Travelers 2014 Annual Report Download - page 317

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,
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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
enforceable as so modified after the expiration of the time within which the judgment or decision may be appealed.
(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:
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Email:
4 - [email protected]
Fax:
1.866.871.4378 (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