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EXHIBIT 10.10
October 24, 1995
Lowndes X. Xxxxx
EMPLOYMENT AGREEMENT
This employment agreement (the "Agreement") is intended to create mutual
obligations, and your voluntary acceptance signifies both ITT Hartford Group,
Inc.'s ("Hartford") and your commitment to carry out its obligations until its
expiration. The Agreement will confirm your employment with Hartford in
accordance with the following terms and conditions:
1. EMPLOYMENT AND ASSIGNMENT; DILIGENT AND FAITHFUL PERFORMANCE
OF DUTIES. Hartford agrees to employ you as President and Chief Operating
Officer, Hartford Life Insurance Company. In consideration of employment by
Hartford, you agree to discharge faithfully, diligently, and to the best of your
ability, the responsibilities of these offices on a full-time basis, in
accordance with law and company policies as from time to time are issued or
modified. During the term of this Agreement, you shall serve in such position or
positions and have such duties and responsibilities with Hartford, its
subsidiaries and affiliates, including without limitation, Hartford Life
Insurance Company, as the Board of Directors or the Chief Executive Officer of
Hartford shall from time to time specify.
2. TERM OF AGREEMENT. This Agreement will become effective on the
Distribution Date and will terminate on a date four years after the Distribution
Date unless terminated earlier in accordance with the terms of this Agreement.
Distribution Date means the date as of which ITT Corporation ("ITT") distributes
to its shareholders all the common stock of Hartford owned by ITT.
3. BASE SALARY, INCENTIVE BONUS AND BENEFITS.
(a) BASE SALARY. Your base salary under this Agreement shall
be $525,000 per year. Your base salary will be subject to review by
Hartford from time to time for consideration of possible increases
based on your performance and other relevant circumstances. Periodic
increases, once granted, will not be subject to revocation and your
base salary thereafter will be deemed to include such increases. Your
base salary will be payable in accordance with the customary payroll
practices of Hartford but, in no event, less frequently than monthly.
(b) OTHER COMPENSATION AND BENEFITS. Subject to review and
approval by Hartford, you will be eligible for consideration for
possible awards under
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Hartford's executive incentive bonus program or any other executive
incentive compensation plan. You will also continue to be entitled to
participate in the benefit programs of Hartford or its subsidiaries for
which you are now eligible or for which you may become eligible in
accordance with their provisions as they may be modified during the
term of this Agreement. Hartford shall pay or reimburse you for all
reasonable travel and other expenses incurred in connection with the
performance of your duties and responsibilities in accordance with such
procedures as Hartford may from time to time establish.
4. TERMINATION BY HARTFORD FOR CAUSE. Hartford shall have the
right to terminate your employment only for cause, which is limited to action by
you involving violation of any law, rule or regulation, willful malfeasance or
gross negligence, or your failure to act involving material nonfeasance that
could have a materially adverse effect on Hartford or your material breach of
the Corporate Code of Conduct or any successor thereto. If your employment is
terminated for cause, this Agreement will terminate and Hartford will have no
further obligations under this Agreement.
5. DISCONTINUANCE OF THE REQUIREMENT TO PROVIDE FULL-TIME
SERVICES. If Hartford notifies you that it no longer requires your full-time
services as President and Chief Operating Officer and you have complied with
the terms and conditions of this Agreement, you will receive the following:
(a) BASE SALARY. You will continue to be treated as an
employee and receive base salary, as determined under Paragraph 3
hereof, on a regular payroll cycle ("salary continuation") equivalent
in the aggregate to the amounts of base salary remaining unpaid until
the earlier of (i) the expiration date of this Agreement or (ii) in
accordance with 5(e) below. Notwithstanding the foregoing, upon your
acceptance of other full-time employment, the balance remaining of such
aggregate amount may, at Hartford's discretion, be paid to you in a
lump sum.
(b) OTHER COMPENSATION AND BENEFITS. As long as you are
receiving salary continuation, you will continue to be eligible for
ongoing participation in Hartford's employee medical, dental, and life
insurance benefits programs, the ITT Hartford Salaried Retirement Plan,
the ITT Hartford Excess Plan, if applicable, the ITT Hartford
Investment and Savings Plan and any other applicable retirement or
savings plan in which you participate. Your eligibility to exercise any
outstanding stock options will be determined solely in accordance with
the terms of the applicable stock option plan or plans. If, for any
reason at any time during the period that you are receiving salary
continuation, Hartford is unable to treat you as being or having been a
salaried employee of Hartford under any benefits program or plan
specifically enumerated in this subsection, including the
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Hartford's employee medical, dental and life insurance benefit programs, and the
ITT Hartford Salaried Retirement Plan, the ITT Hartford Excess Plan, if
applicable, and the ITT Hartford Investment and Savings Plan, (or any successors
to such plans) and, if, as a result thereof you receive no benefits or reduced
benefits under such plans, Hartford shall provide such benefits (i) by direct
payment to you of the amounts you would have received from such plans had you
continued to be eligible or (ii) at Hartford's option, by making available
equivalent benefit programs from other sources.
(c) ITEMS OF COMPENSATION AND BENEFITS FOR WHICH YOU WILL NOT BE
ELIGIBLE DURING SALARY CONTINUATION. During a period of salary continuation as
described in this Paragraph 5, you will not be entitled to any compensation not
specified in this Agreement, and you will not be eligible to participate in any
(i) bonus program, (ii) Hartford's long-term or short-term disability plans,
(iii) insurance plan primarily covering business travel, (iv) special programs
providing incentives for employees who voluntarily terminate their employment,
(v) Accidental Death and Dismemberment coverage, (vi) tax or financial advisory
services, (vii) new awards under any stock option or stock related plans for
executives, (viii) new or revised executive compensation programs that may be
introduced by Hartford after Hartford has advised you that it no longer requires
your full-time services and (ix) any other benefit or perquisite not
specifically enumerated in this Agreement.
