EXHIBIT 10.1
EMPLOYMENT AGREEMENT
--------------------
EMPLOYMENT AGREEMENT, dated as of July 1, 2000, by and between The Hartford
Financial Services Group, Inc. ("The Hartford" or the "Company"), a Delaware
corporation, and Thomas M. Marra ("Executive").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company wishes to recognize the substantial services
that Executive has provided to the Company; and
WHEREAS, the Company desires that Executive continue to perform
such services and to enter into an agreement embodying the terms of such
employment (the "Agreement"); and
WHEREAS, Executive desires to continue such employment and enter
into such Agreement;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the Company and Executive hereby agree as follows:
1. EMPLOYMENT.
----------
(a) AGREEMENT TO EMPLOY. Upon the terms and subject to the conditions of
-------------------
this Agreement, the Company hereby agrees to continue to employ
Executive and Executive hereby agrees to continue his employment by
the Company.
(b) TERM OF EMPLOYMENT. Except as otherwise provided below, the Company
------------------
shall employ Executive for the period commencing on July 1, 2000 (the
"Commencement Date") and ending on the third anniversary of the
Commencement Date. At the expiration of the original term or any
extended term (each a "Renewal Date"), Executive's employment
hereunder shall be extended automatically, upon the same terms and
conditions, for successive one-year periods, unless either party
shall give written notice to the other of its intention not to renew
such employment at least fifteen months prior to such Renewal Date.
Without limiting the generality of the foregoing, upon the occurrence
of a Change of Control (as defined below), the term of this Agreement
shall be extended automatically without any action by either party
until the third anniversary of such Change of Control.
Notwithstanding the foregoing, if not previously terminated pursuant
to Sections 1(b), 5(a) or 6(a), the term of this Agreement shall
terminate on the last day of the month in which Executive attains age
65, and such a termination upon Executive reaching age 65 shall be
deemed to be a Termination Due to Retirement for purposes of this
Agreement. The period during which Executive is employed pursuant to
this Agreement, including any extension thereof in accordance with
this Section 1(b), shall be referred to as the "Employment Period."
<PAGE>
2. POSITION AND DUTIES.
-------------------
During the Employment Period, Executive shall serve as Executive Vice President
of The Hartford and Chief Operating Officer of Hartford Life, Inc. 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") or the Chairman of the Company (the "Chairman") 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, judgement, 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 or the
Chairman, (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 -
<PAGE>
(b) ANNUAL BONUS. For each calendar year ending during the Employment
------------
Period, Executive shall have the opportunity to earn and receive an
annual bonus, based on the achievement of target levels of
performance, equal to the percentage of his Base Salary used to
calculate such annual bonus as of the date hereof. Executive's annual
bonus opportunity may be increased above such percentage from time to
time by the Board or the appropriate committee thereof. Executive's
annual bonus opportunity 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 bonus
opportunity, as it may be increased or reduced from time to time as
provided herein, shall be referred to herein as "Target Bonus." The
actual bonus, if any, payable for any such year shall be determined
in accordance with the terms of the Company's Annual Executive Bonus
Program or any successor annual incentive plan (the "Annual Plan")
based upon the performance of the Company and/or its applicable
affiliates and/or Executive against target objectives established
under such Annual Plan. Subject to Executive's election to defer all
or a portion of any annual bonus payable hereunder pursuant to the
terms of any deferred compensation or savings plan or arrangement
maintained or established by the Company or its affiliates, any
annual bonus payable under this Section 3(b) shall be paid to
Executive in accordance with the terms of the Annual Plan.
(c) LONG-TERM INCENTIVE COMPENSATION. During the Employment Period,
----------------------------------
Executive shall participate in all of the Company's existing and
future long-term incentive compensation programs for key executives
at a level commensurate with his position with the Company and
consistent with the Company's then current policies and practices, as
determined in good faith by the Board or the appropriate committee of
the Board.
4. BENEFITS, PERQUISITES AND EXPENSES.
----------------------------------
(a) BENEFITS. During the Employment Period, Executive (and, to the extent
--------
applicable, his dependents) shall be eligible to participate in or be
covered under (i) each welfare benefit plan or program maintained or
as hereafter amended or established by the Company or its applicable
affiliates, including, without limitation, each group life,
hospitalization, medical, dental, health, accident or disability
insurance or similar plan or program of thereof, and (ii) each
pension, retirement, savings, deferred compensation, stock purchase
or other similar plan or program maintained or as hereafter amended
or established by the Company or its applicable affiliates, in each
case to the extent that Executive is eligible to participate in any
such plan or program under the generally applicable provisions
thereof. Nothing in this Section 4(a) shall limit the Company's right
to amend or terminate any such plan or program in accordance with the
procedures set forth therein or as permitted by applicable law.
(b) PERQUISITES. For each calendar year during the Employment Period,
-----------
Executive shall be entitled to at least the number of paid vacation
days per year that Executive is entitled to as of the date hereof,
and shall also be entitled to receive such other perquisites as are
generally provided to him as of the date hereof or are hereafter
provided to other similarly situated senior executives of the Company
in accordance with the then current policies and practices of the
Company.
- 3 -
<PAGE>
(c) BUSINESS EXPENSES. During the Employment Period, the Company shall
------------------
pay or reimburse Executive for all reasonable business expenses
incurred or paid by Executive in the performance of Executive's
duties hereunder, upon presentation of expense statements or vouchers
and such other information as the Company may require and in
accordance with the generally applicable policies and procedures of
the Company.
(d) OFFICE AND SUPPORT STAFF. During the Employment Period, Executive
-------------------------
shall be entitled to an office with furnishings and other material
appointments, and to secretarial and other assistance, at a level
that is at least commensurate with the foregoing provided to him as
of the date hereof or is hereafter provided to other similarly
situated senior executives of the Company.
(e) INDEMNIFICATION. The Company shall indemnify Executive and hold
---------------
Executive harmless from and against any claim, loss or cause of
action, regardless whether asserted during or after the Employment
Period, arising from or out of Executive's performance as an officer,
director or employee of the Company or any of its affiliates or in
any other capacity, including any fiduciary capacity in which
Executive serves at the request of the Company, to the maximum extent
permitted by applicable law and under the Certificate of
Incorporation and By-Laws of the Company, as may be amended from time
to time (the "Governing Documents"), provided that in no event shall
the protection afforded to Executive be less than that afforded under
the Governing Documents as in effect on the Commencement Date.
