The Hartford 2014 Annual Report Download - page 278

(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.
“Net After-Tax Receipt” means the Present Value of a payment net of all taxes imposed with respect thereto under
Sections 1 and 4999 of the Code, under applicable state and local laws, and for Social Security, Medicare or other
employment tax purposes, determined by applying the highest marginal rate under Section 1 of the Code and under
state and local laws that applied to your taxable income for the immediately preceding taxable year, or such other rate(s)
as you shall certify as likely to apply to you in the relevant tax year(s).
"Present Value" means such value as determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the
Code.
"Reduced Amount" means the smallest amount of Plan payments that (i) has a Present Value that is less than the
Present Value of all Plan payments, and (ii) results in aggregate Net After-Tax Receipts for all payments that are greater
than the Net After-Tax Receipts for all payments that would result if the aggregate Present Value of Plan payments
were any other amount that is less than the Present Value of all Plan payments.
“Termination For Cause” For purposes of this Section 11 only, a Termination For Cause is limited to the following: a
termination of your employment due to (1) a felony conviction; (2) an act or acts of dishonesty or gross misconduct on
your part that result or are intended to result in damage to the Company’s business or reputation; or (3) repeated
violations of your obligations to devote your full attention during normal business hours to the business and affairs of
the Company and to use your best efforts to perform faithfully and efficiently the
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