United Healthcare 2010 Annual Report Download - page 131

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(1) Two times Executive’s annualized base salary as of Executive’s termination date.
(2) Two times the average of the total of any bonus or incentive compensation paid or payable to Executive for the two
most recent calendar years (excluding equity-related awards, payments under any long-term or similar benefit plan, or any
other special or one-time bonus or incentive compensation payments); provided, however, that if termination occurs within
two years following the Effective Date, the amount payable under this paragraph will be two times the greater of
(i) Executive’s target incentive, or (ii) the most recent year’s annual bonus after the first anniversary of this Agreement.
(3) $12,000 lump sum payment to offset costs of COBRA.
(4) Outplacement services to be provided (x) at a level consistent with those provided to similarly situated executives
through an outplacement firm selected by UnitedHealth Group or (y) through an outplacement firm selected by Executive
and paid by UnitedHealth Group, up to a maximum expenditure of $20,000.
Subject to the provisions of Internal Revenue Code Section 409A, as amended (“Section 409A”), all payments in (1)-
(2) above will be less applicable deductions, including deductions for tax withholding, and will be paid bi-weekly on the
regular payroll cycle over the two-year Severance Period, beginning with the next payroll period immediately following
the expiration of any rescission or revocation period that is provided in the separation and release agreement described in
Section 4.C. Payment of any Severance Benefits not excepted from Section 409A will begin in the seventh month
following Executive’s separation from UnitedHealth Group. All Severance Benefits will conclude on or before
December 31 of the second taxable year following the year in which Executive separates from UnitedHealth Group.
Executive and UnitedHealth Group agree that this Section 4 will not have the effect of extending the vesting period of any
equity awards granted prior to the Effective Date, and that the extended vesting, if any, of any equity award granted on or
after the Effective Date will be governed by the terms of the grant certificate agreement pursuant to which the award is
granted.
-6 -
4. Severance Benefits.
A. Circumstances under Which Severance Benefits Payable. Executive will be entitled to Severance Benefits only if
Executive’s employment is terminated by UnitedHealth Group without Cause or if Executive terminates employment for
Good Reason. The Severance Benefits in this Agreement are in lieu of any payments or benefits to which Executive
otherwise mi
g
ht be entitled under an
y
UnitedHealth Grou
p
severance
p
lan or
p
ro
g
ram.
B. Severance Benefits. Executive will be entitled to the following Severance Benefits if UnitedHealth Group terminates
Executive’s em
p
lo
y
ment without Cause: