Common use of Non-Solicitation of Employees Clause in Contracts

Non-Solicitation of Employees. The Participant agrees and acknowledges that the Company and its Affiliates sustain their operations and the goodwill of the Customers and other business relations through its employees. The Company and its Affiliates have made significant investment in their employees and their ability to establish and maintain relationships with one another and with their Customers, agents, brokers, vendors, suppliers, consultants, partners and/or other business relations in order to further the Company’s and its Affiliates’ legitimate business interests and operations and to cultivate goodwill. The Participant further agrees and acknowledges that the Company’s and its Affiliates’ loss of their employees could adversely affect the Company’s and its Affiliates’ operations and jeopardize the goodwill that has been established through these employees, and that the Company and its Affiliates therefore have a legitimate interest in preventing the solicitation of its employees and/or the interference with the relationships between the Company and its Affiliates and their employees to the extent that the Participant uses or misuses Confidential Information (as the term is defined in this Section) to so solicit and/or interfere. Accordingly, during the Participant’s employment with the Employer and during the Restricted Period, the Participant shall not use or rely in any manner on any Confidential Information to directly or indirectly recruit or solicit, attempt to influence or assist, participate in or promote the solicitation of, or otherwise attempt to interfere with or adversely affect the employment of any Restricted Employees. Without limiting the foregoing restriction, during the Restricted Period, the Participant shall not, on behalf of the Participant or any other person or entity, use or rely in any manner on any Confidential Information to directly or indirectly hire, employ or engage any Restricted Employee in any capacity that interferes with such Restricted Employee’s employment with or engagement by the Company and its Affiliates and shall not engage in the aforesaid conduct through a third party for the purpose of colluding to avoid the restrictions of this subsection(c)(i).

Non-Solicitation of Employees. The Participant agrees and acknowledges that the Company and its Affiliates sustain their operations and the goodwill of the Customers and other business relations through its employees. The Company and its Affiliates have made significant investment in their employees and their ability to establish and maintain relationships with one another and with their Customers, agents, brokers, vendors, suppliers, consultants, partners and/or other business relations in order to further the Company’s and its Affiliates’ legitimate business interests and operations and to cultivate goodwill. The Participant further agrees and acknowledges that the Company’s and its Affiliates’ loss of their employees could adversely affect the Company’s and its Affiliates’ operations and jeopardize the goodwill that has been established through these employees, and that the Company and its Affiliates therefore have a legitimate interest in preventing the solicitation of its employees and/or the interference with the relationships between the Company and its Affiliates and their employees to the extent that the Participant uses or misuses Confidential Information (as the term is defined in this Section) to so solicit and/or interfereemployees. Accordingly, during the Participant’s employment with the Employer and during the Restricted Period, the Participant shall not use or rely in any manner on any Confidential Information to not, directly or indirectly indirectly, seek to recruit or solicit, attempt to influence or assist, participate in or promote the solicitation of, or otherwise attempt to interfere with or adversely affect the employment of any Restricted Employees. Without limiting the foregoing restriction, during the Restricted Period, the Participant shall not, on behalf of the Participant or any other person or entity, use or rely in any manner on any Confidential Information to directly or indirectly hire, employ or engage any Restricted Employee in any capacity that interferes with such Restricted Employee’s employment with or engagement by the Company and its Affiliates and shall not engage in the aforesaid conduct through a third party for the purpose of colluding to avoid the restrictions of this subsection(c)(i). Notwithstanding the foregoing, if the Participant’s primary residence is located in the State of California, the restrictions set forth in this subsection (c)(i) shall be replaced with those set forth in Appendix I of this Agreement.

