EX-10.02



 Exhibit 10.02 

 
 



 
 PERSONAL & CONFIDENTIAL 
 March 21, 2012 
 Mr. David Levenson 

President, Wealth Management 
 The Hartford

 200 Hopmeadow Street 
 Simsbury, CT
06089 
  

	Re:	Retention Bonus 

 Dear Dave: 

As you are aware, The Hartford Financial Services Group, Inc. (“The Hartford”) is exploring various strategic actions involving the Wealth
Management Division and its component businesses, including but not limited to the potential sale of Retirement Products and Individual Life and the placement into runoff of Individual Annuity (collectively, the “Businesses”). 

To ensure that you will be focused on a successful outcome and to reward you for your efforts, we offer you the following additional incentive
opportunity: 
  

	1.	RETENTION PAYMENT. Subject to your satisfaction of the conditions and requirements set forth in Section II below, you will receive gross payments in the amounts
and on the dates indicated: $500,000 on June 30, 2012, $1,000,000 on September 30, 2012 and $500,000 on February 28, 2013 (collectively the “Payments”). The Payments will be made to you net of all applicable taxes.


  

	2.	REQUIREMENTS AND CONDITIONS. Payment of the incentive listed in Section 1 above is conditional and requires that you satisfy the following requirements. You
must: 

  

	 	a)	remain actively employed by The Hartford (meaning that you will continue to devote the whole of your time, attention and skill to your duties) as of the respective
payment dates set forth above; and 

  

	 	b)	continue the performance of your duties, including any duties related to strategic transactions involving the Businesses, at an acceptable level and not take any
actions or engage in any inaction which may cause any material adverse changes or deviations to the Businesses or their ability to perform substantially on target with their performance goals and objectives. 


3. PAYMENTS NOT COMPENSATION. Any amount paid pursuant to Section 1 of this Agreement shall not be considered compensation for purposes of
eligibility or calculations under any of The Hartford’s benefit plans that may be applicable to you. The Hartford will issue you an IRS W-2 Form with respect to any amounts paid pursuant to Section 1. 

4. AT-WILL EMPLOYMENT. Nothing in this Agreement alters your status as an at-will employee. This Agreement also does not alter or change your
existing compensation and benefits. Should The Hartford release you from employment prior to all Payments being made, you will receive the next scheduled Payment on the next scheduled payment date, provided that the requirements of Section 2(b)
continued to be met. 







 March 21, 2012 
 Page 2 of 3 
 5. EXISTING SEVERANCE OBLIGATIONS. This Agreement shall not affect your
rights under The Hartford Senior Executive Officer Severance Pay Plan (“Plan”), and all payments made under this Agreement shall be in addition to and not in place of payments made to you under the Plan. Further, this Agreement shall not
alter your obligations under the Hartford Protection Agreement, which will remain in full force and effect. 
 6. GOVERNING LAW. This
Agreement shall be deemed to be made in and in all respects be interpreted, construed, and governed by and in accordance with the laws of the State of Connecticut, without regard to applicable principles of conflicts of law. 

7. ARBITRATION. Any controversy arising with respect to this Agreement shall be determined by arbitration in Hartford, Connecticut, in accordance
with the commercial arbitration rules of the American Arbitration Association. The award shall be accompanied by findings of fact and a statement of reasons for the award. The Parties agree to be bound by the results of the arbitration. Judgment
upon the award so rendered may be entered and enforced in any court of competent jurisdiction. 
 All matters relating to such arbitration shall
be maintained in confidence, except to the extent that disclosure is required by law. 
 Nothing contained in this Section shall prohibit either
you or The Hartford from seeking equitable relief, without resorting to arbitration, if circumstances cause either party to reasonably believe that its interests hereunder and/or in its property may be compromised absent an immediate judicial
determination. 
 8. WRITTEN MODIFICATION REQUIRED. This Agreement may be modified only by a written amendment duly signed by both
parties. 
 9. NOTICES. All notices, requests, demands, claims, or other communications required by this Agreement must be in writing and
should be sent by registered or certified mail, return receipt requested, postage pre-paid, and addressed to the intended recipient as set forth below: 
  

			
	If to The Hartford:	  	If to the Employee:
		
	 Eileen Whelley
 Executive Vice
President
 Human Resources
 One
Hartford Plaza
 Mail Stop HO-1-01

Hartford, CT 06155
	  	 David Levenson
 18 School House
Lane
 Simsbury, CT 06070


 A notice, request, demand, claim, or other communication shall not be deemed to have been duly given unless and until it
actually is received by the intended recipient. Any party may change the address listed above by giving the other party notice in the manner set forth above. 







 March 21, 2012 
 Page 3 of 3 
 10. COUNTERPARTS. The Agreement may be executed in one or more counterparts,
each of which will be deemed an original, but all of which together will constitute one and the same instrument. 
 11. ASSIGNMENT. Your
rights, duties and obligations under this Agreement are not transferable or assignable without the express and prior written consent of The Hartford. 
 Finally, we would like to thank you for your contribution to The Hartford to date and to remind you how much we value your commitment and skills. 
 We look forward to your understanding and support. 
 Sincerely, 

 

	
	/s/ Eileen Whelley
	 Executive Vice President,

Human Resources


  

	
	I understand and agree to the above
	
	/s/ David Levenson
	 David Levenson
 Dated:
March 21, 2012