Exhibit 10.30


 


Please
review this agreement and scroll to the bottom to accept or to return to the
Equity Compensation Web.


 


TRAVELERS

STOCK OPTION GRANT NOTIFICATION AND AGREEMENT


 


(This award must be accepted
by 11:59 p.m. on
                    ,
or it will be forfeited. Refer below to Section 15.)


 


	
  Participant:

  	
   

  	
  XXX

  	
   

  	
  Grant Date:

  	
   

  	
  xxx

  	
   

  
	
  Number
  of Shares:

  	
   

  	
  XXX

  	
   

  	
  Grant Price:

  	
   

  	
  $ 

  	
   

  
	
  Expiration
  Date:

  	
   

  	
  xxx

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


1.                                      Grant of Option. 
This option is granted pursuant to The Travelers Companies Inc. Amended
and Restated 2004 Stock Incentive Plan (the “Plan”), by The Travelers Companies, Inc.
(the “Company”) to you as an employee of the Company or an affiliate of the
Company (together, the “Travelers Group”). The Company hereby grants to the
Participant as of the Grant Date a non-qualified stock option (the “Option”) to
purchase the number of shares set forth above of the Company’s common stock, no
par value (“Common Stock”), at an option price per share (the “Grant Price”)
set forth above, pursuant to the Plan, as it may be amended from time to time,
and subject to the terms, conditions, and restrictions set forth herein.


 


2.                                      Terms and Conditions. 
The terms, conditions, and restrictions applicable to the Option are
specified in the Plan, this grant notification and agreement, including
Exhibits A and B (the “Award Agreement”), and the prospectus dated February 3,
2009 (titled “Travelers Equity Awards”) and any applicable prospectus
supplement (together, the “Prospectus”). The terms, conditions and restrictions
in the Plan and the Prospectus include, but are not limited to, provisions
relating to amendment, vesting, cancellation and exercise, all of which are
hereby incorporated by reference into this Award Agreement to the extent not
otherwise set forth herein.


 


By
accepting the Option, the Participant acknowledges receipt of the Prospectus
and that he or she has read and understands the Prospectus.


 


The Participant
understands that the Option and all other incentive awards are entirely
discretionary and that no right to receive an award exists absent a prior
written agreement with the Company to the contrary. The Participant also
understands that the value that may be realized, if any, from the Option is
contingent, and depends on the future market price of the  Common Stock, among other factors. The
Participant further confirms his or her understanding that the Option is
intended to promote employee retention and stock ownership and to align
employees’ interests with those of shareholders, is subject to vesting
conditions and will be cancelled if the vesting conditions are not satisfied.
Thus, the Participant understands that (a) any monetary value assigned to
the Option in any communication regarding the Option is contingent,
hypothetical, or for illustrative purposes only, and does not express or imply
any promise or intent by the Company to deliver, directly or indirectly, any
certain or determinable cash value to the Participant; (b) receipt of the
Option or any incentive award in the past is neither an indication nor a
guarantee that an incentive award of any type or amount will be made in the
future, and that absent a written agreement to the contrary, the Company is
free to change its practices and policies regarding incentive awards at any
time; and (c) vesting may be subject to confirmation and final
determination by the Company’s Board of Directors or its Compensation Committee
(the “Committee”) that the vesting conditions have been satisfied. The
Participant shall have no rights 


 

















 


as a stockholder of the
Company with respect to any shares covered by the Option unless and until the
Option vests, is properly exercised and shares of Common Stock are issued.


 


3.                                      Vesting. 
The Option shall vest in full and become exercisable on the Vesting Date
set forth above, provided the Participant remains continuously employed within
the Travelers Group. The Option shall in all events expire on the tenth (10th)
anniversary of the Grant Date set forth above. 
If the Participant has a termination of, or break in, employment prior
to exercise or expiration of the Option, the Participant’s rights are
determined under the Option Rules of Exhibit A.


