The Hartford 2014 Annual Report Download - page 261

of Control is employed.
(B) Reduction of Severance Pay to Reduced Amount in Certain Circumstances.
(i) Determination of Existence of Reduced Amount. Notwithstanding anything herein to the contrary, in the event that
Deloitte and Touche or such other nationally recognized public accounting firm as is designated by the Company prior
to the Change of Control (the "Accounting Firm") shall determine that your receipt of payments hereunder would
subject you to tax under Section 4999 of the Code, the Accounting Firm shall determine whether some amount of the
aggregate payments meets the definition of Reduced Amount (defined below). All determinations made by the
Accounting Firm under this Section shall be binding upon the Company and you and shall be made within 60 days of
your termination of employment.
(ii) Consequences of Determination of Existence of Reduced Amount. If the Accounting Firm determines that there is a
Reduced Amount as provided in the preceding paragraph, then the aggregate severance payments shall be reduced to
such Reduced Amount, provided that the net after-tax amount that the Accounting Firm projects that you will receive, if
such reduction is made, is not less than the net after-tax amount that the Accounting Firm projects that you will receive
if such reduction is not made.
(iii) Consequences of Overpayment or Underpayment of Amounts. As a result of the uncertainty in the application of
Section 4999 of the Code at the time of the initial determination by the Accounting Firm under Section 11(B)(i) hereof,
it is possible that amounts will have been paid or distributed by the Company pursuant to the Plan that should not have
been so paid or distributed ("Overpayment"), or that additional amounts that will have not been paid or distributed by
the Company pursuant to this Plan that could have been so paid or distributed ("Underpayment"), in each case,
consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon
the assertion of a deficiency by the Internal Revenue Service against either the Company or you that the Accounting
Firm believes has a high probability of success, determines that an Overpayment has been made, any such
Overpayment paid or distributed by the Company shall be deemed for all purposes to be a loan to you made on the date
of receipt of the Overpayment, which you shall have an obligation to repay to the Company on demand, together with
interest on such amount at the applicable federal rate provided for in Section 7872(f)(2) of the Code. In the event that
the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has
occurred, any such Underpayment shall be promptly paid by the Company together with interest at the applicable
federal rate provided for in Section 7872(f)(2) of the Code.
(iv) Fees and Expenses of Accounting Firm. All fees and expenses of the Accounting Firm in implementing the
provisions of this Section 11(B) shall be borne by the Company.
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