Exhibit 10(iii)(f)
PRE-RETIREMENT DEATH BENEFIT AND
SUPPLEMENTAL PENSION AGREEMENT
THIS AGREEMENT, made and entered into this14th day of March, 1997
between The Hartford Steam Boiler Inspection and Insurance Company, (hereinafter
referred to as the "Company"), a corporation organized and existing under the
laws of the State of Connecticut and _________ (hereinafter referred to as the
"Executive").
WHEREAS, the Company considers it essential to the best interests of
its shareholders to foster the continued employment of key management personnel;
and
WHEREAS, the Executive is willing to continue in the employ of the
Company if the Company will agree to pay him or his designees certain benefits
in accordance with the provisions and conditions hereinafter set forth;
NOW, THEREFORE, for value received and in consideration of the mutual
covenants contained herein, the parties covenant and agree as follows:
ARTICLE I - DEFINITIONS
For purposes of this Agreement, the following terms have the meanings set forth
below:
1.1 "Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated
under Section 12 of the Exchange Act.
1.2 "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the
Exchange Act.
1.3 "Beneficiary" shall mean the person or persons designated under Section 7.1
hereof to receive benefits payable under this Agreement upon the
Executive's death.
1.4 "Board" shall mean the Board of Directors of the Company.
1.5 "Cause" for termination by the Company of the Executive's employment
shall mean (i) the willful and continued failure by the Executive to
substantially perform the Executive's duties with the Company (other
than any such failure resulting from the Executive's incapacity due to
physical or mental illness or any such actual or anticipated failure
after the issuance of a Notice of Termination for Good Reason by the
Executive pursuant to Section 6.1 hereof) after a written demand for
substantial performance is delivered to the Executive by the Board,
which demand specifically (a) identifies the manner in which the Board
believes that the Executive has not substantially performed the
Executive's duties and (b) states a period of time within which the
Executive must correct such failure (which is reasonable based on the
specific circumstances of such failure), and the period of time
specified in the demand has expired; or (ii) the willful engaging by
the Executive in conduct which is demonstrably and materially injurious
to the Company or its subsidiaries, monetarily or otherwise. For
purposes of clauses (i) and (ii) of this definition, no act, or failure
to act, on the Executive's part shall be deemed "willful" unless done,
or omitted to be done, by the Executive not in good faith and without
reasonable belief that the Executive's act, or failure to act, was in
the best interest of the Company.
1.6 A "Change in Control" shall be deemed to have occurred if the event set
forth in any one of the following paragraphs shall have occurred:
(a) any Person is or becomes the Beneficial Owner, directly
or indirectly, of securities of the Company (not including in the
securities beneficially owned by such Person any securities acquired
directly from the Company or its affiliates) representing 25% or more
of the combined voting power of the Company's then outstanding
securities, excluding any Person who becomes such a Beneficial Owner in
connection with a transaction described in clause (i) of paragraph (c)
below; or
(b) the following individuals cease for any reason to constitute
a majority of the number of directors then serving: individuals who, on
the date hereof, constitute the Board and any new director (other than
a director whose initial assumption of office is in connection with an
actual or threatened election contest, including but not limited to a
consent solicitation, relating to the election of directors of the
Company) whose appointment or election by the Board or nomination for
election by the Company's shareholders was approved or recommended by a
vote of at least two-thirds (2/3) of the directors then still in office
who either were directors on the date hereof or whose appointment,
election or nomination for election was previously so approved or
recommended; or
(c) there is consummated a merger or consolidation of the
Company or any direct or indirect subsidiary of the Company with any
other corporation, other than (i) a merger or consolidation which would
result in the voting securities of the Company outstanding immediately
prior to such merger or consolidation continuing to represent (either
by remaining outstanding or by being converted into voting securities
of the surviving entity or any parent thereof), in combination with the
ownership of any trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any subsidiary of the Company,
at least 60% of the combined voting power of the securities of the
Company or such surviving entity or any parent thereof outstanding
immediately after such merger or consolidation, or (ii) a merger or
consolidation effected to implement a recapitalization of the Company
(or similar transaction) in which no Person is or becomes the
Beneficial Owner, directly or indirectly, of securities of the Company
(not including in the securities Beneficially Owned by such Person any
securities acquired directly from the Company or its Affiliates)
representing 25% or more of the combined voting power of the Company's
then outstanding securities; or
(d) the shareholders of the Company approve a plan of complete
liquidation or dissolution of the Company or there is consummated an
agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets, other than a sale or
disposition by the Company of all or substantially all of the Company's
assets to an entity, at least 60% of the combined voting power of the
voting securities of which are owned by shareholders of the Company in
substantially the same proportions as their ownership of the Company
immediately prior to such sale.
