United Healthcare 2010 Annual Report Download - page 130
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-5 -
iv. By Executive without Good Reason. Executive may terminate this Agreement and Executive’s employment at any
time for an
y
reason, includin
g
due to Executive’s retirement.
v. By Executive for Good Reason. Executive may terminate this Agreement and Executive’s employment for Good
Reason, as defined below. Executive must give UnitedHealth Group written notice specifying in reasonable detail
the circumstances constituting Good Reason, within 120 days of becoming aware of such circumstances, or such
circumstances will not constitute Good Reason. If the circumstances constituting Good Reason are reasonably
capable of being remedied, UnitedHealth Group will have 60 days to remedy such circumstances. “Good Reason”
will exist if, without Executive’s consent, UnitedHealth Group: (a) reduces Executive’s base salary or target bonus
percentage other than in connection with a general reduction affecting every member of the group of employees who
are Executive Vice Presidents of UnitedHealth Group Incorporated; (b) moves Executive’s primary work location
more than 50 miles; (c) makes changes that substantially diminish Executive’s duties or responsibilities; provided
that, “Good Reason” will not exist if UnitedHealth Group continues to employ Executive as an Executive Vice
President of UnitedHealth Group, but for no longer than six (6) months assigns Executive duties and responsibilities
that generally are executive in nature and commensurate with her training and experience, but which are different
than the duties and responsibilities Executive held immediately prior to the change; or (d) changes Executive’s
reporting relationship away from the President and Chief Executive Officer, which, for the avoidance of doubt,
means that a change in the individual who is serving as the President and Chief Executive Officer of UnitedHealth
Group alone will not constitute a “Good Reason” under this Section 5.B.v(d), so long as Executive continues to
re
p
ort directl
y
to the Chief Executive Officer of UnitedHealth Grou
p
.
vi. Due to Executive’s Death or Disability. This Agreement and Executive’s employment will terminate automatically
if Executive dies. The termination date will be the date of Executive’s death. UnitedHealth Group may terminate this
Agreement and Executive’s employment due to Executive’s disability that renders Executive incapable of
performing the essential functions of Executive’s job, with or without reasonable accommodation. Executive will
not be entitled to Severance Benefits under Section 4 in the event of termination due to Executive’s death or
disabilit
y
.