The Hartford 2008 Annual Report Download - page 535

“Termination For Good Reason” means the occurrence of any of the following after the occurrence of a Change
of Control:
(i) (A)the assignment to Executive of any duties inconsistent in any material adverse respect
with Executive’s position, duties, authority or responsibilities as contemplated by Section 2
of this Agreement, or (B) any other material adverse change in such position, including
titles, authority or responsibilities;
(ii) any failure by the Company to comply with any of the provisions of Sections 3 and 4 of this
Agreement at a level of least equal to that in effect immediately preceding the Change of
Control, other than an insubstantial or inadvertent failure remedied by the Company
promptly after receipt of notice thereof given by Executive;
(iii) the Company’s requiring Executive to be based at any office or location more than 25 miles
from the location at which he performed his services specified under Section 2 hereof
immediately prior to the Change of Control, except for travel reasonably required in the
performance of Executive’s responsibilities;
(iv) any failure by the Company to obtain the assumption and agreement to perform this
Agreement by a successor as contemplated by Section 10(d) hereof; or
(v) any attempt by the Company to terminate the Executive’s employment in a Termination For
Cause that is determined in a proceeding pursuant to Section 9 or Section 10 hereof not to
constitute a Termination For Cause.
Notwithstanding the foregoing, a termination of Executive’s employment shall not be treated as a Termination For
Good Reason (I) if Executive shall have consented in writing to the occurrence of the event giving rise to the
claim of Termination For Good Reason, or (II) if Executive shall have delivered a Notice of Termination to the
Company, and the facts and circumstances specified therein as providing a basis for such Termination For Good
Reason are cured by the Company within 10 days of its receipt of such Notice of Termination.
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Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009