THE HARTFORD FORM OF NON-QUALIFIED STOCK OPTION, PERFORMANCE AWARD, AND RESTRICTED STOCK UNIT AWARD AGREEMENT
Exhibit 10.24
THE HARTFORD
FORM OF NON-QUALIFIED STOCK OPTION, PERFORMANCE AWARD, AND RESTRICTED STOCK UNIT AWARD AGREEMENT
[DATE]
[Key Employee]
[Address]
[City, State, Zip]
Effective [DATE] (the “Grant Date”), you have been granted an award under The Hartford 2020 Stock Incentive Plan (the “Plan”) of stock option, performance award, restricted stock units.
[Option Award
You have been granted a non-qualified option to purchase all or any portion of x,xxx shares of common stock of The Hartford Financial Services Group, Inc. (“The Hartford”) under the terms of the Plan at an exercise price of $[XXX] per share, the New York Stock Exchange closing price of The Hartford’s common stock on the Grant Date. This option will vest and become exercisable, assuming continued employment, in three consecutive annual installments, each equal to one-third of the shares subject to the option, as follows: one-third will vest and become exercisable one year after the Grant Date, an additional one-third will vest and become exercisable two years after the Grant Date, and the remaining one-third of the option will vest and become exercisable three years after the Grant Date. However, any unexercised portion of your option expires in full ten years following the Grant Date (the “Expiration Date”) and, in the event of your earlier termination of employment, will likely expire at an earlier date in accordance with the applicable terms and conditions of the Plan, as described in the Appendix.]
[Performance Award
You have [also] been granted x,xxx restricted stock units under the terms of the Plan. Each restricted stock unit award represents a right to receive, pursuant to the terms of the Plan and achievement of the performance objectives set forth below, one share of common stock of The Hartford. This is a contingent award, and the extent to which you may ultimately receive all or any of these restricted stock units depends upon continued employment through the end of the three year performance period (except as otherwise provided in the Appendix) and whether and to what extent, as determined by the Compensation and Management Development Committee (the “Committee”) of the Board of Directors or its delegate, the following performance objectives are achieved [over][as of the end of] the three-year performance period [DATE — DATE]: [performance objectives] relative to targets established by the Committee or its delegate. Payment of the vested portion of the award will be made in shares, net of taxes, following satisfaction of the applicable performance objectives and certification of the payout factor. Your restricted stock unit account will be credited with dividend equivalents, which are subject to the same terms and conditions as the restricted stock units to which they relate (based on target performance). These dividend equivalents will be deemed reinvested in a number of restricted stock units determined based on the fair market value of The Hartford common stock on the date the corresponding common stock dividend is payable to stockholders. Such dividend equivalents will be paid only if, and to the extent that, the underlying restricted stock units vest and are paid (based on actual performance).]
[Restricted Stock Unit Award
You have [also] been granted x,xxx restricted stock units of The Hartford. Each restricted stock unit award represents a right to receive, pursuant to the terms of the Plan one share of common stock of The Hartford per restricted stock unit [at the end of the [three]-year period from [DATE — DATE] (the “vesting period”)][. This award will vest, assuming continued employment, in two consecutive annual installments,
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each equal to 50% of the award, as follows: 50% will vest on [DATE] and the remaining 50% will vest on [DATE] (each a “vesting period”).] [. This award will vest, assuming continued employment, with respect to (i) thirty-three and one-third percent (33 1/3%) of the award as of the first anniversary of the grant date, (ii) thirty-three and one-third percent (33 1/3%) of the award as of the second anniversary of the grant date, and (iii) thirty-three and one-third percent (33 1/3%) of the award as of the third anniversary of the grant date.] This is a contingent award, and remains subject to forfeiture pending [completion of the vesting period] [continued employment through each vesting date]. Your restricted stock unit account will be credited with dividend equivalents, which are subject to the same terms and conditions as the restricted stock units to which they relate. These dividend equivalents will be deemed reinvested in a number of restricted stock units determined based on the fair market value of The Hartford common stock on the date the corresponding common stock dividend is payable to stockholders.]
Termination Rules
[The impact on your award of your termination of employment is described in the Appendix. Except as described in the Appendix, i][I]f your employment ends prior to the latest vesting date specified for the applicable portion of your award [(including as a result of Retirement, death, Total Disability, or because you receive severance following position elimination)], [the unvested portion of the corresponding][your] award will be forfeited upon your termination of employment.
Award Value
The estimated value of your long-term award ([options, performance awards, restricted stock units]) as of the date of grant was $[XXX], based on the closing price of The Hartford common stock on the Grant Date. [Ultimately, the value of the award will depend on the stock price [at the time of option exercise] [at the time of payment in the case of [restricted stock units]], [whether and the extent to which performance objectives are satisfied and the closing price of The Hartford’s common stock on the Committee certification date. Shares, net of taxes, are distributed soon after certification by the Committee.]
