Filed by Bowne Pure Compliance





Exhibit 10.02




AMENDED AND RESTATED EMPLOYMENT AGREEMENT

(INCORPORATES AMENDMENT DATED OCTOBER 31, 2008)




EMPLOYMENT AGREEMENT, amended and restated as of September 7, 2006, 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 and Executive entered into an Employment Agreement dated as of July 1,
2000 (the “Commencement Date”), in accordance with which Executive is performing substantial
services for the Company; and



WHEREAS, the Company and Executive desire to amend and restate that Employment Agreement,
effective as of the date first written above;



NOW, THEREFORE, in consideration of the mutual covenants herein contained and Executive’s
continued participation in certain incentive compensation plans pursuant to which the level, if
any, of participation is determined by the administrators of such plans, the Company and
Executive hereby agree that the Employment Agreement is amended and restated to read as follows
(hereinafter referred to in its amended form as the “Agreement”), effective as of the date first
above written:



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 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 second 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.”





 


 









 










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









 











	 	(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









 











	 	(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 second
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.





 


4









 











	 	(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.







	 	(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









 





BENEFITS PAYABLE: NON-CHANGE OF CONTROL





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Vested Benefits	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Enhancement (only	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	applicable in the event	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	that Executive’s	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	employment by the	 	 
	 	 	Accrued	 	Pro Rata Target	 	Severance	 	 	 	 	 	Company terminates	 	Welfare
	BENEFIT	 	Salary	 	Bonus	 	Payment	 	Equity Awards	 	Vested Benefits	 	prior to July 1, 2009)	 	Benefits Continuation
	FORM OF PAYMENT:

	 	Lump Sum
	 	Lump Sum
	 	Lump Sum
	 	Determined Under the 
Applicable Plan
	 	Determined Under the 
Applicable Plan
	 	Lump Sum
	 	Determined Under the

 Applicable Plan
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Termination For Cause

	 	Payable
	 	Not Payable
	 	Not Payable
	 	Not Payable
	 	Determined Under the 
Applicable Plan
	 	Not Payable
	 	Not Available
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Termination Without Cause

	 	Payable
	 	Payable
	 	Payable
	 	Options / Restricted Stock:

Payable

Other Equity Awards:

Determined Under the

Applicable Plan
	 	Determined Under the 
Applicable Plan
	 	Payable
	 	Available
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Voluntary Termination

	 	Payable
	 	Determined Under

the Applicable Plan
	 	Not Payable
	 	Determined Under the 
Applicable Plan
	 	Determined Under the 
Applicable Plan
	 	Not Payable
	 	Not Available
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Termination Due to Retirement

	 	Payable
	 	Determined Under

the Applicable Plan
	 	Not Payable
	 	Determined Under the 
Applicable Plan
	 	Determined Under the 
Applicable Plan
	 	Not Payable
	 	Available
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Termination Due to Disability

	 	Payable
	 	Payable
	 	Not Payable
	 	Determined Under the 
Applicable Plan
	 	Determined Under the 
Applicable Plan
	 	Not Payable
	 	Available
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Termination Due to Death

	 	Payable
	 	Payable
	 	Not Payable
	 	Determined Under the 
Applicable Plan
	 	Determined Under the 
Applicable Plan
	 	Not Payable
	 	Not Available







 


6









 






	 	(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, restricted stock unit,
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 be 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









 






“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/she 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
beyond the time to exercise such options permitted under the applicable plan or program, but not
beyond the originally stated expiration date of any such option (e.g., if a termination occurs in
the ninth year following the grant of a ten year term option, Executive shall have only until the
tenth anniversary of the date of grant to exercise such option), (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, and (C) with respect to
a Pro-Rata Target Bonus that relates to a calendar year beginning on or after January 1, 2010,
such Pro-Rata Target Bonus shall be paid to Executive in the amount, at the time and in the form
specified herein, provided that, if Executive would have been a “covered employee” as defined in
Section 162(m) of the Internal Revenue Code (the “Code”) for such calendar year but for the
termination of the Employment Period, such Pro-Rata Target Bonus shall only be payable to
Executive if, when and to the extent that the Compensation and Personnel Committee of the Board
certifies that the performance goals applicable to the Target Bonus, as preestablished by such
Committee in accordance with Section 162(m) of the Code, have been attained .