Non-Solicitation of Employees. The Participant agrees and acknowledges that the Company and Travelers Group sustains its Affiliates sustain their operations and the goodwill of the Customers its clients, customers, policyholders, producers, agents and other business relations brokers (its “Customers”) through its employees. The Company and its Affiliates have Travelers Group has made significant investment in their its employees and their ability to establish and maintain relationships with one another each other and with their Customers, agents, brokers, vendors, suppliers, consultants, partners and/or other business relations the Travelers Group’s Customers in order to further the Company’s and its Affiliates’ legitimate business interests and operations and to cultivate goodwill. The Participant further agrees and acknowledges that the Company’s and its Affiliates’ loss of their the Travelers Group’s employees could adversely affect the Company’s and its Affiliates’ operations and jeopardize the goodwill that has been established through these employees, and that the Company and its Affiliates Travelers Group therefore have has a legitimate interest in preventing the solicitation of its employees and/or the interference with the relationships between the Company and its Affiliates and their employees to the extent that the Participant uses or misuses Confidential Information (as the term is defined in this Section) to so solicit and/or interfereemployees. Accordingly, during the Participant’s employment with the Employer and during During the Restricted Period, the Participant shall not use or rely in any manner on any Confidential Information to will not, directly or indirectly indirectly, seek to recruit or solicit, attempt to influence or assist, participate in in, or promote the solicitation of, or otherwise attempt to interfere with or 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 EmployeesPeriod. Without limiting the foregoing restriction, during the Restricted Period, the Participant shall not, on behalf of the Participant himself or herself or any other person or entityperson, use or rely in any manner on any Confidential Information to directly or indirectly hire, employ or engage any Restricted Employee in any capacity that interferes with such Restricted Employee’s employment with or engagement by the Company and its Affiliates 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 7. Without limiting the generality of the restrictions under this subsection(c)(i)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.

Non-Solicitation of Employees. The Participant agrees and acknowledges that the Company and its Affiliates sustain their operations and the goodwill of the Customers and other business relations through its employees. The Company and its Affiliates have made significant investment in their its employees and their ability to establish and maintain relationships with one another and with their Customers, agents, brokers, vendors, suppliers, consultants, partners and/or other business relations in order to further the Company’s and its Affiliates’ legitimate business interests and operations and to cultivate goodwill. The Participant further agrees and acknowledges that the Company’s and its Affiliates’ loss of their the employees could adversely affect the Company’s and its Affiliates’ operations and jeopardize the goodwill that has been established through these employees, and that the Company and its Affiliates therefore have a legitimate interest in preventing the solicitation of its employees and/or the interference with the relationships between the Company and its Affiliates and their employees to the extent that the Participant uses or misuses Confidential Information (as the term is defined in this Section) to so solicit and/or interfereemployees. Accordingly, during During the Participant’s employment with the Employer and during the Restricted Period, the Participant shall not use or rely in any manner on any Confidential Information to not, directly or indirectly indirectly, seek to recruit or solicit, attempt to influence or assist, participate in in, or promote the solicitation of, or otherwise attempt to interfere with or adversely affect the employment of any Restricted Employees. Without limiting the foregoing restriction, during the Restricted Period, the Period Participant shall not, on behalf of the Participant or any other person or entity, use or rely in any manner on any Confidential Information to directly or indirectly hire, employ or engage any Restricted Employee in any capacity that interferes with such Restricted Employee’s employment with or engagement by the Company and its Affiliates and shall not engage in the aforesaid conduct through a third party for the purpose of colluding to avoid the restrictions of this subsection(c)(i).

Non-Solicitation of Employees. The Participant agrees and acknowledges that the Company and its Affiliates sustain their operations and the goodwill of the Customers and other business relations through its employees. The Company and its Affiliates have made significant investment in their employees and their ability to establish and maintain relationships with one another and with their Customers, agents, brokers, vendors, suppliers, consultants, partners and/or other business relations in order to further the Company’s and its Affiliates’ legitimate business interests and operations and to cultivate goodwill. The Participant further agrees and acknowledges that the Company’s and its Affiliates’ loss of their employees could adversely affect the Company’s and its Affiliates’ operations and jeopardize the goodwill that has been established through these employees, and that the Company and its Affiliates therefore have a legitimate interest in preventing the solicitation of its employees and/or the interference with the relationships between the Company and its Affiliates and their employees to the extent that the Participant uses or misuses Confidential Information (as the term is defined in this Section) to so solicit and/or interfere. Accordingly, during the Participant’s employment with the Employer and during the Restricted Period, the Participant shall not use or rely in any manner on any Confidential Information to directly or indirectly recruit or solicit, attempt to influence or assist, participate in or promote the solicitation of, or otherwise attempt to interfere with or adversely affect the employment of any Restricted Employees. Without limiting the foregoing restriction, during the Restricted Period, the Participant shall not, on behalf of the Participant or any other person or entity, use or rely in any manner on any Confidential Information to directly or indirectly hire, employ or engage any Restricted Employee in any capacity that interferes with such Restricted Employee’s employment with or engagement by the Company and its Affiliates and shall not engage in the aforesaid conduct through a third party for the purpose of colluding to avoid the restrictions of this subsection(c)(i).

