EXHIBIT 10.19
THE HARTFORD 1996 DEFERRED COMPENSATION PLAN
ARTICLE I
PURPOSE
1.1 PURPOSE. The purpose of the Plan is to provide, in the discretion of the
Committee, an opportunity for certain Key Employees to defer the receipt of
certain Eligible Compensation to the extent provided herein. The Plan is
intended to constitute an unfunded and unsecured deferred compensation
arrangement for a select group of management or highly compensated employees for
purposes of ERISA. The Plan restates the terms of certain unfunded and unsecured
deferred compensation arrangements established for such employees by ITT
Corporation and The Hartford in 1994 and 1995, and continued by The Hartford to
the extent provided hereunder. Capitalized terms used in the Plan shall have the
meanings provided herein.
ARTICLE II
DEFINITIONS
The following terms shall have the following meanings for purposes of the Plan:
"ACCOUNT" means the account maintained on behalf of a Participant pursuant to
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the Plan.
"ACT" means the Securities Exchange Act of 1934, as amended.
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"BENEFICIAL OWNER" means any Person who, directly or indirectly, has the right
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to vote or dispose of or has "beneficial ownership" (within the meaning of Rule
13d-3 under 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: (A) a Person shall not be deemed the Beneficial Owner
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of any security as a result of an agreement, arrangement or understanding to
vote such security (i) 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 Act and the applicable rules and regulations thereunder, or
(ii) 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 Act and the applicable rules and regulations
thereunder, in either case described in clause (i) or (ii) above, whether or not
such agreement, arrangement or understanding is also then reportable by such
Person on Schedule 13D under the Act (or any comparable or successor report);
and (B) 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.
"BOARD OF DIRECTORS" means the Board of Directors of The Hartford Financial
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Services Group, Inc.
REV. JANUARY, 2002
"CHANGE OF CONTROL" means:
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(A) a report on Schedule 13D shall be filed with the Securities and
Exchange Commission pursuant to Section 13(d) of the Act disclosing
that any Person, other than The Hartford or a subsidiary of The
Hartford or any employee benefit plan sponsored by The Hartford or a
subsidiary of The Hartford, is the Beneficial Owner directly or
indirectly of twenty percent or more of the outstanding stock of The
Hartford entitled to vote in the election of directors of The Hartford;
(B) any Person, other than The Hartford or a subsidiary of The Hartford
or any employee benefit plan sponsored by The Hartford or a subsidiary
of The Hartford, shall purchase shares pursuant to a tender offer or
exchange offer to acquire any stock of The Hartford (or securities
convertible into stock) 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 Hartford entitled to vote in the
election of directors of The Hartford (calculated as provided in
paragraph (d) of Rule 13d-3 under the Act in the case of rights to
acquire stock);
(C) the stockholders of The Hartford shall approve (1) any
consolidation or merger in which The Hartford is not the continuing or
surviving corporation or pursuant to which shares of stock of The
Hartford entitled to vote in the election of directors of the Hartford
would be converted into cash, securities or other property, other than
a consolidation or merger of The Hartford in which holders of such
stock of The Hartford immediately prior to the consolidation or merger
have the same proportionate ownership of stock of the surviving
corporation entitled to vote in the election of directors immediately
after the consolidation or merger as immediately before, or (2) any
sale, lease, exchange or other transfer (in one transaction or a series
of related transactions) of all or substantially all the assets of The
Hartford; or
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(D) within any 12 month period, the persons who were directors of The
Hartford immediately before the beginning of such period (the
"Incumbent Directors of The Hartford") shall cease (for any reason
other than death) to constitute at least a majority of the board of
directors of The Hartford or the board of directors of any successor to
The Hartford, provided that any director of The Hartford who was not a
director of The Hartford at the beginning of such period shall be
deemed to be an Incumbent Director of The Hartford if such director (1)
was elected to the board of directors of The Hartford by, or on the
recommendation of or with the approval of, at least two-thirds of the
directors of The Hartford who then qualified as Incumbent Directors of
The Hartford either actually or by prior operation of this clause (D),
and (2) was not designated by a Person who has entered into an
agreement with The Hartford to effect a transaction described in the
immediately preceding clause (C) hereof.
