United Healthcare 2009 Annual Report Download - page 118

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4
feasible as of a Valuation Date in the calendar year following the calendar year in which occurs the fifth
(5 ) anniversary of the Participant’s Termination of Directorship. Actual distribution shall be made in the
calendar year of determination as soon as administratively practicable after such determination (but not later
than the last day of February of each year when a determination occurs).
(ii) Deferred Stock Units. In the Plan Year immediately following the fifth anniversary of the Participant’s
Termination of Directorship, UnitedHealth Group shall issue 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 all 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 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(c), if the value of
the Participant’s Post-2003 Account (including the value of the Participant’s vested Deferred Stock Units) does
not exceed Five Thousand Dollars ($5,000) as of the Valuation Date in the Plan Year in which the Participant
experienced a Termination of Directorship or any following Plan Year, the Participant’s Post-2003 Account
shall be paid in 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 practicable after such
determination (but not later than the last day of February of the year following the Valuation Date); provided
that payment shall only be made if the requirements of Treasury Regulation Section 1.409A-3(j)(4)(v) are
satisfied.
(d) Ten (10) Year Delay, then Lump Sum. Distribution of the Participant’s Post-2003 Account shall be made in a
single lump sum payment following the tenth (10 ) anniversary of the Participant’s Termination of Directorship.
(i) Cash-Based Board Compensation. The amount of such distribution shall be determined as soon as
administratively feasible as of a Valuation Date in the calendar year following the calendar year in which
occurs the tenth (10 ) anniversary of the Participant’s Termination of Directorship. Actual distribution shall be
made in the calendar year of determination as soon as
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