The Hartford 2008 Annual Report Download - page 685

(iv) If a Change of Control occurs during the course of a Performance Period or any Restriction Period applicable
to an Award of Performance Shares pursuant to Section 6, then a Key Employee shall be deemed to have satisfied the
Performance Objectives at the target level specified in the Key Employee’s Award agreement or, if greater, otherwise
specified by the Committee at or after grant, and to have completed any applicable Restriction Period effective on the date of
such occurrence. Except to the extent otherwise expressly provided in Section 9(c)(vi), distribution of amounts payable in
connection with an Award of Performance Shares shall be made immediately following (but in no event later than 30 days)
following the occurrence of the Change of Control.
(v) Without limiting the provisions of this Section 9(c), in the event of a Change of Control the Committee may, in
its discretion, provide any of the following either absolutely or subject to the election of such Key Employees:
a. Each Option and related Right shall be surrendered or exercised for an immediate lump sum cash amount equal to the
excess of the Formula Price over the exercise price;
b. Each Restricted Stock Award, Restricted Unit Award and Performance Share Award shall be exchanged for an
immediate lump sum cash amount equal to the number of outstanding units or shares awarded to such Key Employee
multiplied by the Formula Price.
(vi) Notwithstanding the foregoing provisions of this Section 9(c), unless the event constituting a Change of
Control for purposes of the Plan shall also constitute a “change in control” as defined in the regulations promulgated under
Section 409A of the Code, no distribution or payment shall be made upon or in connection with the occurrence of a Change
of Control with respect to (x) any Restricted Units or Performance Shares or (y) any other Award that the Committee shall
determine, on or before the later of December 31, 2008 (or such later date as shall be permitted under transitional relief
provided under Section 409A of the Code) and the date the Award is granted, does not qualify for any applicable exemption
from the application of Section 409A of the Code (such as by reason of being a stock right or qualifying as a short-term
deferral). To the extent that, pursuant to the immediately preceding sentence, an Award is not distributable or payable upon
the occurrence of a Change of Control, distribution or payment of such Award shall be made at the time otherwise specified
under the Plan or the Award Documents without regard to the occurrence of a Change of Control. Without limiting the
generality of the foregoing, nothing in this Section 9(c)(vi) shall be construed to prevent any Key Employee’s rights in
respect of any Award from becoming non-forfeitable upon the occurrence of a Change of Control.
(d) Notwithstanding any provision in this Plan to the contrary, in the event of a Change of Control as described in
Section 9(a)(iii) or Section 9(a)(iv) of the Plan, in the case of an awardee whose employment or service involuntarily
terminates on or after the date of a shareholder approval described in either of such Sections but before the date of a
consummation described in either of such Sections, and the consummation occurs within 60 days of such date of
termination, then the date of termination of such an awardee’s employment or service shall be deemed for purposes of the
Plan to be the day following the date of the applicable consummation.
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Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009