EX-10.3: SUMMARY OF ANNUAL EXECUTIVE BONUS PROGRAM
Exhibit 10.3
The Hartford Financial Services Group, Inc.
Annual Executive Bonus Program
The Hartford Financial Services Group, Inc. (the Company) has an annual executive bonus program (the Bonus Program) that is intended to provide certain Company executives and key managers with incentive compensation based upon the achievement of pre-established performance goals and individual performance. The Bonus Program is intended to provide an incentive for profitable growth and to motivate participating executives and key managers toward higher achievement and operating results, to tie their goals and interests to those of the Company and its shareholders and to enable the Company to attract and retain highly qualified executives and key managers.
United States tax laws generally do not allow publicly held companies to obtain tax deductions for compensation of more than $1 million paid in any year to any of their five most highly compensated executive officers unless such payments are performance-based as defined in the tax laws. Where the performance criteria provide the Company a choice among different measures, one of the requirements for compensation to be performance-based under those laws is that the Company must obtain shareholder approval every five years of the material terms of the performance goals for such compensation. In accordance with Internal Revenue Service rules under Section 162(m) of the Internal Revenue Code (Section 162(m)), the material terms of the Bonus Program constitute the framework within which the Compensation and Personnel Committee of the Board of Directors (the Committee) would establish the actual performance goals.
The Committee generally takes reasonable measures to avoid the loss of a Company tax deduction due to Section 162(m). However, amendments can be made to the Bonus Program that can increase its cost to the Company and can alter the allocation of benefits among participating executive officers. In addition, the Committee may in certain circumstances approve bonus or other payments outside of the Bonus Program that do not meet the material terms of the Bonus Program described above and that may not be deductible.
The Companys shareholders approved the following material terms of the Bonus Program on May 18, 2005, at the Companys Annual Meeting of Shareholders:
1. Class of Eligible Executives. The class of eligible executive shall include the five most highly compensated executive officers of the Company and its subsidiaries for any given year.
2. Performance Criteria. Awards of bonuses pursuant to the Bonus Program must be stated for the five most highly compensated executive officers in terms of an objective formula or standard as required by Section 162(m), which may be based on any one or more of the following factors (collectively, the Performance Factors): (i) earnings per share, (ii) return on equity, (iii) cash flow, (iv) return on total capital, (v) return on assets, (vi) economic value added, (vii) increase in surplus, (viii) reductions in operating expenses,
(ix) increases in operating margins, (x) earnings before income taxes and depreciation, (xi) total shareholder return, (xii) return on invested capital, (xiii) cost reductions and savings, (xiv) earnings before interest, taxes, depreciation and amortization, (xv) pre-tax operating income, (xvi) net income, (xvii) after-tax operating income or (xviii) productivity improvements. The objective formula or standard shall be:
| determined solely by reference to any one or more of the Performance Factors of the Company (or the Performance Factors of any subsidiary or affiliate of the Company, or any division or unit thereof), or | |||
| based on any one or more of the Performance Factors of the Company (or the Performance Factors of any subsidiary or affiliate of the Company, or any division or unit thereof), as compared with the Performance Factors of other companies or entities, or | |||
| based on an executives attainment of personal objectives with respect to any one or more of the Performance Factors of the Company (or the Performance Factors of any subsidiary or affiliate of the Company, or any division or unit thereof), or with respect to any one or more of the following: (i) growth and profitability, (ii) customer satisfaction, (iii) leadership effectiveness, (iv) business development, (vi) negotiating transactions and sales or (vii) developing long-term business goals. |
3. Maximum Payable to any Executive for Any One Year. The maximum bonus that may be paid to any of the five most highly compensated executive officers for any given year is the lesser of (a) 300% of such executives annual bonus target in effect at the beginning of such year, as approved by the Committee, or (b) $5,000,000.