The Hartford 2008 Annual Report Download - page 499

“Not Payable” means (i) with respect to benefits other than Equity Awards, such benefits shall not be paid or
otherwise provided to Executive, and (ii) with respect to Equity Awards, such Equity Awards, to the extent unvested,
unexercisable, or subject to restrictions that have not yet lapsed, shall be forfeited and/or canceled as of the date of
termination of the Employment Period, unless otherwise determined by the Board or the appropriate committee of the
Board in its discretion.
“Payable” means (i) with respect to benefits other than those described in clause (ii) of this paragraph, such benefits
shall be paid to Executive in the amount, at the time, and in the form specified herein, and (ii) with respect to benefits
described in this clause (ii), the following shall apply solely in the event of a Termination Without Cause,
notwithstanding anything in the applicable plan or program to the contrary: (A) with respect to any outstanding stock
options not yet expired as of the date of termination of the Employment Period, Executive shall be treated as though
he/she remained in the employ of the Company for the two year period following such date, and except to the extent
that any such options first expire during such period under the applicable plan or program, (I) any such options that
would have become vested over such two year period solely by reason of Executive remaining in the employ of the
Company during such period shall become immediately vested and nonforfeitable, (II) with respect to any options that
by their terms would vest if the stock of the Company or an affiliate were to reach a specified market price, such
options shall become vested and nonforfeitable if and when such stock reaches such price during such two year period,
and (III) Executive shall have an additional two years beyond the time to exercise such options permitted under the
applicable plan or program, but not beyond the originally stated expiration date of any such option (e.g., if a
termination occurs in the ninth year following the grant of a ten year term option, Executive shall have only until the
tenth anniversary of the date of grant to exercise such option), (B) with respect to any restricted stock subject to
restrictions that have not yet lapsed as of the date of termination of the Employment Period, such restrictions shall be
deemed to have lapsed and such restricted stock shall become immediately vested and nonforfeitable as of such date,
and (C) with respect to a Pro-Rata Target Bonus that relates to a calendar year beginning on or after January 1, 2010,
such Pro-Rata Target Bonus shall be paid to Executive in the amount, at the time and in the form specified herein,
provided that, if Executive would have been a “covered employee” as defined in Section 162(m) of the Internal
Revenue Code (the “Code”) for such calendar year but for the termination of the Employment Period, such Pro-Rata
Target Bonus shall only be payable to Executive if, when and to the extent that the Compensation and Personnel
Committee of the Board certifies that the performance goals applicable to the Target Bonus, as preestablished by such
Committee in accordance with Section 162(m) of the Code, have been attained.
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Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009