Travelers 2014 Annual Report Download - page 335

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. Accordingly,
the Participant hereby agrees that 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 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. The Participant
shall not engage in the aforesaid conduct through a third party for the purpose of colluding to avoid the restrictions in this Section 9(b).
Without limiting the generality of the restrictions under this Section 9(b), by way of example, the restrictions under this Section shall
prohibit the Participant from (i) initiating communications with a Travelers Group employee in connection with a current or future
employment opportunity outside of the Travelers Group, (ii) identifying Travelers Group employees to potentially be solicited, and/or
(iii) otherwise assisting or participating in the solicitation of a Travelers Group employee.
Notwithstanding the foregoing, 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 solicit employees
of the Travelers Group generally or specific individual employees of the Travelers Group.
9(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 had access to Trade Secrets and/or Confidential Information (as defined in Section 9(f)) 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 Participant
’ s use of Trade Secrets and/or Confidential Information to solicit Customers and/or otherwise interfere with these
customer relationships. If, after the Termination Date, the Participant accepts a position as an employee, consultant or contractor with a
“Competitor”
( as defined below), then the Participant will not utilize Trade Secrets and/or Confidential Information to 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 on which the Participant gained access to Trade Secrets and/or
Confidential Information during the Participant ’ s employment with the Travelers Group. In addition to the foregoing restriction, the
Participant agrees not to utilize Trade Secrets and/or Confidential Information 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. 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.
17
Canada
· References in the Award Agreement and Exhibit A thereto to the POE Agreement (and related obligations thereunder) will not apply to the
Participant.
· Section 14 of the Award Agreement shall be revised to read as follows:
14. No Right to Employment. The Participant agrees that nothing in this Award Agreement constitutes a contract of employment with
the Travelers Group. Nothing contained herein shall be deemed to give the Participant the right to be retained in the service of the
Travelers Group or to interfere with the right of the Travelers Group to terminate the employment of the Participant at any time.
18
India
· References in the Award Agreement and Exhibit A thereto to the POE Agreement (and related obligations thereunder) will not apply to the
Participant.
· To the extent that the Company elects to enforce the forfeiture and repayment provisions under Section 10(b) of the Award Agreement by
re
- acquiring shares of Common Stock held by the Participant, the Company will pay nominal consideration, as determined at the discretion
of the Company, for such shares and/or obtain approval from the Reserve Bank of India, to the extent required under applicable law.
· Section 20 of the Award Agreement shall be revised to read as follows:
20 Governing Law and Forum for Disputes . The Award Agreement shall be legally binding and shall be executed and construed and
its provisions enforced and administered in accordance with the laws of the State of Minnesota. Any dispute, claim or controversy arising
under, out of, or in connection with or in relation to this Award Agreement or the Plan, or any breach, termination or validity thereof, shall
be finally determined and adjudicated through arbitration by a sole arbitrator located in Mumbai, India. The arbitration proceedings shall
be conducted in accordance with the SIAC Rules in effect at the time of arbitration, and judgment upon the award may be entered in any
court having jurisdiction thereof or having jurisdiction over the parties or their assets. It is mutually agreed that the written decision of the