"COMMITTEE" means the Compensation and Personnel Committee of the Board of
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Directors, or such other Committee as the Board may designate to administer the
Plan pursuant to Article VII.
"ELIGIBLE COMPENSATION" means the amount of compensation of a Key Employee, if
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any, designated by the Committee in its sole discretion as eligible for deferral
under the Plan, which may include (A) the cash amount, if any, which may become
payable to a Key Employee pursuant to a Participating Company's executive bonus
program, (B) the cash amount, if any, which may become payable to a Key Employee
pursuant to a Participating Company's life sales incentive payment program, and
(C) the amount of any such other compensation of a Key Employee of a
Participating Company as the Committee may deem appropriate for deferral in
accordance with the Plan.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended
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from time to time.
"INCENTIVE STOCK PLAN" means The Hartford 1995 Incentive Stock Plan, as may be
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amended from time to time, and any successor Plan thereto.
"INVESTMENT AND SAVINGS PLAN" means The Hartford Investment and Savings Plan, as
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may be amended from time to time, and any successor Plan thereto.
"KEY EMPLOYEE" shall have the meaning assigned by the Incentive Stock Plan.
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"PARTICIPANT" means a Key Employee who properly elects to participate in the
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Plan pursuant to Article III.
"PARTICIPATING COMPANY" shall have the meaning assigned by the Incentive Stock
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Plan.
"PERSON" has the meaning ascribed to such term in Section 3(a)(9) of the Act, as
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supplemented by Section 13(d)(3) of the Act; provided, however, that Person
shall not include (A) The Hartford, any subsidiary of The Hartford or any Person
controlled by The Hartford, (B) any trustee or other
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fiduciary holding securities under any employee benefit plan of The Hartford or
of any subsidiary of The Hartford, or (C) a corporation owned, directly or
indirectly, by the stockholders of The Hartford in substantially the same
proportions as their respective ownership of securities of The Hartford.
"PHANTOM FUND" means a mutual fund or other investment vehicle or measure or
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index of investment performance selected by the Committee to determine the
hypothetical investment experience of Participant Accounts pursuant to Article
IV.
"PLAN" means this plan- The Hartford 1996 Deferred Compensation Plan, as may be
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amended from time to time.
"PLAN ADMINISTRATOR" shall have the meaning assigned by Article VII of the Plan.
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"THE HARTFORD" means The Hartford Financial Services Group, Inc., or a successor
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by merger, purchase or otherwise.
"VALUATION DATE" means the last business day of each calendar quarter in an
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applicable calendar year, or such other date as may be designated by the Plan
Administrator.
ARTICLE III
PARTICIPATION
3.1 ELECTION TO PARTICIPATE. A Key Employee of a Participating Company may
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participate in the Plan by filing a properly completed election form (or such
other authorization as the Plan Administrator may require) with the party and by
the date designated by the Plan Administrator. The election of a Key Employee in
accordance with this Article III shall apply only to the Eligible Compensation
as to which the election is made, and shall have the effect, to the extent
provided herein, of deferring the payment of such Eligible Compensation beyond
the date that it might otherwise have become payable to the Participant. Such
election shall be irrevocable, except to the extent provided herein or
determined by the Committee in its sole discretion.
3.2 FORM OF ELECTION. The election form filed by a Participant pursuant to this
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Article III shall (A) identify a portion of the Participant's Eligible
Compensation that may become payable with respect to the Participant's services,
(B) contain the Participant's election to defer the payment of such portion of
such Eligible Compensation that is determinable for tax purposes in the
following calendar year in accordance with the terms of the Plan, and (C)
contain such other information as the Plan Administrator may require.
3.3 MAXIMUM AND MINIMUM AMOUNTS REQUIRED FOR PARTICIPATION. The Committee or the
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Plan Administrator may designate a maximum and a minimum portion of a Key
Employee's Eligible
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Compensation, in terms of a percentage or other amount thereof, as to which an
election may be made hereunder.
