The Hartford 2014 Annual Report Download - page 276

11. Severance Pay in the Event of a Change of Control
(A) Post-Change of Control Severance Pay. In the event of a Change of Control (as defined below), if, within the two-year
period following such Change of Control, you are a Covered Employee whom the Plan Administrator has approved for
participation in this Plan or whom the Plan Administrator had approved for participation in this Plan as of immediately prior to
the Change of Control, and (i) you are involuntarily terminated by the Company for any reason other than in a Termination For
Cause (as defined below), a termination due to death or a termination on account of total disability that results in your
qualifying for benefits under the Company’s Long Term Disability Plan for Salaried Employees, or (ii) you voluntarily
terminate employment with the Company in a Termination for Good Reason (as defined below), then you shall receive
severance pay and be eligible for a pro-rata annual bonus as provided in Sections 5 and 6, payable as described in Section 8,
except that, in such a case, the amount of severance pay shall be equal to two times your Base Pay rather than the amount
provided for in Section 5. For this purpose, when determining the amounts payable, the Base Pay and Target Bonus taken into
account shall not be less than your greatest Base Pay and Target Bonus in effect at any time since the date immediately prior to
the Change of Control. Following a Change of Control, the term “Company” shall also include any successor in interest to any
of the entities included in the definition of Company immediately prior to the Change of Control and any affiliate of such
successor entity by which a person who was a Covered Employee immediately prior to the Change 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
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