The Hartford 2008 Annual Report Download - page 547

2. Position and Duties.
During the Employment Period, Executive shall serve as Executive Vice President, General Counsel and as a member of the
Office of the Chairman of the Company, and/or in such other position or positions with the Company or its affiliates
commensurate with his position and experience as the Board of Directors of the Company (the “Board”) shall from time to
time specify. During the Employment Period, Executive shall have the duties, responsibilities and obligations customarily
assigned to individuals serving in the position or positions in which Executive serves hereunder and such other duties,
responsibilities and obligations as the Board or the Chairman shall from time to time specify. Executive shall devote his full
time to the services required of him hereunder, except for vacation time and reasonable periods of absence due to sickness,
personal injury or other disability, and shall use his best efforts, judgment, skill and energy to perform such services in a
manner consonant with the duties of his position and to improve and advance the business and interests of the Company and
its affiliates. During the Employment Period, Executive shall comply with the Code of Conduct of the Company. Unless and
to the extent inconsistent with the terms of any published Company policy or code of conduct as in effect on the date hereof
and as hereafter amended, nothing contained herein shall preclude Executive from (a) serving on the board of directors of
any business corporation with the consent of the Board, (b) serving on the board of, or working for, any charitable or
community organization, or (c) pursuing his personal financial and legal affairs, so long as the foregoing activities,
individually or collectively, do not interfere with the performance of Executive’s duties hereunder or violate any of the
provisions of Section 9 hereof.
3. Compensation.
(a) Base Salary. During the Employment Period, the Company shall pay Executive a base salary at the annual rate as
in effect on the date hereof. The annual base salary payable under this paragraph shall be reduced, however, to the
extent that Executive elects to defer such salary under the terms of any deferred compensation or savings plan or
arrangement maintained or established by the Company or its affiliates. The Board or the appropriate committee of the
Board may in its discretion periodically review Executive’s base salary in light of competitive practices, the base
salaries paid to other executive officers of the Company and the performance of Executive and the Company and its
applicable affiliates, and may, in its discretion, increase such base salary by an amount it determines to be appropriate.
Any such increase shall not reduce or limit any other obligation of the Company hereunder. Executive’s base salary (as
set forth above or as may be increased from time to time) shall not be reduced following any Change of Control, but
may be reduced prior to a Change of Control solely pursuant to a cost-saving plan or structural realignment of total
compensation elements that includes all senior executives and only to the extent that such reduction is proportionate to
the reductions applicable to other senior executives. Executive’s annual base salary payable hereunder, as it may be
increased or reduced from time to time as provided herein and without reduction for any amounts deferred as described
above, shall be referred to herein as “Base Salary.” The Company shall pay Executive the portion of his Base Salary
not deferred not less frequently than in equal monthly installments.
2
Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009