This award is conditioned on your acceptance of the award [and on your agreement to the [Restriction on Solicitation of Employees] [and agreement to Restriction on Competition Following Retirement][set forth below,][and to The Hartford’s Arbitration Policy,] on or before [DATE]. If not accepted and agreed to by that date, the award will be cancelled.
Acceptance/Acknowledgements:
By accepting this award, you acknowledge:
• that you have access to the Plan prospectus and the opportunity to read the terms of the Plan prior to your acceptance of this award, and you represent that you understand the terms of this award and accept this award subject to all the terms and conditions of the Plan, of the rules, procedures and interpretations thereunder, and of this award.
• that you may consult a tax advisor regarding the tax aspects of this award and that you are not relying on The Hartford for any opinion or advice as to personal tax implications of this award.
• that the award is subject to tax and that shares you actually receive will be net of shares withheld for taxes.
• that this award does not constitute a contract of employment, nor is it a guarantee or promise of employment for any specific period of time. Employment at The Hartford and its subsidiaries (the “Company”) is terminable at will, which means that both you and The Company are free to terminate the employment relationship at any time for any lawful reason.
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[Agreement to Restriction on Solicitation of Employees
By accepting this award, you agree (or reaffirm your prior agreement):
• that while employed by the Company and for a [one-year] period following termination of your employment with the Company for any reason, (1) you will not directly or indirectly solicit, encourage or induce any employee of the Company (a “Hartford Employee”) to terminate his or her employment with the Company, and (2) you will not, directly or indirectly, as an individual, as an owner or employee of a business or in any other capacity, solicit for employment, offer employment to, or employ any Hartford Employee.
• that during the term of this restriction, any subsequent employer’s hiring of a Hartford Employee into a position that reports directly or indirectly to you, or to any of your direct or indirect reports, will create a “rebuttable presumption” that you have violated this restriction. That means that if a Hartford Employee is hired by your new employer and reports directly or indirectly to you or anyone who reports to you, it will be assumed that you were involved in that hiring unless you can prove otherwise.
This restriction includes but is not limited to: (i) interviewing a Hartford Employee, (ii) communicating in any fashion with a Hartford Employee in connection with an employment opportunity at another employer, or (iii) otherwise assisting or participating in the soliciting of a Hartford Employee in connection with an employment opportunity at another employer. This restriction applies for the duration of your employment and for the [one-year] period following your termination of employment, regardless of whether you become vested in, and receive the benefits made available under, the award, including if you terminate employment before the award vests.
This restriction does not affect, alter or supersede any other non-solicitation or non-competition restrictions that you might have with the Company. This restriction may only be waived or altered by The Hartford’s Executive Vice President & Chief Human Resources Officer. Any such waiver or alteration must be in writing.]
[Agreement to Restriction on Competition Following Retirement
By accepting this award, you agree that if your employment ends during the [performance period] [vesting period] and you are retirement-eligible, you will:
•not become associated during the [performance period] [vesting period] with any entity, whether as a principal, partner, employee, agent, consultant, or director, that is actively engaged in selling or providing, either directly or indirectly, in any geographical area [within the U.S.] where the Company’s products are sold or its services are provided, any products or services that are the same as or similar to products or services that as of the date of your retirement are being sold or provided, either directly or indirectly, by the Company, and
•provide certification and (if required) evidence satisfactory to the Executive Vice President & Chief Human Resources Officer that you have complied with this restriction (the “Restriction on Competition”).
The Hartford shall, in its sole discretion, have the right to enforce or waive the terms of this provision.]
[Agreement to Arbitration Policy
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By accepting this award, you agree (or reaffirm your prior agreement) to resolve covered disputes in accordance with The Hartford’s Arbitration Policy, as the same may be in effect from time to time. The current version of this Policy can be accessed at [insert link].
You further understand that final and binding arbitration is the exclusive forum for the resolution of disputes covered by The Hartford’s Arbitration Policy and that you may only submit a dispute to arbitration on an individual basis; that is, you may not combine a dispute that is submitted to arbitration with any other dispute between any other employees or may not otherwise initiate or join a “class” or “collective” arbitration action.]
Termination of Award
The Committee may in its sole discretion terminate in whole or in part such portion of your award as has not, at the time of such termination, become vested or with respect to which any applicable Performance Period or Restriction Period has not lapsed, if the Committee determines that you are not performing satisfactorily the duties assigned to you as of the date on which the award was made.
Tax Withholding
[Federal, state and local income or other taxes to be withheld with respect to your award will be satisfied when your award is paid by retaining stock you would otherwise receive under this award in an amount sufficient to satisfy the withholding obligations applicable to this award, unless other arrangements satisfactory to the Executive Vice President & Chief Human Resources Officer are made for withholding.] [You agree to pay the Company an amount sufficient to satisfy the tax withholding obligations applicable to the exercise of your options.]