Notwithstanding the foregoing, a "Change in Control" shall not be
deemed to have occurred by virtue of the consummation of any
transaction or series of integrated transactions immediately following
which the record holders of the common stock of the Company immediately
prior to such transaction or series of transactions continue to have
substantially the same proportionate ownership in an entity which owns
all or substantially all of the assets of the Company immediately
following such transaction or series of transactions.
1.7 "Company" shall mean The Hartford Steam Boiler Inspection and Insurance
Company and, except in determining whether or not any Change in Control
of the Company has occurred, shall include any successor to its
business and/or assets which assumes and agrees to perform this
Agreement by operation of law, or otherwise.
1.8 "Date of Election" shall mean ____________________.
1.9 "Disability" shall be deemed the reason for the Termination of
Employment of the Executive by the Company if, as a result of the
Executive's incapacity due to physical or mental illness, the Executive
shall have been absent from the full-time performance of the
Executive's duties with the Company for a period of six (6) consecutive
months, the Company shall have given the Executive a notice of
termination for Disability, and, within thirty (30) days after such
notice of termination is given, the Executive shall not have returned
to the full-time performance of the Executive's duties.
1.10 "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.
1.11 "Executive" shall mean the individual named in the first paragraph of
this Agreement.
1.12 "Executive's Base Annual Salary" shall mean annual salary, exclusive of
bonuses, in effect at the date of Termination of Employment of the
Executive or, if higher, in effect (i) immediately prior to the Change
in Control or (ii) immediately prior to the first occurrence of an
event or circumstance constituting Good Reason in the event of a
termination for Good Reason.
1.13 "Good Reason" for Termination of Employment by the Executive shall mean
the occurrence (without the Executive's express written consent) after
any Change in Control, or prior to a Change in Control under the
circumstances described in clauses (i), (ii) and (iii) of the first
sentence of Section 4.2 hereof (treating all references in paragraphs
(a) through (g) below to a "Change in Control" as references to a
"Potential Change in Control"), of any one of the following acts by the
Company, or failures by the Company to act, unless, in the case of any
act or failure to act described in paragraph (a), (e), (f) or (g)
below, such act or failure to act is corrected prior to the date of
termination specified in the Notice of Termination given in respect
thereof:
(a) the assignment to the Executive of any duties inconsistent
with the Executive's status as a senior executive officer of the
Company or a substantial adverse alteration in the nature or status of
the Executive's responsibilities from those in effect immediately prior
to the Change in Control;
(b) a reduction by the Company in the Executive's annual base
salary as in effect on the date hereof or as the same may be increased
from time to time, except for across-the-board salary reductions
similarly affecting all senior executives of the Company and all senior
executives of any Person in control of the Company;
(c) the Company's requiring the Executive to be based more than
50 miles from the Executive's principal place of employment immediately
prior to the Change in Control, except for required travel on the
Company's business to an extent substantially consistent with the
Executive's present business travel obligations;
(d) the failure by the Company to pay to the Executive any
portion of the Executive's current compensation except pursuant to an
across-the-board compensation deferral similarly affecting all senior
executives of the Company and all senior executives of any Person in
control of the Company, or to pay to the Executive any portion of an
installment of deferred compensation under any deferred compensation
program of the Company, within seven (7) days of the date such
compensation is due;
(e) the failure by the Company to continue in effect any
compensation plan in which the Executive participates immediately prior
to the Change in Control which is material to the Executive's total
compensation, unless an equitable arrangement (embodied in an ongoing
substitute or alternative plan) has been made with respect to such
plan, or the failure by the Company to continue the Executive's
participation therein (or in such substitute or alternative plan) on a
basis not materially less favorable, both in terms of the amount or
timing of payment of benefits provided and the level of the Executive's
participation relative to other participants, as existed immediately
prior to the Change in Control;
(f) the failure by the Company to continue to provide the
