EXHIBIT 10.08.2
AMENDMENT NO. 9 to the
TRAVELERS GROUP CAPITAL ACCUMULATION PLAN
(effective as of April 24, 1996)
The Travelers Group Capital Accumulation Plan is hereby amended in the following
respects:
1. The definition of "Cause" which appears in Section 2(b) is hereby deleted
in its entirety and replaced with the following:
"(b) "Cause" shall mean (1) failure by a Participant to perform
substantially his or her duties with the Company or a Subsidiary, after
reasonable notice to the Participant of such failure; (2) conduct by a
Participant that is in material competition with the Company or a
Subsidiary or (3) conduct by a Participant that breaches his or her duty of
loyalty to the Company or a Subsidiary, or that is materially injurious to
the Company or a Subsidiary, monetarily or otherwise, which conduct shall
include, but not be limited to (i) disclosing or misusing any confidential
information pertaining to the Company or a Subsidiary; (ii) any attempt,
directly or indirectly to induce any employee, agent, insurance agent,
insurance broker or broker-dealer of the Company or any Subsidiary to be
employed or perform services elsewhere or (iii) any attempt by a
Participant directly or indirectly to solicit the trade of any customer or
supplier or prospective customer or supplier of the Company or any
Subsidiary or (iv) disparaging the Company, any Subsidiary or any of their
respective officers or directors. The determination of whether any conduct,
action or failure to act constitutes "Cause" shall be made by the
Committee."
2. The definition of "Disability" which appears in Section 2(e) is hereby
deleted in its entirety and replaced with the following:
"(e) "Disability" shall mean a disability that renders an individual unable
to be occupied within his or her business or profession for a specified
period of time, as determined by the Committee, or its designee."
3. The following new definition is hereby inserted and the subsequent
definition sections shall be renumbered accordingly:
(g) "Incremental Shares" shall have the meaning set forth in Section
6(i).
4. The definition of "Subsidiary" which appears in Section 2(o) is hereby
deleted in its entirety and replaced with the following:
"(o) "Subsidiary" means any entity at least one-half of whose outstanding
voting stock, or beneficial ownership for entities other than corporations, is
owned, directly or
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indirectly, by the Company, or which is otherwise controlled directly or
indirectly by the Company."
5. Section 5(b) is hereby amended to delete the word "Participant" from the
beginning of the first sentence thereof, and by substituting in its place the
words "Section 16(a) Person". Section 5(b) is further amended by adding the
following new sentence after the first sentence of such Section: "Unless the
Committee determines otherwise, a Participant who is not a Section 16(a) Person
shall not have any rights with respect to an award, unless or until such
Participant has executed a Restricted Stock Award Agreement and has delivered a
fully executed copy thereof to the Company."
6. Section 5(c)(ii) is hereby amended to add the words "or distributions"
after the word dividends in the last sentence of such Section.
7. Section 5(d)(i) is hereby amended to delete the words "or Disability" from
such Section and to add the following sentence at the end of such Section:
"In the event of a Participant's Disability prior to the termination of
employment, awards of Restricted Stock shall continue to vest as
originally scheduled, provided (a) the Participant continues to meet
the conditions prescribed by the Committee for determination of Disability
and has not otherwise terminated his or her employment or (b) the
Disability is discontinued and the Participant resumes employment upon
the discontinuance of the Disability or, if applicable, the completion
of any related leave of absence as permitted under the Company's policies
governing family and medical leave."
8. Section 5(d)(ii) is hereby amended by adding the following words to the
end of such Section:
"as well as that portion of his or her annual compensation that had been
paid in the form of Restricted Stock."
9. Section 5(d)(iv) is hereby deleted in its entirety and replaced with
the following:
"(iv) Upon Retirement, a Participant shall receive his or her Restricted
Stock upon completion of the Restricted Period, unless the Committee
determines that such Participant shall receive instead, a cash payment
equal to the portion of his or her annual compensation that had been paid
in Restricted Stock, without interest."
