The Hartford 2008 Annual Report Download - page 667

14. SUBSTITUTE AWARDS
The Committee shall be authorized to issue substitute The Hartford stock options and related rights to those key
employees of Participating Companies who surrender options to acquire stock in ITT Corporation. The Committee may
make a determination as to the exercise price and number of such substitute options as it may determine in order to preserve
the economic value of the surrendered ITT options and related rights in the aggregate amount not to exceed 16,000,000
shares. Subject to this limitation, shares of The Hartford Common Stock to be issued upon the exercise of substitute stock
options may be made available from authorized but unissued shares or from treasury or shares held by The Hartford in
shares purchased in the open market.
The maximum number of substitute The Hartford stock options and related rights that may be granted to an individual
employee is 1,050,000 or such lower number as may be necessary to preserve the economic value of the surrendered ITT
options and related rights by any such individual employee.
The terms and conditions of each substitute stock award, including, without limitation, the expiration date of the option,
the time or times when, and the manner in which, each substitute option shall be exercisable, the duration of the exercise
period, the method of exercise, settlement and payment, and the rules in the event of termination, shall be the same as those
of the surrendered ITT award.
The Committee shall also be authorized to issue substitute grants of The Hartford Restricted Stock to replace shares of
ITT restricted stock surrendered by employees of Participating Companies. Such substitute shares shall be subject to the
same terms and conditions as the surrendered shares of ITT restricted stock, including, without limitation, the restriction
period of such ITT shares.
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Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009