 


4.                                      Exercise
of Option.  The Option may be
exercised in whole or in part by the Participant on or after the Vesting Date
upon notice to the Company together with provision for payment of the Grant
Price and applicable withholding taxes. Such notice shall be given in the
manner prescribed by the Company and shall specify the date and method of
exercise and the number of shares being exercised. The Participant acknowledges
that the laws of the country in which the Participant is working at the time of
grant or exercise of the Option (including any rules or regulations
governing securities, foreign exchange, tax, or labor matters) or Company
accounting or other policies dictated by such country’s political or regulatory
climate, may restrict or prohibit any one or more of the stock option exercise
methods described in the Prospectus, that such restrictions may apply
differently if the Participant is a resident or expatriate employee, and that
such restrictions are subject to change at any time.  The Committee may suspend the right to
exercise the Option during any period for which (a) there is no
registration statement under the Securities Act of 1933, as amended, in effect
with respect to the shares of Common Stock issuable upon exercise of the
Option, or (b) the Committee determines, in its sole discretion, that such
suspension would be necessary or advisable in order to comply with the
requirements of (i) any applicable federal securities law or rule or
regulation thereunder; (ii) any rule of the New York Stock Exchange
or other self-regulatory organization; or (iii) any other federal or state
law or regulation (an “Option Exercise Suspension”).


 


5.                                      Acceptance of Exhibit A
— Option Rules.  The Participant agrees to be bound by the
terms of the Option Rules set forth in Exhibit A (“Option Rules”).


 


6.                                      Acceptance of Exhibit B — Principles of
Employment Agreement.  The
Participant agrees to be bound by the terms of the Principles of Employment
Agreement (including all later versions thereof which the Participant may agree
to at a later time; for example, as an exhibit to a subsequent equity grant),
the current version of which is attached hereto as Exhibit B (the “POE
Agreement”).


 


7.                                      Acceptance
of Non-Solicitation Conditions.   The Participant agrees to be bound by the
following conditions (the “Non-Solicitation Conditions”):


 


(a)                                  The Company and the Participant
understand, intend and agree that the Non-Solicitation Conditions of this Section 7
are intended to protect the Travelers Group against the Participant raiding its
employees and/or its business during the twelve (12) month period (the “Restricted
Period”) following the date of the conclusion of the Participant’s employment
with the Travelers Group (whether voluntary or involuntary) as reflected on the
books and records of the Travelers Group (the “Termination Date”), while
recognizing that after the Termination Date, the Participant is still permitted
to freely compete with the Travelers Group, except to the extent “Confidential
Information” (which means any technical or business 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) is used in such
solicitation and subject to certain restrictions set forth below. Further,
nothing in this Section 7 is intended to grant or limit any rights or
claims as to any future employer of the Participant.


 


(b)                                 During the Restricted Period, the
Participant will not seek to recruit or solicit, or assist, participate in or
promote the recruiting or solicitation of, interfere with, attempt to influence
or otherwise 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. Further, the Participant shall not, on behalf of himself or herself or
any other person, hire, employ or engage any such person. The Participant shall
not directly engage in the aforesaid conduct through a third party for the
purpose of colluding to avoid the restrictions in this Section 7. 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 specifically direct such third party specifically to
target employees of the Travelers Group generally or specific individual
employees of the Travelers Group.


 


(c)                                  If, after the Termination Date, the Participant
accepts a position as an employee, consultant or contractor with a direct
competitor of the Company, then, during the Restricted Period, the Participant
will not use Confidential Information to seek to recruit or solicit, or assist,
participate in or promote the recruiting or solicitation of, interference with,
attempt to influence or otherwise affect any person or entity who is a client,
customer, policyholder, or agent of the Travelers Group, to discontinue
business with the Travelers Group, and/or move that business elsewhere.  The Participant also agrees not to be
directly and 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 Travelers Group, at any time after the Termination Date, even if
Confidential Information is not involved. 
The Participant may, at any time after the Termination Date, 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) Confidential Information is not
involved, (ii) the Participant is not personally and directly involved in
such activities, and (iii) the Participant does not direct such third
party specifically to target agents of Travelers Group.


