The Hartford 2008 Annual Report Download - page 562

“Notice of Termination” means (i) in the case of a Termination For Cause, a written notice given by the
Company to Executive, within 30 calendar days of the Company’s having actual knowledge of the events giving
rise to such termination, (ii) in the case of a Termination Without Cause, a written notice given by the Company to
Executive at least 30 calendar days before the effective date of such Termination Without Cause, (iii) in the case
of a Voluntary Termination, a written notice given by Executive to the Company at least 30 calendar days before
the effective date of such termination, and (iv) in the case of a Termination For Good Reason, a written notice
given by Executive to the Company within 180 days of Executive’s having actual knowledge of the events giving
rise to such Termination For Good Reason, and which (A) indicates the specific termination provision in this
Agreement relied upon, (B) sets forth in reasonable detail the facts and circumstances claimed to provide a basis
for termination of the Executive’s employment under the provision so indicated, and (C) if the termination date is
other than the date of receipt of such notice, specifies the termination date of this Agreement (which date shall be
not more than 15 days after the giving of such notice). The failure by Executive to set forth in such Notice of
Termination any fact or circumstance that contributes to a showing of Good Reason shall not waive any right of
Executive hereunder or preclude Executive from asserting such fact or circumstance in enforcing his rights
hereunder.
“Payable” means that a particular benefit shall be paid to Executive in the amount, at the time, and in the form
specified herein.
“Person” has the meaning ascribed to such term in Section 3(a)(9) of the Act, as supplemented by
Section 13(d)(3) of the Act; provided, however, that Person shall not include (i) the Company, any subsidiary of
the Company or any other Person controlled by the Company, (ii) any trustee or other fiduciary holding securities
under any employee benefit plan of the Company or of any subsidiary of the Company, or (iii) a corporation
owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their
ownership of securities of the Company.
“Severance Payment” means a cash amount equal to three times the sum of (i) Executive’s Base Salary at the
rate in effect as of the date on which the Employment Period terminates, and (ii) Executive’s Target Bonus for
such year.
“Termination For Cause” means the Company’s termination of Executive’s employment due to (i) Executive’s
conviction of a felony; (ii) an act or acts of extreme dishonesty or gross misconduct on Executive’s part which
result or are intended to result in material damage to the Company’s business or reputation; or (iii) repeated
material violations by Executive of his obligations under Section 2 of this Agreement, which violations are
demonstrably willful and deliberate on Executive’s part and which result in material damage to the Company’s
business or reputation. Executive shall be permitted to respond and defend himself before the Board within
30 days after delivery to Executive of written notification of any proposed Termination for Cause which specifies
in detail the reasons for such termination. If the majority of the members of the Board (excluding Executive) do
not confirm that the Company had grounds for a Termination For Cause within 30 days after Executive has had his
hearing before the Board, Executive shall have the option of treating his employment as not having terminated or
as having been terminated pursuant to a Termination Without Cause.
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Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009