The Hartford 2008 Annual Report Download - page 564

(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 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.
“Voluntary Termination” means a termination of employment by Executive other than a Termination For Good
Reason, a Termination Due to Disability by Executive, or a Termination Due to Death.
“Welfare Benefits Continuation” shall have the same meaning as that described in Section 5 hereof, except that
the entitlement of Executive and/or his dependents to participation in the Welfare Benefit Plans shall continue
until the third anniversary of the Date of Termination.
(e) Out-Placement Services. If the Employment Period terminates because of a Termination Without Cause or a
Termination For Good Reason, Executive shall be entitled to out-placement services, provided by the Company or its
designee at the Company’s expense, for 12 months following the Date of Termination, or such lesser period as the
Executive may require such services.
(f) Certain Further Payments by Company.
(i) Tax Reimbursement Payment. In the event that any amount or benefit paid or distributed to Executive
pursuant to this Agreement, taken together with any amounts or benefits otherwise paid or distributed to Executive
by the Company or any affiliate (collectively, the “Covered Payments”), are or become subject to the tax (the
“Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended, or any similar tax
that may hereafter be imposed, the Company shall pay to the Executive at the time specified in this Section an
additional amount (the “Tax Reimbursement Payment”) such that the net amount retained by the Executive with
respect to such Covered Payments, after deduction of any Excise Tax on the Covered Payments and any Federal,
state and local income tax and other tax on the Tax Reimbursement Payment provided for by this Section, but
before deduction for any Federal, state or local income or employment tax withholding on such Covered
Payments, shall be equal to the amount of the Covered Payments.
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Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009