5. TERMINATION OF EMPLOYMENT.
-------------------------
The provisions of this Section 5 shall apply prior to the occurrence of a Change
of Control and, if Executive is still in the Company's employ, shall again
become applicable upon the third anniversary of such Change of Control.
(a) EARLY TERMINATION OF THE EMPLOYMENT PERIOD. Notwithstanding Section
-------------------------------------------
1(b) hereof, the Employment Period shall end upon the earliest to
occur of (i) a Termination For Cause, (ii) a Termination Without
Cause, (iii) a Voluntary Termination, (iv) a Termination Due to
Retirement, (v) a Termination Due to Disability, or (vi) a
Termination Due to Death.
(b) NOTICE OF TERMINATION. Communication of termination under this
-----------------------
Section 5 shall be made to the other party by Notice of Termination
in the case of (i) a Termination For Cause, (ii) a Termination
Without Cause, or (iii) a Voluntary Termination.
(c) BENEFITS PAYABLE UPON TERMINATION; RULES FOR DETERMINING REASON FOR
---------------------------------------------------------------------
TERMINATION.
-----------
(i) BENEFITS PAYABLE UPON TERMINATION. Following the end of the
-----------------------------------
Employment Period pursuant to Section 5(a), Executive (or, in
the event of his death, his surviving spouse, if any, or if
none, his estate) shall be paid the type or types of
compensation determined to be payable in accordance with the
following table, such payment to be made in the form specified
in such table and at the time established pursuant to Section
7 hereof. Capitalized terms used in such table shall have the
meanings set forth in Section 5(d) hereof.
- 4 -
<PAGE>
(ii) RULES FOR DETERMINING REASON FOR TERMINATION.
--------------------------------------------
(A) If a Voluntary Termination occurs on a date that
Executive is eligible for Retirement as defined in The
Hartford Investment and Savings Plan, as may be amended
from time to time, or any successor plan thereof (the
"Savings Plan"), such Voluntary Termination shall
instead be treated as a Termination Due to Retirement
solely for purposes of this Section 5.
(B) No Termination Without Cause shall be treated as a
Termination Due to Retirement or a Termination Due to
Disability for purposes of any Pro Rata Target Bonus,
Severance Payment, Equity Awards or Vested Benefits
Enhancement under this Section 5, notwithstanding the
fact that, either on, before or after the date of
termination of the Employment Period with respect
thereto, (I) Executive was eligible for Retirement as
defined in the Savings Plan, (II) Executive requested to
be treated as a retiree for purposes of the Savings Plan
or any other plan or program of the Company or its
affiliates, or (III) Executive or the Company could have
terminated Executive's employment in a Termination Due
to Disability hereunder.
- 5 -
<PAGE>
<TABLE>
<CAPTION>
=======================================================================================================
BENEFITS PAYABLE : NON-CHANGE OF CONTROL
=======================================================================================================
BENEFIT: Accrued Salary Pro Rata Target Bonus Severance Equity Awards
Payment
=======================================================================================================
<S> <C> <C> <C> <C>
FORM OF Lump Sum Lump Sum Lump Sum Determined Under the Applicable
PAYMENT: Plan
-------------------------------------------------------------------------------------------------------
Termination Payable Not Payable Not Payable Not Payable
For Cause
-------------------------------------------------------------------------------------------------------
Termination Payable Payable Payable Options / Restricted Stock:
--------------------------
Without Cause Payable
Other Equity Awards: Determined
--------------------
Under the Applicable Plan
-------------------------------------------------------------------------------------------------------
Voluntary Payable Determined Under the Not Determined Under the Applicable
Termination Applicable Plan Payable Plan
-------------------------------------------------------------------------------------------------------
Termination Payable Determined Under the Not Payable Determined Under the Applicable
Due to Applicable Plan Plan
Retirement
-------------------------------------------------------------------------------------------------------
Termination Payable Payable Not Payable Determined Under the Applicable
Due to Plan
Disability
-------------------------------------------------------------------------------------------------------
Termination Payable Payable Not Payable Determined Under the Applicable
Due to Death Plan
-------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
==============================================================================================
BENEFITS PAYABLE : NON-CHANGE OF CONTROL
(Continued)
==============================================================================================
BENEFIT: Vested Benefits Vested Benefits Welfare
Enhancement Benefits Continuation
==============================================================================================
<S> <C> <C> <C>
FORM OF Determined Under the Lump Sum Determined Under the
PAYMENT: Applicable Plan Applicable Plan
----------------------------------------------------------------------------------------------
Termination Determined Under the Not Payable Not
For Cause Applicable Plan Available
----------------------------------------------------------------------------------------------
Termination Determined Under the Payable Available
Without Cause Applicable Plan
----------------------------------------------------------------------------------------------
Voluntary Determined Under the Not Payable Not Available
Termination Applicable Plan
----------------------------------------------------------------------------------------------
Termination Determined Under the Not Payable Available
Due to Applicable Plan
Retirement
----------------------------------------------------------------------------------------------
Termination Determined Under the Not Payable Available
Due to Applicable Plan
Disability
----------------------------------------------------------------------------------------------
Termination Determined Under the Not Payable Not Available
Due to Death Applicable Plan
----------------------------------------------------------------------------------------------
</TABLE>
- 6 -
<PAGE>
(d) DEFINITIONS.
-----------
"ACCRUED SALARY" means any Base Salary earned, but unpaid, for
services rendered to the Company on or prior to the date on which the
Employment Period ends pursuant to Section 5(a) (other than Base
Salary deferred pursuant to Executive's election, as contemplated by
Section 3(a) hereof), plus any vacation pay accrued by Executive as
of such date.
"AVAILABLE" means that the particular benefit shall be made available
to Executive to the extent specifically provided herein or required
by applicable law.
"DETERMINED UNDER THE APPLICABLE PLAN" means that the determination
of whether a particular benefit, shall or shall not be paid to
Executive, and, where specifically required by this Agreement, the
timing or form of any benefit payment, shall be made solely by
application of the terms of the plan or program providing such
benefit, except to the extent that the terms of such plan or program
are expressly superseded or modified by this Agreement.