Executive with benefits substantially similar to those enjoyed by the
Executive under any of the Company's pension, savings, life insurance,
medical, health and accident, or disability plans in which the
Executive was participating immediately prior to the Change in Control
(except for across the board changes similarly affecting all senior
executives of the Company and all senior executives of any Person in
control of the Company), the taking of any other action by the Company
which would directly or indirectly materially reduce any of such
benefits or deprive the Executive of any material fringe benefit
enjoyed by the Executive at the time of the Change in Control, or the
failure by the Company to provide the Executive with the number of paid
vacation days to which the Executive is entitled on the basis of years
of service with the Company in accordance with the Company's normal
vacation policy in effect at the time of the Change in Control; or
(g) any purported termination of the Executive's employment which
is not effected pursuant to a Notice of Termination satisfying the
requirements of Section 6.1 hereof; for purposes of this Agreement, no
such purported termination shall be effective.
The Executive's right to terminate the Executive's employment for Good
Reason shall not be affected by the Executive's incapacity due to
physical or mental illness. The Executive's continued employment shall
not constitute consent to, or a waiver of rights with respect to, any
act or failure to act constituting Good Reason hereunder.
1.14 "Notice of Termination" shall have the meaning set forth in Section
6.1 hereof.
1.15 "Person" shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof,
except that such term shall not include (i) the Company or any of its
subsidiaries, (ii) a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any of its Affiliates,
(iii) an underwriter temporarily holding securities pursuant to an
offering of such securities, or (iv) a corporation owned, directly or
indirectly, by the shareholders of the Company in substantially the
same proportions as their ownership of stock of the Company.
1.16 "Potential Change in Control" shall be deemed to have occurred if the
event set forth in any one of the following paragraphs shall have
occurred:
(a) the Company enters into an agreement, the consummation of
which would result in the occurrence of a Change in Control;
(b) the Company or any Person publicly announces an intention to
take or to consider taking actions which, if consummated, would
constitute a Change in Control;
(c) any Person becomes the Beneficial Owner, directly or
indirectly, of securities of the Company representing 10% or more of
either the then outstanding shares of common stock of the Company or
the combined voting power of the Company's then outstanding securities
(not including in the securities beneficially owned by such Person any
securities acquired directly from the Company or its affiliates); or
(d) the Board adopts a resolution to the effect that, for
purposes of this Agreement, a Potential Change in Control has occurred.
1.17 "Termination of Employment" means the cessation of the Executive's
full-time employment.
ARTICLE II - PRE-RETIREMENT DEATH BENEFIT
2.1 If the Termination of Employment of the Executive is on account of the
Executive's death, a death benefit equal to fifty percent (50%) of the
Executive's Base Annual Salary at the time of his death will be paid
subject to the limitations under Article VII. This death benefit will
be paid by the Company to the Beneficiary of the Executive each year
for fifteen years (15) years. The amount to be paid each year will be
paid in equal monthly installments beginning on the first day of the
month following the date of the Executive's death and on the first day
of each month thereafter. If Termination of Employment of the Executive
is on account of any event other than death, no benefit will be paid by
the Company under this Article II.
ARTICLE III - SUPPLEMENTAL PENSION BENEFIT
3.1 Eligibility for Supplemental Pension Benefit on Termination of
Employment on or after Age 65
If Termination of Employment occurs on or after the Executive has
attained age 65, the Executive will be entitled to receive an annual
supplemental pension benefit under this Agreement in an amount equal to
thirty-five percent (35%) of the Executive's Base Annual Salary times a
fraction where the numerator represents the number of full calendar
months completed since the Date of Election up until the first day of
the month following the date of Termination of Employment (but not
greater than 60) and the denominator is sixty (60). This supplemental
pension benefit will be paid by the Company to the Executive each year
for fifteen (15) years. The amount to be paid each year will be paid in
equal monthly installments, beginning on the first day of the month
following the date of Termination of Employment of the Executive, and
on the first day of each month thereafter.
3.2 Eligibility for Supplemental Pension Benefit on Termination of Employment
after Age 55 but prior to age 65
If Termination of Employment occurs after the Executive has attained
age 55 but prior to attaining age 65, the Executive will be entitled to
receive the annual supplemental pension benefit calculated under
Section 3.1 under this Agreement multiplied by the applicable
percentage set forth in Appendix A. This supplemental pension benefit
will be paid by the Company to the Executive each year for fifteen (15)
years. The amount to be paid each year will be paid in equal monthly
installments beginning on the first day of the month following the date
of the Termination of Employment of the Executive and on the first day
of each month thereafter.
3.3 Eligibility for Supplemental Pension Benefit on Termination of
Employment by the Company Prior to Age 55
(a) If Termination of Employment of the Executive by the Company
occurs prior to the Executive attaining age 55, the Executive
will be entitled to receive the annual supplemental pension
benefit calculated under Section 3.1 under this Agreement
multiplied by seventy percent (70%). This supplemental pension
benefit will be paid by the Company to the Executive each year
for fifteen (15) years. The amount to be paid each year will be
paid in equal monthly installments beginning on the first day of
the month following the month within which the Executive attains
age 55 and on the first day of each month thereafter. In the
event the Executive dies prior to the commencement date of the
benefit, such benefits will be paid to the Executive's
Beneficiary in accordance with Section 7.1 hereof, beginning on
the first day of the month following the month within which the
Executive would have attained age 55.
(b) If Termination of Employment is by reason of the voluntary
resignation of the Executive prior to attainment of age 55 (other
than for death, Disability or Good Reason following a Change in
Control of the Executive pursuant to the provisions of Article
IV) hereof, the Executive shall not be entitled to any benefit
under this Agreement.
3.4 Eligibility for Supplemental Pension Benefit on Disability
(a) If Termination of Employment of the Executive occurs on account
of Disability the Executive will be entitled to receive a
supplemental pension benefit under this Agreement in an amount
equal to thirty-five percent (35%) of the Executive's Base Annual
Salary reduced by any benefit to which the Executive may be
entitled under Social Security, the Company's Long-Term
Disability Plan, Worker's Compensation awards, or any combination
thereof, on account of Disability. This supplemental pension
benefit, if any, will be paid by the Company to the Executive
each year for fifteen (15) years. The amount to be paid each year
will be paid in equal monthly installments, beginning on the
first day of the month following the date of Termination of the
Executive's Employment, and on the first day of each month
thereafter.
(b) If, at any time during a period in which the Executive is
entitled to receive payments on account of Disability, the
condition of Disability no longer exists, the Company's
obligation to make any further payments on account of such
Disability will terminate on the date on which such Disability no
longer exists.
ARTICLE IV - TERMINATION OF EXECUTIVE'S EMPLOYMENT FOLLOWING CHANGE IN CONTROL
4.1 In lieu of the benefit, if any, to which the Executive would be
entitled under the provisions of Article III hereof, if (i) Termination
of Employment of the Executive occurs within three years following a
Change in Control, other than (A) by the Company for Cause, (B) by
reason of death or Disability, or (C) by the Executive without Good
Reason, or (ii) the Executive voluntarily terminates his/her employment
for any reason during the one-month period commencing on the first
anniversary of the Change in Control, then, in either such case, the
Company shall pay the Executive the amounts determined in accordance
with Section 3.1 hereof as though the Executive had attained age 65
prior to such termination and had been in full-time employment for
sixty (60) months following the Executive's Date of Election. This
supplemental pension benefit will be paid by the Company to the
Executive each year for fifteen (15) years. The amount to be paid each
year will be paid in equal monthly installments beginning on the first
day of the month following the date of the termination of the Executive
and on the first day of each month thereafter.
