Travelers 2014 Annual Report Download - page 327

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 9. 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 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.
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(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
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 9, 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 9(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