 


(d)                                 Subject to the non-competition
obligations in the Option Rules that apply to Participants meeting the “Retirement
Rule,” at any time after the Termination Date, the Participant may otherwise
freely 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.


 


8.                                      Forfeiture of Option Awards.


 


(a)                                  Participant
acknowledges and agrees as follows:


 


(i)                                     The
Participant acknowledges that the receipt of the Option, 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 recapture provision below, the Non-Solicitation Conditions and the POE
Agreement.


 


(ii)                                  To
the extent that the terms of the POE Agreement attached hereto as Exhibit B
differ from the terms of any prior POE Agreement (or similar agreement) that
the Participant has agreed to in connection with any prior equity grant by the
Company, the Participant understands that his or her acceptance of this Award
will result in the terms of the POE Agreement attached hereto as Exhibit B
applying under his or her prior equity grant(s) as well as the current
Award.


 


(b)                                 The Participant agrees that, during the term of his or her employment with
the Travelers Group and during the Restricted Period, if the Participant
breaches the Non-Solicitation Conditions and/or the POE Agreement, in addition
to all rights and remedies available to the Company at law and in equity
(including without limitation those set forth in the Option Rules for
involuntary termination), the Participant will immediately forfeit any award
issued pursuant to this Award Agreement  that has not
yet been paid, exercised or vested. 
The Company may also recapture from the Participant 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 from any such award
(including without limitation the amount of any cash payment made to the
Participant upon exercise or settlement of the award, and/or the amount
included as compensation in the taxable income of the Participant upon vesting
or exercise of the award). 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)                                  The
forfeiture and recapture remedies under paragraph (b) shall not limit or
modify the Company’s rights and remedies with respect to any breaches of the
Award Agreement at any time after the end of the Restricted Period.


 


(d)                                 The
Option Rules provide an extended exercise period following the Participant’s
Termination Date if the Participant meets the Retirement Rule which, among
other conditions, requires that the Participant not engage in any activities
that complete with the business operations of the Travelers Group prior to
exercise (such non-compete condition may extend beyond the Restricted
Period).  The remedies for a violation of
such non-compete conditions are specified in the Option Rules and are in
addition to any remedies of the Travelers Group under this Section 8.


 


9.                                      Consent to Electronic
Delivery.  In lieu of receiving documents in paper
format, the Participant agrees, to the fullest extent
permitted by law, to accept electronic delivery of any documents that the
Company may be required to deliver (including, but not limited to,
prospectuses, prospectus supplements, grant or award notifications and
agreements, account statements, annual and quarterly reports, and all other
agreements, forms and communications) in connection with this and any other
prior or future incentive award or program made or offered by the Company or
its predecessors or successors. Electronic delivery of a document to the Participant
may be via a Company e-mail system or by reference to a location on a Company
intranet site to which the Participant has access.


 


10.                               Administration. 
In administering the Plan, or to comply with applicable legal,
regulatory, tax, or accounting requirements, it may be necessary for a member
of the Travelers Group to transfer certain Participant data to another member
of the Travelers Group, or to its outside service providers or governmental
agencies. By accepting the Option, the Participant consents, to the fullest
extent permitted by law, to the use and transfer, electronically or otherwise,
of his or her personal data to such entities for such purposes.


 


11.                               Entire
Agreement/Amendment/Survival/Assignment. The terms, conditions and restrictions set forth in
the Plan, this Award Agreement, the Prospectus, and POE Agreement in effect
from time to time, as later agreed to by the Participant, and other Company
policies in effect from time to time relating to the Plan, constitutes the
entire understanding between the parties hereto regarding the Option and
supersedes all previous written, oral, or implied understandings between the
parties hereto about the subject matter hereof. 
This Award Agreement may be amended by a subsequent writing (including
e-mail or electronic form) agreed to between the Company and the
Participant.  Section headings
herein are for convenience only and have no effect on the interpretation of
this Award Agreement.  The provisions of
the Award Agreement that are intended to survive the Termination Date of a
Participant shall survive such date.  The
Company may assign this Award Agreement and its rights and obligations
hereunder to any current or future member of the Travelers Group.