3.4 NULLIFICATION OF ELECTION. Notwithstanding anything herein to the contrary,
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any election made by a Key Employee hereunder shall be deemed null and void to
the extent that (A) the Eligible Compensation as to which the election applies
is designated by the Committee, in its sole discretion, as not payable to such
Key Employee, (B) such election applies to Eligible Compensation payable during
the 12 month period during which the Key Employee ceases savings under the
Investment and Savings Plan as a result of receiving a hardship withdrawal under
that Plan, or (C) the Committee so determines in its sole discretion.
3.5 ESTABLISHMENT OF PARTICIPANT ACCOUNTS. An account shall be maintained on
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behalf of each Participant on the books of The Hartford. Amounts shall be
credited to or debited from a Participant's Account as provided in Article V.
The Plan Administrator shall cause each Participant's Account to be valued on
the applicable Valuation Date, and shall cause records indicating such value to
be maintained. When an event requires a determination of the value of a
Participant's Account, such value shall be determined as of the Valuation Date
coincident with or next succeeding the date of such event. The value of a
Participant's Account shall be reported to the Participant from time to time as
determined appropriate by the Plan Administrator.
3.6 OBTAINING OF LIFE INSURANCE POLICIES. As a condition of participation
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hereunder, the Committee may require that a Participant provide assistance in
obtaining a life insurance policy on the life of such Participant, such policy
to be solely owned by, and solely payable to, The Hartford (or such other entity
as may be designated by the Committee). Such Participant may be required to (A)
complete an application for life insurance, (B) furnish underwriting information
(including but not limited to submitting to medical examinations by an insurance
company approved examiner), (C) authorize the release of the Participant's
medical history to an insurance company underwriter, and (D) provide such other
information and take such other actions relating to such life insurance policy
as may be required by the Plan Administrator. A Participant as to whom a life
insurance policy is obtained hereunder shall have no right to or interest in
such policy or the proceeds thereof.
3.7 TERMINATION OF PARTICIPATION. The participation of a Participant in the Plan
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shall terminate on the earlier of (A) the date that all amounts credited to the
Participant's Account have been distributed pursuant to the Plan, (B) the date
of termination of the Plan, or (C) such other date as may be designated by the
Committee.
ARTICLE IV
PHANTOM FUND INVESTMENT ALLOCATIONS
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4.1 SELECTION OF PHANTOM FUNDS. The Committee shall select one or more Phantom
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Funds to which a Participant may elect pursuant to the Plan to allocate all or a
portion of the amount then and thereafter credited to the Participant's Account.
To the extent provided herein, such Phantom Funds shall be used to measure the
hypothetical investment experience of the portion of a Participant's
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Account that the Participant properly elects to have allocated thereto. The
Committee may change the selection of Phantom Funds from time to time in its
sole discretion. The selection of any such Phantom Funds shall not require the
Company to invest or earmark any of its assets in any specific manner.
4.2 INVESTMENT ALLOCATION ELECTION. To the extent permitted by the Plan
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Administrator, a Participant may elect to have the amount then and thereafter
credited to his or her Account allocated among one or more of the Phantom Funds.
Such election shall be made by filing a properly completed election form (or
such other authorization as the Plan Administrator may require) with the party
and by the date designated by the Plan Administrator. Such election shall result
in the investment experience of an elected Phantom Fund being used to measure
the hypothetical investment experience of the particular portion of the
Participant's Account allocated to that Phantom Fund as provided herein.
4.3 CHANGES IN INVESTMENT ALLOCATION. To the extent permitted by the Plan
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Administrator, a Participant may change the investment allocation previously
elected by filing a properly completed change form (or such other authorization
as the Plan Administrator may require) with the party and by the date designated
by the Plan Administrator. Such change shall be effective as soon as practicable
after the Valuation Date coincident with or next succeeding receipt of the
timely filed change form by the designated party (or such other date as may be
designated by the Plan Administrator), and shall apply to all amounts then and
thereafter credited to the Participant's Account.
