The Hartford 2008 Annual Report Download - page 705

(i) Subject to Section 7(f) and Section 8, a stock certificate shall be issued in the name of each Key Employee or
Director awarded Restricted Stock under the Plan. 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, or otherwise render available the shares represented by the certificate,
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 (or otherwise render available) 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, to the extent possible without adverse tax consequences to the Key Employee or Director,
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.
(j) Except for the restrictions set forth herein and unless otherwise determined by the Committee, a Key Employee or
Director shall have all the rights of a shareholder with respect to shares of Restricted Stock, including but not limited to, the
right to vote and the right to receive dividends. A Key Employee or Director shall not have any right, in respect of Restricted
Units awarded pursuant to the Plan, to vote on any matter submitted to the Company’s stockholders until such time, if at all,
as the shares of Stock attributable to such Restricted Units have been issued.
(k) In addition, the Committee may permit Key Employees and Directors or any group of Key Employees and Directors
to elect to receive Restricted Units in exchange for or in lieu of other compensation (including salaries, annual bonuses,
annual retainer and meeting fees) that would otherwise have been payable to such Key Employees and Directors in cash.
The Committee shall establish the terms and conditions of any such Restricted Units, including the Restriction Period
applicable thereto, and the date on which Stock shall be issued in respect thereof. The Committee shall establish the terms
and conditions applicable to any election by a Key Employee or Director to receive Restricted Units (including the time at
which any such election shall be made).
Source: HARTFORD FINANCIAL S, 10-K, February 12, 2009