The Hartford 2014 Annual Report Download - page 262

(A) Definitions.
For purposes of this Section 11:
“Change of Control” means an event that qualifies as a Change of Control under The Hartford 2014 Incentive Stock
Plan, as it may be amended from time to time.
"Termination For Good Reason" means a termination of your employment due to the occurrence of any of the
following after the occurrence of a Change of Control, where notice of termination is provided as described below:
(i) (A) the assignment to you of any duties inconsistent in any material adverse respect with your position, duties,
authority or responsibili-ties, or (B) any other material adverse change in such position, including titles, authority or re-
sponsibilities;
(ii) a material reduction in your Base Pay or Target Bonus;
(iii) the Company's requiring you to be based at any office or location more than 50 miles from the location at which
you performed your services immediately prior to the Change of Control (provided that such change of office or
location also entails a substantially longer commute from your home), except for travel reasonably required in the
performance of your responsibilities;
(iv) any failure by the Company to obtain the assumption and agreement to perform the provisions of this Plan by a
successor; or
(v) a Termination asserted by the Company to be For Cause that is subsequently determined in a proceeding pursuant to
Section 16(A) hereof not to constitute a Termination For Cause.
Except with respect to an event described in subclause (v), you must provide written notice of Termination For Good
Reason to the Plan Administrator within 180 days of your having actual knowledge of the events giving rise to such
Termination For Good Reason, which sets forth in reasonable detail the facts and circumstances claimed to provide a
basis for Termination For Good Reason, along with the applicable date of termination if other than the date of receipt of
such notice (which date shall not be more than 15 days after the giving of such notice), provided that your failure to set
forth in the notice of termination any fact or circumstance that contributes to a showing of Good Reason shall not waive
any right you have or preclude you from asserting such fact or circumstance in enforcing your rights hereunder.
Notwithstanding the foregoing, a termination of your employment shall not be treated as a Termination For Good
Reason if (i) you have consented in writing to the occurrence of the event giving rise to the claim of Termination For
Good Reason, or (ii) if you have delivered a notice of termination based on a claim of Termination For Good Reason to
the Company, and the facts and circumstances specified therein as providing a basis for such Termination For Good
Reason are cured by the Company within 10 days of its receipt of such notice of termination.
II-15