“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.


 


8









 







“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.




“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.


 


9









 






“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. 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 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.




“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.



 


10









 





6. Termination Following a 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 second anniversary thereof.




	 	(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 For Good Reason, (v) a Termination Due to Retirement, (vi) a Termination
Due to Disability, or (vii) a Termination Due to Death.







	 	(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,
or (iv) 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).






 


11









 






	 	(ii)	 	Rules for Determining Reason for Termination.







	 	(A)	 	No Termination Without Cause 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
for purposes of this Section 6.








	 	(C)	 	Notwithstanding any provision in this Agreement to the contrary, in the
event of a change of Control as described in clause (iii) or clause (iv) of the
definition of the term change of Control in Section 6(d) of this Agreement, if
the employment of Executive involuntarily terminates on or after the date of a
shareholder approval described in either of such clauses but before the date of
a consummation described in either of such clauses, the date of termination of
Executive’s employment shall be deemed for the purposes of this Agreement to be
the day following the date of the applicable consummation.





 


12









 





BENEFITS PAYABLE: CHANGE OF CONTROL




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Vested Benefits	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Enhancement (only	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	applicable in the event	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	that Executive’s	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	employment by the	 	 
	 	 	Accrued	 	Pro Rata Target	 	Severance	 	 	 	 	 	Company terminates	 	Welfare
	BENEFIT	 	Salary	 	Bonus	 	Payment	 	Equity Awards	 	Vested Benefits	 	prior to July 1, 2009)	 	Benefits Continuation
	FORM OF PAYMENT

	 	Lump Sum
	 	Lump Sum
	 	Lump Sum
	 	Determined Under the
 Applicable Plan
	 	Determined Under the 
Applicable Plan
	 	Lump Sum
	 	Determined Under the
 Applicable Plan
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Termination For Cause

	 	Payable
	 	Not Payable
	 	Not Payable
	 	Determined Under the 
Applicable Plan
	 	Determined Under the 
Applicable Plan
	 	Not Payable
	 	Not Available
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Termination Without Cause

	 	Payable
	 	Payable
	 	Payable
	 	Determined Under the 
Applicable Plan
	 	Determined Under the
 Applicable Plan
	 	Payable
	 	Available
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Voluntary Termination

	 	Payable
	 	Not Payable
	 	Not Payable
	 	Determined Under the
 Applicable Plan
	 	Determined Under the
 Applicable Plan
	 	Not Payable
	 	Not Available
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Termination For Good Reason

	 	Payable
	 	Payable
	 	Payable
	 	Determined Under the
 Applicable Plan
	 	Determined Under the
 Applicable Plan
	 	Payable
	 	Available
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Termination Due to Retirement

	 	Payable
	 	Determined Under

the Applicable Plan
	 	Not Payable
	 	Determined Under the
 Applicable Plan
	 	Determined Under the
 Applicable Plan
	 	Not Payable
	 	Available
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Termination Due to Disability

	 	Payable
	 	Payable
	 	Not Payable
	 	Determined Under the
 Applicable Plan
	 	Determined Under the
 Applicable Plan
	 	Not Payable
	 	Available
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Termination Due to Death

	 	Payable
	 	Payable
	 	Not Payable
	 	Determined Under the
 Applicable Plan
	 	Determined Under the
 Applicable Plan
	 	Not Payable
	 	Not Available






 


13









 






	 	(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 Company or a subsidiary of the Company or any employee benefit plan
sponsored by the Company or a subsidiary of the Company is the Beneficial Owner of
forty 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 Company or a subsidiary of the Company or any
employee benefit plan sponsored by the Company or a subsidiary of the Company 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);





 


14









 











