Travelers 2014 Annual Report Download - page 305

exercised. The Participant acknowledges that the laws of the country in which the Participant is working at the time of grant or exercise of the
Option (including any rules or regulations governing securities, foreign exchange, tax, or labor matters) or Company accounting or other policies
dictated by such country
’ s political or regulatory climate, may restrict or prohibit any one or more of the stock option exercise methods described in
the Prospectus, that such restrictions may apply differently if the Participant is a resident or expatriate employee, and that such restrictions are
subject to change at any time. The Committee may suspend the right to exercise the Option during any period for which (a) there is no registration
statement under the Securities Act of 1933, as amended, in effect with respect to the shares of Common Stock issuable upon exercise of the Option,
or (b) the Committee determines, in its sole discretion, that such suspension would be necessary or advisable in order to comply with the
requirements of (i) any applicable federal securities law or rule or regulation thereunder; (ii) any rule of the New York Stock Exchange or other self
-
regulatory organization; or (iii) any other federal or state law or regulation (an “Option Exercise Suspension” ). To the extent the vested and
exercisable portion of the Option remains unexercised as of the close of business on the date the Option expires (the Expiration Date or such earlier
date that is the last date on which the Option may be exercised under the Option Rules of Exhibit A if the Participant
’ s employment with the
Travelers Group has ended), that portion of the Option will be exercised without any action by the Participant in accordance with Section 7.5 of the
Plan if the Fair Market Value of a share of Common Stock on that date is at least $0.01 greater than the Grant Price, the exercise will result in
Participant receiving at least one incremental share, and no Option Exercise Suspension is then in effect.
5.
Grant Conditioned on Principles of Employment Agreement.
By entering into this Award Agreement, the Participant shall be deemed to have confirmed his or her agreement to be bound by the Company
’ s
Principles of Employment Agreement in effect on the date immediately preceding the Grant Date (the “POE Agreement”
), as published on the
Company
’ s intranet site or previously distributed in hard copy to the Participant. Furthermore, by accepting the Option, the Participant agrees that
the POE Agreement shall supersede and replace the form of Principles of Employment Agreement contained or referenced in any Prior Equity
Award (as defined below) made by the Company to the Participant, and, accordingly, such Prior Equity Award shall become subject to the terms
and conditions of the POE Agreement.
6.
Acceptance of Exhibits A and B. The Participant agrees to be bound by the terms of the Option Rules set forth in Exhibits A and B
( “Option Rules” ).
7.
Acceptance of and Agreement to Non - Solicitation and Confidentiality Conditions. In consideration for the award of Options under this
Award Agreement, the Participant agrees that the Option is conditioned upon Participant
’ s compliance with the following non - solicitation and
confidentiality conditions (the “Non
- Solicitation Conditions” and the “Confidentiality Conditions,” respectively):
(a) The Company and the Participant understand, intend and agree that the Non - Solicitation Conditions of this Section 7 are intended to
protect the Travelers Group and other participants in the Plan against the Participant soliciting its employees and/or its business during
the twelve (12) month period (the “Restricted Period”
) following the date of the Participant ’ s termination of employment with the Travelers
Group (whether voluntary or involuntary) as reflected on the Travelers Group
’ s books and records (the “Termination Date” ), while
recognizing that after the Termination Date the Participant is still permitted to compete with the Travelers Group subject to the restrictions
set forth below. Nothing in this Section 7 is intended to limit any of the Travelers Group
’ s rights or claims as to any future employer of the
Participant.
(b) Non
- Solicitation of Employees. The Participant acknowledges that the Travelers Group sustains its operations and the goodwill of its
clients, customers, policyholders, producers, agents and brokers (its “Customers”
) through its employees. The Travelers Group has made
significant investment in its employees and their ability to establish and maintain relationships with each
2
other and with the Travelers Group
’ s Customers in order to further its operations and cultivate goodwill. The Participant acknowledges
that the loss of the Travelers Group
’ s employees could adversely affect its operations and jeopardize the goodwill that has been
established through these employees, and that the Travelers Group therefore has a legitimate interest in preventing the solicitation of its
employees. During the Restricted Period, the Participant will not, directly or indirectly, seek to recruit or solicit, attempt to influence or
assist, participate in, or promote the solicitation of, or otherwise attempt to adversely affect the employment of any person who was or is
employed by the Travelers Group at any time during the last three months of the Participant
’ s employment or during the Restricted Period.
Without limiting the foregoing restriction, the Participant shall not, on behalf of himself or herself or any other person, hire, employ or
engage any such person and shall not engage in the aforesaid conduct through a third party for the purpose of colluding to avoid the
restrictions in this Section 7. Without limiting the generality of the restrictions under this Section, by way of example, the restrictions
under this Section shall prohibit the Participant from (i) interviewing a Travelers Group employee, (ii) communicating in any manner with a
Travelers Group employee in connection with a current or future employment opportunity outside of the Travelers Group, (iii) identifying
Travelers Group employees to potentially be solicited or hired, (iv) providing information or feedback regarding Travelers Group
employees seeking employment with the Participant
’ s subsequent employer and/or (v) otherwise assisting or participating in the
solicitation or hiring of a Travelers Group employee. However, the Non
- Solicitation Conditions do not preclude the Participant from
directing a third party (including but not limited to employees of his/her subsequent employer or a search firm) to broadly solicit, recruit,
and hire individuals, some of whom may be employees of the Travelers Group, provided that the Participant does not direct such third
party specifically to target employees of the Travelers Group generally or specific individual employees of the Travelers Group.
(c) Non - Solicitation of Business. The Participant acknowledges that by virtue of his or her employment with the Travelers Group, he or she
may have developed relationships with and/or had access to Confidential Information (as defined below) about the Travelers Group ’ s
Customers and is, therefore, capable of significantly and adversely impacting existing relationships that the Travelers Group has with
them. The Participant further acknowledges that the Travelers Group has invested in its and the Participant
’ s relationship with its
Customers and the goodwill that has been developed with them and therefore has a legitimate interest in protecting these relationships
against solicitation and/or interference by the Participant for a reasonable period of time after the Participant
’ s employment with the