United Healthcare 2009 Annual Report Download - page 117

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(i) Cash-Based Board Compensation. The amount of the first installment will be determined as soon as
administratively feasible following the Plan Year in which occurs the Participant’s Termination of Directorship and
the amount of future installments will be determined as soon as administratively feasible following the end of each
following Plan Year. The amount of each installment shall be determined by dividing the Participant’s Post-2003
Account balance as of the Valuation Date as of which the installment is being paid, by the number of remaining
installment payments to be made (including the payment being determined). Such installment payments shall be
actually be made as soon as practicable after each such determination (but not later than the last day of February of
each year when a determination occurs).
(ii) Deferred Stock Units. In payment of vested Deferred Stock Units, UnitedHealth Group shall promptly issue
shares of UnitedHealth Group 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 equal installments in each Plan Year
following the Plan Year in which the Participant’s Termination of Directorship occurs. The value of any fractional
vested Deferred Stock Unit shall be paid in a single lump sum cash payment at the time the shares of Common
Stock are delivered to Participant in payment of the last installment of Deferred Stock Units. In no event shall
payment be made later than the last day of February of the Plan Year in which the payment is scheduled to occur.
(iii) Exception for Small Amounts. Notwithstanding the foregoing provisions of this Section 8.2(b), if the value of
the Participant’s Post-2003 Account as of the Valuation Date as of which an installment payment is to be determined
(including the value of the Participant’s vested Deferred Stock Units) does not exceed Five Thousand Dollars
($5,000), the Participant’s entire Post-2003 Account shall be paid in the form of a lump sum. Payment shall be made
(or in the case of vested Deferred Stock Units, such Units will be converted into shares of UnitedHealth Group
common stock) as soon as administratively practicable after such Valuation Date (but not later than the last day of
February of the year when such determination occurs). For this purpose, the value of the Post-2003 Account shall be
determined after reduction for any lump sum or other payment that is also payable to such Participant as of such
Valuation Date.
(c) Five (5) Year Delay, then Lump Sum. Distribution of the Participant’s Post-2003 Account shall be made in a single
lump sum payment following the fifth (5 ) anniversary of the Participant’s Termination of Directorship.
3
(i) Cash-Based Board Compensation. The amount of such distribution shall be determined as soon as
administratively
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