 


12.                               No Right to Employment. 
The Participant agrees that nothing in this Award Agreement constitutes
a contract of employment with the Company for a definite period of time.  The employment relationship is “at will,”
which affords the Participant or the Company the right to terminate the
relationship at any time for any reason or no reason not otherwise prohibited
by applicable law.  The Company retains
the right to decrease the Participant’s compensation and/or benefits, transfer
or demote the Participant or otherwise change the terms or conditions of the
Participant’s employment with the Company.


 

















 


13.                               Transfer Restrictions. The Participant may not sell, assign,
transfer, pledge, encumber or otherwise alienate, hypothecate or dispose of the
Option or his or her right under the Option to receive shares of Common Stock,
except as otherwise provided in the Prospectus.


 


14.                               Conflict.  In the event of a conflict between the Plan, the Award
Agreement and/or the Prospectus, the documents shall control in that order
(that is, the Plan, the Award Agreement and the Prospectus).


 


15.                               Acceptance and Agreement
by the Participant; Forfeiture upon Failure to Accept. 
By clicking the button after the text of Exhibit B, the Participant
accepts the Option and agrees to be bound by the terms, conditions, and
restrictions set forth in the Award Agreement. The Participant’s rights under
the Option will lapse at 12:00 a.m. on
                    ,
and the Option will be forfeited on such date if the Participant does not
accept the Option by clicking the button on or before 11:59 p.m. on
                      .  For the avoidance of doubt, the Participant’s
failure to accept the Award Agreement shall not affect his or her continuing
obligations under any other agreement between the Company and the Participant.


 

















 


EXHIBIT A
— Option Rules


To Travelers’ Stock Option Grant
Notification and Agreement


 


When you leave the
Company


 


References to “you” or “your”
are to the Participant.  “Termination
Date” is defined in Section 7(a) of the Award Agreement and means the
date of the conclusion of your employment with the Travelers Group (whether
voluntary or involuntary) as reflected on the books and records of the
Travelers Group.


 


If you terminate your
employment or if there is a break in your employment, your Option may be
cancelled before the end of the vesting period and the vesting and
exercisability of your Option may be affected.


 


The provisions in the
chart below apply to Options granted under the Plan.  Special rules apply for vesting and
exercisability of your Option in cases of termination of employment if you
satisfy certain age and years of service requirements (“Retirement Rule”), as
set forth in “Retirement Rule” below.


 


If any Option
exercisability period set forth in the chart below or under “Retirement Rule”
below would otherwise expire during an Option Exercise Suspension, the Option
shall remain exercisable for a period of 30 days after the Option Exercise
Suspension (as defined in Section 4 of the Award Agreement) is lifted by
the Company (but no later than the original option expiration date, which is
the tenth (10th) anniversary of the Grant Date).


 


	
  If you:

  	
   

  	
  Here’s What Happens to Your Options:

  
	
   

  	
   

  	
   

  
	
  Resign
  (but do not meet the Retirement Rule)

  	
   

  	
  Vesting stops and
  unvested options are cancelled effective on the Termination Date. You may
  exercise your vested options for up to 90 days after the Termination Date but
  no later than the original option expiration date.

  
	
   

  	
   

  	
   

  
	
  Become
  disabled (as defined under the Company’s applicable long-term disability
  plan)

  	
   

  	
  Options continue to vest
  on schedule through an approved disability leave (which includes
  approximately 13 weeks of short-term disability and 9 months of long-term
  disability). Upon the Termination Date after your disability leave period
  ends (which occurs 9 months after your transition to long-term disability or
  your transition to unpaid leave if you do not have long-term disability
  coverage under the long-term disability component of the Travelers disability
  program), your unvested options will vest immediately, and you may exercise
  options for up to one year from the Termination Date, but no later than the
  original option expiration date.