Beneficiary Designation
One or more beneficiaries may be designated on the Beneficiary Designation Form, [available at xxx.xxx.xxx]. Unless revoked, your Beneficiary Designation will apply to outstanding and future awards to you under the Plan, The Hartford 2014 Incentive Stock Plan and similar plans. Should you wish to make a beneficiary designation, the Beneficiary Designation Form must be returned to Executive Compensation. If the form is not returned to Executive Compensation, any distribution under the Plan will be made to your spouse in the event of your death (or, if no spouse, to your estate), unless you previously filed a Beneficiary Designation Form for your awards. Please note that once your award vests and shares are transferred to your individual brokerage account, the beneficiary designation for your individual brokerage account, and not the Beneficiary Designation Form, applies.
Additional Documents
Your long-term incentive award, along with additional information regarding your award, is available at [xxx.xxx.xxx]. The information and documents available include the following: The Hartford 2020 Stock Incentive Plan Prospectus (which includes a brief summary of the Federal tax consequences of your award), Beneficiary Designation Forms, and award treatment upon termination of employment. You are strongly urged to review all of the above documents, as well as the other information provided, at your earliest convenience.
If you cannot access the information, please contact Executive Compensation, The Hartford, T-1-173-1R, Xxx Xxxxxxxx Xxxxx, Xxxxxxxx, XX 00000, (000) 000-0000, for paper copies.
Award Agreement; Plan Terms and Conditions
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Please note that this document, along with the Plan, constitutes your [option, performance award, restricted stock unit] agreement with The Hartford. Your [option, performance award, restricted stock unit] grant is subject to all of the terms and conditions of the Plan, as it may be amended from time to time, including, but not limited to, the recoupment provisions thereof, and all of the rules, procedures and interpretations of the Plan that the Committee may adopt from time to time. Pursuant to the Plan, the Committee has full discretion and authority to interpret, construe and administer the Plan and any part thereof. In the event of any conflict between this document and the provisions of the Plan, the Plan shall prevail. Capitalized terms used herein shall have the meanings specified herein or assigned by the Plan.
Committee Authority to Amend Agreement
To the extent not prohibited by applicable law, any or all terms and conditions outlined in this document may be amended, changed, or suspended by the Committee at any time without prior notice to you.
Sincerely,
[insert name]
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Termination Rules Appendix
[STOCK OPTIONS
[Death and Total Disability. If your active employment ceases during the vesting period as a result of your death or Total Disability, your stock option will become fully exercisable. You (or your beneficiary) will have [five years] after the date of your death or termination due to Total Disability (or, if earlier, until the Expiration Date) to exercise your vested stock options.]
[Retirement. If your active employment terminates due to Retirement during the vesting period [and, at least [one year] after the Grant Date], your stock option will become fully exercisable. You will have [five years] after the date of your Retirement (or, if earlier, until the Expiration Date) to exercise your vested stock options.]
[Involuntary Termination and Receiving Severance. If you terminate employment and receive severance pay [as a result of the elimination of your position] pursuant to the severance pay plan applicable to you and you have been employed for at least [one year] from the Grant Date, a prorated portion of your option award will become exercisable, based on the portion of the vesting period that you were actively employed. The portion of the stock options that will be become exercisable at your termination will be determined taking into account any options that have previously become exercisable. You will have [four months] after the date of your termination (or, if earlier, until the Expiration Date) to exercise your vested stock options.]
[Involuntary Termination for Cause. If your active employment ceases as a result of your involuntary termination for Cause, all of your stock options (including any portion that had previously become vested) shall be forfeited.]
[All Other Cases (Including Voluntary Termination). If your active employment ceases for any other reason (including as a result of your voluntary resignation), during the vesting period, any unvested portion of your stock options shall be forfeited. You will have [four months] after the date of your termination (or, if earlier, until the Expiration Date) to exercise any otherwise vested stock options.]
[PERFORMANCE AWARDS
[Death, Total Disability [and Retirement]. If your active employment ceases during the applicable performance period [or vesting period, if later] as a result of your death, Total Disability [or Retirement][you will be eligible to receive, as soon as practicable following the end of the applicable performance period [or vesting period, if later], a prorated award for the portion of the applicable period you were actively employed] [your award will be fully vested at target and paid within 60 days following your separation from service.] [However, receipt of this award will remain subject to the achievement of the applicable performance criteria.]]
[Retirement. If your active employment ceases during the performance period as a result of your Retirement, you will [receive a prorated award for the portion of the applicable period you were actively employed][continue to vest in your award during the remainder of the performance period] [provided that you continue to satisfy the Restriction on Competition]. Your award then will be paid as soon as practicable following the end of the performance period and certification by the Committee. Receipt of this award will remain subject to the achievement of the applicable performance criteria. [If you fail to satisfy the Restriction on Competition during the [performance][vesting] period, then all of your restricted stock units will be forfeited]].