"EQUITY AWARDS" means the outstanding stock option, restricted stock,
performance share and other equity or long-term incentive
compensation awards, if any, held by Executive as of the date of his
termination.
"ERPs" means any excess retirement plans maintained or as hereafter
amended or established by the Company or its applicable affiliates.
"ESPs" means any excess investment and savings plans maintained or as
hereafter amended or established by the Company or its applicable
affiliates.
"LUMP SUM" means a single lump sum cash payment.
"NOT AVAILABLE" means that the particular benefit shall not be made
available to Executive, except to the extent required by applicable
law.
"NOT PAYABLE" means (i) with respect to benefits other than Equity
Awards, such benefits shall not be paid or otherwise provided to
Executive, and (ii) with respect to Equity Awards, such Equity
Awards, to the extent unvested, unexercisable, or subject to
restrictions that have not yet lapsed, shall be forfeited and/or
canceled as of the date of termination of the Employment Period,
unless otherwise determined by the relevant Board or the appropriate
committee of the Board in its discretion.
"NOTICE OF TERMINATION" means (i) in the case of a Termination For
Cause, a written notice given by the Company to Executive within 30
calendar days of the Company's having actual knowledge of the events
giving rise to such Termination For Cause, (ii) in the case of a
Termination Without Cause, a written notice given by the Company to
Executive at least 30 calendar days before the effective date of such
Termination Without Cause, and (iii) in the case of a Voluntary
Termination, a written notice given by Executive to the Company
indicating the effective date of Executive's termination of the
Employment Period in such Voluntary Termination, such effective date
to be no earlier than 30 days following the date such notice is
received by the Company from Executive.
- 7 -
<PAGE>
"PAYABLE" means (i) with respect to benefits other than those
described in clause (ii) of this paragraph, such benefits shall be
paid to Executive in the amount, at the time, and in the form
specified herein, and (ii) with respect to benefits described in this
clause (ii), the following shall apply solely in the event of a
Termination Without Cause, notwithstanding anything in the applicable
plan or program to the contrary: (A) with respect to any outstanding
stock options not yet expired as of the date of termination of the
Employment Period, Executive shall be treated as though he remained
in the employ of the Company for the two year period following such
date, and except to the extent that any such options first expire
during such period under the applicable plan or program, (I) any such
options that would have become vested over such two year period
solely by reason of Executive remaining in the employ of the Company
during such period shall become immediately vested and
nonforfeitable, (II) with respect to any options that by their terms
would vest if the stock of the Company or an affiliate were to reach
a specified market price, such options shall become vested and
nonforfeitable if and when such stock reaches such price during such
two year period, and (III) Executive shall have an additional two
years to exercise any vested options (beyond the time to exercise
such options permitted under the applicable plan or program), and (B)
with respect to any restricted stock subject to restrictions that
have not yet lapsed as of the date of termination of the Employment
Period, such restrictions shall be deemed to have lapsed and such
restricted stock shall become immediately vested and nonforfeitable
as of such date.
"PRO-RATA TARGET BONUS" means an amount equal to the product of: (i)
an amount equal to the Target Bonus Executive would have been
entitled to receive under Section 3(b) for the calendar year in which
the Employment Period terminates, and (ii) a fraction (the "Service
Fraction"), the numerator of which is equal to the number of rounded
months in such calendar year which have elapsed as of the date of
such termination, and the denominator of which is 12; provided that,
if the Employment Period terminates in the last quarter of any
calendar year, the Pro-Rata Target Bonus shall be the amount
determined under the above formula or, if greater, the product of:
(A) the bonus that would have been paid to Executive based on actual
performance for such calendar year, and (B) the Service Fraction.
"SEVERANCE PAYMENT" means an amount equal to two times the sum of:
(i) Executive's Base Salary at the rate in effect as of the date of
termination of the Employment Period, and (ii) Executive's Target
Bonus amount under Section 3(b) hereof for the calendar year in which
the Employment Period terminates.
"TERMINATION DUE TO DEATH" means a termination of Executive's
employment due to the death of Executive.
"TERMINATION DUE TO DISABILITY" means (i) a termination of
Executive's employment by the Company as a result of a determination
by the Board or the appropriate committee thereof that Executive has
been incapable of substantially fulfilling the positions, duties,
responsibilities and obligations set forth in this Agreement on
account of physical, mental or emotional incapacity resulting from
injury, sickness or disease for a period of (A) at least four
consecutive months, or (B) more than six months in any twelve month
period, or (ii) Executive's termination of employment on account of
Disability as defined in The Hartford Investment and Savings Plan, as
may be amended from time to time.
- 8 -
<PAGE>
"TERMINATION DUE TO RETIREMENT" means Executive's termination of
employment on account of Executive's Retirement as defined in The
Hartford Investment and Savings Plan, as may be amended from time to
time.
"TERMINATION FOR CAUSE" means a termination of Executive's employment
by the Company for any of the following reasons: (i) Executive is
convicted of or enters a plea of guilty or nolo contendere to a
---- ----------
felony, a crime of moral turpitude, dishonesty, breach of trust or
unethical business conduct, or any crime involving the business of
the Company or its affiliates; (ii) in the performance of his duties
hereunder or otherwise to the detriment of the Company or its
affiliates, Executive engages in (A) willful misconduct, (B) willful
or gross neglect, (C) fraud, (D) misappropriation, (E) embezzlement,
or (F) theft; (iii) Executive willfully fails to adhere to the
policies and practices of the Company or devote substantially all of
his business time and effort to the affairs thereof, or disobeys the
directions of the Board to do either of the foregoing; (iv) Executive
breaches this Agreement in 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 commission, of any
theft, embezzlement, fraud or other intentional act of dishonesty
involving any other person; or (vi) Executive violates the Code of
Conduct of the Company.
"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 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.
"VOLUNTARY TERMINATION" means any voluntary termination of
Executive's Employment by Executive pursuant to this Section 5, other
than a Termination Due to Retirement or a Termination Due to
Disability by Executive.