4.4 FAILURE TO MAKE PROPER ELECTION. In the event that a Participant does not
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make a proper election pursuant to this Article IV, such Participant shall be
deemed to have elected to have the entire amount (as to which no proper election
is made) then and thereafter credited to the Participant's Account allocated to
the Phantom Fund that the Plan Administrator determines generally to have the
least risk of loss of principal.
4.5 LIMITATIONS ON INVESTMENT ALLOCATION. The Plan Administrator may (A)
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establish a minimum and/or a maximum portion of a Participant's Account, in
terms of a percentage or other amount thereof, that a Participant may elect to
allocate to a particular Phantom Fund hereunder, (B) preclude any Participant
who is an executive officer of the Company from allocating any portion of his or
her Account to a Phantom Fund with an investment experience determined primarily
in relation to the investment performance of securities issued by the Company,
and (C) establish such other limitations on investment allocations as the Plan
Administrator may deem appropriate.
4.6 NO ACTUAL INVESTMENT. Notwithstanding anything herein to the contrary, no
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amount of Eligible Compensation as to which an election is made hereunder, and
no amount credited to a Participant's Account pursuant to the Plan, shall be set
aside or invested in any actual fund on behalf of the Participant, provided,
however, that nothing in the Plan shall be construed to preclude the Company
from directly or indirectly making investments for its own account in any actual
investment vehicle
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corresponding to the Phantom Funds (or otherwise) in order to assist the Company
in meeting its obligations hereunder, or for any other reason whatsoever. No
Participant or any other person or entity shall have by reason of the Plan any
right to or in any such investment made by the Company.
ARTICLE V
CREDITING AND DEBITING OF PARTICIPANT ACCOUNTS
5.1 CREDITING OF ELIGIBLE COMPENSATION. Eligible Compensation as to which the
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Participant makes an election in accordance with the Plan shall be credited to
the Participant's Account as of the last day of the month in which such Eligible
Compensation would otherwise have been paid to the Participant.
5.2 CREDITING AND/OR DEBITING OF PHANTOM FUND INVESTMENT EXPERIENCE. As of any
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particular Valuation Date upon which an amount is credited to a Participant's
Account, such Account shall be credited or debited, as the case may be, with an
amount equal to the hypothetical net investment gain or loss that such
Participant would have realized if the portion of his or her Account properly
elected to be allocated to a particular Phantom Fund pursuant to Article IV were
actually invested in such Phantom Fund during the period beginning with the
preceding Valuation Date and ending upon such particular Valuation Date (or such
other period as may be designated by the Plan Administrator).
5.3 DEBITING OF DISTRIBUTIONS. The amount of any distribution from a
Participant's Account pursuant to the Plan shall be debited from the
Participant's Account as of the Valuation Date coincident with or next
succeeding the date of such distribution.
5.4 DEBITING OF ADMINISTRATIVE EXPENSES. The Participant's allocable share (as
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determined by the Plan Administrator) of any administrative expenses related to
the operation of the Plan that are determined by the Committee to be payable by
Participants shall be debited from the Participant's Account as of the Valuation
Date coincident with or next succeeding the date upon which such expenses are
incurred.
5.5 VESTING OF CREDITED AMOUNTS. The rights of a Participant in regard to the
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amounts credited to the Participant's Account hereunder shall be fully vested at
all times.
ARTICLE VI
DISTRIBUTIONS FROM PARTICIPANT ACCOUNTS
6.1 DISTRIBUTION ELECTION. A Participant may elect, by filing a properly
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completed election form (or such other authorization as the Plan Administrator
may require) with the party and by the date designated by the Plan
Administrator, to have the total amount credited to the Participant's Account
distributed to him or her on a date and in a manner permitted by the Plan
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Administrator. Distributions from a Participant's Account shall be made in
accordance with the date and manner of distribution elected by the Participant
hereunder, except to the extent that a different date and/or manner of
distribution is required pursuant to the Plan. Distributions made in accordance
with a Participant's distribution election shall be made as soon as practicable
after the Valuation Date coincident with or next succeeding the date of
distribution elected by the Participant. A Participant who does not file a
properly completed election form in accordance with this Section shall be deemed
to have elected to have such amount distributed to the Participant in a single
lump sum cash payment as soon as practicable after the Valuation Date coincident
with or next succeeding the date the Participant's employment with all
Participating Companies terminates. The election or deemed election by a
Participant of a distribution date and manner pursuant to this Section shall
apply to all amounts then and thereafter credited to a Participant's Account
under the Plan, and shall be irrevocable except to the extent otherwise provided
herein or permitted in the discretion of the Committee or the Plan Administrator
to the extent determined consistent with applicable tax laws.
