Travelers 2014 Annual Report Download - page 318

(i) As consideration for and by accepting the Award, 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 Restricted Stock Unit Award.
(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 Award 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.
(ii) The Participant ’ s rights with respect to the Award 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
5
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 Award Rules for
involuntary termination), the Participant will immediately forfeit any portion of the Award made 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, 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
Award 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, 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, 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.
(c) No Limitation on the Travelers Group ’ s Rights or Remedies. The Participant acknowledges and agrees that the forfeiture and repayment
remedies under subsection 8(b) are non
- exclusive remedies and shall not limit or modify the Travelers Group ’ s other rights and remedies to
obtain other monetary, equitable or injunctive relief as a result of breach of, or in order to enforce, the terms and conditions of this
Agreement or with respect to any other covenants or agreements between the Travelers Group and the Participant or the Participant
’ s
obligations under applicable law.
(d) Award Rules. The Award Rules provide a right to payment, subject to certain conditions, following the Participant
’ s Termination Date if
the Participant meets the Retirement Rule which, among other conditions, may require that the Participant not engage in any activities that
compete with the business operations of the Travelers Group through the Vesting Date (such non
- compete condition may extend beyond
the Restricted Period). The remedies for a violation of such non
- compete conditions are specified in the Award Rules and are in addition
to any remedies of the Travelers Group under this Section 8.
(e) Severability. If any court determines that any of the terms and conditions of Section 7 or this Section 8 are invalid or unenforceable, the
remainder of the terms and conditions shall not thereby be affected and shall be given full effect, without regard to the invalid portions. If
any court determines that any of the terms and conditions are unenforceable because of the duration of such terms and conditions or the
area covered thereby, such court shall have the power to reduce the duration or area of such terms and conditions and, in their reduced