The Hartford 2008 Annual Report Download - page 647

(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, Executive’s 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.
(f) Entire Agreement. This Agreement together with the employment relationship between the parties
constitutes the entire agreement between the parties hereto with respect to the matters referred to herein. In
consideration of the mutual covenants herein contained and Executive’s continued participation in certain
incentive compensation plans pursuant to which the level, if any, of participation is determined by the
administrators of such plans, this Agreement supersedes and replaces any prior or subsequent severance
plan or arrangement that otherwise would apply to Executive following a Change of Control, including any
prior Key Executive Employment Protection Agreement. No other agreement relating to the terms of
Executive’s employment by the Company, oral or otherwise, shall be binding between the parties unless it is in
writing and signed by the party against whom enforcement is sought. There are no promises, representations,
inducements or statements between the parties other than those that are expressly contained herein.
Executive acknowledges that he or she is entering into this Agreement of his or her own free will and accord,
and with no duress, and that he or she has read this Agreement and that he or she understands it and its legal
consequences.
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Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009