The Hartford 2014 Annual Report Download - page 277

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.
(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
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