The Hartford 2008 Annual Report Download - page 542

10. Miscellaneous.
(a) Survival. All of the provisions of Sections 5 (relating to termination of the Employment Period prior to a Change
of Control), 6 (relating to termination of the Employment Period following a Change of Control), 9 (relating to
noncompetition, confidentiality, nonsolicitation and Company property), 10(b) (relating to arbitration), 10(c)
(relating to legal fees) and 10(n) (relating to governing law) of this Agreement shall survive the termination of this
Agreement.
(b) Arbitration. Except as provided in Section 9, any dispute or controversy arising under or in connection with this
Agreement shall be resolved by binding arbitration. Such arbitration shall be held in the city of Hartford,
Connecticut and except to the extent inconsistent with this Agreement, shall be conducted in accordance with the
Commercial Arbitration Rules of the American Arbitration Association in effect at the time of the arbitration, and
otherwise in accordance with the principles that would be applied by a court of law or equity. The arbitrator shall
be acceptable to both the Company and Executive. If the parties cannot agree on an acceptable arbitrator, the
dispute or controversy shall be heard by a panel of three arbitrators; one appointed by each of the parties and the
third appointed by the other two arbitrators. The Company and Executive further agree that they will abide by and
perform any award or awards rendered by the arbitrators and that a judgment may be entered on any award or
awards rendered by any state or federal court having jurisdiction over the Company or Executive or any of their
respective property.
(c) Legal Fees and Expenses. In any contest (whether initiated by Executive or by the Company) as to the validity,
enforceability or interpretation of any provision of this Agreement, the Company shall pay Executive’s legal
expenses (or cause such expenses to be paid) including, without limitation, his reasonable attorney’s fees, on a
quarterly basis, upon presentation of proof of such expenses in a form acceptable to the Company, provided that
Executive shall reimburse the Company for such amounts, plus simple interest thereon at the 90-day United States
Treasury Bill rate as in effect from time to time, compounded annually, if Executive shall not prevail, in whole or
in part, as to any material issue as to the validity, enforceability or interpretation of any provision of this
Agreement.
(d) Successors; Binding Effect. This Agreement shall inure to the benefit of and be binding upon the Company and
its successors. The Company shall require any successor to all or substantially all of the business and/or assets of
the Company, whether direct or indirect, by purchase, merger, consolidation, acquisition of stock, or otherwise, by
an agreement in form and substance satisfactory to Executive, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent as the Company would be required to perform the
Agreement if no such succession had taken place. This Agreement is personal to the Executive and, without the
prior written consent of the Company, shall not be assignable by Executive otherwise than by will or the law of
descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive’s legal
representatives.
(e) Assignment. Except as provided in Section 10(d), neither this Agreement nor any of the rights or obligations
hereunder shall be assigned or delegated by any party hereto without the prior written consent of the other party.
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Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009