  
	
   

  	
   

  	
   

  
	
  Take
  an approved personal leave of absence

  	
   

  	
  For the first three months of an approved personal
  leave, vesting continues. If the approved leave exceeds three months, vesting
  is suspended until you return to work and remain actively employed for 30
  calendar days, after which time vesting will be restored retroactively.
  Vested options may be exercised during approved leave, but no later than the
  original option expiration date. If you terminate employment for any reason
  during the first year of an approved leave, the termination of employment
  provisions will apply. If the leave exceeds one year, all options will be
  cancelled immediately.

  
	
   

  	
   

  	
   

  
	
  Are on
  an approved family leave, medical leave, dependent care 

  	
   

  	
  Options will continue
  to vest on schedule, and you may exercise vested options during the leave but
  no later than 

  



 





















 


	
  leave,
  military leave, or other statutory leave of absence

  	
   

  	
  the original option
  expiration date.

  
	
   

  	
   

  	
   

  
	
  Die
  while employed or following employment while your option is still outstanding

  	
   

  	
  Options fully vest upon
  death. Your estate may exercise options for up to one year from the date of
  death but no later than the original option expiration date.

  
	
   

  	
   

  	
   

  
	
  Are
  terminated involuntarily for gross misconduct or for cause*

  	
   

  	
  Vesting stops and all
  outstanding options are cancelled on the Termination Date. You may exercise
  vested options on or before the Termination Date but no later than the
  original option expiration date.

  
	
   

  	
   

  	
   

  
	
  Are
  terminated involuntarily other than for gross misconduct or for cause
  (including under the Company’s applicable separation pay plan or any
  successor or comparable arrangement)

  	
   

  	
  Vesting stops on the
  Termination Date. You may exercise vested options for up to 90 days after the
  Termination Date but no later than the original option expiration date.

  
	
   

  	
   

  	
   

  
	
  While
  employed and at any time during the Restricted Period, breach the
  Non-Solicitation Conditions and/or the POE Agreement

  	
   

  	
  As set forth in
  Section 8 of the Award Agreement, in addition to all rights and remedies
  available to the Company at law and in equity (including the above rights and
  remedies relating to involuntary termination), you will immediately forfeit any
  award to you under the Award Agreement that has not yet been paid, exercised
  or vested. The Company may also recapture from you any and all compensatory
  value that you received for the last 12 months of your employment and through
  the end of the Restricted Period from any such award (including the amount of
  any cash payment made to you upon exercise or settlement of the award, and/or
  the amount included as compensation in your taxable income upon vesting or
  exercise of the award). You will promptly pay the full amount due upon
  demand, in the form of cash or shares of Common Stock at current fair market
  value.

  



 


Retirement
Rule


 


If, as of your
Termination Date, you are at least (i) age 65, (ii) age 62 with one
or more full years of service, or (iii) age 55 with 10 or more full years
of service, then you meet the “Retirement Rule.”  If you are terminated under the Company’s
applicable separation pay plan or any successor or comparable arrangement, if
any, your Termination Date for purposes of determining whether you qualify
under the Retirement Rule is your last day of active employment with the
Company.


 


The Retirement Rule does
not apply if you were involuntarily terminated for gross misconduct or for
cause. If you retire and do not meet the Retirement Rule, you will be
considered to have resigned.


 


If you are terminated
under the Company’s applicable separation pay plan or successor or comparable
arrangement, if any, your Termination Date for purposes of determining whether
you qualify under the Retirement Rule is your last day of active
employment with the Company.


 






*                                         The Committee,
in its sole discretion, determines what constitutes “gross misconduct” and
“cause.”


