Common use of Non-Solicitation/Non-Hire of Employees Clause in Contracts

Non-Solicitation/Non-Hire of Employees. (a) Xxxxxxx hereby represents that following his Resignation Date he has not, and from the Resignation Date through January 31, 2011 (the “Restricted Period”) he will not, on his own behalf or on behalf of any other person or entity, directly or indirectly, without the written permission of the Director of Human Resources of JPMC: (i) solicit, induce or encourage any of the Firm’s then current employees to leave the Firm or to apply for employment elsewhere or (ii) hire or have any involvement in the solicitation or hiring of any employee or former employee. These restrictions on non-solicitation and hiring apply only to employees or former employees who were employed on the Resignation Date or the Separation Date (y) at or above the level of Executive Director (or the equivalent) in JPMorgan Investment Bank, JPMorgan Cazenove or the office of JPMC’s Chief Investment Officer; or (z) at or above the level of Managing Director in other areas of the Firm, unless (with respect to both (y) and (z)) the individual’s employment was terminated by the Firm for reasons other than “cause” (as defined in the terms and conditions of the 2009 SARs) more than six months before the date of solicitation or hire. During the Restricted Period in response to any employment inquiries from employees covered by these restrictions, Xxxxxxx will say only that he is precluded by agreement from any discussions regarding their employment; Xxxxxxx will not refer such employees elsewhere. For the avoidance of doubt, this Section shall not prohibit any entity with which Xxxxxxx is affiliated from independently, without any direct or indirect involvement by Xxxxxxx, from soliciting or hiring JPMC employees. (b) Notwithstanding any provision of this Agreement to the contrary, Xxxxxxx shall be released from his obligations under Section 7(a), and JPMC shall have no remedy for Xxxxxxx’ violation of Section 7(a), if JPMC materially violates the economic terms of this Agreement such that Xxxxxxx suffers material economic harm; provided, however, that Xxxxxxx must provide JPMC with written notice describing the violation in reasonable detail , and JPMC shall be provided a period of ten days after receipt of such notice to cure such violation, in which case JPMC’s violation will be deemed not to have occurred; provided further that action by JPMC under Section 3 taken in good faith will not constitute a violation of the economic terms of this Agreement.

Non-Solicitation/Non-Hire of Employees. Employee acknowledges that the Company Entities sustain their operations and the goodwill of their clients, customers, policyholders, vendors, consultants, producers, agents and brokers (a“Customers”) Xxxxxxx hereby represents through their employees. The Company Entities have made significant investment in their employees and their ability to establish and maintain relationships with each other and with the Company Entities’ Customers in order to further their operations and cultivate goodwill. Employee acknowledges that following his Resignation Date he the loss of the Company Entities’ employees could adversely affect its operations and jeopardize the goodwill that has been established through these employees, and that the Company Entities therefore have a legitimate interest in preventing the solicitation of their employees. Accordingly, Employee shall not, and from without the Resignation Date through January 31prior written consent of the Company, 2011 (at any time during the “Restricted Period”) he will not, on his own behalf or on behalf of any other person or entity, directly or indirectly, without seek to recruit or solicit, attempt to influence or assist, participate in or promote the written permission solicitation of, or otherwise attempt to adversely affect the employment of any person who was or is employed by any Company Entity on the Separation Date or was employed by any Company Entity within twelve (12) months prior to the Separation Date or thereafter. Without limiting the foregoing restriction, Employee shall not, on behalf of Employee or any other person, hire, employ or engage any such 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. Without limiting the generality of the Director restrictions under this Section, by way of Human Resources of JPMC: example, the restrictions under this Section shall prohibit Employee from (i) solicitinterviewing a Company Entity employee, induce or encourage any of the Firm’s then current employees to leave the Firm or to apply for employment elsewhere or (ii) hire communicating in any manner with a Company Entity employee in connection with a current or have any involvement future employment opportunity outside of the Company, (iii) identifying Company Entity employees to potentially be solicited or hired, (iv) providing information or feedback regarding Company Entity employees seeking employment with the Employees subsequent employer and/or (v) otherwise assisting or participating in the solicitation or hiring of any employee or former a Company Entity employee. These restrictions on nonEmployee further agrees that, during such time, if a person who is employed by any Company Entity contacts Employee about prospective employment, Employee will inform such person that Employee cannot discuss the matter, unless and until consent of the Company has been obtained. Employee shall not provide any other person the name of, or information regarding, any person employed by any Company Entity who contacts Employee about prospective employment. For purposes of this Subsection III(E)(1), requests for consent must be delivered via overnight mail (signature required) to Xxxx X. Xxxxxxxx, Xx., Travelers, Executive Vice President of Human Resources, 000 Xxxxxxxxxx Xxxxxx, Mail Code XX00X, Xx. Xxxx, MN 55102-solicitation and hiring apply only to employees or former employees who were employed on the Resignation Date or the Separation Date (y) at or above the level of Executive Director 1396 (or the equivalent) in JPMorgan Investment Bank, JPMorgan Cazenove or the office of JPMC’s Chief Investment Officer; or (z) at or above the level of Managing Director in other areas of the Firm, unless (with respect to both (y) and (z)) the individual’s employment was terminated by the Firm for reasons other than “cause” (as defined in the terms and conditions of the 2009 SARs) more than six months before the date of solicitation or hire. During the Restricted Period in response to any employment inquiries from employees covered by these restrictions, Xxxxxxx will say only that he is precluded by agreement from any discussions regarding their employment; Xxxxxxx will not refer such employees elsewhere. For the avoidance of doubt, this Section shall not prohibit any entity with which Xxxxxxx is affiliated from independently, without any direct or indirect involvement by Xxxxxxx, from soliciting or hiring JPMC employees. (b) Notwithstanding any provision of this Agreement to the contrary, Xxxxxxx shall be released from his obligations under Section 7(asuccessor), with a copy via overnight mail (signature required) to Xxxxxxx X. Xxxxxx, III, Travelers, Executive Vice President and JPMC shall have no remedy for Xxxxxxx’ violation of Section 7(aGeneral Counsel, 000 Xxxxxxxxxx Xxxxxx, Mail Code LC12L, Xx. Xxxx, MN 55102-1396 (or his successor), if JPMC materially violates the economic terms of this Agreement such that Xxxxxxx suffers material economic harm; provided, however, that Xxxxxxx must provide JPMC with written notice describing the violation in reasonable detail , and JPMC shall be provided a period of ten days after receipt of such notice to cure such violation, in which case JPMC’s violation will be deemed not to have occurred; provided further that action by JPMC under Section 3 taken in good faith will not constitute a violation of the economic terms of this Agreement.

Non-Solicitation/Non-Hire of Employees. (a) Xxxxxxx As an inducement to Acquiror to enter into the Merger Agreement and to consummate the transactions contemplated thereby, Principal hereby represents that following his Resignation Date he has covenants and agrees for the duration of the Restrictive Period to not, and from the Resignation Date through January 31, 2011 (the “Restricted Period”) he will to cause Principal’s Affiliates to not, directly or indirectly on his Principal’s own behalf or on behalf of any other third party, solicit for hire or hire any employee of Acquiror or its Subsidiaries (including the Company), or any person who was an employee of the Company at any time during the Restrictive Period or entity, directly or indirectlyduring the six (6) months prior to the Closing, without the prior written permission consent of Acquiror (which consent may be withheld in Acquiror’s sole and absolute discretion). Notwithstanding the Director of Human Resources of JPMC: foregoing, (i) solicitthe placement of general advertisements that may be targeted to a particular geographic or technical area, induce or encourage any but are not targeted specifically towards those persons who were employees of the Firm’s then current employees Company during the Restrictive Period or the six (6) months prior to leave the Firm or Closing shall not be deemed to apply be a solicitation for employment elsewhere or purposes of this Section 3, (ii) hire or have any involvement in the solicitation under no circumstances shall soliciting or hiring any employee of the Company after the date that is four (4) months from the termination of such person’s employment by the Company, Acquiror or its Subsidiaries be deemed to be a breach of this Section 3, (iii) under no circumstances shall soliciting or hiring any employee of the Company who contacts Principal on employee’s own initiative without direct or indirect solicitation by or encouragement from Principal be deemed to be a breach of this Section 3 and (iv) under no circumstances shall the referral by search firms, employment agencies, or other similar entities of any employee or former employee. These restrictions on non-solicitation and hiring apply only to employees or former employees who were employed on the Resignation Date or the Separation Date (y) at or above the level of Executive Director (or the equivalent) in JPMorgan Investment Bank, JPMorgan Cazenove or the office of JPMC’s Chief Investment Officer; or (z) at or above the level of Managing Director in other areas of the Firm, unless (with respect Company be deemed to both (y) and (z)) the individual’s employment was terminated by the Firm for reasons other than “cause” (as defined in the terms and conditions be a breach of the 2009 SARs) more than six months before the date of solicitation or hire. During the Restricted Period in response to any employment inquiries from employees covered by these restrictions, Xxxxxxx will say only that he is precluded by agreement from any discussions regarding their employment; Xxxxxxx will not refer such employees elsewhere. For the avoidance of doubt, this Section shall 3, provided that such entities have not prohibit any entity with which Xxxxxxx is affiliated from independently, without any direct or indirect involvement been specifically instructed by Xxxxxxx, from soliciting or hiring JPMC employeesPrincipal to solicit such employee of Company. (b) Notwithstanding any provision of this Agreement to the contrary, Xxxxxxx shall be released from his obligations under Section 7(a), and JPMC shall have no remedy for Xxxxxxx’ violation of Section 7(a), if JPMC materially violates the economic terms of this Agreement such that Xxxxxxx suffers material economic harm; provided, however, that Xxxxxxx must provide JPMC with written notice describing the violation in reasonable detail , and JPMC shall be provided a period of ten days after receipt of such notice to cure such violation, in which case JPMC’s violation will be deemed not to have occurred; provided further that action by JPMC under Section 3 taken in good faith will not constitute a violation of the economic terms of this Agreement.