6.2 DISTRIBUTION IN THE EVENT OF HARDSHIP. A Participant may request a hardship
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distribution from his or her Account by filing a properly completed hardship
distribution form (or such other authorization as the Plan Administrator may
require) by the date and with the party designated by the Plan Administrator.
The Plan Administrator may, if it determines that a severe and unforeseeable
financial hardship on the part of the Participant exists, permit a distribution
to the Participant of an amount credited to the Participant's Account that is
reasonably necessary to meet such hardship, including any amount reasonably
necessary to pay any income or other taxes resulting from such distribution.
6.3 DISTRIBUTION UPON TERMINATION OF EMPLOYMENT. As soon as practicable after
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the Valuation Date coincident with or next succeeding the date that the
employment of a Participant with all Participating Companies, other than a
Participant who has reached age 55, terminates for any reason, the Company shall
distribute to the Participant a single lump sum cash payment equal to the total
amount credited to the Participant's Account as of such Valuation Date.
6.4 DISTRIBUTION IN THE EVENT OF A TERMINATION OF THE PLAN. In the event of a
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termination of the Plan, the entire amount credited to a Participant's Account
as of the Valuation Date coincident with or next succeeding such event shall be
distributed to the Participant in a single lump sum cash payment as soon as
practicable after such Valuation Date.
6.5 DISTRIBUTION TO FIDUCIARY. If the Plan Administrator determines that any
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person to whom any amount is otherwise distributable hereunder is unable to care
for his or her affairs, such amount (unless a prior claim therefor shall have
been made by a duly appointed guardian, committee or other legal representative)
may be distributed to any person determined by the Plan Administrator to have
fiduciary responsibility for such person otherwise entitled to such amount, in
such manner and proportions as the Plan Administrator may deem appropriate. Any
such distribution shall constitute a complete discharge of any obligation of the
Company to such person under the Plan.
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6.6 DISTRIBUTION IN THE EVENT OF DEATH. Notwithstanding anything herein to the
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contrary, in the event of a Participant's death, the entire amount credited to
the Participant's Account as of the Valuation Date coincident with or next
succeeding the date of the Participant's death shall be distributed in a single
lump sum cash payment as soon as practicable after such Valuation Date to one or
more beneficiaries, if any, properly designated by the Participant by the date
and in the manner required by the Plan Administrator. If (A) no such designation
is in effect at the time of the Participant's death, (B) no designated
beneficiary survives the Participant, or (C) any beneficiary designation made by
the Participant conflicts with applicable law, such amount shall be paid to the
Participant's estate as soon as practicable after such Valuation Date.
6.7 DISTRIBUTION UPON THE OCCURRENCE OF A CHANGE OF CONTROL.
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(A) DISTRIBUTION OF ACCOUNTS. Upon the occurrence of a Change of
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Control, all Participants shall be paid single lump sum cash payments
equal to the entire amount credited to their respective Accounts as of
the date of such occurrence, such payments to be made immediately
following the date of such Change of Control.
(B) EXCEPTION FOR PRIOR ELECTION. Notwithstanding Section 6.7(A), if a
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Participant who is an employed by a Participating Company immediately
prior to a Change of Control has made a prior valid election to not
receive a lump sum distribution of his or her Account (and therefore to
continue participating in the Plan) upon a Change of Control, then such
Participant's Account shall not be so distributed and shall (to the
extent permitted by the Plan) continue be maintained under the Plan,
and any such Participant's Account shall be distributed to such
Participant at the time and in the form otherwise required by the Plan.
(C) DEATH PRIOR TO RECEIPT OF PAYMENT. In the event of the death of
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such a Participant before receiving a payment required by Section
6.7(A) hereof, such payment shall be made immediately following the
date of the occurrence of the Change of Control to the individual or
entity who would receive have received payment hereunder in the absence
of a Change of Control.
