The Hartford 2011 Annual Report Download - page 135

135
Summary Description of the 2000 PLANCO Non-Employee Option Plan
The Company’ s Board of Directors adopted the PLANCO Plan on July 20, 2000, and amended it on February 20, 2003 to increase the
number of shares of the Company’ s common stock subject to the plan to 450,000 shares. The stockholders of the Company have not
approved the PLANCO Plan. No awards have been issued under the PLANCO Plan since 2003.
Eligibility – Any non-employee independent contractor serving on the wholesale sales force as an insurance agent who is an exclusive
agent of the Company or who derives more than 50% of his or her annual income from the Company is eligible.
Terms of options – Nonqualified stock options (“NQSOs”) to purchase shares of common stock are available for grant under the
PLANCO Plan. The administrator of the PLANCO Plan, the Compensation and Management Development Committee, (i) determines
the recipients of options under the PLANCO Plan, (ii) determines the number of shares of common stock covered by such options, (iii)
determines the dates and the manner in which options become exercisable (which is typically in three equal annual installments
beginning on the first anniversary of the date of grant), (iv) sets the exercise price of options (which may be less than, equal to or greater
than the fair market value of common stock on the date of grant) and (v) determines the other terms and conditions of each option.
Payment of the exercise price may be made in cash, other shares of the Company’ s common stock or through a same day sale program.
The term of an NQSO may not exceed ten years and two days from the date of grant.
If an optionee’ s required relationship with the Company terminates for any reason, other than for cause, any exercisable options remain
exercisable for a fixed period of four months, not to exceed the remainder of the option’ s term. Any options that are not exercisable at
the time of such termination are cancelled on the date of such termination. If the optionee’ s required relationship is terminated for
cause, the options are canceled immediately.
Acceleration in Connection with a Change in Control – Upon the occurrence of a change in control, each option outstanding on the date
of such change in control, and which is not then fully vested and exercisable, shall immediately vest and become exercisable. In
general, a “Change in Control” will be deemed to have occurred upon the acquisition of 40% or more of the outstanding voting stock of
the Company, a tender or exchange offer to acquire 15% or more of the outstanding voting stock of the Company, certain mergers or
corporate transactions resulting in the shareholders of the Company before the transactions owning less than 55% of the entity surviving
the transactions, certain transactions involving a transfer of substantially all of the Company’ s assets or a change in greater than 50% of
the Board members over a two year period. See Note 18 of the Notes to Consolidated Financial Statements for a description of the
2010 Stock Plan and the ESPP.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Any information called for by Item 13 will be set forth in the Proxy Statement under the caption “Corporate Governance” and “Board of
Directors” and is incorporated herein by reference.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information called for by Item 14 will be set forth in the Proxy Statement under the caption “Report of the Audit Committee” and is
incorporated herein by reference.
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as a part of this report:
(1) Consolidated Financial Statements. See Index to Consolidated Financial Statements and Schedules elsewhere herein.
(2) Consolidated Financial Statement Schedules. See Index to Consolidated Financial Statement and Schedules elsewhere
herein.
(3) Exhibits. See Exhibit Index elsewhere herein.