Travelers 2014 Annual Report Download - page 316

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 Award, 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 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 Award Rules set forth in Exhibits A and B
( “Award Rules” ).
7.
Acceptance of and Agreement to Non - Solicitation and Confidentiality Conditions. In consideration for the award of Restricted Stock
Units under this Award Agreement, the Participant agrees that the Award 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 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
2
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
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.
(d) Subject to the non - competition obligations in the Award 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