EX-10.7 8 dex107.htm FORM OF AGREEMENT FOR INITIAL DEFERRED STOCK UNIT AWARD<\/p>\n
Exhibit 10.7 <\/strong><\/p>\n \n NON-EMPLOYEE DIRECTOR INITIAL <\/strong><\/p>\n DEFERRED STOCK UNIT AWARD <\/strong><\/p>\n Award Number:<\/p>\n Award Date<\/strong><\/p>\n<\/td>\n Number of Units<\/strong><\/p>\n<\/td>\n Final Vesting Date<\/strong><\/p>\n<\/td>\n<\/tr>\n THIS CERTIFIES THAT UnitedHealth Group Incorporated (the “Company”) has on \u00abName \u00bb <\/strong><\/p>\n (“Participant”) an award (the “Award”) to receive that number of deferred * * * * *<\/p>\n 1. Rights of the Participant with Respect to the Deferred Stock 2. Vesting<\/u>.<\/p>\n (a) Generally<\/em>. Subject to the terms and conditions of this Award, respective vesting dates. If Participant departs from the Board of Directors (b) Change in Control<\/em>. Notwithstanding the other vesting provisions 3. Conversion of Deferred Stock Units; Issuance of Common Stock<\/u>. Upon 4. Restriction on Transfer<\/u>. Participant may not transfer the Deferred 5. Dividend Equivalents<\/u>. If a cash dividend is declared and paid by 2<\/p>\n paid on the Deferred Stock Units converting on such conversion date shall 6. Adjustments to Deferred Stock Units<\/u>. In the event that any dividend 7. Miscellaneous<\/u>.<\/p>\n (a) No Other Rights. <\/em>This Award does not confer on Participant any (b) Unfunded Award<\/em>. Neither the Plan nor this Award shall create or 3<\/p>\n the Company or any Affiliate and Participant or any other Person. To the (c) Compliance with Securities Laws<\/em>. The Company shall not be (d) Document Conflict<\/em>. An original record of this Award and all the (e) Severability<\/em>. If a court or arbitrator decides that any (f) Entire Agreement; Modification.<\/em> This Award document and the Plan (g) Governing Law. <\/em>The validity, construction and effect of this (h) Code Section 409A<\/em>.<\/p>\n (i) It is intended that any amounts payable under the Award shall either be 4<\/p>\n be construed and interpreted to avoid the imputation of any such additional (ii) Notwithstanding any provision of this Award certificate to the contrary, 5<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9178],"corporate_contracts_industries":[9440],"corporate_contracts_types":[9539,9546],"class_list":["post-40026","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-unitedhealth-group-inc","corporate_contracts_industries-health__plans","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40026","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40026"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40026"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40026"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40026"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}\n\n
\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n \n <\/td>\n <\/td>\n <\/td>\n \n <\/td>\n <\/td>\n <\/td>\n \n \n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\nthe Award Date specified above granted to<\/p>\n
\nstock units (the “Deferred Stock Units”) indicated above in the box labeled
\n“Number of Units,” each Deferred Stock Unit representing the right to receive
\none share of UnitedHealth Group Incorporated Common Stock, $.01 par value per
\nshare (the “Common Stock”), subject to certain restrictions and on the terms and
\nconditions contained in this Award and the UnitedHealth Group Incorporated 2011
\nStock Incentive Plan, as amended (the “Plan”). A copy of the Plan is available
\nupon request. In the event of any conflict between the terms of the Plan and
\nthis Award, the terms of the Plan shall govern. Any terms not defined herein
\nshall have the meaning set forth in the Plan.<\/p>\n
\nUnits<\/u>. The Deferred Stock Units granted pursuant to this Award do not and
\nshall not entitle Participant to any rights of a shareholder of Common Stock.
