The Hartford 2008 Annual Report Download - page 684

(v) within any 24 month period, the persons who were directors of the Company immediately before the beginning
of such period (the “Incumbent Directors”) shall cease (for any reason other than death) to constitute at least a majority of
the Board or the board of directors of any successor to the Company, provided that any director who was not a director at the
beginning of such period shall be deemed to be an Incumbent Director if such director (A) was elected to the Board by, or
on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent
Directors either actually or by prior operation of this clause (v), and (B) was not designated by a Person who has entered into
an agreement with the Company to effect a transaction described in Section 9(a)(iii) or Section 9(a)(iv) of the Plan.
(b) For purposes of this Plan, a Potential Change of Control shall occur if:
(i) A Person shall commence a tender offer, which if successfully consummated, would result in such Person being
the Beneficial Owner of at least 15% of the stock of the Company entitled to vote in the election of directors of the
Company;
(ii) The Company enters into an agreement, the consummation of which would constitute a Change of Control;
(iii) Solicitation of proxies for the election of directors of the Company by anyone other than the Company, which,
if such directors were elected, would result in the occurrence of a Change of Control as described in Section 9(a)(v); or
(iv) Any other event shall occur which is deemed to be a Potential Change of Control by the Board, the
Committee, or any other appropriate committee of the Board in its sole discretion.
(c) Notwithstanding any provision in this Plan to the contrary, upon the occurrence of a Change of Control:
(i) Each Option and related Right outstanding on the date such Change of Control occurs, and which is not then
fully vested and exercisable, shall immediately vest and become exercisable to the full extent of the original grant for the
remainder of its term.
(ii) The surviving or resulting corporation may, in its discretion, provide for the assumption or replacement of each
outstanding Option and related Right granted under the Plan on terms which are no less favorable to the optionee than those
applicable to the Options and Rights immediately prior to the Change of Control.
(iii) Except to the extent otherwise expressly provided in Section 9(c)(vi), the restrictions applicable to shares of
Restricted Stock or to Restricted Units held by Key Employees pursuant to Section 7 shall lapse upon the occurrence of a
Change of Control, and such Key Employees shall receive immediately unrestricted certificates for all of such shares.
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Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009