The Hartford 2008 Annual Report Download - page 706

(l) Notwithstanding anything else contained in the Plan to the contrary, the Committee may determine at the time of
grant that any Award of Restricted Stock or Restricted Units to a Key Employee or Director shall become vested, if at all,
only upon the determination by the Committee that Performance Objectives established by the Committee have been
attained, in whole or in part. In such case, the Performance Objectives determined by the Committee may vary from Key
Employee to Key Employee, Director to Director and between groups of Key Employees and Directors, and shall be
established by the Committee and determined by applying the standards (and selecting from the criteria) applicable to
Performance Shares under Section 6(d). If there shall occur significant events which the Committee expects to have a
substantial effect on the applicable Performance Objectives, the Committee may revise such Performance Objectives. Unless
the Committee otherwise determines at the time of grant, any Award of Restricted Stock or Restricted Units that is subject to
performance-based vesting in accordance with this Section 7(l), to an officer of the Company or a Subsidiary who is subject
to the reporting requirements of Section 16(a) of the Act, shall be subject to the same requirements and restrictions as apply
to a Performance Share Award under Section 6(j).
8. Issuance of Stock
(a) The Company shall not be required to issue or deliver any shares of Stock prior to: (i) the listing of such shares on
any stock exchange on which the Stock may then be listed, (ii) the completion of any registration or qualification of such
shares under any federal or state law, or any ruling or regulation of any government body which the Company shall, in its
sole discretion, determine to be necessary or advisable, and (iii) the satisfaction of any tax withholding obligations as
provided in Section 14 hereof.
(b) All shares of Stock delivered under the Plan shall also be subject to such stop-transfer orders and other restrictions
as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange
Commission, any stock exchange upon which the Stock is then listed and any applicable federal or state securities laws, and
the Committee may cause a legend or legends to be placed on any such certificates to make appropriate reference to such
restrictions. In making such determination, the Committee may rely upon an opinion of counsel for the Company.
(c) Except to the extent such shares are subject to forfeiture during any applicable Restriction Period, each Key
Employee or Director who receives Stock in settlement of or as part of an Award, shall have all of the rights of a shareholder
with respect to such shares, including the right to vote the shares and receive dividends and other distributions. No Key
Employee or Director awarded an Option, a Right, a Restricted Unit or a Performance Share shall have any right as a
shareholder with respect to any shares of Stock covered by his or her Option, Right, Restricted Unit or Performance Share
prior to the date of issuance to him or her of such shares.
9. Change of Control
(a) For purposes of this Plan, a Change of Control shall occur if:
(i) a report on Schedule 13D shall be filed with the Securities and Exchange Commission pursuant to Section
13(d) of the Act disclosing that any Person, other than the Company or a subsidiary of the Company or any employee
benefit plan sponsored by the Company or a subsidiary of the Company is the Beneficial Owner of forty percent or more of
the outstanding stock of the Company entitled to vote in the election of directors of the Company;
Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009