The Hartford 2008 Annual Report Download - page 681

(f) The Committee may require, on such terms and conditions as it deems appropriate or desirable, that the certificates
for Stock delivered under the Plan in respect of any grant of Restricted Stock may be held in custody by a bank or other
institution, or that the Company may itself hold such shares in custody until the Restriction Period expires or until
restrictions thereon otherwise lapse, or later as provided in Section 14 hereof. The Committee may require, as a condition of
any Award of Restricted Stock that the Key Employee shall have delivered a stock power endorsed in blank relating to the
Restricted Stock.
(g) At the discretion of the Committee, the Restricted Unit account of a Key Employee or Director may be credited
with Dividend Equivalents during the Restricted Period which shall be subject to the same terms and conditions (and
become payable and be paid) as the Restricted Units to which they relate. Unless the Committee shall otherwise determine at
or after grant, all Dividend Equivalents payable in respect of Restricted Units shall be deemed reinvested in that number of
Restricted Units determined based on the Fair Market Value on the date the corresponding dividend on the Stock is payable
to stockholders.
(h) Nothing in this Section 7 shall preclude a Key Employee from exchanging any shares of Restricted Stock subject to
the restrictions contained herein for any other shares of Stock that are similarly restricted.
(i) Subject to Section 7(f) and Section 8, each Key Employee or Director awarded Restricted Stock under the Plan shall
be issued a certificate for the shares of Stock. Such certificate shall be registered in the name of the Key Employee or
Director, and shall bear an appropriate legend reciting the terms, conditions and restrictions, if any, applicable to such
Award and shall be subject to appropriate stop-transfer orders. Upon the lapse of the Restricted Period with respect to
Restricted Stock, such shares shall no longer be subject to the restrictions imposed under this Section 7 and the Company
shall issue or have issued new share certificates without the legend referred to herein in exchange for those certificates
previously issued. Upon the lapse of the Restricted Period with respect to any Restricted Units, the Company shall deliver to
the Key Employee or Director (or, if applicable, his or her beneficiary or permitted assigns, one share of Stock for each
Restricted Unit as to which restrictions have lapsed (including any such Restricted Units related to any Dividend Equivalents
credited with respect to such Restricted Units). The Committee may, in its sole discretion, elect to pay cash or part cash and
part Stock in lieu of delivering only Stock for Restricted Units. If a cash payment is made in lieu of delivering Stock, the
amount of such cash payment for each share of Stock to which a Key Employee or Director is entitled shall be equal to the
Fair Market Value on the date on which the Restricted Period lapsed with respect to the related Restricted Unit.
Notwithstanding the foregoing, the Committee may require or permit the deferral of payment in respect of Restricted Units
to a date or dates (including, without limitation, the date the Key Employee’s employment or a Director’s services on the
Board terminates) subsequent to the date that the Restriction Period lapses on such terms and conditions (including, without
limitation, the manner in which the amounts payable shall be deemed invested during the period of deferral) as it shall
determine from time to time.
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Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009