The Hartford 2008 Annual Report Download - page 332

Table of Contents
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Certain of the information called for by Item 12 will be set forth in the Proxy Statement under the caption “Common Stock
Ownership of Directors, Executive Officers and Certain Shareholders” and is incorporated herein by reference.
Equity Compensation Plan Information
The following table provides information as of December 31, 2008 about the securities authorized for issuance under the
Company’s equity compensation plans. The Company maintains The Hartford 1995 Incentive Stock Plan, The Hartford
Incentive Stock Plan (the “2000 Stock Plan”), The Hartford 2005 Incentive Stock Plan (the “2005 Stock Plan”), The
Hartford Employee Stock Purchase Plan (the “ESPP”), and The Hartford Restricted Stock Plan for Non-Employee Directors
(the “Director’s Plan”). On May 18, 2005, the shareholders of the Company approved the 2005 Stock Plan, which
superseded the 2000 Stock Plan and the Director’s Plan. Pursuant to the provisions of the 2005 Stock Plan, no additional
shares may be issued from the 2000 Stock Plan or the Director’s Plan. To the extent than any awards under the 2000 Stock
Plan or the Director’s Plan are forfeited, terminated, expire unexercised or are settled in cash in lieu of stock, the shares
subject to such awards (or the relevant portion thereof) shall be available for award under the 2005 Stock Plan and such
shares shall be added to the total number of shares available under the 2005 Stock Plan.
In addition, the Company maintains the 2000 PLANCO Non-employee Option Plan (the “PLANCO Plan”) pursuant to
which it may grant awards to non-employee wholesalers of PLANCO products.
(a) (b) (c)
Number of Securities Weighted-average Number of Securities Remaining
to be Issued Upon Exercise Price of Available for Future Issuance
Exercise of Outstanding Under Equity Compensation Plans
Outstanding Options, Options, Warrants (Excluding Securities Reflected in
Warrants and Rights and Rights Column (a))
Equity compensation plans
approved by stockholders 5,805,393 $ 60.46 5,452,015[1]
Equity compensation plans not
approved by stockholders 23,896 53.81 246,448
Total 5,829,289 $ 60.43 5,698,463
[1] Of these shares, 538,125 shares remain available for purchase under the ESPP.
Summary Description of the 2000 PLANCO Non-Employee Option Plan
The Company’s Board of Directors adopted the PLANCO Plan on July 20, 2000, and amended it on February 20, 2003 to
increase the number of shares of the Company’s common stock subject to the plan to 450,000 shares. The stockholders of
the Company have not approved the PLANCO Plan. No awards have been issued under the PLANCO Plan since 2003.
Eligibility – Any non-employee independent contractor serving on the wholesale sales force as an insurance agent who is an
exclusive agent of the Company or who derives more than 50% of his or her annual income from the Company is eligible.
Terms of options – Nonqualified stock options (“NQSOs”) to purchase shares of common stock are available for grant under
the PLANCO Plan. The administrator of the PLANCO Plan, the Compensation and Personnel Committee, (i) determines the
recipients of options under the PLANCO Plan, (ii) determines the number of shares of common stock covered by such
options, (iii) determines the dates and the manner in which options become exercisable (which is typically in three equal
annual installments beginning on the first anniversary of the date of grant), (iv) sets the exercise price of options (which may
be less than, equal to or greater than the fair market value of common stock on the date of grant) and (v) determines the
other terms and conditions of each option. Payment of the exercise price may be made in cash, other shares of the
Company’s common stock or through a same day sale program. The term of an NQSO may not exceed ten years and two
days from the date of grant.
If an optionee’s required relationship with the Company terminates for any reason, other than for cause, any exercisable
options remain exercisable for a fixed period of four months, not to exceed the remainder of the option’s term. Any options
that are not exercisable at the time of such termination are cancelled on the date of such termination. If the optionee’s
required relationship is terminated for cause, the options are canceled immediately.
Acceleration in Connection with a Change in Control – Upon the occurrence of a change in control, each option outstanding
on the date of such change in control, and which is not then fully vested and exercisable, shall immediately vest and become
exercisable. In general, a “Change in Control” will be deemed to have occurred upon the acquisition of 40% or more of the
outstanding voting stock of the Company, a tender or exchange offer to acquire 15% or more of the outstanding voting stock
of the Company, certain mergers or corporate transactions resulting in the shareholders of the Company before the
Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009