4.2 For purposes of this Agreement, the Executive's employment shall be
deemed to have been terminated following a Change in Control by the
Company without Cause or by the Executive with Good Reason, if (i) the
Executive's employment is terminated by the Company without Cause prior
to a Change in Control (whether or not a Change in Control thereafter
occurs) and such termination was at the request or direction of a
Person who has entered into an agreement with the Company the
consummation of which would constitute a Change in Control, (ii) the
Executive terminates his/her employment for Good Reason prior to a
Change in Control (whether or not a Change in Control thereafter
occurs) and the circumstance or event which constitutes Good Reason
occurs at the request or direction of such Person, or (iii) the
Executive's employment is terminated, after the occurrence of a
Potential Change in Control and prior to a Change in Control, by the
Company without Cause or by the Executive for Good Reason and such
termination or the circumstance or event which constitutes Good Reason
is otherwise in connection with or in anticipation of a Change in
Control which occurs within six months after the issuance of the Notice
of Termination in connection with such termination.
ARTICLE V -TERMINATION OF EMPLOYMENT
OF THE EXECUTIVE FOR CAUSE
5.1 If Termination of Employment of the Executive is for Cause,
notwithstanding any other provision of this Agreement, the Executive
will not be entitled to receive any benefits hereunder.
ARTICLE VI - NOTICE OF TERMINATION
6.1 Any purported termination of the Executive's employment (i) by the
Company or (ii) following a Change in Control, by the Executive for
Good Reason or in accordance with clause (ii) of Section 4.1 shall be
communicated by written Notice of Termination from one party hereto to
the other party hereto in accordance with Section 9.12 hereof. For
purposes of this Agreement, a "Notice of Termination" shall mean a
notice which shall indicate the specific termination provision in this
Agreement relied upon and shall set 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. Further, a
Notice of Termination for Cause is required to include a copy of a
resolution duly adopted by the affirmative vote of not less than
three-quarters (3/4) of the entire membership of the Board at a meeting
of the Board which was called and held for the purpose of considering
such termination (after reasonable notice to the Executive and an
opportunity for the Executive, together with the Executive's counsel,
to be heard before the Board) finding that, in the good faith opinion
of the Board, the Executive was guilty of conduct set forth in clause
(i) or (ii) of the definition of Cause herein, and specifying the
particulars thereof in detail.
6.2 The effective date of Termination of Employment of Executive for
termination of employment requiring notice pursuant to Section 6.1
hereof shall be (i) if the Executive's employment is terminated for
Disability, thirty (30) days after Notice of Termination is given
(provided that the Executive shall not have returned to the full-time
performance of the Executive's duties during such thirty (30) day
period), and (ii) if the Executive's employment is terminated for any
other reason, the date specified in the Notice of Termination (which,
in the case of a termination by the Company, shall not be less than
thirty (30) days (except in the case of a termination for Cause) nor
more than sixty (60) days and, in the case of a termination by the
Executive, shall not be less than fifteen (15) days nor more than sixty
(60) days, respectively, from the date such Notice of Termination is
given).
ARTICLE VII- BENEFICIARY OF DEATH BENEFIT
OR SUPPLEMENTAL PENSION
7.1 In the event that the termination of the Executive's employment with
the Company is on account of the Executive's death or that the
Executive should die prior to receipt of any amounts(s) due or
remaining to be paid under Articles III or IV of this Agreement, the
death benefit payable under Article II or any amounts remaining payable
under Articles III or IV, shall be paid at the times and in the manner
specified under the terms of Article II or Articles III or IV, as
applicable, to such Beneficiary or Beneficiaries as the Executive may
have designated by filing with the Company a notice in writing in a
form acceptable to the Company. In the absence of any such designation,
such unpaid amounts shall be paid to the Executive's surviving spouse,
or if the Executive should die without a spouse surviving, to the
Executive's estate.
ARTICLE VIII - CLAIMS PROCEDURE
8.1 Filing Claims
Any insured, Beneficiary or other individual (hereinafter, "Claimant")
entitled to benefits under the Agreement shall file a claim request
with the Administrator.