\nThe rights of Participant with respect to the Deferred Stock Units shall remain
\nforfeitable at all times prior to the date on which such rights vest and the
\nrestrictions with respect to the Deferred Stock Units lapse, in accordance with
\nSection 2. No shares of Common Stock shall be issued to Participant in
\nsettlement of vested Deferred Stock Units prior to the time specified in Section
\n3.<\/p>\n
\n25% of the Deferred Stock Units shall vest, and the restrictions with respect to
\nthe Deferred Stock Units shall lapse, on each of the first, second, third and
\nfourth anniversaries of the Award Date if Participant continues to serve on the
\nBoard of Directors of the Company until the<\/p>\n
\n
\nfor any reason (with such departure being considered a “separation from service”
\nas set forth in Treasury Regulation Section 1.409A-1(h)), then all Deferred
\nStock Units that are not vested as of the date of such departure (“Departure
\nDate”) shall immediately terminate.<\/p>\n
\ncontained in Section 2, but subject to the other terms and conditions set forth
\nherein, upon the effective date of a Change in Control, all unvested Deferred
\nStock Units shall immediately vest, and the restrictions with respect to all
\nunvested Deferred Stock Units shall lapse. For purposes of this Award, a “Change
\nin Control” shall mean the occurrence of one or more of the change in control
\nevents set forth in Treasury Regulation Section 1.409A-3(i)(5);
\nprovided<\/u>, however<\/u>, that the threshold percentage for purposes of
\ndetermining whether a change in the ownership of a substantial portion of the
\nCompany153s assets has occurred under Treasury Regulation Section
\n1.409A-3(i)(5)(vii) shall be 80%.<\/p>\n
\nParticipant153s Departure Date, the Company shall promptly cause to be issued
\nshares of Common Stock in Participant153s name (or in the name of Participant153s
\nlegal representatives, beneficiaries or heirs, as the case may be), in payment
\nof vested whole Deferred Stock Units. The value of any fractional vested
\nDeferred Stock Unit shall be paid in a single lump sum cash payment at the time
\nshares of Common Stock are delivered to Participant in payment of the Deferred
\nStock Units. In no event shall settlement occur later than ninety (90) days
\nfollowing Participant153s Departure Date, unless such payment is deferred in
\naccordance with the terms and conditions of the Company153s non-qualified deferred
\ncompensation plans and in compliance with Section 409A of the Internal Revenue
\nCode of 1986 and its accompanying regulations (“Code Section 409A”).<\/p>\n
\nStock Units except by will or by the laws of descent and distribution or
\npursuant to a domestic relations order as described in the Internal Revenue Code
\nor Title I of the Employee Retirement Income Security Act (or the rules
\npromulgated thereunder). Any attempt to otherwise transfer the Deferred Stock
\nUnits shall be void. Participant may specify to whom the Company shall deliver
\nany such shares of Common Stock which are otherwise payable to Participant in
\nsettlement of such Deferred Stock Units, subject to the requirements of any
\napplicable law.<\/p>\n
\nthe Company with respect to the Common Stock, the Participant shall be credited
\nas of the applicable dividend payment date with an additional number of Deferred
\nStock Units (the “Dividend Units”) equal to (A) the total cash dividend the
\nParticipant would have received had the Participant153s Deferred Stock Units (and
\nany previously credited Dividend Units with respect thereto) been actual shares
\nof Common Stock, divided by (B) the Fair Market Value of a share of Common Stock
\nas of the applicable dividend payment date, rounded up to the nearest whole
\nnumber if the calculation results in a fraction. As of the conversion date
\npursuant to Section 3, the number of Dividend Units<\/p>\n
\n
\nconvert into the form of shares of Common Stock. To the extent a Participant153s
\nrights to any unvested Deferred Stock Units are forfeited, the Dividend Units
\npaid on such forfeited Deferred Stock Units shall also be forfeited. The terms
\nof this Award certificate shall apply to all Dividend Units paid on the Deferred
\nStock Units.<\/p>\n
\nor other distribution (whether in the form of cash, shares of Common Stock,
\nother securities or other property), recapitalization, stock split, reverse
\nstock split, reorganization, merger, consolidation, split-up, spin-off,
\ncombination, repurchase or exchange of Common Stock or other securities of the
\nCompany or other similar corporate transaction or event affecting the Common
\nStock would be reasonably likely to result in the diminution or enlargement of
\nany of the benefits or potential benefits intended to be made available under
\nthe Award (including, without limitation, the benefits or potential benefits of
\nprovisions relating to the vesting of the Deferred Stock Units), the Committee
\nshall, in such manner as it shall deem equitable or appropriate in order to
\nprevent such diminution or enlargement of any such benefits or potential
\nbenefits, make adjustments to the Award, including adjustments in the number and
\ntype of shares of Common Stock Participant would have received upon vesting of
\nthe Deferred Stock Units; provided<\/u>, however<\/u>, that the number of
\nshares into which the Deferred Stock Units may be converted shall be rounded up
\nto the nearest whole number. Without limiting the foregoing, if any capital
\nreorganization or reclassification of the capital stock of the Company, or
\nconsolidation or merger of the Company with another entity, or the sale of all
\nor substantially all of the Company153s assets to another entity, shall be
