United Healthcare 2010 Annual Report Download - page 128

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-3 -
E. Post-Termination Health Care Coverage. If Executive’s employment is terminated for any reason, she may elect to
continue health care coverage pursuant to COBRA for herself, her current spouse and her eligible dependents and if she
does, she will pay the required premium for that coverage. At the Executive’s option, she may purchase at her sole expense
an individual pre-65 medical policy (the “Post-COBRA Policy”) covering herself and her spouse and dependents, from
UnitedHealth One. The Post-COBRA Policy will offer medical coverage that is of similar actuarial value to the UHG-
sponsored employee medical coverage elected by Executive, without exclusions or limitations for pre-existing conditions.
The period of Post-COBRA Policy coverage will run from the end of COBRA continuation coverage through the date on
which Executive becomes eligible for Medicare. To exercise the option to secure the Post-COBRA Policy coverage,
Executive agrees to take all required actions and provide any requested personal medical history and information, in
accordance with UnitedHealth One’s then current policy application and medical underwriting process. Executive
understands that should she choose to apply for the Post-COBRA Policy, when it is issued the benefits under the policy
will not be available to her until she has exhausted her COBRA continuation coverage and she has taken the necessary
ste
p
s to activate the
p
olic
y
.
F. Sign-On Bonus. On the first payroll date that occurs following the 60-day anniversary of the Effective Date, Executive will
earn and be paid a sign-on bonus in the gross amount of $205,000 (“Initial Bonus”). If Executive is employed on the 12-
month anniversary of the Effective Date, Executive will earn and be paid (on the next payroll date) an additional sign-on
bonus in the gross amount of $205,000 (“One-Year Bonus”). If Executive is employed on the 24-month anniversary of the
Effective Date, Executive will earn and be paid (on the next payroll date) an additional sign-on bonus in the gross amount
of $205,000 (“Two-Year Bonus”). Executive agrees that if Executive’s employment terminates within either of the 24-
month periods that commence on the date Executive receives the Initial Bonus, the One-Year Bonus, or the Two-Year
Bonus, respectively, (a) voluntarily by Executive, except for a “Good Reason” (as that term is defined in this Agreement),
or (b) by UnitedHealth Group for “Cause” (as that term is defined in this Agreement), Executive will repay to
UnitedHealth Group a pro-rata portion of that sign-on bonus based on the number of full months Executive was employed
during each respective 24-month period. For example, if Executive voluntarily terminates employment without Good
Reason on a date that is 8 months after she receives the Initial Bonus, she will repay 16/24 of the Initial Bonus, and if
Executive voluntarily terminates employment without Good Reason on a date that is 18 months after she receives the
Initial Bonus and is 6 months after she receives the One-Year Bonus, she will repay 6/24 of the Initial Bonus and will
repay 18/24 of the One-Year Bonus. Executive authorizes UnitedHealth Group to make deductions from wages as
necessar
y
to accom
p
lish all or an
y
p
ortion of the re
p
a
y
ment obli
g
ations set forth herein.