THE
HARTFORD DEFERRED COMPENSATION PLAN
(As amended and restated effective as of January 1,
2009)
1.1
Purpose. The
purpose of the Plan is to provide, in the discretion of the
Committee, an opportunity for certain Key Employees and Directors
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 individuals 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.
Effective
January 1, 2009, the Plan is amended in order to comply with
final regulations issued under Section 409A of the Internal
Revenue Code (the “Code”). The Plan 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 participants under
Section 409A of the Code. The provisions designed to comply
with Section 409A are retroactively effective to
January 1, 2005, to comply with transitional guidance
promulgated by the Internal Revenue Service under
Section 409A. Consistent with that guidance, and
notwithstanding Section 3.1 hereof, Plan participants have the
opportunity to irrevocably redesignate during 2008 how amounts
scheduled to be paid after 2008 in accordance with prior deferral
elections are to be paid, provided that no such redesignation shall
cause the payment of an amount scheduled to be made in a later year
to be accelerated into the 2008 year.
The
following terms shall have the following meanings for purposes of
the Plan:
“
Account ” means
any account maintained on behalf of a Participant pursuant to the
Plan.
“
Act ” means
the Securities Exchange Act of 1934, as amended.
“
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 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 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 Services Group,
Inc.
“
Change of Control ” means:
(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 forty 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)
any
merger, consolidation, recapitalization or reorganization of The
Hartford approved by the stockholders of The Hartford shall be
consummated, other than any such transaction immediately following
which the persons who were the Beneficial Owners of the outstanding
securities of The Hartford entitled to vote in the election of
directors of The Hartford 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 Hartford entitled to vote in the election of directors of The
Hartford 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 Hartford, such surviving entity or any subsidiary of such
surviving entity;
(D)
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 approved by the stockholders of The Hartford
shall be consummated; or
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(E)
within
any 24 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 (E), and
(2) was not designated by a Person who has entered into an
agreement with The Hartford to effect a transaction described in
paragraph (C) or paragraph (D) of this definition of
Change of Control;
provided
that, notwithstanding any provision in this Plan to the contrary,
in the event of a Change of Control as described in paragraph
(C) or paragraph (D) of this definition of Change of
Control, in the case of a Key Employee or Director whose employment
or service on the Board of Directors involuntarily terminates on or
after the date of a shareholder approval described in either of
such paragraphs but before the date of a consummation described in
either of such paragraphs, and the consummation occurs within
60 days of such date of termination, the date of such
termination shall be deemed for purposes of the Plan to be the day
following the date of the applicable consummation.
“
Committee ” means
the Compensation and Personnel Committee of the Board of Directors,
or such other Committee as the Board may designate to administer
the Plan pursuant to Article VII.
“
Director ” means
a member of the Board of Directors who is not an employee of a
Participating Company.
“
Eligible Compensation ” means
the amount of compensation of a Key Employee or Director, if 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 sales
incentive payment program, (C) the cash amount of commissions
(net of expense reimbursements), if any, which may become payable
to certain wholesalers under the sales incentive program
established for wholesalers for Planco Financial Services,
(D) the cash amount, if any, which may become payable as a
sign-on bonus to a person expected to become a Key Employee,
(E) the cash amount, if any, which may be contributed to the
Plan by a Participating Company on behalf of a Key Employee in lieu
of Excess Contributions under the Excess Savings Plan, (F) the
amount of any cash compensation which may become payable to a
Director for service on the Board of Directors, and (G) the
amount of any such other compensation of a Key Employee of a
Participating Company or a Director as the Committee may deem
appropriate for deferral in accordance with the Plan.
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“
ERISA ” means
the Employee Retirement Income Security Act of 1974, as amended
from time to time.
“
Excess Contributions ” shall
mean, collectively, Excess Floor Company Contributions and Excess
Matching Company Contributions.
“
Excess Floor Company Contribution ”
shall
have the meaning assigned by the Excess Savings Plan.
“
Excess Matching Company Contribution ”
shall
have the meaning assigned by the Excess Savings Plan.
“
Excess Savings Plan ” means
The Hartford Excess Savings Plan IA, as it may be amended from time
to time, and any successor Plan thereto.
“
Hypothetical Investment Fund ” means
a mutual fund or other investment vehicle or measure or index of
investment performance selected by the Investment and Savings Plan
Investment Committee to determine the hypothetical investment
experience of Participant Accounts pursuant to
Article IV.
“
Incentive Stock Plan ” means
The Hartford 2005 Incentive Stock Plan, as it may be amended from
time to time, and any successor Plan thereto.
“
Investment and Savings Plan ” means
The Hartford Investment and Savings Plan, as it may be amended from
time to time, and any successor Plan thereto.
“
Investment and Savings Plan Investment Committee
” shall
have the meaning assigned by the Investment and Savings
Plan.
“
Key Employee ” shall
have the meaning assigned by the Incentive Stock Plan.
“
Participant ” means
a Key Employee or Director who properly elects to participate in
the Plan pursuant to Article III.
“
Participating Company ” shall
have the meaning assigned by the Incentive Stock Plan.
“
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 (A) The Hartford, any
subsidiary of The Hartford or any Person controlled by The
Hartford, (B) any trustee or other 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.
“
Plan ” means
this plan, The Hartford Deferred Compensation Plan, as it may be
amended from time to time.
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“
Plan Administrator ” shall
have the meaning assigned by Article VII of the
Plan.
“
Potential Change of Control ” means:
(A)
A
Person shall commence a tender offer, which if successfully
consummated, would result in such Person being the Beneficial Owner
of at least 15% of the stock of The Hartford entitled to vote in
the election of directors of The Hartford;
(B)
The
Hartford enters into an agreement, the consummation of which would
constitute a Change of Control;
(C)
Solicitation
of proxies for the election of directors of The Hartford by anyone
other than The Hartford, which, if such directors were elected,
would result in the occurrence of a Change of Control as described
in paragraph (E) of the definition of Change of Control in
this Plan; or
(D)
Any
other event shall occur which is deemed to be a Potential Change of
Control by the Board of Directors, the Committee, or any other
appropriate committee of the Board of Directors in its sole
discretion.
“
The Hartford ” means
The Hartford Financial Services Group, Inc., or a successor by
merger, purchase or otherwise.
“
Valuation Date ” means
the close of business of the last business day of each month in an
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 or a Director may 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 or Director 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. If
a Key Employee or Director elects to defer a particular amount of
Eligible Compensation under the Plan, and then terminates
employment with all Participating Companies or, in the case of a
Director, terminates service on the Board of Directors, and such
termination occurs before the date such amount would have been
payable to the Key Employee or Director in the absence of the
election, then the election shall be deemed null and void and
without effect.
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3.2
Form of Election . The
election form filed by a Participant pursuant to this 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 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 Plan Administrator may designate a maximum and a
minimum portion of the Eligible Compensation of a Key Employee or
Director, 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, any election made by a Key
Employee or Director 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, or (B) such
election applies to Eligible Compensation payable during the six
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.
3.5
Establishment of Participant Accounts .
Up to
a maximum number of Accounts (as permitted by the Committee or the
Plan Administrator, and elected by the Participant) shall be
maintained on 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 immediately preceding the date of such event, unless otherwise
required by the Plan. 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 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 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
consistent with Section 409A of the Code and the regulations
and guidance promulgated thereunder.
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ARTICLE
IV
HYPOTHETICAL INVESTMENT FUND ALLOCATIONS
4.1
Selection of Hypothetical Investment Funds .
The
Investment and Savings Plan Investment Committee shall select one
or more Hypothe
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