The Hartford 2008 Annual Report Download - page 687

11. Administration of the Plan
(a) All decisions, determinations or actions of the Committee made or taken pursuant to grants of authority under the
Plan shall be made or taken in the sole discretion of the Committee and shall be final, conclusive and binding on all persons
for all purposes.
(b) The Committee shall have full power, discretion and authority to interpret, construe and administer the Plan and any
part thereof, and its interpretations and constructions thereof and actions taken thereunder shall be, except as otherwise
determined by the Board, final, conclusive and binding on all persons for all purposes.
(c) The Committee’s decisions and determinations under the Plan need not be uniform and may be made selectively
among Key Employees and Directors, whether or not such Key Employees and Directors are similarly situated.
(d) The Committee may, in its sole discretion, delegate such of its powers as it deems appropriate to the Company’s
Executive Vice President, Human Resources (or other person holding a similar position) or the Company’s Chief Executive
Officer, except that Awards to executive officers shall be made, and matters related thereto shall be determined, solely by
the Committee or the Board or any other appropriate committee of the Board.
12. Amendment, Extension or Termination
The Board or the Committee may, at any time, amend or modify the Plan and, specifically, may make such
modifications to the Plan as it deems necessary to avoid the application of Section 162(m) of the Code and the Treasury
regulations issued thereunder. However: (i) with respect only to Incentive Stock Options, no amendment shall, without
approval by a majority of the Company’s stockholders, (A) alter the group of persons eligible to participate in the Plan, or
(B) except as provided in Section 13 increase the maximum number of shares of Stock which are available for Awards under
the Plan; or, (ii) with respect to all Options, allow the Committee to reprice the Options. The Board may suspend or
terminate the Plan at any time without the consent of such person. Notwithstanding anything in this Plan to the contrary, the
Plan shall not be amended, modified, suspended or terminated during the period in which a Change of Control is threatened.
For purposes of the preceding sentence, a Change of Control shall be deemed to be threatened for the period beginning on
the date of any Potential Change of Control, and ending upon the earlier of: (I) the second anniversary of the date of such
Potential Change of Control, (II) the date a Change of Control occurs, or (III) the date the Board or the Committee
determines in good faith that a Change of Control is no longer threatened. Further, notwithstanding anything in this Plan to
the contrary, no amendment, modification, suspension or termination following a Change of Control shall adversely impair
or reduce the rights of any person with respect to a prior Award without the consent of such person. Notwithstanding the
preceding provisions, the Board or the Committee may amend the Plan or an Award Document to take effect retroactively or
otherwise, as deemed necessary or advisable for the purpose of conforming the Plan or an Award Document to any present
or future law relating to plans of this or similar nature and the administrative regulations and rulings promulgated thereunder
(including, but not limited to, amendments deemed necessary or advisable to avoid payments being subject to additional tax
under Code Section 409A).
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Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009