The Hartford 2008 Annual Report Download - page 508

“Termination For Good Reason” means the occurrence of any of the following after the occurrence of a Change of
Control:
(i) (A) the assignment to Executive of any duties inconsistent in any material adverse respect with Executive’s
position, duties, authority or responsibilities as contemplated by Section 2 of this Agreement, or (B) any other
material adverse change in such position, including titles, authority or responsibilities;
(ii) any failure by the Company to comply with any of the provisions of Sections 3 and 4 of this Agreement at a
level of least equal to that in effect immediately preceding the Change of Control, other than an insubstantial or
inadvertent failure remedied by the Company promptly after receipt of notice thereof given by Executive;
(iii) the Company’s requiring Executive to be based at any office or location more than 25 miles from the location
at which he performed his services specified under Section 2 hereof immediately prior to the Change of Control,
except for travel reasonably required in the performance of Executive’s responsibilities;
(iv) any failure by the Company to obtain the assumption and agreement to perform this Agreement by a successor
as contemplated by Section 10(d) hereof; or
(v) any attempt by the Company to terminate the Executive’s employment in a Termination For Cause that is
determined by the Board pursuant to Section 5(c) hereof, or in a proceeding pursuant to Section 9 or Section 10
hereof, not to constitute a Termination For Cause.
Notwithstanding the foregoing, a termination of Executive’s employment shall not be treated as a Termination For
Good Reason (I) if Executive shall have consented in writing to the occurrence of the event giving rise to the claim of
Termination For Good Reason, or (II) if Executive shall have delivered a Notice of Termination 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.
“Vested Benefits Enhancement” means (i) a cash amount equal to the present value, calculated using a discount rate
equal to the then prevailing applicable Federal rate as determined under Section 1274(d) of the Internal Revenue Code
of 1986, as amended (the “Code”), of the additional retirement benefits that would have been payable or available to
Executive under any ERPs, based on (A) the age and service Executive would have attained or completed had
Executive continued in the Company’s employ until the third anniversary of the occurrence of the Change of Control,
and (B) where compensation is a relevant factor, his pensionable compensation as of the Date of Termination, such
compensation to include, on the same terms as apply to other executives, any Severance Payment made to Executive,
(ii) solely for purposes of vesting in any benefits under any ESPs, Executive shall be treated as having continued in the
Company’s employ until the third anniversary of the occurrence of such Change of Control, and (iii) solely for the
purposes of determining eligibility for retiree medical benefits under any retirement plan or any retiree welfare benefit
plan, policy or program of the Company or its affiliates, and any ERPs related thereto, Executive shall be treated as
having continued in the Company’s employ until the third anniversary of the occurrence of such Change of Control and
to have retired on the last day of such period. A Vested Benefits Enhancement shall only be applicable in the event that
Executive’s employment by the Company terminates prior to July 1, 2009.
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Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009