United Healthcare 2010 Annual Report Download - page 132
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If Executive becomes entitled to severance compensation, such payments shall be considered and are hereby designated as
a series of separate payments for purpose of Section 409A. For purposes of payment of the severance compensation.
Executive will be considered to have experienced a termination of employment as of the date that the facts and
circumstances indicated that it is reasonably anticipated that the Executive will provide no further services after such date
or that the level of bona fide services that Executive is expected to perform permanently decreases to no more than 20% of
the average level of bona fide services that Executive performed over the immediately preceding 36-month period.
Whether Executive has had a termination of employment will be determined in a manner consistent with the definition of
“separation from service” under Section 409A. A termination of employment will mean a “separation from service” and
will be referred to as a “Termination.”
C. Separation Agreement and Release Required. In order to receive any Severance Benefits under this Agreement,
Executive must sign a separation agreement and release of claims in a form determined by UnitedHealth Group in its
reasonable discretion. Notwithstanding this Section, any release that Executive is required to sign shall not prevent her
from enforcing any rights under this Agreement that by their terms survive the termination of her employment, any rights
she has pursuant to the separation agreement itself, or require her to waive any claims arising out of acts or events
occurring subsequent to her signing the release of claims contained in the separation agreement. In addition, except as the
parties may expressly agree, the terms of the separation agreement will not conflict with any term of this Agreement that
survives Executive’s termination of employment.
-7 -
5. Pro
p
ert
y
Ri
g
hts, Confidentialit
y
, Non-Dis
p
ara
g
ement, and Restrictive Covenants.
A. UnitedHealth Grou
p
’s Pro
p
ert
y
.
i. Assignment of Property Rights. Executive must promptly disclose in writing to UnitedHealth Group all inventions,
discoveries, processes, procedures, methods and works of authorship, whether or not patentable or copyrightable,
that Executive alone or jointly conceives, makes, discovers, writes or creates, during working hours or on
Executive’s own time, during this Agreement’s term (the “Works”). Executive hereby assigns to UnitedHealth
Group all Executive’s rights, including copyrights and patent rights, to all Works. Executive must assist
UnitedHealth Group as it reasonably requires to perfect, protect, and use its rights to the Works. This provision does
not apply to any Work for which no UnitedHealth Group equipment, supplies, facility or trade secret information
was used and: (1) which does not relate directl
y
to