The Hartford 2008 Annual Report Download - page 731

B. Any Person (within the meaning of Section 13(d) of the Act), other than The Hartford or a subsidiary of The
Hartford or any employee benefit plan sponsored by The Hartford or a subsidiary of The Hartford shall purchase shares
pursuant to a tender offer or exchange offer to acquire any stock of The Hartford (or securities convertible into stock)
for cash, securities or any other consideration, provided that after consummation of the offer, the Person in question is
the Beneficial Owner, directly or indirectly, of fifteen percent or more of the outstanding stock of The Hartford entitled
to vote in the election of directors of The Hartford (calculated as provided in paragraph (d) of Rule 13d-3 under the Act
in the case of rights to acquire shares);
C. Any merger, consolidation, recapitalization or reorganization of The Hartford shall be consummated, other than any
such transaction immediately following which the persons who were the Beneficial Owners of the outstanding
securities of The Hartford entitled to vote in the election of directors of The Hartford immediately prior to such
transaction are the Beneficial Owners of at least 55% of the total voting power represented by the securities of the
entity surviving such transaction entitled to vote in the election of directors of such entity (or the ultimate parent of
such entity) in substantially the same relative proportions as their ownership of the securities of The Hartford entitled to
vote in the election of directors of The Hartford immediately prior to such transaction; provided that, such continuity of
ownership (and preservation of relative voting power) shall be deemed to be satisfied if the failure to meet such
threshold (or to preserve such relative voting power) is due solely to the acquisition of voting securities by an employee
benefit plan of The Hartford, such surviving entity or any subsidiary of such surviving entity;
D. Any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or
substantially all the assets of The Hartford shall be consummated; or
E. Within any 24 month period, the persons who were directors of The Hartford immediately before the beginning of
such period (the “Incumbent Directors”) shall cease (for any reason other than death) to constitute at least a majority of
the Board or the board of directors of any successor to The Hartford, provided that any director who was not a director
at the beginning of such period shall be deemed to be an Incumbent Director if such director (i) was elected to the
Board by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as
Incumbent Directors either actually or by prior operation of this clause (E), and (ii) was not designated by a Person who
has entered into an agreement with The Hartford to effect a transaction described in clause (C) or clause (D) of this
definition of Change of Control;
provided, however, that notwithstanding any provision in this Plan to the contrary, in the event of a Change of Control as
described in clause (C) or clause (D) of this definition of Change of Control, in the case of a Participant whose employment
involuntarily terminates on or after the date of a shareholder approval described in either of such clauses but before the date
of a consummation described in either of such clauses, the date of termination of such a Participant’s employment shall be
deemed for purposes of the Plan to be the day following the date of the applicable consummation.
“Code” means the Internal Revenue Code of 1986, as amended.
“Committee” means the Compensation and Personnel Committee of the Board, or such other Committee as the Board may
designate to administer the Plan pursuant to Article VI.
“Company” means The Hartford and Hartford Fire Insurance Company, and any other entity designated as a Participating
Corporation pursuant to Section 3.1, and any successor of any of the foregoing by merger or purchase or otherwise.
“Compensation” means “Compensation” as defined in The Hartford Investment and Savings Plan, excluding (i) amounts
deferred under any nonqualified deferred compensation plan, (ii) performance shares payable pursuant to The Hartford
Incentive Stock Plan and performance units payable pursuant to The Hartford Performance Unit Plan, (iii) bonuses, and
(iv) any other payments designated by the Committee.
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Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009