The Hartford 2008 Annual Report Download - page 536

“Vested Benefits Enhancement” means (i) a cash amount equal to the present value, calculated using a discount
rate equal to the then prevailing applicable Federal rate as determined under Section 1274(d) of the Internal
Revenue Code of 1986, as amended (the “Code”), of the additional retirement benefits that would have been
payable or available to Executive under any ERPs, based on (A) the age and service Executive would have
attained or completed had Executive continued in the Company’s employ until the third anniversary of the
occurrence of the Change of Control, and (B) where compensation is a relevant factor, his pensionable
compensation as of the Date of Termination, such compensation to include, on the same terms as apply to other
executives, any Severance Payment made to Executive, (ii) solely for purposes of vesting in any benefits under
any ESPs, Executive shall be treated as having continued in the Company’s employ until the third anniversary of
the occurrence of such Change of Control, and (iii) solely for purposes of determining eligibility for retiree
medical benefits under any retirement plan or any retiree welfare benefit plan, policy or program of the Company
or its affiliates, and any ERPs related thereto, Executive shall be treated as having continued in the Company’s
employ until the third anniversary of the occurrence of such Change of Control and to have retired on the last day
of such period. A Vested Benefits Enhancement shall only be applicable in the event that Executive’s employment
by the Company terminates prior to July 1, 2009.
“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.
(e) 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.
(f) 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.
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Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009