	 	(iii)	 	any merger, consolidation, recapitalization or reorganization of the Company
approved by the stockholders of the Company shall be consummated, other than any
such transaction immediately following which the persons who were the Beneficial
Owners of the outstanding securities of the Company entitled to vote in the
election of directors of the Company immediately prior to such transaction are the
Beneficial Owners of at least 55% of the total voting power represented by the
securities of the entity surviving such transaction entitled to vote in the
election of directors of such entity (or the ultimate parent of such entity) in
substantially the same relative proportions as their ownership of the securities of
the Company entitled to vote in the election of directors of the Company
immediately prior to such transaction; provided that, such continuity of ownership
(and preservation of relative voting power) shall be deemed to be satisfied if the
failure to meet such threshold (or to preserve such relative voting power) is due
solely to the acquisition of voting securities by an employee benefit plan of the
Company, such surviving entity or any subsidiary of such surviving entity;







	 	(iv)	 	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 Company
approved by the stockholders of the Company shall be consummated; or







	 	(v)	 	within any 24 month period, the persons who were directors of the
Company 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 or the board of directors of any successor to the
Company, 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 (v), and (B) was
not designated by a person who has entered into an agreement with the Company
to effect a transaction described in clause (iii) or (iv) of this definition of
the term Change of Control in Section 6(d) of this Agreement.







“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.




 


15












 





“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, 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.




“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.




“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.


 


16









 






“Termination For Good Reason” means the occurrence of any of the following after the
occurrence of 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 of least equal to that in effect immediately preceding the
Change of Control, other than an insubstantial or inadvertent 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, 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.



 


17









 






“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, (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.





 


18









 











	 	(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 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.
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.





 


19









 











	 	(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. To the extent that the amount of the estimated Tax
Reimbursement Payment exceeds the amount subsequently determined to have been due, Executive
shall repay such excess to the Company on the fifth business day after written demand by the
Company for payment.






7. Timing of Payments.



Accrued Salary shall be paid no later than 10 days following the termination of the Employment
Period. Any Severance Payment and Vested Benefits Enhancement, together with interest thereon based
on prevailing short term rates for the period between the date of payment and the termination of
the Employment Period, shall be paid during the 10 day period following the six month anniversary
of the termination of the Employment Period. Except as provided in the definition of “Payable” in
Section 5(d), a Pro-Rata Target Bonus, which payment is attributable to services performed by
Executive during the calendar year in which the Performance Period terminates, shall be paid as
follows: (a) if the Employment Period terminates in the first, second or third calendar quarter of
any particular calendar year, then the Pro-Rata Target Bonus shall be paid no later than 10 days
following the termination of the Employment Period; or (b) if the Employment Period terminates in
the fourth calendar quarter of any particular calendar year, then
the 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, but in no
event later than March 15 of the calendar year following the end of such fourth calendar quarter.
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.


 


20









 





In applying the provisions of Sections 5 and 6, continued participation in the health insurance
benefit plans shall be in two parts: (i) the first part shall continue from the date of termination
to the end of the 18-month period during which Executive would have been eligible for continuation
coverage under Section 601 et. seq. of the Employee Retirement Income Security Act of 1974, as
amended, and (ii) the second part shall commence on the first day after the end of the period
described in subclause (i) and shall end on the last day of the applicable Welfare Benefits
Continuation period. Continued participation in Welfare Benefits Continuation provided under
Section 6 other than with respect to health benefits shall also be provided in two parts: (i) the
first part shall continue from the Date of Termination until the second anniversary of Executive’s
Date of Termination, and (ii) the second part shall commence on the day immediately following such
second anniversary and continuing until the end of the applicable Continuation period. To the
extent Welfare Benefits Continuation consists of reimbursement of expenses, such reimbursement
shall be paid within 60 days of the submission of reasonably satisfactory evidence of such
expenses, in accordance with the generally applicable requirements under the applicable
arrangement, but in no event later than the end of the calendar year following the calendar year in
which such expenses are incurred. Any amount of expenses eligible for reimbursement of welfare
benefits or in-kind benefits provided during any calendar year shall not affect the expenses
eligible for reimbursement or in-kind benefits to be provided in any other calendar year.



Notwithstanding anything else in this Agreement to the contrary, for purposes of Sections 5 and 6,
Executive shall not be deemed to have had a termination of employment unless Executive shall have
also had a separation from service, as determined in accordance with any policies or practices that
the Company shall adopt in accordance with, or as otherwise determined pursuant to, Section 409A of
the Code and the regulations and guidance promulgated thereunder.