- 9 -
<PAGE>
"WELFARE BENEFITS CONTINUATION" means that until the second
anniversary of the date of termination of the Employment Period,
Executive and, if applicable, his dependents shall be entitled to
continue participation in the life and health insurance benefit plans
of the Company or its affiliates in which Executive and/or such
dependents were participating as of the date of termination of the
Employment Period, and such other welfare benefit plans thereof in
which the Company is required by law to permit the participation of
Executive and/or his dependents, (collectively, the "Welfare Benefit
Plans"). Such participation shall be on the same terms and conditions
(including the requirement that Executive pay any premiums generally
paid by an employee) as would apply if Executive were still in the
employ of the Company; provided that the continued participation of
Executive and/or his dependents in such Welfare Benefit Plans shall
cease on such earlier date as Executive may become eligible for
comparable welfare benefits provided by a subsequent employer. To the
extent that Welfare Benefits Continuation cannot be provided under
the terms of the applicable plan, policy or program, the Company
shall provide a comparable benefit under another plan or from the
Company's general assets.
6. TERMINATION FOLLOWING A CHANGE OF CONTROL OR POTENTIAL CHANGE OF CONTROL.
------------------------------------------------------------------------
This Section 6 shall apply (instead of Section 5) during the period commencing
upon a Change of Control and continuing until the third anniversary thereof;
provided that, in the event that Executive's employment is terminated by the
Company in a Termination Without Cause after the occurrence of a Potential
Change of Control and a Change of Control occurs within one year following the
date of such termination, then solely for purposes of this Agreement, Executive
shall be deemed to have remained in the Company's employ until the occurrence of
the Change of Control and thereafter to have then been terminated by the Company
in a Termination Without Cause. As a result, Executive shall be entitled to
receive the excess of (i) the benefits payable in the event of a Termination
Without Cause under this Section 6, over (ii) the amount of any benefits payable
to Executive under Section 5.
(a) EARLY TERMINATION OF THE EMPLOYMENT PERIOD. Notwithstanding Section
------------------------------------------
1(b) hereof, the Employment Period shall end upon the earliest to
occur of (i) a Termination For Cause, (ii) a Termination Without
Cause, (iii) a Voluntary Termination Within 180 Days, (iv) a
Voluntary Termination After 180 Days, (v) a Termination For Good
Reason, (vi) a Termination Due to Retirement, (vii) a Termination Due
to Disability, or (viii) a Termination Due to Death.
- 10 -
<PAGE>
(b) NOTICE OF TERMINATION. Communication of termination under this
-----------------------
Section 6 shall be made to the other party by Notice of Termination
in the case of (i) a Termination For Cause, (ii) a Termination
Without Cause, (iii) a Voluntary Termination Within 180 Days, (iv) a
Voluntary Termination After 180 Days, or (v) a Termination For Good
Reason.
(c) BENEFITS PAYABLE UPON TERMINATION; RULES FOR DETERMINING REASON FOR
---------------------------------------------------------------------
TERMINATION.
-----------
(i) BENEFITS PAYABLE UPON TERMINATION. Following the end of the
-----------------------------------
Employment Period, Executive (or, in the event of his death,
his surviving spouse, if any, or if none, his estate) shall be
paid the type or types of compensation determined to be
payable in accordance with the following table, such payment
to be made in the form specified in such table and at the time
established pursuant to Section 7 hereof. Capitalized terms
used in such table (and otherwise in this Section 6) that are
defined in Section 5, and not specifically defined in Section
6(d) hereof, shall have the meanings ascribed thereto under
Section 5. Where such a capitalized term is defined solely in
Section 6(d), or in both Section 5 and Section 6(d), such term
shall have the meaning ascribed to it in Section 6(d).
(ii) RULES FOR DETERMINING REASON FOR TERMINATION.
--------------------------------------------
(A) No Termination Without Cause, Voluntary Termination
Within 180 Days or Termination For Good Reason shall be
treated as a Termination Due to Retirement or a
Termination Due to Disability for purposes of any Pro
Rata Target Bonus, Severance Payment, Equity Awards or
Vested Benefits Enhancement under this Section 6,
notwithstanding the fact that, either on, before or
after the Date of Termination with respect thereto, (I)
Executive was eligible for Retirement as defined in the
Savings Plan, (II) Executive requested to be treated as
a retiree for purposes of the Savings Plan or any other
plan or program of the Company or its affiliates, or
(III) Executive or the Company could have terminated
Executive's employment in a Termination Due to
Disability hereunder.
(B) No Termination Due to Retirement shall be treated as a
Voluntary Termination After 180 Days for purposes of
this Section 6, notwithstanding the fact that the Date
of Termination for such Termination Due to Retirement
may occur within 180 days following a Change of Control.
- 11 -
<PAGE>
<TABLE>
<CAPTION>
====================================================================================================
BENEFITS PAYABLE:
CHANGE OF CONTROL
====================================================================================================
BENEFIT Accrued Salary Pro Rata Target Severance Equity Awards
Bonus Payment
====================================================================================================
<S> <C> <C> <C> <C>
FORM OF PAYMENT Lump Sum Lump Sum Lump Sum Determined Under the
Applicable Plan
====================================================================================================
Termination For Cause Payable Not Payable Not Payable Determined Under the
Applicable Plan
----------------------------------------------------------------------------------------------------
Termination Without Payable Payable Payable Determined Under the
Cause Applicable Plan
----------------------------------------------------------------------------------------------------
Voluntary Termination Payable Payable Payable Determined Under the
Within Applicable Plan
180 Days
----------------------------------------------------------------------------------------------------
Voluntary Payable Not Payable Not Payable Determined Under the
Termination Applicable Plan
After
180 Days
----------------------------------------------------------------------------------------------------
Termination For Good Payable Payable Payable Determined Under the
Reason Applicable Plan
----------------------------------------------------------------------------------------------------
Termination Due to Payable Determined Under Not Payable Determined Under the
Retirement the Applicable Plan Applicable Plan
----------------------------------------------------------------------------------------------------
Termination Due to Payable Payable Not Payable Determined Under the
Disability Applicable Plan
----------------------------------------------------------------------------------------------------
Termination Due to Payable Payable Not Payable Determined Under the
Death Applicable Plan
----------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
========================================================================================================
BENEFITS PAYABLE:
CHANGE OF CONTROL
(Continued)
========================================================================================================
BENEFIT Vested Benefits Vested Benefits Enhancement Welfare
Benefits Continuation
========================================================================================================
<S> <C> <C> <C>
FORM OF PAYMENT Determined Under the Lump Sum Determined Under the
Applicable Plan Applicable Plan
========================================================================================================
Termination For Cause Determined Under the Not Payable Not Available
Applicable Plan
--------------------------------------------------------------------------------------------------------
Termination Without Determined Under the Payable Available
Cause Applicable Plan
--------------------------------------------------------------------------------------------------------
Voluntary Termination Determined Under the Payable Available
Within Applicable Plan
180 Days
--------------------------------------------------------------------------------------------------------
Voluntary Determined Under the Not Payable Not Available
Termination Applicable Plan
After
180 Days
--------------------------------------------------------------------------------------------------------
Termination For Good Determined Under the Payable Available
Reason Applicable Plan
--------------------------------------------------------------------------------------------------------
Termination Due to Determined Under the Not Payable Available
Retirement Applicable Plan
--------------------------------------------------------------------------------------------------------
Termination Due to Determined Under the Not Payable Available
Disability Applicable Plan
--------------------------------------------------------------------------------------------------------
Termination Due to Determined Under the Not Payable Not Available
Death Applicable Plan
--------------------------------------------------------------------------------------------------------
</TABLE>
- 12 -
<PAGE>
(d) DEFINITIONS.