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[Involuntary Termination and Receiving Severance. If you terminate employment [at least one year] after the start of the applicable performance period, and you receive severance pay [as a result of the elimination of your position] pursuant to the severance pay plan applicable to you, you will be eligible to receive, as soon as practicable following the end of the applicable performance period [or vesting period, if later] and certification by the Committee, a prorated award for the portion of the applicable period you were actively employed.] However, receipt of this award will remain subject to the achievement of the applicable performance criteria.]
[Involuntary Termination for Cause. If your active employment ceases as a result of your involuntary termination for Cause, all of your restricted stock units shall be forfeited.]
[All Other Cases (Including Voluntary Termination). If your active employment ceases for any other reason (including as a result of your voluntary resignation), during the [performance period] [vesting period], all of your restricted stock units shall be forfeited.]]
[RESTRICTED STOCK UNITS
[Death, Total Disability and Retirement. If your active employment ceases during the applicable vesting period as a result of your death, Total Disability, or Retirement, you will receive, within 90 days following your termination of employment (or, in the case of death or Total Disability, by March 15 of the year following your termination, if earlier), [a prorated award for the portion of the applicable period you were actively employed][a fully vested award], provided, however, if you are a “specified employee”, in the event of payment as a result of Retirement (or in the event of payment as a result of Total Disability if you would have otherwise been Retirement eligible at any time during the vesting period), payment will be made six months after you separate from service. [The portion of the restricted stock units that will become vested at your termination will be determined taking into account any restricted stock units that have previously vested.]]
[Involuntary Termination and Receiving Severance. If you terminate employment [at least [one year] after the Grant Date] and you receive severance pay [as a result of the elimination of your position] pursuant to the severance pay plan applicable to you, you will receive, within 90 days following your termination of employment (or, if earlier, by March 15 of the year following your termination), a prorated award for the portion of the vesting period you were actively employed, provided, however, that if such 90-day period spans two calendar years, payment will be made in the second calendar year. If, however, you are a “specified employee” who would be Retirement eligible at any time during the vesting period, payment will be made six months after you separate from service. [The portion of the restricted stock units that will become vested at your termination will be determined taking into account any restricted stock units that have previously vested.]]
[Involuntary Termination for Cause. If your active employment ceases as a result of your involuntary termination for Cause, all of your restricted stock units shall be forfeited.]
[All Other Cases (Including Voluntary Termination). If your active employment ceases for any other reason (including as a result of your voluntary resignation), during the vesting period, all of your restricted stock units shall be forfeited.]]
[Definitions
[TOTAL DISABILITY
You will be deemed to have terminated employment by reason of “Total Disability” for purposes of the Plan if you become entitled to receive long term disability benefits under the Hartford Fire Insurance Company Employee Income Protection Plan.]
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[RETIREMENT
You will be deemed to have terminated by reason of Retirement if you terminate your employment after [(i) attaining at least age 55 with at least five years of service, where the sum of your age plus your service (credited in years) through the date of your separation equals or exceeds 65 or (ii) you had an outstanding equity award as of [December 31, 2015] and had attained at least age 50 and completed at least 10 years of service, so long as the sum of your age plus your service (credited in years) equaled or exceeded 70 as of [March 1, 2016]; provided in either event that if you are an executive in Tiers 1 through 3 (or equivalent positions), you provide at least three months advance written notice of Retirement or such lesser notice period as the Company shall permit (the “Notice Period”) and during the Notice Period you satisfactorily perform your job responsibilities, as determined by The Hartford’s Executive Vice President & Chief Human Resources Officer.]
[(i) attaining at least age 55 with at least five years of service, where the sum of your age plus your service (credited in years) through the date of your separation equals or exceeds 65, provided that, if you are a Tier 1 through 3 executive (or equivalent position), you provide at least three months advance written notice of Retirement or such lesser notice period as the Company shall permit (the “Notice Period”) and during the Notice Period you satisfactorily perform your job responsibilities, as determined by The Hartford’s Executive Vice President & Chief Human Resources Officer.]
[CAUSE
Other than in the event of a Change of Control (in which case Cause shall be defined as set forth in the severance pay plan applicable to you), you will be deemed to have terminated employment by reason of Cause if the Company determines, in its sole discretion, that you have engaged in any of the following: (i) the willful failure to perform substantially your employment-related duties; (ii) your willful or serious misconduct that has caused or could reasonably be expected to result in material injury to the business or reputation of the Company; (iii) your conviction of, or entering a plea of guilty or nolo contendere to, a crime constituting a felony; or (iv) your breach of any written covenant or agreement with the Company or any material written policy of the Company. Any determination of Cause by the Company will be considered conclusive and binding on you.]
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