The Hartford 2008 Annual Report Download - page 583

any material respect; (v) Executive is adjudicated in any civil suit to have committed, or acknowledges in writing
or in any agreement or stipulation his/her commission, of any theft, embezzlement, fraud or other intentional act of
dishonesty involving any other person; or (vi) Executive willfully violates the Code of Ethics and Business
Conduct of the Company. Executive shall be permitted to respond and defend himself/herself before the Board
within 30 days after delivery to Executive of written notification of any proposed Termination For Cause that
specifies in detail the reasons for such termination. If the majority of the members of the Board (excluding
Executive) do not confirm that the Company had grounds for a Termination For Cause within 30 days after
Executive has had his/her hearing before the Board, Executive shall have the option of treating his/her
employment as not having terminated or as having been terminated in a Termination Without Cause.
“Termination Without Cause” means any involuntary termination of Executive’s employment by the Company
other than a Termination For Cause, a Termination Due to Disability or a Termination Due to Death.
“Vested Benefits” means amounts that are vested or that Executive is otherwise entitled to receive, without the
performance by Executive of further services or the resolution of a contingency, under the terms of or in
accordance with any investment and savings plan or retirement plan (including any plan providing retiree medical
benefits) of the Company or its affiliates, and any ERPs or ESPs related thereto, and any deferred compensation or
employee stock purchase plan or similar plan or program of the Company or its affiliates.
“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 second anniversary of the date
of termination of the Employment Period, and (B) where compensation is a relevant factor, his/her pensionable
compensation as of such date, such compensation to include, on the same terms as apply to other executives, any
Severance Payment made to Executive, and (ii) solely for purposes vesting in any benefits under any ESPs,
Executive shall be treated as having continued in the Company’s employ until the second anniversary of the date
of termination of the Employment 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