The Hartford 2008 Annual Report Download - page 737

4.2 Exercise of Options
A. Automatic Exercise. Except as otherwise provided in the Plan or determined by the Committee, an Option granted
to a Participant hereunder shall be deemed to have been exercised automatically on the Offering Termination Date
applicable to such Option. Such exercise shall be for the purchase, on or as soon as practicable after the Offering
Termination Date, of the number of full and/or fractional Shares that the accumulated payroll deductions credited to the
Participant’s Account as of the Offering Termination Date will purchase at the applicable Exercise Price (but not in
excess of the number of Shares for which an Option has been granted to the Participant pursuant to Section 4.1). The
Participant’s Account shall be charged for the amount of the purchase, and the Participant’s ownership of the Shares
purchased shall be appropriately evidenced on the books of the Company.
B. Restrictions on Exercise of Options
(i) Exercise of Options. As required by Code Section 423, any Option granted hereunder shall in no event be
exercisable after the expiration of 27 months following the Offering Commencement Date applicable thereto.
(ii) Exercise by the Participant Only. During the Participant’s lifetime, any Option granted to the Participant
shall be exercisable only by such Participant.
(iii) Other Restrictions. Under no circumstances shall any Option be exercised, nor shall any Shares be issued
hereunder, until such time as the Company shall have complied with all applicable requirements of (a) the Act,
(b) all applicable listing requirements of any securities exchange on which the Shares are listed, and (c) all other
applicable requirements of law or regulation.
C. Issuance of Certificates. Except as otherwise provided in the Plan, certificates with respect to Shares purchased
hereunder shall be issued to the Participant (i) upon request by the Participant to the Transfer Agent only if such Shares
were purchased at least 18 months prior to such request, or (ii) at the direction of the Plan Administrator at such earlier
time as determined appropriate by the Plan Administrator. The Transfer Agent shall issue and deliver such certificates
as soon as practicable after receipt of such a request. The Participant shall pay any fees charged by the Transfer Agent
for its services. The Hartford shall not be required to issue any certificates for fractional Shares. If a Participant requests
certificates for Shares for the purpose of disposing of all of the Participant’s Shares, the Company shall pay to the
Participant cash in lieu of any fractional Shares, based on the Fair Market Value of such fractional Shares as of the date
of the issuance of such certificates.
D. Registration of Certificates. Certificates shall be registered only in the name of the Participant.
E. Rights as a Shareholder. The Participant shall have no rights or privileges of a shareholder of The Hartford with
respect to Options granted or Shares purchased hereunder, unless and until such Shares shall have been appropriately
evidenced on the books of the Company.
F. Dividend Reinvestment. If The Hartford pays a cash dividend on Shares and a Participant is entitled to receive such
dividend on Shares that have been purchased under the Plan, such dividend shall not be paid in cash, but shall be paid
in the form of additional Shares (“Reinvested Shares”), upon such terms and conditions as the Plan Administrator shall
determine, subject to this subsection F. Reinvested Shares may be purchased directly from The Hartford from its
treasury and/or authorized and unissued Shares, and/or purchased on the open market. Reinvested Shares shall be
purchased at 100% of market value and not at the Option Exercise Price set forth in Section 4.1(C). A Participant’s
Account shall be credited with the number of Shares, and fractions thereof, equal to the amount of the dividend paid on
a Participant’s Shares acquired under the Plan divided by the purchase price of the Reinvested Shares.
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Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009