The Hartford 2008 Annual Report Download - page 708

(b) For purposes of this Plan, a Potential Change of Control shall occur if:
(i) A Person shall commence a tender offer, which if successfully consummated, would result in such Person being
the Beneficial Owner of at least 15% of the stock of the Company entitled to vote in the election of directors of the
Company;
(ii) The Company enters into an agreement, the consummation of which would constitute a Change of Control;
(iii) Solicitation of proxies for the election of directors of the Company by anyone other than the Company, which,
if such directors were elected, would result in the occurrence of a Change of Control as described in Section 9(a)(v); or
(iv) Any other event shall occur which is deemed to be a Potential Change of Control by the Board, the
Committee, or any other appropriate committee of the Board in its sole discretion.
(c) Notwithstanding any provision in this Plan to the contrary, upon the occurrence of a Change of Control:
(i) Each Option and Right outstanding on the date such Change of Control occurs, and which is not then fully
vested and exercisable, shall immediately vest and become exercisable to the full extent of the original grant for the
remainder of its term.
(ii) The surviving or resulting corporation may, in its discretion, provide for the assumption or replacement of each
outstanding Option and Right granted under the Plan on terms which are no less favorable to the optionee than those
applicable to the Options and Rights immediately prior to the Change of Control.
(iii) Except to the extent otherwise expressly provided in Section 9(c)(vi), the restrictions applicable to shares of
Restricted Stock or to Restricted Units held by Key Employees pursuant to Section 7 shall lapse upon the occurrence of a
Change of Control, and such Key Employees shall receive immediately unrestricted certificates for all of such shares.
(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.
Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009