The Hartford 2008 Annual Report Download - page 695

3. Shares Subject to the Plan
Subject to adjustments in accordance with Section 13, the aggregate number of shares of Stock which may be awarded
under the Plan shall be subject to a maximum limit applicable to all Awards for the duration of the Plan (the “Maximum
Limit”). The Maximum Limit shall be 7,000,000 shares of Stock. The maximum number of shares of Stock with respect to
which Awards may be granted under the Plan in the form of Incentive Stock Options shall be 7,000,000.
Subject to adjustments in accordance with Section 13, and subject to the Maximum Limit set forth above on the number
of Shares that may be awarded in the aggregate under the Plan, the maximum number of shares that may be awarded to
Directors under the Plan shall be 500,000 shares of Stock. Additionally, a Director may not be granted an Award covering
more than 25,000 shares of Stock in any Plan Year, except that this annual limit on Director Awards shall be 50,000 shares
of Stock for any Director serving as Chairman of the Board and provided, however, that in the Plan Year in which an
individual is first appointed or elected as a Director, the limit applicable to such Director shall be increased by 25,000 shares
of Stock.
In addition to the foregoing, in any Plan Year: (a) no individual Key Employee may receive an Award of Options or
Rights for more than 1,000,000 shares, and (b) no individual Key Employee may receive an Award of Restricted Stock,
Restricted Units or Performance Shares for more than 200,000 shares.
Except with respect to shares of Stock equivalent to a maximum of five percent of the Maximum Limit authorized
above in this Section 3, and except as may be provided in Section 9 regarding a Change of Control, any Full Value Awards
which vest on the basis of a Key Employee’s continued employment with the Company shall not provide for vesting, other
than vesting upon death, Total Disability or Retirement, or such other circumstances, such as a substantial reduction in force
or a divestiture or sale of a business or unit, that the Committee finds that a waiver of the applicable restrictions (or any
portion thereof) would be in the best interests of the Company, which is more rapid than pro rata annual vesting over a three
year period, and any Full Value Awards which vest upon the attainment of performance objectives shall provide for a
performance period of at least twelve months. For purposes of this paragraph, a “Full Value Award” is an Award other than
in the form of an Option or Right. Notwithstanding the foregoing, Awards of Restricted Units attributable to a Key
Employee’s voluntary deferral of an amount which would otherwise have been payable to the Key Employee in cash shall
not be subject to the restrictions set forth in this paragraph and shall not be counted against the five percent limit referenced
above.
Subject to the above limitations, shares of Stock to be issued under the Plan may be made available from the authorized
but unissued shares, or shares held by the Company in treasury or from shares purchased in the open market.
Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009