The Hartford 2008 Annual Report Download - page 643

(iv) Repayment or Additional Payment in Certain Circumstances.
(A) Repayment. In the event that the Excise Tax is subsequently determined by the Accountants or
pursuant to any proceeding or negotiations with the Internal Revenue Service to be less than the
amount taken into account hereunder in calculating the Tax Reimbursement Payment made, Executive
shall repay to the Company, at the time that the amount of such reduction in the Excise Tax is finally
determined, the portion of such prior Tax Reimbursement Payment that would not have been paid if
such lesser Excise Tax had been applied in initially calculating such Tax Reimbursement Payment.
Notwithstanding the foregoing, in the event any portion of the Tax Reimbursement Payment to be
repaid to the Company has been paid to any Federal, state or local tax authority, repayment thereof
shall not be required until actual refund or credit of such portion has been made to Executive by the
applicable tax authority. Executive and the Company shall mutually agree upon the course of action to
be pursued (and the method of allocating the expenses thereof) if Executive’s good faith claim for
refund or credit is denied.
(B) Additional Tax Reimbursement Payment. In the event that the Excise Tax is later determined by
the Accountants or pursuant to any proceeding or negotiations with the Internal Revenue Service to
exceed the amount taken into account hereunder at the time the Tax Reimbursement Payment is made
(including, but not limited to, by reason of any payment the existence or amount of which cannot be
determined at the time of the Tax Reimbursement Payment), the Company shall make an additional
Tax Reimbursement Payment in respect of such excess (plus any interest or penalty payable with
respect to such excess) at the time that the amount of such excess is finally determined.
(v) Timing for Tax Reimbursement Payment. The Tax Reimbursement Payment (or portion thereof)
provided for in this Section 7 shall be paid to Executive not later than 10 business days following the
payment of the Covered Payments; provided, however, that if the amount of such Tax Reimbursement
Payment (or portion thereof) cannot be finally determined on or before the date on which payment is due,
the Company shall pay to Executive by such date an amount estimated in good faith by the Accountants to
be the minimum amount of such Tax Reimbursement Payment and shall pay the remainder of such Tax
Reimbursement Payment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code)
as soon as the amount thereof can be determined, but in no event later than 45 calendar days after
payment of the related Covered Payment. To the extent that the amount of the estimated Tax
Reimbursement Payment exceeds the amount subsequently determined to have been due, Executive shall
pay such excess to the Company on the fifth business day after written demand by the Company for
payment.
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Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009