United Healthcare 2009 Annual Report Download - page 119

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6. A new sentence is added immediately following the first sentence of Section 8.4.1(b) to read as follows:
“Effective with the 2010 Plan Year, the Committee, in its sole discretion, may permit a Participant to make a separate
distribution election with respect to the Participant’s Board Compensation payable in cash and/or Deferred Stock Units.”
7. The first paragraph of Plan Section 8.9.2 is amended in its entirety to read as follows:
“8.9.2 Pre-Selected In-Service Distributions from Post-2003 Account. Each Participant has the opportunity, when
enrolling in the Plan for each Plan Year beginning on or after January 1, 2004, to elect one (1) or more pre-selected in-service
distribution dates for all or a portion of the Participant’s Post-2003 Account attributable to cash-based Board Compensation
deferrals for such Plan Year (and any investment gains or losses on such deferrals), subject to the following rules:”
5
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 tenth 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(d), if the value o
f
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 Annual Valuation Date);
provided that payment shall only be made if the requirements of Treasury Regulation Section 1.409A-3(j)(4)
(v) are satisfied.”