NOTE: The receipt of salary continuation in a lump sum may prevent the vesting
of any outstanding stock options and the further accrual of Credited Service
under any applicable retirement plans.
(d) AVAILABILITY IF HARTFORD NO LONGER REQUIRES YOUR FULL-TIME
SERVICES. If Hartford has advised you that it no longer requires your full-time
services pursuant to this Paragraph 5 but you are continuing to receive salary
continuation, you must continue to be available to render to Hartford reasonable
assistance, consistent with the level of your prior position with Hartford, at
times and locations that are mutually acceptable without additional
compensation. In requesting such services, Hartford shall take into account any
other commitments which you may have.
(e) DISQUALIFYING CONDUCT. If during the period you are receiving
Salary Continuation, you (i) engage in any activity which is inimical to the
best interests of Hartford; (ii) disparage Hartford; (iii) fail to comply with
any Hartford Covenant Against Disclosure and Assignment of Rights to
Intellectual Property Agreement; (iv) without Hartford's prior consent, induce
any employees of Hartford
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to leave employment; or (v) fail to comply with applicable provisions
of Hartford's Code of Conduct or applicable Hartford Corporate
Policies, then Hartford will have no further obligation to provide
salary continuation. If during the period you are receiving salary
continuation, you, without Hartford's prior consent, engage in, become
affiliated with, or become employed by any business competitive with
Hartford, you will be entitled to no more than a total of two (2) years
salary continuation from the time you were notified your services were
no longer needed, unless you have already received more than two years
of salary continuation payments in which case no further salary
continuation payments will be made. Also, for a one-year period after
salary continuation is no longer provided under this Agreement you will
not, without Hartford's prior consent, induce any employees of Hartford
to leave employment.
(f) TERMINATION ALLOWANCE UNDER A SEVERANCE PLAN OR POLICY. If
you are eligible for and would otherwise ordinarily receive a
termination allowance under a Hartford severance plan or termination
allowance policy exceeding the amount of base salary remaining under
the Agreement at the time of notice by Hartford of its intent to
terminate your full-time employment, Hartford will pay you a
termination allowance in an amount equivalent to what you would have
received under Hartford's severance plan or termination allowance
policy, in lieu of the amount of salary continuation under this
Agreement. In no case will both termination allowance and amounts under
this Agreement (whether lump sum or salary continuation) be paid.
6. RESIGNATION AS BREACH. You acknowledge that any resignation
prior to the end of the term of this Agreement is a breach of contract.
7. TAX WITHHOLDING. Hartford shall have the right to withhold
from amounts payable to you as described herein the appropriate amounts of
federal, state and local taxes required by law.
8. ASSIGNMENT. This Agreement is not assignable by you and is not
assignable by Hartford except to any of its majority-owned subsidiaries of
Hartford, and any such subsidiary may assume Hartford's obligations to make
payments of compensation hereunder, and it shall not be a breach of this
Agreement for such subsidiary to perform such obligations or any of the duties
of Hartford hereunder. Provided, notwithstanding such assignment, Hartford shall
remain liable for the performance of all obligations hereunder. This Agreement
shall be binding on all successors and assignees of Hartford.
9. OTHER AGREEMENTS. Any prior agreement relating to
confidentiality, the Assignment of Inventions and Covenant Against Disclosure,
and any other written
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agreements not in conflict herewith shall remain in full force and effect.
10. NOTICES. Notices to Hartford under this Agreement shall be in
writing and delivered to the Chief Executive Officer or the Senior Vice
President, Human Resources, 000 Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000 and notices to
you shall be in writing and delivered in person or by mail to your office or to
your home address on file with Hartford.
11. SEVERABILITY. If, for any reason, any one or more of the
provisions or part of a provision contained in this Agreement shall be held to
be invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provision or part of a provision
of this Agreement not held so invalid, illegal or unenforceable, and each other
provision or part of a provision shall to the full extent consistent with law
remain in full force and effect.
12. HEADINGS OF NO EFFECT. The paragraph headings contained in this
Agreement are included solely for convenience of reference and shall not in any
way affect the meaning or interpretation of any of the provisions of this
Agreement.
13. AMENDMENT. This Agreement cannot be amended, modified or
supplemented except by a subsequent written agreement between you and Hartford.
14. ENTIRE AGREEMENT AND CHOICE OF LAW. This Agreement contains the
entire agreement between you and Hartford with respect to employment and
services by you and supersedes any and all prior understandings, agreements or
correspondence between you and Hartford with respect to employment and services.
This Agreement will be governed by and construed in accordance with the laws of
the State of Connecticut.
15. ARBITRATION. Any controversy or claim arising out of or relating
to this Agreement, or the breach thereof, shall be settled by arbitration
administered by the American Arbitration Association under its Commercial
Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may
be entered in any court having jurisdiction thereof.
Please execute and return to me the enclosed copy of this Agreement to
signify your agreement.
Agreed to and accepted: Yours very truly,
ITT Hartford Group, Inc.
/s/ LOWNDES X. XXXXX By /s/ XXXXXX X. XXXXX
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Lowndes X. Xxxxx
