The Hartford 2008 Annual Report Download - page 509

“Voluntary Termination” means a termination of employment by Executive other than a Termination For Good
Reason, a Termination Due to Disability by Executive, or a Termination Due to Death.
“Welfare Benefits Continuation” shall have the same meaning as that described in Section 5 hereof, except that the
entitlement of Executive and/or his dependents to participation in the Welfare Benefit Plans shall continue until the
third anniversary of the Date of Termination.
(d) Out-Placement Services. If the Employment Period terminates because of a Termination Without Cause or a
Termination For Good Reason, Executive shall be entitled to out-placement services, provided by the Company or its
designee at the Company’s expense, for 12 months following the Date of Termination, or such lesser period as the Executive
may require such services.
(e) Certain Further Payments by Company.
(i) Tax Reimbursement Payment. In the event that any amount or benefit paid or distributed to Executive pursuant to
this Agreement, taken together with any amounts or benefits otherwise paid or distributed to Executive by the
Company or any affiliate (collectively, the “Covered Payments”), are or become subject to the tax (the “Excise Tax”)
imposed under Section 4999 of the Internal Revenue Code of 1986, as amended, or any similar tax that may hereafter
be imposed, the Company shall pay to the Executive at the time specified in this Section an additional amount (the
“Tax Reimbursement Payment”) such that the net amount retained by the Executive with respect to such Covered
Payments, after deduction of any Excise Tax on the Covered Payments and any Federal, state and local income tax and
other tax on the Tax Reimbursement Payment provided for by this Section, but before deduction for any Federal, state
or local income or employment tax withholding on such Covered Payments, shall be equal to the amount of the
Covered Payments.
(ii) Applicable Rules. For purposes of determining whether any of the Covered Payments will be subject to the Excise
Tax and the amount of such Excise Tax,
(A) such Covered Payments will be treated as “parachute payments” within the meaning of Section 280G of the
Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the
Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment
of the Company’s independent certified public accountants appointed prior to the Effective Date or tax counsel
selected by such accountants (the “Accountants”), the Company has a reasonable basis to conclude that such
Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable
compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code)
in excess of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and
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Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009