Non-Solicitation of Employees. The Participant agrees and acknowledges that the Company and its Affiliates sustain their operations and the goodwill of the Customers and other business relations through its employees. The Company and its Affiliates have made significant investment in their employees and their ability to establish and maintain relationships with one another and with their Customers, agents, brokers, vendors, suppliers, consultants, partners and/or other business relations in order to further the Company’s and its Affiliates’ legitimate business interests and operations and to cultivate goodwill. The Participant further agrees and acknowledges that the Company’s and its Affiliates’ loss of their employees could adversely affect the Company’s and its Affiliates’ operations and jeopardize the goodwill that has been established through these employees, and that the Company and its Affiliates therefore have a legitimate interest in preventing the solicitation of its employees and/or the interference with the relationships between the Company and its Affiliates and their employees to the extent that the Participant uses or misuses Confidential Information (as the term is defined in this Section) to so solicit and/or interfereemployees. Accordingly, during the Participant’s employment with the Employer and during the Restricted Period, the Participant shall not use or rely in any manner on any Confidential Information to not, directly or indirectly indirectly, seek to recruit or solicit, attempt to influence or assist, participate in or promote the solicitation of, or otherwise attempt to interfere with or adversely affect the employment of any Restricted Employees. Without limiting the foregoing restriction, during the Restricted Period, the Participant shall not, on behalf of the Participant or any other person or entity, use or rely in any manner on any Confidential Information to directly or indirectly hire, employ or engage any Restricted Employee in any capacity that interferes with such Restricted Employee’s employment with or engagement by the Company and its Affiliates Affliates and shall not engage in the aforesaid conduct through a third party for the purpose of colluding to avoid the restrictions of this subsection(c)(i). Notwithstanding the foregoing, if the Participant’s primary residence is located in the State of California, the restrictions set forth in this subsection (c)(i) shall be replaced with those set forth in Appendix I of this Agreement.

Non-Solicitation of Employees. The Participant agrees and acknowledges that the Company and Travelers Group sustains its Affiliates sustain their operations and the goodwill of the Customers its clients, customers, policyholders, producers, agents, and other business relations brokers (its “Customers”) through its employees. The Company and its Affiliates have Travelers Group has made significant investment in their its employees and their ability to establish and maintain relationships with one another each other and with their Customers, agents, brokers, vendors, suppliers, consultants, partners and/or other business relations the Company Customers in order to further the Company’s and its Affiliates’ legitimate business interests and operations and to cultivate goodwill. The Participant further agrees and acknowledges that the Company’s and its Affiliates’ loss of their the Travelers Group’s employees could adversely affect the Company’s and its Affiliates’ operations and jeopardize the goodwill that has been established through these employees, and that the Company and its Affiliates Travelers Group therefore have has a legitimate interest in preventing the solicitation of its employees and/or the interference with the relationships between the Company and its Affiliates and their employees to the extent that by the Participant uses or misuses Confidential Information (as after the term is defined in this Section) to so solicit and/or interfereTermination Date. Accordingly, during the Participant’s employment with the Employer and during During the Restricted Period, the Participant shall not use or rely in any manner on any Confidential Information to will not, directly or indirectly indirectly, seek to recruit or solicit, attempt to influence or assistassist in the recruitment or solicitation, or participate in or promote the solicitation of, a Covered Employee to terminate their employment with the Travelers Group or otherwise attempt to interfere take employment in any other position outside the Travelers Group. The term “Covered Employee” means any person (i) 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 and (ii) with whom the Participant worked, who the Participant supervised, or adversely affect about whom the employment of any Restricted EmployeesParticipant acquired Confidential Information during the two-year period immediately preceding the Termination Date (the “Look Back Period”). Without limiting the foregoing restriction, during the Restricted Period, the Participant shall not, on behalf of the Participant himself or herself or any other person or entityperson, use or rely in any manner on any Confidential Information to directly or indirectly hire, employ employ, or engage any Restricted Covered Employee in any capacity that interferes with such Restricted Employee’s employment with or engagement by the Company and its Affiliates and shall not engage in the aforesaid conduct during the Restricted Period through a third party for the purpose of colluding to avoid the restrictions in this Section 7. Without limiting the generality of the restrictions under this subsection(c)(i)Section 7, by way of example, the restrictions under this Section 7 shall prohibit the Participant from (i) interviewing a Covered Employee for a position outside of the Travelers Group, (ii) communicating in any manner with a Covered Employee in connection with a current or future employment opportunity outside of the Travelers Group, (iii) identifying Covered Employees to potentially be solicited or hired in a position outside of the Travelers Group, (iv) providing information or feedback regarding Covered Employees seeking employment with another employer, and/or (v) otherwise directly or indirectly assisting or participating in the solicitation or hiring of a Covered 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. This provision shall be referred to as the “Employee Non-Solicitation Conditions.”