 





















 


	
  If you:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Meet
  the Retirement Rule 

  	
   

  	
  Unvested options fully
  vest on the Termination Date.  Vested
  options may be exercised for up to three years from the Termination Date, but
  no later than the original option expiration date, provided that you do not
  engage in any activities that compete with the business operations of the
  Travelers Group, including, but not limited to, working for another insurance
  company engaged in the property casualty insurance business as either an
  employee or independent contractor. 
  You are not subject to this competition provision if you are
  terminated involuntarily, but you remain subject to Sections 7 and 8 of the
  Award Agreement, and the POE Agreement. 

  



 


When you
exercise any options subject to the Retirement Rule, your exercise will
represent and constitute your certification to the Company that you have not
engaged in any activities that compete with the business operations of the
Travelers Group since your Termination Date. You may be required to provide the Company with
other evidence of your compliance with the Retirement Rule as the Company
may require.


 














 


EXHIBIT B —


To Travelers’ Stock Option Grant
Notification and Agreement


 


PRINCIPLES
OF EMPLOYMENT AGREEMENT


 


As a condition and in
consideration of your employment with The Travelers Companies, Inc. or one
of its subsidiaries, affiliates, successors or assigns (together, the “Company”
or “Travelers”), the Company wishes to set forth and obtain your agreement on
certain matters that are important to both of us.


 


Your acceptance of this
Principles of Employment Agreement (the “POE Agreement”), if you have not
already accepted its provisions in their current form pursuant to a prior
Company option agreement or employment agreement or policy, constitutes your
acknowledgment and acceptance of and agreement to the provisions set forth
below and the Travelers’ (i) Employee Policies [LINK], (ii) Internal
Dispute Resolution Policy (“IDR Policy”) [LINK] and (iii) Employment
Arbitration Policy (the “Arbitration Policy”) [LINK], each of which the Company
may amend or supplement from time to time.


 


You may print and retain a
hard copy of the Employee Policies, the IDR Policy and the Arbitration Policy
at any time.   Please review this POE
Agreement and these other documents carefully. 
If you have any questions about them at any time, please ask your
manager.


 


Arbitration/Dispute
Policies


 


1.  While the Company hopes that disputes with
its employees will never arise, the Company wants them resolved promptly if
they do.  The IDR and Arbitration Policy
(together, the “Arbitration Policies”) cover any employment and compensation-related
disputes that you may have with the Company and its current and former
officers, directors, employees and agents, including disputes regarding
termination of employment, but excluding certain specific claims described in
these policies.  The Arbitration Policies
do not preclude the Company from taking disciplinary action against you
(including termination) at any time, but if you dispute such action, you and
the Company agree that the disagreement will be resolved solely through the
processes set forth in the Arbitration Policies.


 


2.  For claims covered by the Arbitration
Policies, the process is divided into two parts.  First, under the IDR, you may seek internal
review of any action regarding your employment or termination of your
employment that you think is unfair. 
Second, in the unusual situation when this internal process does not
fully resolve an employment-related dispute and the dispute is based upon
legally protected rights, you and the Company agree to submit the dispute to
binding arbitration in accordance with the Arbitration Policy.


 

















 


3.  As set forth in the Arbitration Policies, you
acknowledge and agree that any breach or threatened breach of the Intellectual
Property and Confidentiality provisions set forth below will constitute a
violation of your covenants and obligations to the Company with respect to
intellectual property and/or confidentiality/non-disclosure and, therefore, the
Company has the right (but not the obligation) to bring a court action, rather
than arbitration, to seek injunctive relief or specific performance.  You and the Company agree that any such
action will be brought solely in the state or federal courts located in St.
Paul, Minnesota, and you submit to the exclusive jurisdiction of these courts
and agree not to challenge such venue. 
You agree that this POE Agreement shall be construed in accordance with
and governed for all purposes by the laws of the State of Minnesota.


