity. Any
action required or permitted to be taken by the Corporation pursuant to the
Plan may be taken by any authorized officer without further action of the
Board or the board of directors of any such Employer (or any committee
thereof). In no event shall the consent of any other Employer be required
with respect to any action (including any discretionary action) taken by
the Corporation or any of its officers, directors or agents, including the
members of the Board, pursuant to or in accordance with the terms of the
Plan.
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Section 11 Amendment and Termination.
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The Board or the Senior Vice President of Human Resources of the
Corporation may from time to time and at any time alter, amend, suspend,
discontinue, or terminate this Plan. Each Employer may at any time elect
to suspend, discontinue or terminate its participation in the Plan as to
its own Eligible Employees. Notwithstanding the two immediately preceding
sentences, no action with respect to the amendment or termination of the
Plan (or of any Employer as to its participation in the Plan) shall reduce
any Participant's accrued rights under the Plan without his or her consent,
except as may otherwise be required by law.
Section 12 Miscellaneous.
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12.1 Withholding. Any payment made or other compensation
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provided under the Plan shall be reduced by any amounts required to be
withheld or paid with respect to such payment or compensation under all
applicable federal, state and local tax and other laws and regulations
which may be in effect as of the date of such payment.
12.2 No Right to Continued Employment. Nothing in the Plan or
--------------------------------
any agreement entered into under the Plan shall be construed as providing
any Participant or other employee with the right to continue in the employ
of any Employer.
12.3 Beneficiary Designation. A Participant may appoint a
-----------------------
beneficiary, on a form supplied by the Committee, to receive payments with
respect to his or her account in the event of such Participant's death
prior to the payment of all amounts the Participant is entitled to receive
hereunder and may change such beneficiary designation by written notice the
Committee received prior to the Participant's death. If no such
beneficiary designation is in effect at the date of the Participant's
death, the Participant's beneficiary shall be the legal representative of
his or her estate.
12.4 No Rights to Corporate Assets. The Plan is an unfunded
-----------------------------
plan of deferred compensation and nothing in the Plan shall give a Partici-
pant, the Participant's beneficiaries or any other person any interest of
any kind in the assets of any Employer or its affiliates (including,
without limitation, any AFR Capital Interest or Class A Interest) or create
a trust or fiduciary relationship of any kind between
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any Employer and any such person. Notwithstanding anything in the Plan to
the contrary, nothing in this Plan shall be construed to limit the right of
such Employer to transfer or encumber any AFR Capital Interest or Class A
Interest it shall hold from time to time to the extent permitted under the
terms of the Partnership Agreement. The obligations hereunder to any
Participant shall be the sole responsibility of the Participant's Employer
and no other Employer shall be deemed by reason of becoming a sponsor of
this Plan to have assumed any liability or responsibility therefor, or to
guarantee the payment or performance by any such other Employer.
12.5 Limited Recourse. Notwithstanding any provisions of
----------------
section 11.4 to the contrary, if an Employer as to which Appendix A is
applicable acquires a Class A Interest, a Participant's claim with respect
to his TRV Account shall be enforceable solely against such Class A
Interest (and any proceeds therefrom) and not as against any other asset of
such Employer. Without limiting the generality of the preceding sentence,
if an Employer establishes a grantor trust subject to the claims of its
creditors and transfers a Class A Interest to that trust or has the trust
acquire such a Class A Interest, a Participant shall look solely to the
assets of such trust to enforce his or her claims with respect to his or
her TRV Account. Nothing in this Section 11.5 should be construed to
provide any Participant any security or other preferred interest in any
Class A Interest, or to limit in any way the ability of any other creditor
of an Employer to claim against such Class A Interest or any trust
established to hold any Employer's Class A Interest or AFR Capital
Interest.
12.6 No Limit on Corporate Actions. Except as otherwise
-----------------------------
provided in Section 11 or Appendix A, nothing contained in the Plan shall
prevent any Employer from taking any action which is deemed by such
Employer to be appropriate or in its best interest, whether or not such
action would have any adverse effect on the Plan or any Participant's
interests under the Plan. No Participant, beneficiary or other person
shall have any claim against any Employer as a result of any such action.
12.7 No Obligation to Acquire Class A Interest.
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Notwithstanding anything else contained in this Plan to the contrary, no
Employer shall be obligated to acquire any Class A Interest. For purposes
of the Plan, the rights of each Participant who has a TRV Account shall be
determined
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as though such Class A Interest had been acquired by the Employer.
12.8 Compliance With Applicable Laws. No Employer shall be
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required to take any action, including the making of any payment under the
Plan, if such action would violate any applicable federal or state law.
Each Employer shall use its best efforts to effect compliance with such
laws, including taking all reasonable actions necessary to obtain any
required consents.
12.9 Right of Offset. Notwithstanding anything else contained
---------------
in this Plan to the contrary, as a condition of participation in the Plan
and of receipt by a Participant of a Class C Profits Interest hereunder,
each Participant agrees and acknowledges that any amount due from his
Employer may, at the discretion of the Employer, be reduced to the maximum
extent permitted by applicable law by any and all amounts due and owing
from the Participant to the Employer.
12.10 Governing Law. All rights and obligations under the Plan
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shall be governed by, and the Plan shall be construed in accordance with,
the laws of the State of New York. Titles and headings to sections are for
the purpose of reference only, and in no way limit or otherwise affect the
meaning or interpretation of any provision of the Plan.
The Travelers Inc.
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