Travelers 2014 Annual Report Download - page 306

Travelers Group ends. If, after the Termination Date, the Participant accepts a position as an employee, consultant or contractor with a
“Competitor”
( as defined below), then, during the Restricted Period, the Participant will not, directly or indirectly, solicit, interfere with or
attempt to influence any Customer of the Travelers Group to discontinue business with the Travelers Group and/or move existing or future
business of the Travelers Group elsewhere. This restriction applies with respect to any business of any current or prospective client,
customer or policyholder of the Travelers Group (i) on which the Participant, or anyone reporting directly to him or her, worked or was
actively engaged in soliciting or servicing or (ii) about which the Participant gained access to Confidential Information (as defined below)
during the Participant
’ s employment with the Travelers Group. In addition to the foregoing restriction, the Participant agrees not to be
personally involved in the negotiation, competition for, solicitation or execution of any individual book roll over(s) or other book of
business transfer arrangements involving the transfer of business away from the Travelers Group, at any time during the twenty
- four
month period following the Termination Date (the “Enhanced Restricted Period”
). The Participant may, at any time after the Termination
Date, broadly direct a third party (including but not limited to employees of his/her subsequent employer) to negotiate, compete for, solicit
and execute such book roll over(s) or other book of business transfer arrangements, provided that (i) the Participant is not personally
involved in such activities and (ii) the Participant does not direct such third party specifically to target business of the Travelers Group.
As used herein, “Competitor” shall include any business enterprise or organization, including, without limitation, agents, brokers and
producers, that engages in, owns or controls a significant interest in any entity that engages in the sale of products and/or performance of
services of the type sold or performed by the Travelers Group and/or provides advice relating to such products and services.
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(d) Subject to the non
- competition obligations in the Option Rules that apply to Participants meeting the “Retirement Rule,” at any time after
the Termination Date, the Participant may otherwise compete with the Travelers Group, including but not limited to competing on an
account by account or deal by deal basis, to the extent that he or she does not violate the provisions of subsection (c) above or any other
contractual, statutory or common law obligations to the Travelers Group.
(e) Notwithstanding anything herein to the contrary, if the Participant breaches any of the Non - Solicitation Conditions of this Section 7, then
the Restricted Period (or the Enhanced Restricted Period, if applicable) will be extended until the date that is 12 months (or 24 months, in
the case of a breach under Section 7(c) with respect to the restrictions applicable during the Enhanced Restricted Period) after the date of
the Participant
’ s last breach of such Non - Solicitation Conditions.
(f) The Participant agrees not to, either during or after his or her employment, use, publish, make available, or otherwise disclose, except for
benefit of the Travelers Group in the course of such employment, any technical or confidential information (“Confidential Information”
)
developed by, for, or at the expense of the Travelers Group, or assigned or entrusted to the Travelers Group, unless such information is
generally known outside of the Travelers Group. Confidential information includes, but is not limited to, non
- public information such as
social security numbers or social insurance numbers; medical information; internal information about the Travelers Group
’ s business,
such as non
- public financial, sales, marketing, claim, technical and business information, including profit and loss statements,
business/marketing strategy and “Trade Secrets”
( as defined below); employee, client, customer, policyholder, vendor, consultant and
agent information; legal advice obtained; product and system information; and any compilation of this information or employee
information obtained solely through the course of employment with any member(s) of the Travelers Group. Nothing in this definition
should be construed as prohibiting non
- managerial employees (and in Minnesota, all employees) from sharing information concerning
their own wages or other terms and conditions of employment, or for purposes of otherwise pursuing their legal rights. As used herein,
“Trade Secrets” shall include information relating to the Travelers Group and its affiliates that is protectable as a trade secret under
applicable law, including, without limitation, and without regard to form: technical or non
- technical data, a formula, a pattern, a
compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, business and strategic plans,
product plans, source code, software, unpublished patent applications, customer proposals or pricing information or a list of actual or
potential customers or suppliers which is not commonly known by or available to the public and which information derives economic
value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who
can obtain economic value from its disclosure or use. In addition, the Participant will keep at all times subject to the Travelers Group
’ s
control and will deliver to or leave with the Travelers Group all written and other materials in any form or medium (including, but not limited
to, print, tape, digital, computerized and electronic data, parts, tools, or equipment) containing such technical or Confidential Information
upon termination of the Participant
’ s employment. The Participant also agrees to cooperate to remedy any unauthorized use of such
information and not to violate any Travelers Group policy regarding same. The Participant agrees that all records, reports, notes,
compilations, or other recorded matter, and copies or reproductions thereof, relating to the Travelers Group
’ s operations, activities,
Confidential Information, or business, made or received by the Participant during the Participant
’ s employment with any member(s) of the
Travelers Group are, and shall be, the property of the Travelers Group exclusively, and the Participant will keep the same at all times
subject to the Travelers Group
’ s control and will deliver or leave with the Travelers Group the same at the termination of the Participant ’ s
employment.
(g) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 7 is invalid or unenforceable,
the parties agree that (i) the court making the determination of invalidity or unenforceability shall have the power to reduce the scope,
duration, or geographic area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term
or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or
unenforceable term or provision, (ii) the parties shall request that the court exercise that power, and (iii) this Award Agreement shall be
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enforceable as so modified after the expiration of the time within which the judgment or decision may be appealed.