-----------
"BENEFICIAL OWNER" means any Person who, directly or indirectly, has
the right to vote or dispose of or has "beneficial ownership" (within
the meaning of Rule 13d-3 under the Securities and Exchange Act of
1934, as amended (the "Act")) of any securities of a company,
including any such right pursuant to any agreement, arrangement or
understanding (whether or not in writing), provided that: (i) a
--------------
Person shall not be deemed the Beneficial Owner of any security as a
result of an agreement, arrangement or understanding to vote such
security (A) arising solely from a revocable proxy or consent given
in response to a public proxy or consent solicitation made pursuant
to, and in accordance with, the Exchange Act and the applicable rules
and regulations thereunder, or (B) made in connection with, or to
otherwise participate in, a proxy or consent solicitation made, or to
be made, pursuant to, and in accordance with, the applicable
provisions of the Exchange Act and the applicable rules and
regulations thereunder, in either case described in clause (A) or (B)
above, whether or not such agreement, arrangement or understanding is
also then reportable by such Person on Schedule 13D under the
Exchange Act (or any comparable or successor report); and (ii) a
Person engaged in business as an underwriter of securities shall not
be deemed to be the Beneficial Owner of any security acquired through
such Person's participation in good faith in a firm commitment
underwriting until the expiration of forty days after the date of
such acquisition.
"CHANGE OF CONTROL" means:
(i) a report on Schedule 13D shall be filed with the Securities
and Exchange Commission pursuant to Section 13(d) of the Act
disclosing that any Person, other than The Hartford or a
subsidiary of The Hartford or any employee benefit plan
sponsored by The Hartford or a subsidiary of the Company is
the Beneficial Owner of twenty percent or more of the
outstanding stock of the Company entitled to vote in the
election of directors of the Company;
(ii) any Person, other than The Hartford or a subsidiary of The
Hartford or any employee benefit plan sponsored by The
Hartford or a subsidiary of The Hartford shall purchase shares
pursuant to a tender offer or exchange offer to acquire any
stock of the Company (or securities convertible into stock)
entitled to vote in the election of directors of the Company
for cash, securities or any other consideration, provided that
after consummation of the offer, the Person in question is the
Beneficial Owner of fifteen percent or more of the outstanding
stock of the Company entitled to vote in the election of
directors of the Company (calculated as provided in paragraph
(d) of Rule 13d-3 under the Act in the case of rights to
acquire stock);
(iii) the stockholders of the Company shall approve (A) any
consolidation or merger of The Hartford in which The Hartford
is not the continuing or surviving corporation or pursuant to
which shares of stock of The Hartford entitled to vote in the
election of directors of the Company would be converted into
cash, securities or other property, other than a consolidation
or merger of The Hartford in which holders of stock of The
Hartford entitled to vote in the election of directors of The
Hartford immediately prior to the consolidation or merger have
the same proportionate ownership of common stock of the
- 13 -
<PAGE>
surviving corporation entitled to vote in the election of
directors immediately after the consolidation or merger as
immediately before, or (B) any sale, lease, exchange or other
transfer (in one transaction or a series of related
transactions) of all or substantially all the assets of The
Hartford; or
(iv) within any 12 month period, the persons who were directors of
The Hartford immediately before the beginning of such period
(the "Incumbent Directors") shall cease (for any reason other
than death) to constitute at least a majority of the Board of
The Hartford or the board of directors of any successor to The
Hartford, provided that any director who was not a director at
the beginning of such period shall be deemed to be an
Incumbent Director if such director (A) was elected to the
Board by, or on the recommendation of or with the approval of,
at least two-thirds of the directors who then qualified as
Incumbent Directors either actually or by prior operation of
this clause (iv), and (B) was not designated by a person who
has entered into an agreement with The Hartford to effect a
transaction described in the immediately preceding clause
(iii).
"DATE OF TERMINATION" means (i) in the case of a termination of the
Employment Period for which a Notice of Termination is required, the
date of receipt of such Notice of Termination or, if later, the date
specified therein, as the case may be, or (ii) in all other cases,
the actual date on which Executive's employment terminates during the
Employment Period.
"NOT PAYABLE" means that a particular benefit shall not be paid or
otherwise provided to Executive.
"NOTICE OF TERMINATION" means (i) in the case of a Termination For
Cause, a written notice given by the Company to Executive, within 30
calendar days of the Company's having actual knowledge of the events
giving rise to such termination, (ii) in the case of a Termination
Without Cause, a written notice given by the Company to Executive at
least 30 calendar days before the effective date of such Termination
Without Cause, (iii) in the case of a Voluntary Termination Within
180 Days or a Voluntary Termination After 180 Days, a written notice
given by Executive to the Company at least 30 calendar days before
the effective date of such termination, and (iv) in the case of a
Termination For Good Reason, a written notice given by Executive to
the Company within 180 days of Executive's having actual knowledge of
the events giving rise to such Termination For Good Reason, and which
(A) indicates the specific termination provision in this Agreement
relied upon, (B) sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the
Executive's employment under the provision so indicated, and (C) if
the termination date is other than the date of receipt of such
notice, specifies the termination date of this Agreement (which date
shall be not more than 15 days after the giving of such notice). The
failure by Executive to set forth in such Notice of Termination any
fact or circumstance that contributes to a showing of Good Reason
shall not waive any right of Executive hereunder or preclude
Executive from asserting such fact or circumstance in enforcing his
rights hereunder.
