The Hartford 2008 Annual Report Download - page 702

(g) Except as provided in Section 9, if a Director’s service on the Board terminates for any reason, including, without
limitation, termination due to death, disability or retirement, prior to the lapse of any applicable Restriction Period, such
Director (or Beneficiary, in the event of death) shall be or become vested in, or entitled to payment in respect of, such
Award to the extent determined by the Committee as set forth in such Director’s Award Document and/or any administrative
rules or other terms and conditions adopted by the Committee from time to time applicable to such Award granted to such
Director; provided that, to the extent that any such rules or terms and conditions establish a payment term not associated
directly with the vesting of any such Award, only the payment terms established under such rules or terms and conditions as
are in effect at the date the Award is granted to the Director shall apply to such Award.
(h) Each Award of a Performance Share shall be paid in whole shares of Stock, or cash, or a combination of Stock and
cash either as a lump sum payment or, if the Committee shall so determine at the time of grant, in annual installments, with
payment to commence as soon as practicable (but in any event within 90 days) after the end of the relevant Performance
Period or if later, at the end of any applicable Restriction Period.
(i) Except as otherwise required by applicable law, no Performance Share granted under the Plan shall be transferable
other than on account of death in accordance with the terms of the Plan.
(j) Notwithstanding anything else contained in the Plan to the contrary, unless the Committee otherwise determines at
the time of grant, any Award of Performance Shares, to an officer of the Company or a Subsidiary who is subject to the
reporting requirements of Section 16(a) of the Act, shall become vested, if at all, upon the determination by the Committee
that Performance Objectives established by the Committee have been attained, in whole or in part, to the extent required to
ensure that such Award is deductible by the Company or such Subsidiary pursuant to Section 162(m) of the Code. To the
extent such Award is so intended to qualify as performance-based compensation under Section 162(m), notwithstanding
anything else in the Plan to the contrary, the Committee shall not have any discretionary power or authority to increase the
amount payable with respect to such Award after it has been granted, and shall be deemed not to have and may not exercise
with respect to such Award any authority or discretion afforded to it under the Plan that would cause the Award to fail to so
qualify.
Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009