The Hartford 2008 Annual Report Download - page 712

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 and Rights, allow the Committee to reprice the Options or Rights. The Board
may suspend or terminate the Plan at any time without the consent of any 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).
13. Adjustments in Event of Change in Common Stock
In the event of any reorganization, merger, recapitalization, consolidation, liquidation, stock dividend, stock split,
reclassification, combination of shares, rights offering, split-up or extraordinary dividend (including a spin-off) or
divestiture, or any other change in the corporate structure or shares, the Committee shall make such adjustment in the Stock
subject to Awards, including Stock subject to purchase by an Option or issuable in respect of Restricted Units, or the terms,
conditions or restrictions on Stock or Awards, including the price payable upon the exercise of such Option and the number
of shares subject to Restricted Stock or Restricted Unit Awards, as shall be necessary to preserve Key Employee rights
substantially proportionate to those rights existing immediately prior to such transaction or event.
Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009