"PAYABLE" means that a particular benefit shall be paid to Executive
in the amount, at the time, and in the form specified herein.
- 14 -
<PAGE>
"PERSON" has the meaning ascribed to such term in Section 3(a)(9) of
the Act, as supplemented by Section 13(d)(3) of the Act; provided,
however, that Person shall not include (i) the Company, any
subsidiary of the Company or any other Person controlled by the
Company, (ii) any trustee or other fiduciary holding securities under
any employee benefit plan of the Company or of any subsidiary of the
Company, or (iii) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as
their ownership of securities of the Company.
"POTENTIAL CHANGE OF CONTROL" means:
(i) a Person shall commence a tender offer, which if successfully
consummated, would result in such Person being the Beneficial
Owner of at least 15% of the voting securities of The
Hartford;
(ii) The Hartford shall enter into an agreement the consummation of
which shall constitute a Change of Control;
(iii) proxies for the election of directors of The Hartford shall be
solicited by anyone other than The Hartford; or
(iv) any other event shall occur which is deemed to be a Potential
Change of Control by the Board or the appropriate Committee
thereof.
"SEVERANCE PAYMENT" means a cash amount equal to three times the sum
of (i) Executive's Base Salary at the rate in effect as of the date
on which the Employment Period terminates, and (ii) Executive's
Target Bonus for such year.
"TERMINATION FOR CAUSE" means the Company's termination of
Executive's employment due to (i) Executive's conviction of a felony;
(ii) an act or acts of extreme dishonesty or gross misconduct on
Executive's part which result or are intended to result in material
damage to the Company's business or reputation; or (iii) repeated
material violations by Executive of his obligations under Section 2
of this Agreement, which violations are demonstrably willful and
deliberate on Executive's part and which result in material damage to
the Company's business or reputation.
"TERMINATION FOR GOOD REASON" means the occurrence of any of the
following after the occurrence of a Potential Change of Control or a
Change of Control:
(i) (A) the assignment to Executive of any duties inconsistent in
any material adverse respect with Executive's position,
duties, authority or responsibilities as contemplated by
Section 2 of this Agreement, or (B) any other material adverse
change in such position, including titles, authority or
responsibilities;
(ii) any failure by the Company to comply with any of the
provisions of Sections 3 and 4 of this Agreement at a level at
least equal to that in effect immediately preceding the Change
of Control or a Potential Change of Control, other than an
insubstantial or inadvertent
- 15 -
<PAGE>
failure remedied by the Company promptly after receipt of
notice thereof given by Executive;
(iii) the Company's requiring Executive to be based at any office or
location more than 25 miles from the location at which he
performed his services specified under Section 2 hereof
immediately prior to the Change of Control or a Potential
Change of Control, except for travel reasonably required in
the performance of Executive's responsibilities;
(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) hereof; or
(v) any attempt by the Company to terminate the 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.
"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 third
anniversary of the occurrence of the Change of Control, and (B) where
compensation is a relevant factor, his pensionable compensation as of
the Date of Termination, such compensation to include, on the same
terms as apply to other executives, any Severance Payment made to
Executive, and(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.
"VOLUNTARY TERMINATION WITHIN 180 DAYS" means a termination of
employment by Executive for any reason within the first 180 days
following a Change of Control, and "VOLUNTARY TERMINATION AFTER 180
DAYS" 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 within the remaining 2 years
and 6 months following a Change of Control.
"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.
- 16 -
<PAGE>
(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.
(ii) APPLICABLE RULES. For purposes of determining whether any of
-----------------
the Covered Payments will be subject to the Excise Tax and the
amount of such Excise Tax,
(A) such Covered Payments will be treated as "parachute
payments" within the meaning of Section 280G of the
Code, and all "parachute payments" in excess of the
"base amount" (as defined under Section 280G(b)(3) of
the Code) shall be treated as subject to the Excise Tax,
unless, and except to the extent that, in the good faith
judgment of the Company's independent certified public
accountants appointed prior to the Effective Date or tax
counsel selected by such accountants (the
"Accountants"), the Company has a reasonable basis to
conclude that such Covered Payments (in whole or in
part) either do not constitute "parachute payments" or
represent reasonable compensation for personal services
actually rendered (within the meaning of Section
280G(b)(4)(B) of the Code) in excess of the "base
amount," or such "parachute payments" are otherwise not
subject to such Excise Tax, and
(B) the value of any non-cash benefits or any deferred
payment or benefit shall be determined by the
Accountants in accordance with the principles of Section
280G of the Code.
(iii) ADDITIONAL RULES. For purposes of determining the amount of
-----------------
the Tax Reimbursement Payment, the Executive shall be deemed
to pay: (A) Federal income taxes at the highest applicable
marginal rate of Federal income taxation for the calendar year
in which the Tax Reimbursement Payment is to be made, and (B)
any applicable state and local income and other taxes at the
highest applicable marginal rate of taxation for the calendar
year in which the Tax Reimbursement Payment is to be made, net
of the maximum
- 17 -
<PAGE>
reduction in Federal incomes taxes which could be obtained
from the deduction of such state or local taxes if paid in
such year.
(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, plus
interest on the amount of such repayment at the rate
provided in Section 1274(b)(2)(B) of the Code.
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, and interest
payable to the Company shall not exceed interest
received or credited to the Executive by such tax
authority for the period it held such portion. 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 6
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.
In the event that the amount of the estimated Tax
Reimbursement Payment exceeds the amount subsequently
determined to have been due, such excess shall constitute a
loan by the Company to Executive, payable on the fifth
business day after written demand by the
- 18 -
<PAGE>
Company for payment (together with interest at the rate
provided in Section 1274(b)(2)(B) of the Code).
7. TIMING OF PAYMENTS.
------------------
Accrued Salary, Severance Payments and Vested Benefits Enhancements shall be
paid no later than 10 days following the termination of the Employment Period.