8.2 Notification of Claimant
If a claim request is wholly or partially denied, the Administrator
will furnish to the Claimant a notice of the decision within 90 days in
writing and in a manner calculated to be understood by the Claimant,
which notice will contain the following information:
(a) The specific reason or reasons for the denial;
(b) Specific reference to pertinent provisions of the Agreement upon
which the denial is based;
(c) A description of any additional material or information necessary
for the Claimant to perfect the Claim and an explanation of why
such material or information is necessary; and
(d) An explanation of the claims review procedure under the Agreement
describing the steps to be taken by a Claimant who wishes to
submit his claim for review.
8.3 Review Procedure
Claimant or his authorized representative may with respect to any
denied claims:
(a) Request a review upon written application filed
within sixty (60) days after receipt by the Claimant
of written notice of the denial of his claim;
(b) Review pertinent documents; and
(c) Submit issues and comments in writing.
Any request or submission must be in writing and directed to the
Fiduciary, as defined under Section 9.9, (or its designee). The
Fiduciary (or its designee) will have the sole responsibility for the
review of any denied claim and will take all steps appropriate in the
light of its findings.
8.4 Decision on Review
(a) The Fiduciary (or its designee) will render a decision
following its review. If special circumstances (such as the
need to hold a hearing on any matter pertaining to the denied
claim) warrant additional time, the decision will be rendered
as soon as possible, but not later than 120 days after receipt
of the request for review. Written notice of any such
extension will be furnished to the Claimant prior to the
commencement of the extension.
(b) The decision on review will be in writing and will include
specific reasons for the decision, written in a manner
calculated to be understood by the Claimant, as well as
specific references to the pertinent provisions of the
Agreement on which the decision is based.
(c) If the decision on the review is not furnished to the Claimant
within the time limits prescribed above, the claim will be
deemed denied on review.
ARTICLE IX - MISCELLANEOUS PROVISIONS
9.1 Misrepresentation.
(a) The Company may deem it appropriate to insure its obligation
to provide all or any part of the benefits described in this
Agreement. If the Company does deem it appropriate to insure
all or any part of any such benefits, the Company will so
notify the Executive. The Executive agrees to take whatever
actions may be necessary to enable the Company to timely apply
for, acquire and maintain such insurance and to fulfill the
requirements of the insurance company relative to the issuance
thereof.
(b) If the Executive is required by the Company to submit
information to one or more insurers in order to secure
insurance as described herein, and if the Executive has made a
material misrepresentation in any application for such
insurance, the Executive's right to a benefit under this
Agreement will be reduced by the amount of the benefit that is
not paid by the insurer(s) because of such material
misrepresentation.
9.2 Satisfaction of Claims
The Executive agrees that his rights and interests, and rights and
interests of any persons taking under or through him, will be
completely satisfied upon compliance by the Company with the provisions
of this Agreement.
9.3 Amendment; Waiver; Superseding Agreement.
(a) No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is
agreed to in writing and signed by the Executive and such officer
as may be specifically designated by the Board. No waiver by
either party hereto at any time of any breach by the other party
hereto of, or of any lack of compliance with, any condition or
provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. This
Agreement supersedes any other agreements or representations,
oral or otherwise, express or implied, with respect to the
subject matter hereof which have been made by either party,
including, but not limited to, the Preretirement Death Benefit
and Supplemental Pension Agreement between the parties, dated
---------------------.
(b) The Agreement may be altered, amended, or modified only by a
written instrument signed by the Company and the Executive. This
Agreement sets forth the entire understanding of the parties with
respect to the subject matter thereof.
9.4 Governing Law
The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Connecticut.
All references to sections of the Exchange Act shall be deemed also to
refer to any successor provisions to such sections. Any payments
provided for hereunder shall be paid net of any applicable withholding
required under federal, state or local law and any additional
withholding to which the Executive has agreed.
9.5 Non-Assignable Rights
Neither the Executive nor his spouse, nor other Beneficiary, will have
any right to commute, sell, assign, transfer or otherwise convey the
right to receive any payments hereunder without the written consent of
the Company. Such payments and the right thereto are expressly declared
to be non-assignable and nontransferable.
