The Hartford 2008 Annual Report Download - page 700

(l) Each outstanding Option and Right shall be deemed to be exercised, in the manner set forth below, at the close of
business on the scheduled expiration date of such Option or Right if at such time the Option or Right by its terms remains
exercisable and, if so exercised, would result in a distribution to the holder of such Option or Right of at least one share of
Stock of the Company net of any applicable tax withholding requirements (a “Deemed Exercise”). Such Deemed Exercise
may be effected without notification by the Director or Key Employee to the Company or by the Company to the Key
Employee or Director. Upon such Deemed Exercise, the Company shall issue and deliver to the Director or Key Employee
the greatest number of whole shares of Stock equal to the quotient of (i) divided by (ii), with the quotient reduced as
necessary to satisfy any applicable tax withholding requirements, where (i) and (ii) are:
(i) The product of (x) the number of shares of Stock as to which the Option or Right is being deemed exercised
and (y) the excess of the Fair Market Value on the Deemed Exercise date over the exercise price per share of such Option or
the specified amount for such Right, and
(ii) The Fair Market Value on such date. with any remainder being payable in cash to the Participant. If, on the
scheduled expiration date of any Option or Right, the exercise of such Option or Right would not result in a Deemed
Exercise, then such Option or Right shall be canceled without further action by the Key Employee or Director, the
Committee or the Company on the date following the last date on which such Option or Right may have been exercised in
accordance with this Section 5.
6. Performance Shares
(a) Subject to the provisions of the Plan, the Committee shall: (i) determine and designate from time to time those Key
Employees and Directors or groups of Key Employees and Directors to whom Awards of Performance Shares are to be
made, (ii) determine the performance period (the “Performance Period”) and performance objectives (the “Performance
Objectives”) applicable to such Awards, (iii) determine whether to impose a Restriction Period following the completion of
the Performance Period applicable to any Key Employees and Directors or groups of Key Employees and Directors,
(iv) determine the form of settlement of a Performance Share, and (v) generally determine the terms and conditions of each
such Award. At any date, each Performance Share shall have a value equal to the Fair Market Value of a share of Stock at
such date; provided that the Committee may limit the aggregate amount payable upon the settlement of any Award.
(b) The Committee shall determine a Performance Period of not less than one nor more than five years. Performance
Periods may overlap and Key Employees or Directors may participate simultaneously with respect to Performance Shares
for which different Performance Periods are prescribed.
(c) The Committee may impose a Restriction Period of any duration with respect to any shares of stock issued in
payment of a Performance Share Award, which shall apply immediately following the completion of the Performance Period
to which it relates.
Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009