Pro Rata Target Bonus shall be paid no later than the same time as similar
awards are paid to other executives participating in the plans or programs under
which the awards are paid. Vested Benefits and Equity Awards shall be paid no
later than the time for payment Determined Under the Applicable Plan except as
otherwise expressly superseded or modified by this Agreement. Tax Reimbursement
Payments shall be paid at the time specified in Section 6 hereof.
Notwithstanding the foregoing, solely for purposes of amounts payable pursuant
to Section 5 hereof, if any amount payable to Executive pursuant to Section 5
would be nondeductible by the Company under Section 162(m) of the Code if paid
in the year of Executive's termination, the Company shall have the option of
paying such nondeductible amount, with interest at the one-year treasury bill
rate as in effect on the date of such termination as reported in the Wall Street
Journal, on the first day of the second calendar quarter in the year following
such termination.
8. FULL DISCHARGE OF COMPANY OBLIGATIONS.
--------------------------------------
Except as expressly provided in the last sentence of this Section 8, the amounts
payable to Executive pursuant to either Section 5 or Section 6 following
termination of his employment (including amounts payable with respect to Vested
Benefits) shall be in full and complete satisfaction of Executive's rights under
Section 5 of this Agreement and any other claims he may have in respect of his
employment by the Company or any of its affiliates. Such amounts shall
constitute liquidated damages with respect to any and all such rights and claims
and, upon Executive's receipt of such amounts, the Company shall be released and
discharged from any and all liability to Executive in connection with Section 5
of this Agreement or otherwise in connection with Executive's employment with
the Company and its affiliates. Nothing in this Section 8 shall be construed to
release the Company from its obligation to indemnify Executive as provided in
Section 4(e) hereof.
9. NONCOMPETITION, CONFIDENTIALITY AND OTHER COVENANTS.
---------------------------------------------------
By and in consideration of the compensation and benefits to be provided by the
Company hereunder, including the severance arrangements set forth herein,
Executive agrees to the following:
(a) NONCOMPETITION. During the Employment Period and during the one year
--------------
period (the "Restriction Period") following any Voluntary
Termination of the Employment Period by Executive pursuant to
Section 5 hereof, Executive shall not become associated with any
entity, whether as a principal, partner, employee, agent,
consultant, shareholder (other than as a holder, or a member of a
group which is a holder, of not in excess of 1% of the outstanding
voting shares of any publicly traded company) or in any other
relationship or capacity, paid or unpaid, that is actively engaged
in any geographic area in any business which is in competition with
the business of the Company. The Company shall, in its sole
discretion, have the right to
- 19 -
<PAGE>
enforce or waive the terms of this provision in connection with the
Restriction Period. If the Company exercises its right to enforce
this provision for the Restriction Period, the Company will provide
Executive with written notice of its intent to enforce and agrees to
pay Executive one year of Executive's then current Base Salary and
one year of Executive's then current Target Bonus as compensation
for the Restriction Period. Executive agrees that the terms of the
Restriction Period are reasonable and that this compensation is
above and beyond any amounts necessary to support the terms of the
Restriction Period as set forth herein.
(b) CONFIDENTIALITY. Without the prior written consent of the Company,
---------------
except to the extent required by an order of a court having
competent jurisdiction or under subpoena from an appropriate
government agency, Executive shall not disclose to any third person,
or permit the use of for the benefit of any person or any entity
other than the Company or its affiliates, any trade secrets,
customer lists, information regarding product development, marketing
plans, sales plans, management organization information (including
data and other information relating to members of the Board and
management), operating policies or manuals, business plans,
financial records, or other financial, organizational, commercial,
business, sales, marketing, technical, product or employee
information relating to the Company or its affiliates or information
designated as confidential, proprietary, and/or a trade secret, or
any other information relating to the Company or its affiliates that
Executive knows from the circumstances, in good faith and good
conscience, should be treated as confidential, or any information
that the Company or its affiliates may receive belonging to
customers, agents or others who do business with the Company or its
affiliates, except to the extent that any such information
previously has been disclosed to the public by the Company or is in
the public domain (other than by reason of Executive's violation of
this Section 9(b)).
(c) NON-SOLICITATION OF EMPLOYEES. During the Employment Period and the
-----------------------------
two year period following any termination of the Employment Period
pursuant to Section 5 hereof, Executive shall not directly or
indirectly solicit, encourage or induce any employee of the Company
or its affiliates to terminate employment with such entity, and
shall not directly or indirectly, either individually or as owner,
agent, employee, consultant or otherwise, employ or offer employment
to any person who is or was employed by the Company or an affiliate
thereof unless such person shall have ceased to be employed by such
entity for a period of at least six months.
(d) COMPANY PROPERTY. Except as expressly provided herein, promptly
-----------------
following any termination of the Employment Period, Executive shall
return to the Company all property of the Company, and all copies
thereof in Executive's possession or under his control.
(e) INJUNCTIVE RELIEF AND OTHER REMEDIES WITH RESPECT TO COVENANTS.
-------------------------------------------------------------------
Executive acknowledges and agrees that the covenants and obligations
of Executive with respect to noncompetition, confidentiality,
nonsolicitation, and Company property relate to special, unique and
extraordinary matters and that a violation of any of the terms of
such covenants and obligations will cause the Company irreparable
injury for which adequate remedies are not available at law.
Therefore, Executive agrees that the Company (i) shall be entitled
to an injunction, restraining order or such other equitable relief
(without the requirement to post bond) restraining Executive from
committing any violation of the covenants and obligations contained
in this Section 9, and (ii) shall have no further obligation to make
any payments to
- 20 -
<PAGE>
Executive hereunder following any material violation of the
covenants and obligations contained in this Section 9. These
remedies are cumulative and are in addition to any other rights and
remedies the Company may have at law or in equity. In connection
with the foregoing provisions of this Section 9, Executive
represents that his economic means and circumstances are such that
such provisions will not prevent him from providing for himself and
his family on a basis satisfactory to him. Notwithstanding the
foregoing, in no event shall an asserted violation of the provisions
of this Section constitute a basis for deferring or withholding any
amounts otherwise payable to the Executive under this Agreement
following a Change of Control.
