Exhibit 10(iii)(j)
PRE-RETIREMENT DEATH BENEFIT AND
SUPPLEMENTAL PENSION AGREEMENT
THIS AGREEMENT, made and entered into this 29th day of November, 1999
between HSB Group, Inc. (hereinafter referred to as the "Company"), a
corporation organized and existing under the laws of the State of Connecticut
and Xxxxxxx X. Xxxxx (hereinafter referred to as the "Executive").
WHEREAS, the Company considers it essential to the best interests of its
shareholders to attract and retain key executives; and
WHEREAS, the Executive is willing to join the Company as a key executive 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 HSB Group, Inc. 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 "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.
1.9 "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended
from time to time.
1.10 "Executive" shall mean the individual named in the first paragraph of this
Agreement.
1.11 "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.
1.12 "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.
1.13 "Notice of Termination" shall have the meaning set forth in Section 6.1
hereof.
1.14 "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.
1.15 "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.
1.16 "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. 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. 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.
(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:
HSB Group, Inc.
Xxx Xxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxx, XX 00000-0000
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.
/s/ Xxxxxxx X. Xxxxx
Executive
HSB GROUP, INC.
/s/ R. Xxxxx Xxxxx
Its: Corporate Secretary
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
