Travelers 2014 Annual Report Download - page 307

(h) During the Restricted Period or any extension thereof, the Participant shall notify any subsequent employer of his or her obligations under
this Award Agreement prior to commencing employment. During the Restricted Period or any extension thereof, the Participant will
provide the Company and his or her prior manager at the Travelers Group fourteen (14) days
’ advance written notice prior to becoming
associated with and/or employed by any person or entity or engaging in any business of any type or form, with such notice including the
identity of the prospective employer or business, the specific division (if applicable) for which the Participant will be performing services
and the title or position to be assumed by the Participant. The Participant must provide a copy of such notice to the Company
’ s Employee
Services Unit by email, facsimile or regular mail as follows:
Email: 4 - [email protected]
Fax: [phone] (U.S. and Canada)
001.866.871.4378 (Europe)
Mail: The Travelers Companies, Inc.
Employee Services Unit
385 Washington Street
Mail Code: 9275 - SB02L
St. Paul, MN USA 55102
(i) As consideration for and by accepting the Option, the Participant agrees that the Non - Solicitation Conditions and Confidentiality
Conditions of this Section 7 shall supersede any non
- solicitation and confidentiality covenants contained or incorporated in any prior
equity award made by the Company to the Participant under the Plan, The Travelers Companies, Inc. Amended and Restated 2004 Stock
Incentive Plan, the Travelers Property Casualty Corp. 2002 Stock Incentive Plan, or The St. Paul Companies, Inc. Amended and Restated
1994 Stock Incentive Plan (“Prior Equity Awards”); accordingly, such Prior Equity Awards shall become subject to the terms and
conditions of the Non - Solicitation Conditions and Confidentiality Conditions of this Section 7. However, these Non - Solicitation
Conditions and Confidentiality Conditions shall be in addition to, and shall not supersede, any non
- solicitation, non - competition,
confidentiality, intellectual property or other restrictive covenants contained or incorporated in (i) any Non
- Competition Agreement
between any member(s) of the Travelers Group and the Participant arising out of the Participant
’ s service as a Management Committee
member or otherwise, (ii) any employment agreement or other agreement between any member(s) of the Travelers Group and the
Participant (other than such Prior Equity Awards), or (iii) any other Travelers Group plan or policy that covers the Participant (other than
such Prior Equity Awards).
8.
Forfeiture of Option Awards.
(a) Participant ’ s Agreement. The Participant expressly acknowledges that the terms of Section 7 and this Section 8 are material to this
Agreement and reasonable and necessary to protect the legitimate interests of the Travelers Group, including without limitation, the
Travelers Group
’ s Confidential Information, trade secrets, customer and supplier relationships, goodwill and loyalty, and that any
violation of these Non
- Solicitation Conditions or Confidentiality Conditions by the Participant would cause substantial and irreparable
harm to the Travelers Group and other Participants in the Plan. The Participant further acknowledges and agrees that:
(i) The receipt of the Option constitutes good, valuable and independent consideration for the Participant ’ s acceptance of and
compliance with the provisions of the Award Agreement, including the forfeiture and repayment provision of subsection 8
(b) below and the Non
- Solicitation Conditions and Confidentiality Conditions of Section 7 above, and the amendment of Prior
Equity Award provisions of subsection 7(i), 8(f) and Section 18, below.
5
(ii) The Participant ’ s rights with respect to the Option are conditioned on his or her compliance with the POE Agreement at all times
after acceptance of the POE Agreement in accordance with Sections 5 and 16 hereunder.
(iii) The scope, duration and activity restrictions and limitations described in this Agreement are reasonable and necessary to protect
the legitimate business interests of the Travelers Group. The Participant acknowledges that all restrictions and limitations relating
to the Restricted Period will apply regardless of the reason the Participant
’ s employment ends. The Participant further agrees that
any alleged claims the Participant may have against the Travelers Group do not excuse the Participant
’ s obligations under this
Award Agreement.
(b) Forfeiture and Repayment Provisions. The Participant agrees that, prior to the Termination Date and during the Restricted Period (or the
Enhanced Restricted Period, as applicable), if the Participant breaches the Non
- Solicitation Conditions, the Confidentiality Conditions
and/or the POE Agreement, in addition to all rights and remedies available to the Travelers Group at law and in equity (including without
limitation those set forth in the Option Rules for involuntary termination), the Participant will immediately forfeit any portion of the Option
under this Award Agreement that has not otherwise been previously forfeited under the Award Rules in Exhibit A and that has not yet
been paid, exercised, settled or vested. The Company may also require repayment from the Participant of any and all compensatory value
that the Participant received for the last twelve (12) months of his or her employment and through the end of the Restricted Period (or the
Enhanced Restricted Period, as applicable) from this Option or any Prior Equity Awards (including without limitation the gross amount of
any Common Stock distribution or cash payment made to the Participant upon the vesting, distribution, exercise, or settlement of any such
awards and/or any consideration in excess of such gross amounts received by the Participant upon the sale or transfer of the Common
Stock acquired through vesting, distribution, exercise, or settlement of any such awards). The Participant will promptly pay the full amount
due upon demand by the Company, in the form of cash or shares of Common Stock at current Fair Market Value.