10. Section 5 is hereby amended by adding the following new Subsection 5(f):
"(f) In any instance where the vesting of an award of Restricted Stock or
the vesting and/or exercisability of an Option or reload option extends
past the date of termination of a Participant's employment, either pursuant
to the terms of the Plan or by action of
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the Committee, the Restricted Stock as well as any rights of continued
vesting and exercisability with respect to Options and reload options shall
be forfeited, if, in the determination of the Committee, the Participant,
at any time within any such remaining period of continued vesting or
exercisability engages in any of the conduct described in subparagraphs (2)
or (3) of the definition of "Cause" under this Plan. In addition, if, in
the determination of the Committee, the Participant engages in any of the
conduct described in subparagraph (3) of the definition of "Cause" under
this Plan, while holding any Incremental Shares which remain subject to
restrictions on transferability, at the option of the Committee, the
Participant shall forfeit such Incremental Shares and receive instead a
cash payment, without interest, equal to the original exercise price for
the Option or reload option under which the Incremental Shares were issued,
multiplied by the number of Incremental Shares forfeited.
11. Section 6(c) is hereby amended by deleting the words "Recipients of Options
shall" at the beginning of the first sentence thereof and adding the following
in replacement thereof:
"In order to evidence the acceptance of an Option, the Committee may
require, Recipients of Options to"
12. Section 6(f)(ii) is hereby deleted in its entirety and replaced with
the following:
"(ii) if such person shall cease to be such an officer or employee on
account of an involuntary termination of employment for Cause, or on
account of a voluntary termination of employment (which voluntary
termination of employment is not considered to be "retirement" as provided
in subsection (v) below or "Retirement" as defined above), all unvested and
unexercised Options shall be forfeited on the last day of employment. If
such person shall cease to be such an officer or employee on account of an
involuntary termination (other than for Cause, and which is not considered
to be "retirement" or "Retirement"), while holding a vested Option which
has not expired and has not been exercised, such person may, for a period
of thirty (30) days following termination of employment, but in no event
after the Option has expired under the provisions of 6(b) hereof) exercise
such Option with respect to any shares as to which he or she could have
exercised the Option on the date he or she terminated
employment;"
13. Section 6(f)(v) is hereby amended to add the following words after the
words "with the Company or a Subsidiary" inside the first parenthetical of such
Section:
", or, with respect to persons who are not Section 16(a) Persons, after
reaching a certain age and completing a certain number of years of service,
as determined by the Committee."
14. Section 6(f)(vi) is hereby deleted in its entirety and replaced with
the following:
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"(vi) If a Participant shall die or become Disabled within thirty (30) days
of his or her involuntary termination of employment other than for Cause,
vested Options (or vested portions thereof) which have not been exercised
and have not expired or been forfeited may be exercised by the Participant
or his or her executors, administrators, heirs or distributees, as the case
may be, at any time within one (1) year after the date of such event, but
in no event after the Option has expired;"
15. Section 6(h) is hereby amended by deleting the words "remaining shares"
from the first sentence thereof and replacing them with the words "Incremental
Shares", and by deleting the words "and shall otherwise be unrestricted" and
replacing them with the words "and/or in the Plan".
16. The following new Section 6(i) is hereby added:
"The Incremental Shares issued as a result of the exercise of an Option
may not be sold, assigned, pledged, hypothecated or otherwise transferred
by the Participant, except as specifically permitted pursuant to
Section 6(d) above, for a period of one (1) year following the date of
exercise if no reload option is granted in connection with such exercise,
or for a period of two (2) years if a reload option is granted in
connection with such exercise, or such other shorter or longer periods of
restriction on transferability as may be determined by the Committee. For
purposes of the Plan, the term "Incremental Shares" shall mean those shares
of Stock actually issued to a Participant upon the exercise of an Option.
The number of Incremental Shares will equal the number of Option shares
exercised minus the sum of (a) the number of shares of Stock surrendered by
the Participant or sold by the Company on behalf of the Participant to pay
the exercise price and (b) the number of shares of Stock withheld by the
Company, at the Participant's election to pay the applicable withholding
taxes arising as a result of the Option exercise."
