The Hartford 2008 Annual Report Download - page 640

(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); or
(v) any attempt by the Company and/or the Subsidiaries to terminate Executive’s employment in a
Termination For Cause that is determined 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.
“Termination Without Cause” means any involuntary termination of Executive’s employment by the
Company and/or the Subsidiaries, other than a Termination For Cause, a Termination Due to Disability by the
Company 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 employ of the Company and/or the
Subsidiaries until the second anniversary of the Date of Termination, and (B) where compensation is a
relevant factor, Executive’s pensionable compensation as of such 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 employ of the Company and/or the Subsidiaries until the second anniversary of such Date of
Termination, 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 employ of the Company and/or the
Subsidiaries until the second 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 and/or the Subsidiaries terminates prior to July 1, 2009.
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Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009