The Hartford 2008 Annual Report Download - page 701

(d) The Committee shall determine the Performance Objectives of Awards of Performance Shares. Performance
Objectives may vary from Key Employee to Key Employee, Director to Director and between groups of Key Employees and
Directors, and shall be based upon one or more of the following objective criteria, as the Committee deems appropriate:
(A) earnings per share, (B) return on equity, (C) cash flow, (D) return on total capital, (E) return on assets, (F) economic
value added, (G) increase in surplus, (H) reductions in operating expenses, (I) increases in operating margins, (J) earnings
before income taxes and depreciation, (K) total shareholder return, (L) return on invested capital, (M) cost reductions and
savings, (N) earnings before interest, taxes, depreciation and amortization (“EBITDA”), (O) pre-tax operating income,
(P) net income, (Q) after-tax operating income, and/or (R) productivity improvements. The objective criteria shall be
(i) determined solely by reference to any one or more of the above performance factors of the Company (or the performance
factors of any subsidiary or affiliate of the Company or any division or unit thereof), or (ii) based on any one or more of the
above performance factors of the Company (or the performance factors of any subsidiary or affiliate of the Company or any
division or unit thereof), as compared with the performance factors of other companies or entities, or (iii) based on a Key
Employee’s attainment of personal objectives with respect to any one or more of the performance factors of the Company
(or the performance factors of any subsidiary or affiliate of the Company or any division or unit thereof), or with respect to
any one or more of the following: growth and profitability, customer satisfaction, leadership effectiveness, business
development, negotiating transactions and sales or developing long term business goals. If during the course of a
Performance Period there shall occur significant events which the Committee expects to have a substantial effect on the
applicable Performance Objectives during such period, the Committee may revise such Performance Objectives.
(e) At the beginning of a Performance Period, the Committee shall determine for each Key Employee or group of Key
Employees the number of Performance Shares or the percentage of Performance Shares which shall be paid to the Key
Employee or member of the group of Key Employees following completion of the Performance Period or if later, following
any applicable Restriction Period, if the applicable Performance Objectives are met in whole or in part.
(f) If a Key Employee terminates service with all Participating Companies during a Performance Period or any
applicable Restriction Period: (i) because of death, (ii) because of Total Disability, (iii) solely in the case of a Key Employee
with an original hire date with a Participating Company before January 1, 2002, because of his or her voluntary termination
of employment due to Retirement, or (iv) under other circumstances where the Committee in its sole discretion finds that a
waiver would be in the best interests of the Company; that Key Employee may, as determined by the Committee, be entitled
to payment in settlement of such Performance Shares at the end of the Performance Period or if later, at the end of any
applicable Restriction Period, based upon the extent to which the Performance Objectives were satisfied at the end of such
Performance Period and prorated for the portion of the Performance Period together with any applicable Restriction Period
during which the Key Employee was actively employed by any Participating Company. If a Key Employee terminates
service with all Participating Companies during a Performance Period or any applicable Restriction Period for any other
reason, then such Key Employee shall not be entitled to any Award with respect to that Performance Period and shall forfeit
any shares of Stock subject to a Restriction Period unless the Committee shall otherwise determine.
Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009