The Hartford 2014 Annual Report Download - page 284

THE HARTFORD 2014 INCENTIVE STOCK PLAN:
ADMINISTRATIVE RULES
RELATING TO AWARDS FOR NON-EMPLOYEE DIRECTORS
Set forth below, effective as of the first day of the 2015-2016 Board service year, are the Administrative Rules (“Rules”) which have
been authorized by the Compensation and Management Development Committee (the "Compensation Committee") of the Board of
Directors of The Hartford Financial Services Group, Inc. (the “Company”) for the administration of awards under The Hartford 2014
Incentive Stock Plan (the “Plan”) for Non-Employee Directors of the Company. All terms and conditions of the Plan (including those
relating to any Change of Control of the Company), as they may be amended from time to time, and the rules and interpretations
applicable under the Plan, as they may be adopted by the Compensation Committee from time to time, shall apply to all awards granted
under the Plan except as otherwise provided pursuant to the Rules set forth herein. Capitalized terms used herein shall have the
meanings specified herein or assigned by the Plan.
1. Annual Non-Employee Director Restricted Unit Awards. An annual award of Restricted Units automatically shall be made in
an amount as may be determined appropriate by the Nominating and Corporate Governance Committee of the Board (the
“Nominating Committee”) from time to time, to each director of the Company who is not an officer of, or otherwise employed
by, the Company or any of its subsidiaries or affiliates (a “Non-Employee Director”). The grant date of such award shall be the
first day of the next scheduled trading window following the date of the Annual Meeting of Stockholders of the Company
(“Annual Meeting”) at which such Non-Employee Director is elected.
2. Amount of Awards. The amount of Restricted Units granted for each Non-Employee Director’s annual award shall be
determined by dividing (a) the dollar amount of the annual award by (b) the Fair Market Value of the Stock on the grant date of
the annual award.
3. Restriction Period for Restricted Units. Except as otherwise provided in the Plan and in Rule 6, the Restriction Period for
Restricted Units awarded to Non-Employee Directors under the Plan shall (unless otherwise determined by the Nominating
Committee) lapse as of the earlier of (i) the last day of the Board service year (the period between dates of Annual Meetings)
during which the Non-Employee Director is elected or (ii) the first anniversary of the award grant date. Notwithstanding the
preceding sentence, Restricted Units awarded to a Non-Employee Director shall automatically vest upon the occurrence of any
of the following events: (a) retirement from service on the Board in accordance with the Company’s Corporate Governance
Guidelines, (b) death of the Non-Employee Director, (c) Total Disability of the Non-Employee Director, (d) resignation by the
Non-Employee Director under cases of special circumstances where the
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