The Hartford 2008 Annual Report Download - page 657

(B) If the Key Employee’s employment by any Participating Company terminates because of his or her Retirement
or Total Disability, he or she may exercise his or her Options in full at any time, or from time to time, within five years after
the date of the termination of his or her employment, or within such other period, and subject to such terms and conditions
as the Committee may specify, but not later than the expiration date specified in Section 5(c) above. Any such Options not
fully exercisable immediately prior to such optionee’s retirement shall become fully exercisable upon such retirement unless
the Committee, in its sole discretion, shall otherwise determine.
(C) If the Key Employee shall be terminated for cause as determined by the Committee, all of such Key
Employee’s Options or Rights shall be canceled without further action by the Key Employee, the Committee or the
Company coincident with the effective date of such termination.
(D) Except as provided in Section 9, if a Key Employee’s employment terminates for any other reason (including
a voluntary resignation), he or she may exercise his or her Options, to the extent that he or she shall have been entitled to do
so at the date of the termination of his or her employment, at any time, or from time to time, within four months after the
date of the termination of his or her employment, or within such other period, and subject to such terms and conditions, as
the Committee may specify, but not later than the expiration date specified in Section 5(c) above; provided however that, in
the case of a voluntary resignation, in no event shall the Key Employee’s period to exercise his or her Options extend
beyond the later of the 15th day of the third month following the Key Employee’s date of termination of employment or
December 31 of the calendar year in which such Key Employee’s date of termination occurs unless such a later date would
not, in accordance with guidance issued by the Internal Revenue Service, cause the Plan to be subject to the provisions of
Section 409A of the Internal Revenue Code.
(E) Any Options or Rights not exercised within the period established in accordance with this Section 5(g) shall be
subject to Section 5(l) herein.
(h) Except as provided in this Section 5(h), no Option or Right granted under the Plan shall be transferable other than
by will or by the laws of descent and distribution. During the lifetime of the optionee, an Option or Right shall be
exercisable only by the Key Employee or Director, to whom the Option or Right is granted (or his or her estate or designated
Beneficiary). Notwithstanding the foregoing, all or a portion of a non-qualified stock option may be transferred and assigned
by such persons designated by the Committee, to such persons designated by the Committee, and upon such terms and
conditions as the Committee may from time to time authorize and determine in its sole discretion.
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Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009