United Healthcare 2009 Annual Report Download - page 116

Download and view the complete annual report

Please find page 116 of the 2009 United Healthcare annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 137

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137

2. Plan Section 1.2.4 is amended in its entirety to read as follows:
“1.2.4. Board Compensation – Board retainer fees, Board Chair retainer fees, Board meeting fees, Board committee Chair
retainer fees and Board committee fees, including any such fees as the Participant elects to have paid in the form of Deferred
Stock Units, but not stock options or other stock-based compensation. The Committee may designate prospectively that other
pay is included in Board Compensation.”
3. A new Section 1.2.8 is added to Section 1.2 and the remaining sections of Section 1.2 are renumbered as appropriate. The new
Section 1.2.8 shall read as follows:
“1.2.8 Deferred Stock Unit or Unit – a unit granted under the UnitedHealth Group Incorporated 2002 Stock Incentive
Plan, as may be amended from time to time, or a successor plan, evidencing the right to receive a share of UnitedHealth Group
common stock (or a cash payment equal to the fair market value of a share of United Health Group common stock) at some
future date.
4. A new sentence is added after the first sentence of Plan Section 3.1.1 to read as follows:
“The Committee, in its sole discretion, may permit a Participant to make separate deferral elections with respect to the
Participant’s Board Compensation payable (a) in cash and/or (b) Deferred Stock Units.”
5. Plan Section 8.2 is amended in its entirety to read as follows:
“8.2. Form of Distribution. As determined under the rules of Section 8.4, distribution of the Participant’s Post-2003
Account shall be made in one or more of the forms listed below. Effective with the 2010 Plan Year, the Committee, in its sole
discretion, may permit a Participant to make separate distribution elections with respect to the Participant’s Board Compensation
payable in cash and/or Deferred Stock Units.
(a) Immediate Lump Sum of Cash-Based Board Compensation. Distribution of the cash-based Board Compensation
sub-account within the Participant’s Post-2003 Account shall be made in a single lump sum. The amount of the lump sum
distribution shall be determined as soon as administratively feasible as of a Valuation Date following the Plan Year in
which occurs the Participant’s Termination of Directorship. Payment shall be actually be made as soon as practicable after
such determination (but not later than the last day of the February following the Plan Year in which occurs the Participant’s
Termination of Directorship).
(b) Installments. Distribution of the Participant’s Post-2003 Account shall be made in a series of five (5) or ten
(10) annual installments. If a Participant elects to receive payment in the form of installments, then pursuant to section
409A of the Code and regulations issued thereunder (and for purposes of the re-election provisions in Section 8.4.4), the
series of installment payments shall be treated as the entitlement to a single payment (rather than a series of separate
payments).
2