31
SHALL BE DEEMED VOID AND WITHOUT FORCE AND EFFECT.
7.
NOTICE.
ANY NOTICE GIVEN HEREUNDER TO
THE CORPORATION SHALL BE ADDRESSED TO THE CHUBB CORPORATION, ATTENTION:
SECRETARY, 15 MOUNTAIN VIEW ROAD, P.O. BOX 1615, WARREN, NEW JERSEY 07061-1615,
AND ANY NOTICE GIVEN HEREUNDER TO THE PARTICIPANT SHALL BE ADDRESSED TO THE
PARTICIPANT AT THE PARTICIPANT'S ADDRESS AS SHOWN ON THE RECORDS OF THE
CORPORATION.
8.
RESTRICTIVE COVENANTS. AS A CONDITION
TO THE RECEIPT OF THE AWARD MADE HEREBY, THE PARTICIPANT AGREES TO BE BOUND BY
THE TERMS AND CONDITIONS HEREOF AND OF THE PLAN, INCLUDING THE FOLLOWING
RESTRICTIVE COVENANTS:
(A)
NON-DISCLOSURE.
A PARTICIPANT SHALL NOT,
WITHOUT PRIOR WRITTEN AUTHORIZATION FROM THE CORPORATION, DISCLOSE TO ANYONE
OUTSIDE THE CORPORATION, OR USE (OTHER THAN IN THE CORPORATION'S OR ANY OF THE
SUBSIDIARIES' BUSINESS), ANY CONFIDENTIAL INFORMATION OR MATERIAL RELATING TO
THE BUSINESS OF THE CORPORATION OR ANY OF THE SUBSIDIARIES THAT IS ACQUIRED BY
THE PARTICIPANT EITHER DURING OR AFTER EMPLOYMENT WITH THE CORPORATION OR ANY OF
THE SUBSIDIARIES.
(B)
NON-SOLICITATION.
A PARTICIPANT SHALL NOT
DURING HIS OR HER EMPLOYMENT WITH THE CORPORATION OR ANY OF THE SUBSIDIARIES AND
FOR A PERIOD OF ONE YEAR FOLLOWING ANY TERMINATION OF SUCH EMPLOYMENT
RELATIONSHIP, DIRECTLY OR INDIRECTLY, SOLICIT, PERSUADE, ENCOURAGE OR INDUCE ANY
INDIVIDUAL EMPLOYED BY THE CORPORATION OR ANY OF THE SUBSIDIARIES DURING THE
ABOVE-REFERENCED TIME PERIODS TO BECOME EMPLOYED BY OR ASSOCIATED WITH ANY
PERSON OR ENTITY OTHER THAN THE CORPORATION OR ANY OF THE SUBSIDIARIES, WHICH
EMPLOYS THE PARTICIPANT OR FOR WHICH THE PARTICIPANT SERVES AS AN OFFICER,
DIRECTOR, SHAREHOLDER, PARTNER OR CONSULTANT, OR WITH ANY FIRM RELATED TO ANY
SUCH PERSON OR ENTITY OR TO PERMIT ANY OTHER PERSON OR ENTITY TO DO SO ON THE
PARTICIPANT'S BEHALF.
4
(C)
INVENTIONS.
A PARTICIPANT SHALL DISCLOSE
PROMPTLY AND ASSIGN TO THE CORPORATION ALL RIGHT, TITLE, AND INTEREST IN ANY
INVENTION OR IDEA, PATENTABLE OR NOT, MADE OR CONCEIVED BY THE PARTICIPANT
DURING EMPLOYMENT BY THE CORPORATION OR ANY OF THE SUBSIDIARIES, RELATING IN ANY
MANNER TO THE ACTUAL OR ANTICIPATED BUSINESS, RESEARCH OR DEVELOPMENT WORK OF
THE CORPORATION OR ANY OF THE SUBSIDIARIES AND SHALL DO ANYTHING REASONABLY
NECESSARY TO ENABLE THE CORPORATION OR ANY OF THE SUBSIDIARIES TO SECURE A
PATENT, COPYRIGHT OR ANY OTHER INTELLECTUAL PROPERTY RIGHTS WHERE APPROPRIATE IN
THE UNITED STATES AND IN FOREIGN COUNTRIES.
(D)
RELIEF WITH RESPECT TO VIOLATIONS OF
COVENANTS.
FAILURE TO COMPLY WITH THE PROVISIONS OF THIS SECTION 8 AT ANY POINT
BEFORE THE RESTRICTED STOCK UNITS COVERED BY THE AWARD ARE SETTLED IN ACCORDANCE
WITH SECTION 6 OF THIS AGREEMENT SHALL CAUSE SUCH RESTRICTED STOCK UNITS TO BE
CANCELLED AND RESCINDED WITHOUT ANY PAYMENT THEREFOR.
IN THE EVENT THAT ALL OR
ANY PORTION OF THE RESTRICTED STOCK UNITS COVERED BY THIS AWARD SHALL HAVE BEEN
SETTLED IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT WITHIN SIX MONTHS OF THE
DATE ON WHICH ANY BREACH BY THE PARTICIPANT OF ANY OF THE PROVISIONS OF THIS
SECTION 8 SHALL HAVE FIRST OCCURRED,