9.6 Independence of Agreement
The benefits under this Agreement will be independent of, and in
addition to, any other agreement that may exist from time to time
between the parties hereto, or any other compensation payable by the
Company to the Executive, whether as salary, bonus or otherwise. This
Agreement will not be deemed to constitute a contract of employment
between the parties hereto, nor will any provision hereof restrict the
right of the Company to discharge the Executive, or restrict the right
of the Executive to terminate his employment.
9.7 Non-Secured Promise
The rights of the Executive under this Agreement and of any Beneficiary
of the Executive will be solely those of an unsecured creditor of the
Company. Any insurance policy or any other asset acquired or held by
the Company in connection with the liabilities assumed by it hereunder,
will not be deemed to be held under any trust for the benefit of the
Executive or his beneficiaries or to be security for the performance of
the obligations of the Company, but will be, and remain, a general,
unpledged, unrestricted asset of the Company and the Company will
retain all ownership rights in any such policy.
9.8 Successors; Binding Agreement
In addition to any obligations imposed by law upon any successor to the
Company, the Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to
expressly assume and agree to perform this Agreement in the same manner
and to the same extent that the Company would be required to perform it
if no such succession had taken place. Failure of the Company to obtain
such assumption and agreement prior to the effectiveness of any such
succession which is in connection with a Change in Control shall be a
breach of this Agreement and shall entitle the Executive to
compensation from the Company in the same amount and on the same terms
as the Executive would be entitled to hereunder if the Executive were
to terminate the Executive's employment for Good Reason after a Change
in Control, except that, for purposes of implementing the foregoing,
the date on which any such succession becomes effective shall be deemed
the date of Termination of Employment of the Executive.
9.9 Fiduciary and Administrator
(a) The Human Resources Committee of the Board will be Fiduciary
and the Company will be Administrator of this Agreement. The
Company's Board of Directors may authorize a person or group
of persons to fulfill the responsibilities of the Company as
Administrator.
(b) The Fiduciary or the Administrator may employ others to render
advice with regard to its responsibilities under this
Agreement. The Fiduciary may also allocate fiduciary
responsibilities to others and may exercise any other powers
necessary for the discharge of its duties to the extent not in
conflict with any provisions of the Employee Retirement Income
Security Act of 1974 that may be applicable.
9.10 Waiver by Human Resources Committee
The Human Resources Committee of the Board is authorized to waive any
provisions of this Agreement which would otherwise operate to deny,
reduce or delay any benefit payments under any provisions of this
Agreement.
9.11 Arbitration
Any dispute or controversy arising under this Agreement in connection
with any termination-related compensation or benefit and any such
dispute or controversy in connection with a claim for compensation or
benefits to which Article VIII applies (after application of the
provisions of said Article VIII) shall be settled exclusively by
arbitration in Hartford, Connecticut in accordance with the rules of
the American Arbitration Association then in effect. Judgment may be
entered on the arbitrator's award in any court having jurisdiction.
9.12 Notices
For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by
United States registered mail, return receipt requested, postage
prepaid, addressed, if to the Executive, to the address inserted below
the Executive's signature on the final page hereof and, if to the
Company, to the address set forth below, or to such other address as
either party may have furnished to the other in writing in accordance
herewith, except that notice of change of address shall be effective
only upon actual receipt:
To the Company:
The Hartford Steam Boiler
Inspection and Insurance Company
One State Street
P.O. Box 5024
Hartford, CT 06102-5024
Attention: Corporate Secretary
9.13 Validity
The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and
effect.
9.14 Counterparts
This Agreement may be executed in several counterparts, each of which
shall be deemed to be an original but all of which together will
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have hereunto set their hands, the
Company by its duly authorized officer, on the day and year first
written above.
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Executive
THE HARTFORD STEAM BOILER
INSPECTION AND INSURANCE
COMPANY
/s/ Gordon W. Kreh
Its: President
APPENDIX A
ATTAINED AGE PERCENTAGE OF
AT TERMINATION OF BENEFIT
EMPLOYMENT
65 100
64 97
63 94
62 91
61 88
60 85
59 82
58 79
57 76
56 73
55 70