6.8 DISTRIBUTION IN OTHER CIRCUMSTANCES. The Committee may determine in its sole
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discretion that a distribution of an amount credited to a Participant's Account
is appropriate under the circumstances. As soon as practicable after the
Valuation Date coincident with or next succeeding the date of any such
determination, the Company shall distribute such amount to the Participant in a
single lump sum cash payment (or in such other manner of payment as determined
appropriate by the Committee).
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ARTICLE VII
ADMINISTRATION
7.1 ADMINISTRATION BY COMMITTEE. Except as otherwise delegated by the Committee
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pursuant to the Plan, (A) the Plan shall be administered by the Committee, (B)
the Committee shall have full authority to administer and interpret this Plan in
any manner it deems appropriate in its sole discretion, and (C) the
determinations of the Committee shall be binding on and conclusive as to all
parties.
7.2 DELEGATION OF CERTAIN AUTHORITY TO PLAN ADMINISTRATOR. Except as otherwise
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provided by the Committee in accordance with the Plan, the Plan Administrator
shall be The Hartford's Group Senior Vice President, Human Resources (or other
person holding a similar position). Except as otherwise provided herein,
required by applicable law, or determined by the Committee, (A) the Plan
Administrator shall be responsible for the performance of such administrative
duties under this Plan that are not otherwise reserved to the Committee by the
Plan, (B) the Plan Administrator shall have full authority to administer and
interpret this Plan in any manner it deems appropriate in its sole discretion,
and (C) the determinations of the Plan Administrator shall be binding and
conclusive as to all parties.
7.3 LIABILITY AND INDEMNIFICATION OF COMMITTEE AND PLAN ADMINISTRATOR. In
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connection with any action or determination made in connection with the Plan,
the Plan Administrator and the Committee shall be entitled to rely upon
information furnished by or on behalf of the Company or any Participant. To the
extent permitted by law, the Plan Administrator and the members of the Committee
shall not be liable for, and The Hartford shall indemnify the Plan Administrator
and the members of the Committee against any liability for, any loss sustained
by reason of any act or failure to act in their administrative capacities,
provided such act or failure to act does not involve willful misconduct. Such
indemnification shall include attorneys' fees and other costs and expenses
reasonably incurred in defense of any action brought against the Plan
Administrator or any member of the Committee by reason of any such act or
failure to act. The Plan Administrator and any member of the Committee shall not
be liable or responsible for any act or omission of another fiduciary in
relation to the Plan unless the Plan Administrator or such member (A)
participates knowingly in, or knowingly undertakes to conceal, such act or
omission by such other fiduciary, or (B) has knowledge of a breach of fiduciary
responsibility by such other fiduciary and does not make reasonable efforts to
remedy such breach.
ARTICLE VIII
MISCELLANEOUS
8.1 UNFUNDED AND UNSECURED PLAN. The Plan shall be unfunded and unsecured for
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tax purposes and for purposes of ERISA. The Hartford shall have no obligation to
fund its liabilities, if any, under
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the Plan. Nothing in the Plan and no action taken by The Hartford or its agents
hereunder shall be construed to create a trust of any kind, or a fiduciary
relationship between The Hartford and any other person or entity. All funds or
other assets received or held by The Hartford pursuant to or in connection with
the Plan may be used by The Hartford for any corporate purpose, and The Hartford
shall not be obligated to segregate such amounts from its general assets. No
Participant or any other person or entity shall have any claim against The
Hartford or its assets other than as an unsecured and unsubordinated general
creditor of The Hartford. Without limiting the generality of the foregoing, a
Participant's claim hereunder shall at any time be solely for the amount then
credited to the Participant's Account. Notwithstanding the foregoing, The
Hartford may establish a grantor trust or purchase securities or take any other
action deemed appropriate to assist The Hartford in meeting its obligations
under the Plan, provided, however, that in no event shall any person or entity
have any right to or interest in such trust or property by reason of the Plan.
