Travelers 2014 Annual Report Download - page 328

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 9 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
4
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:
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 Award, the Participant agrees that the Non - Solicitation Conditions and Confidentiality
Conditions of this Section 9 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 9. 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).
10.
Forfeiture of Performance Shares Award.
(a) Participant ’ s Agreement. The Participant expressly acknowledges that the terms of Section 9 and this Section 10 are material to this
Agreement and reasonable and necessary to protect the legitimate interests of the Travelers Group, including without limitation, the
Traveler 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 10
(b) below and the Non
- Solicitation Conditions and Confidentiality Conditions of Section 9 above, and the amendment of Prior
Equity Award provisions of subsection 9(i), 10(f) and Section 20, below.