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on or before the inception date of the Policy, either directly or indirectly, in any combination, by
<br /> one or more other Subsidiaries.
<br /> T. Wrongful Act means any actual or alleged negligent act, error, omission, misstatement,
<br /> misleading statement or Personal Injury Offense committed by the Insured or by any other
<br /> person or entity for whom the Insured is legally liable in the performance of or failure to perform
<br /> Professional Services.
<br /> U. Wrongful Employment Practices means any actual or alleged;
<br /> 1. wrongful dismissal or discharge or termination of employment, whether actual or constructive;
<br /> 2. employment-related misrepresentation;
<br /> 3, violation of any federal, state, or local laws (whether common or statutory) concerning
<br /> employment or discrimination in employment;
<br /> 4. sexual harassment or other unlawful workplace harassment;
<br /> 5. wrongful deprivation of a career opportunity or failure to employ or promote;
<br /> 6. wrongful discipline of employees;
<br /> 7. retaliation against employees for the exercise of any legally protected right or for engaging in
<br /> any legally protected activity;
<br /> 8. negligent evaluation of employees;
<br /> 9. failure to adopt adequate workplace or employment policies and procedures;
<br /> 10. employment-related libel, slander, defamation, or invasion of privacy;
<br /> 11. employment-related wrongful infliction of emotional distress;
<br /> 12, any actual or alleged discrimination, sexual harassment, or violation of a natural person's civil
<br /> rights relating to such discrimination or sexual harassment, whether direct, indirect, intentional
<br /> or unintentional.
<br /> The foregoing definitions shall apply equally to the singular and plural forms of the respective words.
<br /> Ill. EXCLUSIONS
<br /> The Company shall not be liable for Damages or Claims Expenses on account of any Claim:
<br /> A. alleging, based upon, arising out of, or attributable to any dishonest, fraudulent, criminal or
<br /> malicious act or omission, or any intentional or knowing violation of the law by an Insured,
<br /> however, this exclusion shall not apply to Claims Expenses or the Company's duty to defend
<br /> any such Claim unless and until there is an adverse admission by, finding of fact, or final
<br /> adjudication against any Insured as to such conduct, at which time the Insured shall
<br /> reimburse the Company for all Claims Expenses incurred;
<br /> B. alleging, based upon, arising out of, or attributable to any Bodily Injury or Property Damage;
<br /> C. alleging, based upon, arising out of, or attributable to any liability of others assumed by the
<br /> Insured under any express, implied, actual or constructive contract or agreement, unless such
<br /> liability would have attached to the Insured even in the absence of such contract or
<br /> agreement;
<br /> D. alleging, based upon, arising out of, or attributable to Professional Services performed for
<br /> any entity if at the time the Professional Services were performed:
<br /> 1. any Insured, or any other natural person or entity for whom or which an Insured is legally
<br /> liable, was a partner, director, officer or employee of such entity;
<br /> 2. any Insured, or any other natural person or entity for whom or which an Insured is legally
<br /> liable, owned, directly or indirectly, 10% or more of any such entity if it was a publicly held
<br /> company, or 30% or more of any such entity if it was a privately held or not-far-profit
<br /> company;
<br /> E. brought or maintained by, on behalf of, or in the right of any Insured;
<br /> F. alleging, based upon, arising out of or attributable to any Wrongful Employment Practice;
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<br /> PF-18874(02106) Page 4 of 10
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