Non-Solicitation of Employees. The Participant agrees that, in return for the Company agreeing to provide the Participant with the opportunity to receive Units under the terms of this Agreement, during the Participant’s Service with the Company and its Affiliates, and during the eighteen (18) month period following the termination of the Participant’s Service for any reason, the Participant shall not, except in the course of carrying out the Participant’s duties of Service with the Company, directly or indirectly induce any employee of the Company or any of its Affiliates to terminate employment with such entity, and shall not directly or indirectly, either individually or as owner, agent, employee, consultant or otherwise, knowingly employ or offer employment to any person who is or was employed by the Company or an Affiliate thereof unless such person shall have ceased to be employed by such entity for a period of at least six (6) months. The Participant agrees and acknowledges that the Company Participant’s obligations under this Section 7 remain in full force and its Affiliates sustain their operations and effect even if the goodwill Participant does not earn or receive any portion of the Customers and other business relations through its employeesUnits and/or the Participant’s Service with the Company is terminated, regardless of the reason, before the Participant becomes eligible to earn or receive any portion of the Units. The Company and its Affiliates have made significant investment restrictions in their employees and their ability to establish and maintain relationships with one another and with their Customers, agents, brokers, vendors, suppliers, consultants, partners and/or other business relations this Section 7 shall be extended for any time during which the Participant is in order to further the Company’s and its Affiliates’ legitimate business interests and operations and to cultivate goodwill. The Participant further agrees and acknowledges that the Company’s and its Affiliates’ loss of their employees could adversely affect the Company’s and its Affiliates’ operations and jeopardize the goodwill that has been established through these employees, and that the Company and its Affiliates therefore have a legitimate interest in preventing the solicitation of its employees and/or the interference with the relationships between the Company and its Affiliates and their employees to the extent breach such that the Participant uses or misuses Confidential Information (as does not engage in any of the term is defined in this Section) to so solicit and/or interfere. Accordingly, activities during the Participant’s employment with the Employer Service and during the Restricted Periodeighteen (18) month period following the termination of the Participant’s Service for any reason. To the extent permitted by law, if the Company determines that the Participant has violated or is threatening to violate this Section 7, the Participant shall not use or rely in any manner on any Confidential Information will immediately forfeit all Units hereunder and the Company will have the right to directly or indirectly recruit or solicit, attempt to influence or assist, participate in or promote the solicitation of, or otherwise attempt to interfere with or adversely affect the employment seek repayment of any Restricted EmployeesUnits that have already been paid. Without limiting the foregoing restriction, during the Restricted PeriodIn addition, the Participant non-solicitation covenant relates to special, unique, and extraordinary matters and a violation of such covenant and obligation may cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, the Company shall notbe entitled to an injunction, on behalf of restraining order or such other equitable relief restraining the Participant or from committing any violation of this Section 7. This injunctive remedy shall be cumulative and in addition to any other person or entity, use or rely in any manner on any Confidential Information to directly or indirectly hire, employ or engage any Restricted Employee in any capacity that interferes with such Restricted Employee’s employment with or engagement by rights and remedies the Company and its Affiliates and shall not engage has at law or in the aforesaid conduct through a third party for the purpose of colluding to avoid the restrictions of this subsection(c)(i).equity. PERFORMANCE SHARE UNIT – US ELT