The Hartford 2008 Annual Report Download - page 651

Exhibit 10.08
THE HARTFORD 1995 INCENTIVE STOCK PLAN
(Including amendments effective through January 1, 2009)
1. PURPOSE
The purpose of The Hartford 1995 Incentive Stock Plan is to motivate and reward superior performance on the part of
Key Employees of The Hartford Financial Services Group, Inc. and its subsidiaries (“The Hartford”) and to thereby attract
and retain Key Employees of superior ability. In addition, the Plan is intended to further opportunities for stock ownership
by such Key Employees and Directors (as defined below) in order to increase their proprietary interest in The Hartford and,
as a result, their interest in the success of the Company. Awards will be made, in the discretion of the Committee, to Key
Employees (including officers and directors who are also Key Employees) whose responsibilities and decisions directly
affect the performance of any Participating Company and its subsidiaries, and also to Directors. Such incentive awards may
consist of stock options and stock appreciation rights payable in stock or cash for Key Employees or Directors, and
performance shares, restricted stock or any combination of the foregoing for Key Employees, as the Committee may
determine.
2. DEFINITIONS
When used herein, the following terms shall have the following meanings:
“Act” means the Securities Exchange Act of 1934, as amended.
“Annual Limit” means the maximum number of shares of Stock for which Awards may be granted under the Plan in
each Plan Year as provided in Section 3 of the Plan.
“Award” means an award granted to any Key Employee or Director in accordance with the provisions of the Plan in
the form of Options, Rights, Performance Shares or Restricted Stock, or any combination of the foregoing, as applicable.
“Award Agreement” means the written agreement evidencing each Award granted under the Plan.
“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: (i) 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 (A) 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 (B) 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 (A) or (B) 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 (ii) 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.
Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009