10. MISCELLANEOUS.
-------------
(a) SURVIVAL. All of the provisions of Sections 5 (relating to
--------
termination of the Employment Period prior to a Change of Control), 6
(relating to termination of the Employment Period following a Change
of Control or a Potential Change of Control), 9 (relating to
noncompetition, confidentiality, nonsolicitation and Company
property), 10(b) (relating to arbitration), 10(c) (relating to legal
fees) and 10(n) (relating to governing law) of this Agreement shall
survive the termination of this Agreement.
(b) ARBITRATION. Except as provided in Section 9, any dispute or
-----------
controversy arising under or in connection with this Agreement shall
be resolved by binding arbitration. Such arbitration shall be held in
the city of Hartford, Connecticut and except to the extent
inconsistent with this Agreement, shall be conducted in accordance
with the Commercial Arbitration Rules of the American Arbitration
Association in effect at the time of the arbitration, and otherwise
in accordance with the principles that would be applied by a court of
law or equity. The arbitrator shall be acceptable to both the Company
and Executive. If the parties cannot agree on an acceptable
arbitrator, the dispute or controversy shall be heard by a panel of
three arbitrators; one appointed by each of the parties and the third
appointed by the other two arbitrators. The Company and Executive
further agree that they will abide by and perform any award or awards
rendered by the arbitrators and that a judgment may be entered on any
award or awards rendered by any state or federal court having
jurisdiction over the Company or Executive or any of their respective
property.
(c) LEGAL FEES AND EXPENSES. In any contest (whether initiated by
--------------------------
Executive or by the Company) as to the validity, enforceability or
interpretation of any provision of this Agreement, the Company shall
pay Executive's legal expenses (or cause such expenses to be paid)
including, without limitation, his reasonable attorney's fees, on a
quarterly basis, upon presentation of proof of such expenses in a
form acceptable to the Company, provided that Executive shall
--------------
reimburse the Company for such amounts, plus simple interest thereon
at the 90-day United States Treasury Bill rate as in effect from time
to time, compounded annually, if Executive shall not prevail, in
whole or in part, as to any material issue as to the validity,
enforceability or interpretation of any provision of this Agreement.
(d) SUCCESSORS; BINDING EFFECT. This Agreement shall inure to the benefit
--------------------------
of and be binding upon the Company and its successors. The Company
shall require any successor to all or substantially all of the
business and/or assets of the Company, whether direct or indirect, by
- 21 -
<PAGE>
purchase, merger, consolidation, acquisition of stock, or otherwise,
by an agreement in form and substance satisfactory to Executive,
expressly to assume and agree to perform this Agreement in the same
manner and to the same extent as the Company would be required to
perform the Agreement if no such succession had taken place. This
Agreement is personal to the Executive and, without the prior written
consent of the Company, shall not be assignable by Executive
otherwise than by will or the law of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by
Executive's legal representatives.
(e) ASSIGNMENT. Except as provided in Section 10(d), neither this
----------
Agreement nor any of the rights or obligations hereunder shall be
assigned or delegated by any party hereto without the prior written
consent of the other party.
(f) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
-----------------
between the parties hereto with respect to the matters referred to
herein. This Agreement supersedes and replaces any prior employment
or severance agreement or arrangement between the Company and
Executive. No other agreement relating to the terms of Executive's
employment by the Company, oral or otherwise, shall be binding
between the parties unless it is in writing and signed by the party
against whom enforcement is sought. There are no promises,
representations, inducements or statements between the parties other
than those that are expressly contained herein. Executive
acknowledges that he is entering into this Agreement of his own free
will and accord, and with no duress, and that he has read this
Agreement and that he understands it and its legal consequences.
(g) SEVERABILITY; REFORMATION. In the event that one or more of the
--------------------------
provisions of this Agreement shall become invalid, illegal or
unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not
be affected thereby. In the event of a determination that any of the
provisions of Section 9(a), Section 9(b) or Section 9(c) are not
enforceable in accordance with their terms, Executive and the Company
agree that such Section shall be reformed to make such Section
enforceable in a manner that provides the Company the maximum rights
permitted at law.
(h) WAIVER. Waiver by any party hereto of any breach or default by the
------
other party of any of the terms of this Agreement shall not operate
as a waiver of any other breach or default, whether similar to or
different from the breach or default waived. No waiver of any
provision of this Agreement shall be implied from any course of
dealing between the parties hereto or from any failure by either
party hereto to assert its or his rights hereunder on any occasion or
series of occasions.
(i) NOTICES. Any notice required or desired to be delivered under this
-------
Agreement shall be in writing and shall be delivered personally, by
courier service, by registered mail, return receipt requested, or by
telecopy and shall be effective upon actual receipt by the party to
which such notice shall be directed, and shall be addressed as
follows (or to such other address as the party entitled to notice
shall hereafter designate in accordance with the terms hereof):
- 22 -
<PAGE>
If to the Company: The Hartford Financial Services Group, Inc.
Law Department, HO-1-09
Hartford Plaza
Hartford, CT 06115
Attention: Corporate Secretary
With a copy to: Debevoise & Plimpton
875 Third Avenue
New York, NY 10022
Attn: Lawrence K. Cagney, Esq.
If to Executive: The home address of Executive
shown on the records of the Company
(j) AMENDMENTS. This Agreement may not be altered, modified or amended
----------
except by a written instrument signed by each of the parties hereto.
(k) HEADINGS. Headings to provisions of this Agreement are for the
--------
convenience of the parties only and are not intended to be part of or
to affect the meaning or interpretation hereof.
(l) COUNTERPARTS. This Agreement may be executed in counterparts, each of
------------
which shall be deemed an original but all of which together shall
constitute one and the same instrument.
(m) WITHHOLDING. Any payments provided for herein shall be reduced by any
-----------
amounts required to be withheld by the Company from time to time
under applicable Federal, State or local income or employment tax
laws or similar statutes or other provisions of law then in effect.
(n) GOVERNING LAW. This Agreement shall be governed by the laws of the
--------------
State of Connecticut, without reference to principles of conflicts or
choice of law under which the law of any other jurisdiction would
apply.
- 23 -
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer, and Executive has hereunto set his
hand, as of the day and year first above written.
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
WITNESSED:
/s/ Ramani Ayer
-------------------
By: Ramani Ayer
Title: Chairman
----------------------------
EXECUTIVE:
WITNESSED:
/s/ Thomas M.Marra
-------------------
Thomas M. Marra
----------------------------
