United Healthcare 2010 Annual Report Download - page 121

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(c) Compliance with Securities Laws. The Company shall not be required to deliver any shares of Common Stock underlying
any Deferred Stock Units until the requirements of any federal or state securities laws, rules or regulations or other laws or rules
(including the rules of any securities exchange) as may be determined by the Company to be applicable have been and continue to be
satisfied (including an effective registration of the shares under federal and state securities laws). The Company will use its best
efforts to complete all actions necessary for such compliance so that settlement can occur within the period specified in Section 3;
provided that if such compliance causes settlement within such period to be administratively impractical within the meaning of
Treasury Regulation Section 1.409A-1(b)(4)(ii), settlement shall occur as soon as administratively practical. To the extent an Award
is subject to Code Section 409A, settlement shall occur at the earliest date at which the Company anticipates that such settlement will
not cause a violation of applicable law.
(d) Document Conflict. An original record of this Award and all the terms hereof is held on file by the Company. To the extent
there is any conflict between the terms contained in this Award and the terms contained in the original held by the Company, the
terms of the original held by the Company shall control.
(e) Severability. If a court or arbitrator decides that any provision of this Award is invalid or overbroad, Participant agrees that
the court or arbitrator should narrow such provision so that it is enforceable or, if narrowing is not possible or permissible, such
provision should be considered severed and the other provisions of this Award should be unaffected.
(f) Entire Agreement; Modification. This Award document the Plan constitute the entire agreement between the parties with
respect to the terms and supersede all prior or written or oral negotiations, commitments, representations and agreements with respect
thereto. The terms and conditions set forth in this Award document may only be modified or amended in a writing, signed by both
parties.
(g) Governing Law. The validity, construction and effect of this Award and any rules and regulations relating to this Award shall
be determined in accordance with the laws of the State of Minnesota (without regard to its conflict of law principles).
(h) Code Section 409A. The Company intends that the Award shall comply with Code Section 409A. If the Award is subject to
Code Section 409A and Participant is a “specified employee” (within the meaning of Code Section 409A and determined pursuant to
procedures adopted by the Company) as of the Departure Date, payment shall be made on the first day following the six (6) month
anniversary of Participant’s Departure Date (or, if earlier than the end of the six (6) month period, the date of the Participant’s death).
In no event shall the Company and/or its affiliates be liable for any tax, interest or penalties that may be imposed on Participant (or
Participant’s estate) under Code Section 409A.
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