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 Section 5 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.


 


21









 





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 until the earlier of: (i) the last
day of the one year period following any Voluntary Termination of the Employment Period by
Executive pursuant to Section 5 hereof, or (ii) the date a Change of Control occurs (the
“Restriction Period”), 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 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 a set forth herein. Notwithstanding anything herein to the
contrary, the terms of this Section 9(a) shall not apply in the event of any termination of
employment following a Change of Control as provided for in Section 6 of this Agreement.







	 	(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)).





 


22









 











	 	(c)	 	Non-Solicitation of Employees. During the Employment Period and until the earlier of:
(i) the last day of the one year period following any Voluntary Termination of the Employment
Period by Executive pursuant to Section 5 hereof, or (ii) the date a Change of Control occurs,
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. Notwithstanding anything herein to the contrary, the terms of this Section 9(c) shall not
apply in the event of any termination of employment following a Change of Control as provided for
in Section 6 of this Agreement.







	 	(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
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.





 


23









 










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), 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
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.





 


24









 











	 	(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):






	 	 	 	 	 
	 

	 	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





 


25









 






	 	(j)	 	Amendments. This Agreement may not be altered, modified or amended except by a
written instrument signed by each of the parties hereto, provided, however, that the Company
may unilaterally amend this Agreement at any time as may be necessary, in its reasonable
judgment, to comply with law or to avoid payments to the Executive under the Agreement being
subject to an additional tax under Section 409A of the Code. This Agreement is intended to
comply with Section 409A of the Code, and no action taken by the Company shall be construed
in a manner that would result in the imposition of an additional tax on Executive under
Section 409A of the Code.







Notwithstanding anything to the contrary contained herein or in any other plan or
agreement, if the Company and or any of its subsidiaries participates in the Troubled
Assets Relief Program or any similar program under the Emergency Economic Stabilization Act
of 2008 (“EESA”) and Executive is determined to be a “senior executive officer” within the
meaning of EESA, Executive agrees that this Agreement and any other compensation
arrangements with the Company and its subsidiaries shall be deemed modified to the extent
necessary to comply with the provisions of EESA and all related U.S. Treasury Department
and Internal Revenue Service regulations and guidance promulgated thereunder, including but
not limited to the following: (i) bonus and incentive compensation arrangements may be
limited to the extent necessary to ensure that senior executive officers are not encouraged
to take risks that are unnecessary or excessive, (ii) all bonus and incentive compensation
shall, to the extent required by EESA, be subject to recovery or “clawback” by the Company
if the payments were based on materially inaccurate financial statements or any other
materially inaccurate performance metric criteria, (iii) any amounts treated as “golden
parachute payments” under Section 280G of the Internal Revenue Code shall be limited to the
extent required by EESA, and (iv) Executive hereby waives all rights to compensation the
payment of which is prohibited by EESA. Executive shall execute such amendments to this or
any other applicable agreement or plan or arrangement as the Company shall determine to be
necessary to affect the foregoing sentence. To the extent required by EESA or the U.S.
Treasury Department, Executive hereby agrees to grant to the U.S. Treasury Department a
waiver releasing the U.S. Treasury Department from any claims that Executive may have as a
result of the issuance of any regulations which modify the terms of any benefit plans,
arrangements or agreements to eliminate any provisions that would not be in compliance with
the requirements of Section 111 of EESA and any guidance or regulations promulgated
thereunder. Executive further hereby agrees that this Agreement and any other compensation
arrangements with the Company and its subsidiaries shall be deemed modified to the extent
necessary to comply with the provisions of programs under future legislation similar to
EESA and all related regulations and guidance promulgated thereunder, and to cooperate with
the Company’s participation in any such programs.


 


26









 






	 	(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.






“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:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 

By:     Ann M. de Raismes
	 	 
	 

	 	 	 	Title: Executive Vice President, Human Resources	 	 
	 
	 	 	 	 	 	 
	 


	 	 	 	 	 	 
	 	 	EXECUTIVE:	 	 
	 
	 	 	 	 	 	 
	WITNESSED:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Thomas M. Marra	 	 
	 
	 	 	 	 	 	 
	 


	 	 	 	 	 	 







 


27