The Hartford 2008 Annual Report Download - page 526

“Payable” means (i) with respect to benefits other than those described in clause (ii) of this paragraph, such
benefits shall be paid to Executive in the amount, at the time, and in the form specified herein, and (ii) with respect
to benefits described in this clause (ii), the following shall apply solely in the event of a Termination Without
Cause, notwithstanding anything in the applicable plan or program to the contrary: (A) with respect to any
outstanding stock options not yet expired as of the date of termination of the Employment Period, Executive shall
be treated as though he/she remained in the employ of the Company for the two year period following such date,
and except to the extent that any such options first expire during such period under the applicable plan or program,
(I) any such options that would have become vested over such two year period solely by reason of Executive
remaining in the employ of the Company during such period shall become immediately vested and nonforfeitable,
(II) with respect to any options that by their terms would vest if the stock of the Company or an affiliate were to
reach a specified market price, such options shall become vested and nonforfeitable if and when such stock
reaches such price during such two year period, and (III) Executive shall have an additional two years beyond the
time to exercise such options permitted under the applicable plan or program, but not beyond the originally stated
expiration date of any such option (e.g., if a termination occurs in the ninth year following the grant of a ten year
term option, Executive shall have only until the tenth anniversary of the date of grant to exercise such option),
(B) with respect to any restricted stock subject to restrictions that have not yet lapsed as of the date of termination
of the Employment Period, such restrictions shall be deemed to have lapsed and such restricted stock shall become
immediately vested and nonforfeitable as of such date, and (C) with respect to a Pro-Rata Target Bonus that relates
to a calendar year beginning on or after January 1, 2010, such Pro-Rata Target Bonus shall be paid to Executive in
the amount, at the time and in the form specified herein, provided that, if Executive would have been a “covered
employee” as defined in Section 162(m) of the Internal Revenue Code (the “Code”) for such calendar year but for
the termination of the Employment Period, such Pro-Rata Target Bonus shall only be payable to Executive if,
when and to the extent that the Compensation and Personnel Committee of the Board certifies that the
performance goals applicable to the Target Bonus, as preestablished by such Committee in accordance with
Section 162(m) of the Code, have been attained .
“Pro-Rata Target Bonus” means an amount equal to the product of: (i) an amount equal to the Target Bonus
Executive would have been entitled to receive under Section 3(b) for the calendar year in which the Employment
Period terminates, and (ii) a fraction (the “Service Fraction”), the numerator of which is equal to the number of
rounded months in such calendar year which have elapsed as of the date of such termination, and the denominator
of which is 12; provided that, if the Employment Period terminates in the last quarter of any calendar year, the
Pro-Rata Target Bonus shall be the amount determined under the above formula or, if greater, the product of:
(A) the bonus that would have been paid to Executive based on actual performance for such calendar year, and
(B) the Service Fraction.
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Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009