The Hartford 2007 Annual Report Download - page 176

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Item 11. EXECUTIVE COMPENSATION
The information called for by Item 11 will be set forth in the Proxy Statement under the captions “Compensation Discussion and
Analysis”, “Executive Compensation”, “Director Compensation”, “Report of the Compensation and Personnel Committee”, and
“Compensation and Personnel Committee Interlocks and Insider Participation” and is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Certain of the information called for by Item 12 will be set forth in the Proxy Statement under the caption “Common Stock Ownership
of Directors, Executive Officers and Certain Shareholders” and is incorporated herein by reference.
Equity Compensation Plan Information
The following table provides information as of December 31, 2007 about the securities authorized for issuance under the Company’s
equity compensation plans. The Company maintains The Hartford 1995 Incentive Stock Plan, The Hartford Incentive Stock Plan (the
“2000 Stock Plan”), The Hartford 2005 Incentive Stock Plan (the “2005 Stock Plan”), The Hartford Employee Stock Purchase Plan (the
“ESPP”), and The Hartford Restricted Stock Plan for Non-Employee Directors (the “Director's Plan”). On May 18, 2005, the
shareholders of the Company approved the 2005 Stock Plan, which superseded the 2000 Stock Plan and the Director’s Plan. Pursuant to
the provisions of the 2005 Stock Plan, no additional shares may be issued from the 2000 Stock Plan or the Director’ s Plan. To the
extent than any awards under the 2000 Stock Plan or the Director’ s Plan are forfeited, terminated, expire unexercised or are settled in
cash in lieu of stock, the shares subject to such awards (or the relevant portion thereof) shall be available for award under the 2005
Stock Plan and such shares shall be added to the total number of shares available under the 2005 Stock Plan.
In addition, the Company maintains the 2000 PLANCO Non-employee Option Plan (the “PLANCO Plan”) pursuant to which it may
grant awards to non-employee wholesalers of PLANCO products.
(a) (b) (c)
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
Weighted-average
Exercise Price of
Outstanding
Options, Warrants
and Rights
Number of Securities Remaining
Available for Future Issuance
Under Equity Compensation Plans
(Excluding Securities Reflected in
Column (a))
Equity compensation plans
approved by stockholders 6,298,018
$58.78
7,247,541[1]
Equity compensation plans not
approved by stockholders 25,357 53.80 225,858
Total 6,323,375 $58.76 7,473,399
[1] Of these shares, 1,629,003 shares remain available for purchase under the ESPP.
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 Personnel 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 20% 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