8.2 ABSENCE OF REPRESENTATIONS. The Plan shall not be construed to provide any
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representation or guarantee by The Hartford that any particular income or other
tax consequence will result from a Participant's participation in the Plan. Each
Participant shall be deemed to have consulted with his or her professional tax
advisor to determine the tax consequences of participation hereunder. The Plan
shall not be construed to provide any representation or guarantee by The
Hartford that any particular amount of a Participant's Account allocated to any
of the Phantom Funds hereunder will result in any particular investment
experience related thereto, and The Hartford shall in no event be required to
pay any amount to any person or entity on account of any loss suffered by reason
of the operation of the Plan.
8.3 TAX WITHHOLDING. The Plan Administrator or the Group Senior Vice President,
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Human Resources (or other person holding a similar position) shall have the
right to make such provisions as deemed appropriate in its sole discretion to
satisfy any obligation of a Participating Company to withhold federal, state or
local income or other taxes incurred by reason of the operation of the Plan or
an Award under the Plan, including but not limited to at any time (i) requiring
a Key Employee to submit payment to a Participating Company for such taxes
before making settlement of any amount due under the Plan, (ii) withholding such
taxes from wages or other amounts due to the Key Employee before making
settlement of any amount due under the Plan, (iii) making settlement of any
amount due under the Plan part in shares of common stock of The Hartford and
part in cash to facilitate satisfaction of such withholding obligations, OR (IV)
receiving shares of common stock of The Hartford already owned by the Key
Employee or withholding such shares otherwise due to the Key Employee in an
amount determined necessary to satisfy such withholding obligations.
8.4 NO EMPLOYMENT RIGHTS. The Plan shall not, directly or indirectly, create in
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any Participant any right with respect to continuation of employment with any of
the Participating Companies or to the receipt of any Eligible Compensation or
other compensation. The Plan shall not interfere in any way with the rights of
the applicable Participating Company to terminate, or otherwise modify, the
employment of any Participant or its compensation policies at any time.
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8.5 RIGHTS NOT TRANSFERABLE. The rights of a Participant under the Plan shall
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not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed
of, other than (A) by will, (B) by the laws of descent or distribution, or (C)
pursuant to a qualified domestic relations order as defined in the Internal
Revenue Code of 1986, as amended, provided that the rights of any transferee of
a Participant shall not be greater than the rights of the Participant hereunder.
The foregoing restriction shall be in addition to any restrictions imposed by
applicable law on a Participant's ability to dispose of any rights under the
Plan.
8.6 EFFECT OF PLAN. The provisions of the Plan shall be binding upon all
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successors and assigns of a Participant, including without limitation the
Participant's estate and the executors, administrators or trustees thereof,
heirs and legatees, and any receiver, trustee in bankruptcy or representative of
creditors of the Participant.
8.7 ADMINISTRATIVE EXPENSES. The Hartford shall pay for all administrative
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expenses related to the operation of the Plan, except as otherwise determined by
the Committee.
8.8 AMENDMENT AND TERMINATION OF THE PLAN. The Board of Directors or the
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Committee (acting on behalf of the Board of Directors) may amend or terminate
the Plan or any Participant elections hereunder at any time. The Committee may
at any time amend or terminate the Plan or any Participant elections hereunder
if the Committee determines in its sole discretion that The Hartford will
recognize income for income tax purposes with respect to any reserves
accumulated under any life insurance policy obtained with respect to any
Participant hereunder. The Committee or the Plan Administrator may amend the
Plan to the extent (A) required by applicable law or regulation, or (B) required
to maintain a favorable tax status for the Plan.
8.9 GOVERNING LAW. The laws of the State of Connecticut shall govern all matters
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relating to the Plan, except to the extent such laws are superseded by the laws
of the United States.
8.10 SEVERABILITY OF PROVISIONS. If any provision of the Plan shall be held
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invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provisions hereof, and the Plan shall be construed and enforced as if
such invalid or unenforceable provisions had not been included herein.
8.11 EFFECTIVE DATE. The Effective Date of this restatement of the Plan shall be
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July 16, 1998, or such later date as the Plan Administrator may determine.
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