 


Intellectual Property and
Confidentiality


 


4.  You agree
that you will not, either during or after your employment, use, publish, make
available, or otherwise disclose, except for the Company’s benefit in the
course of such employment, any technical or business information developed by,
for, or at the expense of the Company, or assigned or entrusted to the Company,
unless such information is generally known outside of the Company. In addition,
you will keep at all times subject to the Company’s control and will deliver to
or leave with the Company 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 information upon
termination of your employment.  You also
agree to cooperate to remedy any unauthorized use of such information and not
to violate any Company policy regarding same.


 


5.  You agree
that all records, reports, notes, compilations, or other recorded matter, and
copies or reproductions thereof, relating to the Company’s operations,
activities or business, made or received by you during your employment with the
Company are, and shall be, the property of the Company exclusively, and you
will keep the same at all times subject to the Company’s control and will
deliver to or leave with the Company the same at the termination of your
employment.


 


6.  You agree
that all trade secrets, inventions, works of authorship (including, without
limitation, illustrations, writings, multimedia works, software and computer
programs), improvements, systems, apparatuses, designs, practices, processes,
analytical models, ways of doing business, formulae and all other business or
technical information (collectively, “Inventions”) created, conceived, or
reduced to practice, by you, either alone or with others, while employed by the
Company and related to the existing or anticipated business, research, or
development of the Company, or resulting from your work with the Company,
belong solely to the Company, including all intellectual property rights
therein.


 

















 


7.  You are
hereby notified that the assignment and ownership provisions herein do not
apply to any Inventions: (i) that you create, conceive or reduce to
practice entirely on your own time, without using the Company’s equipment,
supplies, facilities or trade secret information, and that do not (a) relate
directly at the time of such creation, conception, or reduction to practice to
the Company’s business or actual or demonstrably anticipated research or
development or (b) result from any work you perform for the Company; and/or
(ii) for which such provisions would be unenforceable under any state
statute.


 


8.  You agree
to: (i) promptly disclose to the Company all Inventions that belong to the
Company under this POE Agreement; (ii) cooperate with the Company
regarding the filing and prosecution of any patent applications relating to
such Inventions; (iii) assign, and you hereby assign, to the Company, or
to others as directed by the Company, all of your interest (if any) in such
Inventions and all intellectual property rights therein; and (iv) execute
any papers and do any acts which the Company may consider necessary to secure
to it and perfect any and all rights relating to such Inventions, including all
patents and copyrights (and renewals thereof) in any country (without charge to
the Company, but at the expense of the Company). You hereby waive all “moral
rights” and the like with respect to all such works of authorship to the extent
allowed by applicable law. Until proven otherwise, any Invention shall be
presumed to have been conceived during your employment with the Company if
within three (3) months after termination of such employment with the
Company it is disclosed to others, or it is completed, or it has a patent
application filed thereon.


 


9.  You
represent that you have provided to the Company a complete list of all
Inventions (if any) that you have made or conceived prior to your employment by
the Company that (i) relate to the business, research or development of
the Company and (ii) are owned or controlled by you personally.  You further represent that you are not a
party to any other agreement that conflicts with your obligations under this
POE Agreement.


 


Miscellaneous


 


10.  You agree that you have accepted this POE
Agreement in the belief that its provisions are reasonable and
enforceable.  However, if any one or more
of the provisions contained in this POE Agreement shall be held to be invalid
or unenforceable, then such provisions shall be deemed to be modified or restricted
to the minimum extent necessary to render them valid and enforceable, and this
POE Agreement will be construed and enforced to the maximum extent permitted by
law.


 


11.  You agree that nothing herein constitutes a
contract of employment for a definite period of time.  The employment relationship is “at will,”
which affords you or the Company the right to terminate the relationship at any
time for any reason or no reason not otherwise prohibited by applicable
law.  The Company 


 

















 


retains the right to
decrease your compensation and/or benefits, transfer or demote or otherwise
change the terms or conditions of your employment with the Company.


 


12.  You agree that your obligations under this
POE Agreement shall survive the termination of your employment with the Company
regardless of the reason.


 

















 


THE TRAVELERS COMPANIES, INC.


 


THE
PARTICIPANT’S ACCEPTANCE


 


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