The Hartford 2008 Annual Report Download - page 533

(iii) any merger, consolidation, recapitalization or reorganization of the Company approved by the
stockholders of the Company shall be consummated, other than any such transaction immediately
following which the persons who were the Beneficial Owners of the outstanding securities of the
Company entitled to vote in the election of directors of the Company immediately prior to such
transaction are the Beneficial Owners of at least 55% of the total voting power represented by the
securities of the entity surviving such transaction entitled to vote in the election of directors of such
entity (or the ultimate parent of such entity) in substantially the same relative proportions as their
ownership of the securities of the Company entitled to vote in the election of directors of the Company
immediately prior to such transaction; provided that, such continuity of ownership (and preservation of
relative voting power) shall be deemed to be satisfied if the failure to meet such threshold (or to
preserve such relative voting power) is due solely to the acquisition of voting securities by an employee
benefit plan of the Company, such surviving entity or any subsidiary of such surviving entity;
(iv) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or
substantially all the assets of the Company approved by the stockholders of the Company shall be
consummated; or
(v) within any 24 month period, the persons who were directors of the Company immediately before the
beginning of such period (the “Incumbent Directors”) shall cease (for any reason other than death) to
constitute at least a majority of the Board or the board of directors of any successor to the Company,
provided that any director who was not a director at the beginning of such period shall be deemed to be
an Incumbent Director if such director (A) was elected to the Board by, or on the recommendation of or
with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors either
actually or by prior operation of this clause (v), and (B) was not designated by a person who has entered
into an agreement with the Company to effect a transaction described in clause (iii) or (iv) of this
definition of the term Change of Control in Section 6(d) of this Agreement.
“Date of Termination” means (i) in the case of a termination of the Employment Period for which a Notice of
Termination is required, the date of receipt of such Notice of Termination or, if later, the date specified therein, as
the case may be, or (ii) in all other cases, the actual date on which Executive’s employment terminates during the
Employment Period.
“Not Payable” means that a particular benefit shall not be paid or otherwise provided to Executive.
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Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009