The Hartford 2008 Annual Report Download - page 506

(iii) any merger, consolidation, recapitalization or reorganization of the Company approved by the stockholders of
the Company shall be consummated, other than any such transaction immediately following which the persons
who were the Beneficial Owners of the outstanding securities of the Company entitled to vote in the election of
directors of the Company immediately prior to such transaction are the Beneficial Owners of at least 55% of the
total voting power represented by the securities of the entity surviving such transaction entitled to vote in the
election of directors of such entity (or the ultimate parent of such entity) in substantially the same relative
proportions as their ownership of the securities of the Company entitled to vote in the election of directors of the
Company immediately prior to such transaction; provided that, such continuity of ownership (and preservation of
relative voting power) shall be deemed to be satisfied if the failure to meet such threshold (or to preserve such
relative voting power) is due solely to the acquisition of voting securities by an employee benefit plan of the
Company, such surviving entity or any subsidiary of such surviving entity;
(iv) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or
substantially all the assets of the Company approved by the stockholders of the Company shall be consummated;
or
(v) within any 24 month period, the persons who were directors of the Company immediately before the beginning
of such period (the “Incumbent Directors”) shall cease (for any reason other than death) to constitute at least a
majority of the Board or the board of directors of any successor to the Company, provided that any director who
was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director (A)
was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the
directors who then qualified as Incumbent Directors either actually or by prior operation of this clause (v), and
(B) was not designated by a person who has entered into an agreement with the Company to effect a transaction
described in clause (iii) or (iv) of this definition of the term Change of Control in Section 6(d) of this Agreement.
“Date of Termination” means (i) in the case of a termination of the Employment Period for which a Notice of
Termination is required, the date of receipt of such Notice of Termination or, if later, the date specified therein, as the
case may be, or (ii) in all other cases, the actual date on which Executive’s employment terminates during the
Employment Period.
“Not Payable” means that a particular benefit shall not be paid or otherwise provided to Executive.
“Notice of Termination” means (i) in the case of a Termination For Cause, a written notice given by the Company to
Executive, within 30 calendar days of the Company’s having actual knowledge of the events giving rise to such
termination, (ii) in the case of a Termination Without Cause, a written notice given by the Company to Executive at
least 30 calendar days before the effective date of such Termination Without Cause, (iii) in the case of a Voluntary
Termination, a written notice given by Executive to the Company at least 30 calendar days before the effective date of
such termination, and (iv) in the case of a Termination For Good Reason, a written notice given by Executive to the
Company within
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Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009