\neffected in such a way that holders of the Company153s Common Stock shall be
\nentitled to receive stock, securities, cash or other assets with respect to or
\nin exchange for such shares, Participant shall have the right to receive upon
\nthe terms and conditions specified in this certificate and in lieu of the shares
\nof Common Stock of the Company immediately theretofore receivable upon the
\nsettlement of the Deferred Stock Units, with appropriate adjustments to prevent
\ndiminution or enlargement of benefits or potential benefits intended to be made
\navailable under the Award, such shares of stock, other securities, cash or other
\nassets as would have been issued or delivered to Participant if Participant had
\nreceived such shares of Common Stock prior to such reorganization,
\nreclassification, consolidation, merger or sale. The Company shall not effect
\nany such reorganization, consolidation, merger or sale unless prior to the
\nconsummation thereof the successor entity (if other than the Company) resulting
\nfrom such reorganization, consolidation or merger or the entity purchasing such
\nassets shall assume by written instrument the obligation to deliver to
\nParticipant such shares of stock, securities, cash or other assets as, in
\naccordance with the foregoing provisions, Participant may be entitled to
\nreceive.<\/p>\n
\nright with respect to the continuance of any relationship with the Company or
\nits Affiliates.<\/p>\n
\nbe construed to create a trust or separate fund of any kind or a fiduciary
\nrelationship between<\/p>\n
\n
\nextent that any Person acquires a right to receive payments from the Company or
\nany Affiliate pursuant to an Award, such right shall be no greater than the
\nright of any unsecured creditor of the Company or any Affiliate.<\/p>\n
\nrequired to deliver any shares of Common Stock underlying any Deferred Stock
\nUnits until the requirements of any federal or state securities laws, rules or
\nregulations or other laws or rules (including the rules of any securities
\nexchange) as may be determined by the Company to be applicable have been and
\ncontinue to be satisfied (including an effective registration of the shares
\nunder federal and state securities laws). The Company will use its best efforts
\nto complete all actions necessary for such compliance so that settlement can
\noccur within the period specified in Section 3; provided that if such compliance
\ncauses settlement within such period to be administratively impractical within
\nthe meaning of Treasury Regulation Section 1.409A-1(b)(4)(ii), settlement shall
\noccur as soon as administratively practical. To the extent an Award is subject
\nto Code Section 409A, settlement shall occur at the earliest date at which the
\nCompany anticipates that such settlement will not cause a violation of
\napplicable law.<\/p>\n
\nterms hereof is held on file by the Company. To the extent there is any conflict
\nbetween the terms contained in this Award and the terms contained in the
\noriginal held by the Company, the terms of the original held by the Company
\nshall control.<\/p>\n
\nprovision of this Award is invalid or overbroad, Participant agrees that the
\ncourt or arbitrator should narrow such provision so that it is enforceable or,
\nif narrowing is not possible or permissible, such provision should be considered
\nsevered and the other provisions of this Award should be unaffected.<\/p>\n
\nconstitute the entire agreement between the parties with respect to the terms
\nand supersede all prior or written or oral negotiations, commitments,
\nrepresentations and agreements with respect thereto. The terms and conditions
\nset forth in this Award document may only be modified or amended in a writing,
\nsigned by both parties.<\/p>\n
\nAward and any rules and regulations relating to this Award shall be determined
\nin accordance with the laws of the State of Minnesota (without regard to its
\nconflict of law principles).<\/p>\n
\nexempt from or comply with Section 409A of the Code (including the Treasury
\nregulations and other published guidance relating thereto) so as not to subject
\nParticipant to payment of any additional tax, penalty or interest imposed under
\nSection 409A of the Code. The provisions of this Award certificate shall<\/p>\n
\n
\ntax, penalty or interest under Section 409A of the Code yet preserve (to the
\nnearest extent reasonably possible) the intended benefit payable to Participant.\n<\/p>\n
\nif payment of the Deferred Stock Units is triggered by Participant153s separation
\nfrom service (within the meaning of Section 409A of the Code) and, as of the
\ndate of such separation from service, Participant is a “specified employee”
\n(within the meaning of Section 409A of the Code and determined pursuant to
\nprocedures adopted by the Company), Participant shall not be entitled to such
\npayment of the Deferred Stock Units until the earlier of (i) the date which is
\nsix (6) months after Participant153s separation from service for any reason other
\nthan death, or (ii) the date of Participant153s death. Any amounts otherwise
\npayable to Participant upon or in the six (6) month period following
\nParticipant153s separation from service that are not so paid by reason of this
\nSection 7(h)(ii) shall be paid (without interest) as soon as practicable (and in
\nall events within thirty (30) days) after the date that is six (6) months after
\nParticipant153s separation from service (or, if earlier, as soon as practicable,
\nand in all events within thirty (30) days, after the date of Participant153s
\ndeath). The provisions of this Section 7(h)(ii) shall only apply if, and to the
\nextent, required to avoid the imputation of any tax, penalty or interest
\npursuant to Section 409A of the Code.<\/p>\n