Non-Solicitation/Non-Hire of Employees. Employee acknowledges that the Company Entities sustain their operations and the goodwill of their clients, customers, policyholders, vendors, consultants, producers, agents and brokers (a“Customers”) Xxxxxxx hereby represents through their employees. The Company Entities have made significant investment in their employees and their ability to establish and maintain relationships with each other and with the Company Entities’ Customers in order to further their operations and cultivate goodwill. Employee acknowledges that following his Resignation Date he the loss of the Company Entities’ employees could adversely affect its operations and jeopardize the goodwill that has been established through these employees, and that the Company Entities therefore have a legitimate interest in preventing the solicitation of their employees. Accordingly, Employee shall not, and from without the Resignation Date through January 31prior written consent of the Company, 2011 (at any time during the “Restricted Period”) he will not, on his own behalf or on behalf of any other person or entity, directly or indirectly, without seek to recruit or solicit, attempt to influence or assist, participate in or promote the written permission solicitation of, or otherwise attempt to adversely affect the employment of any person who was or is employed by any Company Entity on the Separation Date or was employed by any Company Entity within twelve (12) months prior to the Separation Date or thereafter. Without limiting the foregoing restriction, Employee shall not, on behalf of Employee or any other person, hire, employ or engage any such person and shall not engage in the aforesaid conduct through a third party for the purpose of colluding to avoid the restrictions in this Subsection III(E)(1). Without limiting the generality of the Director restrictions under this Subsection(E)(1), by way of Human Resources of JPMC: example, the restrictions under this Subsection III(E)(1) shall prohibit Employee from (i) solicitinterviewing a Company Entity employee, induce or encourage any of the Firm’s then current employees to leave the Firm or to apply for employment elsewhere or (ii) hire communicating in any manner with a Company Entity employee in connection with a current or have any involvement future employment opportunity outside of the Company Entity, (iii) identifying Company Entity employees to potentially be solicited or hired, (iv) providing information or feedback regarding Company Entity employees seeking employment with Employee’s subsequent employer and/or (v) otherwise assisting or participating in the solicitation or hiring of any employee or former a Company Entity employee. These restrictions on nonEmployee further agrees that, during such time, if a person who is employed by any Company Entity contacts Employee about prospective employment, Employee will inform such person that Employee cannot discuss the matter, unless and until consent of the Company has been obtained. Employee shall not provide any other person the name of, or information regarding, any person employed by any Company Entity who contacts Employee about prospective employment. For purposes of this Subsection III(E)(1), requests for consent must be delivered via overnight mail (signature required) to Xxxx X. Xxxxxxxx, Xx., Executive Vice President - Human Resources, Travelers, 000 Xxxxxxxxxx Xxxxxx, Mail Code 0000-solicitation and hiring apply only to employees or former employees who were employed on the Resignation Date or the Separation Date (y) at or above the level of Executive Director XX00X, Xxxxx Xxxx, Minnesota 55102-1396 (or the equivalent) in JPMorgan Investment Bank, JPMorgan Cazenove or the office of JPMC’s Chief Investment Officer; or (z) at or above the level of Managing Director in other areas of the Firm, unless (with respect to both (y) and (z)) the individual’s employment was terminated by the Firm for reasons other than “cause” (as defined in the terms and conditions of the 2009 SARs) more than six months before the date of solicitation or hire. During the Restricted Period in response to any employment inquiries from employees covered by these restrictions, Xxxxxxx will say only that he is precluded by agreement from any discussions regarding their employment; Xxxxxxx will not refer such employees elsewhere. For the avoidance of doubt, this Section shall not prohibit any entity with which Xxxxxxx is affiliated from independently, without any direct or indirect involvement by Xxxxxxx, from soliciting or hiring JPMC employees. (b) Notwithstanding any provision of this Agreement to the contrary, Xxxxxxx shall be released from his obligations under Section 7(asuccessor), with a copy via overnight mail (signature required) to Xxxxxxx X. Xxxxxx, III, Executive Vice President and JPMC shall have no remedy for Xxxxxxx’ violation of Section 7(aGeneral Counsel, Travelers, 000 Xxxxxxxxxx Xxxxxx, Mail Code 9275-LC12L, Xxxxx Xxxx, Minnesota 55102-1396 (or his successor), if JPMC materially violates the economic terms of this Agreement such that Xxxxxxx suffers material economic harm; provided, however, that Xxxxxxx must provide JPMC with written notice describing the violation in reasonable detail , and JPMC shall be provided a period of ten days after receipt of such notice to cure such violation, in which case JPMC’s violation will be deemed not to have occurred; provided further that action by JPMC under Section 3 taken in good faith will not constitute a violation of the economic terms of this Agreement.