The Hartford 2014 Annual Report Download - page 285

Compensation Committee, in its sole discretion, consents to waive the remaining Restriction Period, or (e) a Change of Control
(in the event of a Change of Control as described in Section 9(a)(iii) or Section 9(a)(iv) of the Plan, in the case of a Non-
Employee Director whose service on the Board involuntarily terminates on or after the date of the stockholder approval
described in either of such Sections but before the date of the consummation described in either of such Sections, the date of
termination of such Non-Employee Director’s service shall be deemed for purposes of the Plan to be the day following the date
of the applicable consummation). Restricted Units shall be forfeited only when the Compensation Committee, in its sole
discretion, so determines. In each case, the shares of Stock related to Restricted Units that vest shall be delivered to the Non-
Employee Director within 60 days of the applicable vesting date.
4. Dividends. Pursuant to Section 7(g) of the Plan, the Restricted Unit accounts of Non-Employee Directors shall be credited with
Dividend Equivalents with respect to all Restricted Units during the period from the grant date to the payment date. These
Dividend Equivalents shall be subject to the same terms and conditions and become payable and be paid as the Restricted Units
to which they relate. All Dividend Equivalents payable in respect of Restricted Units shall be deemed reinvested in the number
of Restricted Units determined based on the Fair Market Value on the date the corresponding dividend on the Stock is payable
to stockholders.
5. Prorated Awards for Non-Employee Directors Elected After Annual Non-Employee Director Restricted Unit Awards are
Made.
(a) A Non-Employee Director elected to the Board after the annual Non-Employee Director Restricted Unit Awards described
in Rule 1 are made shall receive a prorated annual Award of Restricted Units for the portion of the Board service year (the
period between dates of Annual Meetings of Stockholders) during which he or she is elected, determined in accordance with
current administrative procedures. The number of Restricted Units granted to the Non-Employee Director shall be determined
by dividing the dollar value of the prorated award amount by the Fair Market Value of the Stock on the grant date (which shall
be the first day of the next scheduled trading window following such Non-Employee Director’s election to the Board).
(b) A Non-Employee Director who is elected to the Board before the annual Non-Employee Director Restricted Unit Awards
described in Rule 1 are granted, but after the start of the Board service year to which such Restricted Unit Awards relate, shall
receive the full annual Restricted Unit Award for such upcoming Board service year, calculated as described in Rule 2 and
granted as described in Rule 1.
6. Election to Receive Restricted Units in Lieu of Annual Cash Retainer, Committee Chair Retainer and Presiding Director
Retainer. A Non-Employee Director may
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