17. The following sentence is hereby added to the end of Section 7:
"The Committee may delegate some or all of its authority over the
administration of the Plan to any other committee, with approval by the
Board, but only with respect to persons who are not Section 16(a) Persons."
18. Section 8 is hereby amended to insert the word "distribution" after the
word "dividend" in the first sentence thereof.
19. The following sentence is hereby added to the end of Section 9:
"Subject to the foregoing limitations, the Committee shall have the
authority to amend certain Plan provisions to the extent necessary to
permit participation in the Plan by employees who are employed outside of
the United States on terms and conditions which are comparable to those
afforded to employees located within the United States."
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20. Section 10(d) is hereby amended to insert the words "or as provided in
Section 6(d) above" within the parenthetical, after the words "except in the
event of a Participant's death".
21. Section 10(e) is hereby amended to add the words "the Participant or"
immediately before the words "the person exercising the Option" in clause (B) of
the fourth sentence thereof.
22. The following new Sections 10(g), 10(h), 10(i), 10(j) and 10(k) are
hereby added:
"(g) Notwithstanding anything to the contrary contained herein, upon a
"Change of Control" (defined below), the restrictions on each award of
Restricted Stock shall immediately lapse, and all outstanding Options and
reload options shall become immediately exercisable with respect to one
hundred percent (100%) of the Stock subject thereto. "Change of Control"
shall mean the occurrence of any of the following, unless such occurrence
shall have been approved or ratified by at least a two-thirds (2/3) vote of
the Continuing Directors (defined below): (A) any person within the meaning
of Sections 13(d) and 14(d) of the 1934 Act, shall have become the
beneficial owner, within the meaning of Rule 13d-3 under the 1934 Act, of
shares of stock of the Company having twenty five percent (25%) or more of
the total number of votes that may be cast for election of the directors of
the Company, or (B) there shall have been a change in the composition of
the Board such that at any time a majority of the Board shall have been
members of the Board for less than twenty-four (24) months, unless the
election of each new director who was not a director at the beginning of
the period was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who were directors at the beginning of such
period, or who were approved as directors pursuant to the provisions of
this paragraph (the "Continuing Directors")."
"(h) All claims and disputes between a Participant and the Company or any
Subsidiary arising out of the Plan or any award granted hereunder shall be
submitted to arbitration in accordance with the then current arbitration
policy of the Company or the Subsidiary with whom the Participant is
employed. Notice of demand for arbitration shall be given in writing to the
other party and shall be made within a reasonable time after the claim or
dispute has arisen. The award rendered by the arbitrator shall be made in
accordance with the provisions of the Plan, shall be final, and judgment
may be entered upon it in accordance with applicable law in any court
having jurisdiction thereof. The provisions of this Section 10(h) shall be
specifically enforceable under applicable law in any court having
jurisdiction thereof."
"(i) The validity, construction, interpretation, administration and effect
of the Plan and of its rules and regulations, and rights relating to the
Plan, shall be determined solely in accordance with the laws of the State
of Delaware."
"(j) No Stock or other securities shall be issued hereunder unless counsel
for the Company shall be satisfied that such issuance will be in compliance
with all applicable
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Federal, state and international securities statutes, rules and
regulations. The appropriate officers of the Company or its Subsidiaries
shall cause to be filed any reports, returns or other information regarding
awards or Stock issued under the Plan as may be required by Section 13 or
15(d) of the 1934 Act or any other applicable statute, rule or regulation."
"(k) If any term or provision of this Plan or the application thereof to
any person or circumstances shall, to any extent, be invalid or
unenforceable, then the remainder of the Plan, or the application of such
term or provision to persons or circumstances other than those as to which
it is held invalid or unenforceable, shall not be affected thereby, and
each term and provision hereof shall be valid and be enforced to the
fullest extent permitted by applicable law."
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