United Healthcare 2010 Annual Report Download - page 119

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reason other than as set forth in Section 2(b) below (with such departure being considered a “separation from service” as set forth in
Treasury Regulation Section 1.409A-1(h)), then all Deferred Stock Units that are not vested as of the date of such departure
(“Departure Date”) shall immediately terminate.
(b) Change in Control. Notwithstanding the other vesting provisions contained in Section 2, but subject to the other terms and
conditions set forth herein, upon the effective date of a Change in Control, all unvested Deferred Stock Units shall immediately vest,
and the restrictions with respect to all unvested Deferred Stock Units shall lapse. For purposes of this Award, a “Change in Control”
shall mean the occurrence of one or more of the change in control events set forth in Treasury Regulation Section 1.409A-3(i)(5);
provided, however, that the threshold percentage for purposes of determining whether a change in the ownership of a substantial
portion of the Company’s assets has occurred under Treasury Regulation Section 1.409A-3(i)(5)(vii) shall be 80%.
3. Conversion of Deferred Stock Units; Issuance of Common Stock. Upon Participant’s Departure Date, the Company shall
promptly cause to be issued shares of Common Stock in book-entry form, registered in Participant’s name (or in the name of
Participant’s legal representatives, beneficiaries or heirs, as the case may be), in payment of vested whole Deferred Stock Units. The
value of any fractional vested Deferred Stock Unit shall be paid in a single lump sum cash payment at the time shares of Common
Stock are delivered to Participant in payment of the Deferred Stock Units. In no event shall settlement occur later than ninety
(90) days following Participant’s Departure Date, unless such payment is deferred in accordance with the terms and conditions of the
Company’s non-qualified deferred compensation plans and in compliance with Section 409A of the Internal Revenue Code of 1986
and its accompanying regulations (“Code Section 409A”).
4. Restriction on Transfer. Participant may not transfer the Deferred Stock Units except by will or by the laws of descent and
distribution or pursuant to a domestic relations order as defined by the Internal Revenue Code. Any attempt to otherwise transfer the
Deferred Stock Units shall be void. Participant may specify to whom the Company shall deliver any such shares of Common Stock
which are otherwise payable to Participant in settlement of such Deferred Stock Units, subject to the requirements of any applicable
law.
5. Dividend Equivalents. If a cash dividend is declared and paid by the Company with respect to the Common Stock, the
Participant shall be credited as of the applicable dividend payment date with an additional number of Deferred Stock Units (the
“Dividend Units”) equal to (A) the total cash dividend the Participant would have received had the Participant’s Deferred Stock Units
(and any previously credited Dividend Units with respect thereto) been actual shares of Common Stock, divided by (B) the Fair
Market Value of a share of Common Stock as of the applicable dividend payment date, rounded up to the nearest whole number if the
calculation results in a fraction. As of the conversion date pursuant to Section 3, the number of Dividend Units paid on the Deferred
Stock Units converting on such conversion date shall convert into
2