{"id":40594,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-appreciation-rights-award-unitedhealth-group-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-appreciation-rights-award-unitedhealth-group-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/stock-appreciation-rights-award-unitedhealth-group-inc.html","title":{"rendered":"Stock Appreciation Rights Award – UnitedHealth Group Inc."},"content":{"rendered":"

STOCK APPRECIATION RIGHTS AWARD <\/strong><\/p>\n

(STOCK SETTLED) <\/strong><\/p>\n

Award Number: <\/strong><\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Award Date<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

Number of Shares<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

Grant Price<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

Expiration Date<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\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

THIS CERTIFIES THAT UnitedHealth Group Incorporated (the “Company”) has on
\nthe award date specified above (the “Award Date”) granted to<\/p>\n

\u00abName \u00bb <\/strong><\/p>\n

(“Participant”) stock appreciation rights (the “Stock Appreciation Rights”)
\nwith respect to the number of shares of UnitedHealth Group Incorporated Common
\nStock, $.01 par value per share (the “Common Stock”), indicated above in the box
\nlabeled “Number of Shares” (the “Shares”). The initial value of each Share is
\nindicated above in the box labeled “Grant Price.” This Award represents the
\nright to receive, on exercise of this Award, shares of Common Stock (the “Issued
\nShares”) with respect to the Shares as to which the Award has vested (the
\n“Vested Shares”) and is being exercised.<\/p>\n

The Participant acknowledges and agrees that the Company may deliver, by
\nelectronic mail, the use of the Internet, including through the website of the
\nagent appointed by the Committee to administer the UnitedHealth Group
\nIncorporated 2011 Stock Incentive Plan (the “Plan”), the Company intranet web
\npages or otherwise, any information concerning the Company, this Award, the
\nPlan, pursuant to which the Company granted this Award, and any information
\nrequired by the Securities Act of 1933, as amended, and the rules and
\nregulations promulgated thereunder.<\/p>\n

This Award is subject to the terms and conditions set forth below and in the
\nPlan. A copy of the Plan is available upon request. In the event of any conflict
\nbetween the terms of the Plan and this Award, the terms of the Plan shall
\ngovern. Any terms not defined herein shall have the meaning set forth in the
\nPlan.<\/p>\n

* * * * *<\/p>\n

1. Rights of the Participant with Respect to the Stock Appreciation
\nRights<\/u>.<\/p>\n

(a) No Shareholder Rights<\/u>. The Stock Appreciation Rights granted
\npursuant to this Award do not and shall not entitle Participant to any rights of
\na shareholder of Common Stock<\/p>\n

\n

prior to the exercise of the Stock Appreciation Rights and the receipt of the
\nIssued Shares in accordance with this Award. The rights of Participant with
\nrespect to this Award shall remain forfeitable at all times prior to the date on
\nwhich such rights become vested in accordance with Section 2, 3 or 4 hereof.\n<\/p>\n

(b) Exercise of Stock Appreciation Rights; Issuance of Common Stock<\/u>.
\nNo shares of Common Stock shall be issued to Participant prior to the date on
\nwhich the Stock Appreciation Rights are vested in accordance with Sections 2, 3,
\nor 4, and exercised in accordance with Section 5. Upon exercise of the Stock
\nAppreciation Rights, Participant shall be entitled to receive a number of Issued
\nShares for each Vested Share with respect to which the Stock Appreciation Rights
\nare exercised equal to (i) the excess of the Fair Market Value of one Share on
\nthe date of exercise over the Grant Price, divided by (ii) the Fair Market Value
\nof one Share on the date of exercise. The Issued Shares shall be issued in to
\nParticipant or in the name of Participant153s legal representatives, beneficiaries
\nor heirs, as the case may be. For purposes of this Award, “Fair Market Value”
\nmeans the closing price of the Shares as reported on the New York Stock Exchange
\non the last day on which the New York Stock Exchange was open for trading
\nimmediately prior to day on which the Stock Appreciation Rights are exercised.\n<\/p>\n

2. Vesting<\/u>. Subject to the terms and conditions of this Award, the
\nStock Appreciation Rights shall vest and may be exercised by Participant with
\nrespect to % of the Shares on each of the anniversaries of the Award Date if
\nParticipant remains continuously employed by the Company or any Affiliate until
\nthe respective vesting dates.<\/p>\n

3. Certain Terminations on or After Change in Control<\/u>. Notwithstanding
\nthe other vesting provisions contained in Section 2 or in Section 4, but subject
\nto the other terms and conditions set forth herein, the Stock Appreciation
\nRights shall immediately become fully vested and exercisable if, on or within
\ntwo years after the effective date of a Change in Control, Participant ceases to
\nbe an employee of the Company or any Affiliate as a result of a termination of
\nemployment (i) by the Participant for Good Reason, (ii) by the Company or any
\nAffiliate without Cause, (iii) at a time when Participant is eligible for
\nRetirement (as defined below), (iv) due to Participant153s failure to return to
\nwork as the result of a long-term disability which renders Participant incapable
\nof performing his or her duties as determined under the provisions of the
\nCompany153s long-term disability insurance program applicable to Participant
\n(“Disability”), or (v) in the circumstances described in Section 4(c). For
\npurposes of this Award:<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

“Change in Control” shall mean the sale of all or substantially all of the
\nCompany153s assets or any merger, reorganization, or exchange or tender offer
\nwhich, in each case, will result in a change in the power to elect 50% or more
\nof the members of the Board of Directors of the Company; provided, however, that
\nsuch a sale, merger or other event must also constitute either (i) a “change in
\nthe ownership” of the Company within the meaning of Treasury Regulation
\n1.409A-3(i)(5)(v), (ii) a “change in the effective control” of the Company
\nwithin the meaning of Treasury Regulation 1.409A-3(i)(5)(vi)(A)(1) (replacing
\n“30 percent” with “50 percent” as used in such regulation), or (iii) a change
\n“in the ownership of a substantial portion of the assets” of the Company within
\nthe meaning of Treasury Regulation 1.409A-3(i)(5)(vii).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2<\/p>\n

\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

“Cause” shall mean Participant153s (a) material failure to follow the Company153s
\nreasonable direction or to perform any duties reasonably required on material
\nmatters, (b) material violation of, or failure to act upon or report known or
\nsuspected violations of, the Company153s Code of Conduct, as may be amended from
\ntime to time, (c) conviction of any felony, (d) commission of any criminal,
\nfraudulent, or dishonest act in connection with Participant153s employment, or (e)
\nmaterial breach of any employment agreement between the Participant and the
\nCompany or any Affiliate, if any. The Company will, within 90 days of discovery
\nof the conduct, give Participant written notice specifying the conduct
\nconstituting Cause in reasonable detail and Participant will have 60 days to
\nremedy such conduct, if such conduct is reasonably capable of being remedied. In
\nany instance where the Company may have grounds for Cause, failure by the
\nCompany to provide written notice of the grounds for Cause within 90 days of
\ndiscovery shall be a waiver of its right to assert the subject conduct as a
\nbasis for termination for Cause.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

“Good Reason” shall mean the occurrence of any of the following without
\nParticipant153s written consent, in each case, when compared to the arrangements
\nin effect immediately prior to the Change in Control:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

any reduction in Participant153s base salary or a material reduction in
\nParticipant153s total compensation;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

a reduction in Participant153s annual or long-term incentive opportunities;\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

\n

a diminution in Participant153s duties, responsibilities or authority;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

\n

a significant diminution in the budget over which the Participant retains
\nauthority;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(v)<\/p>\n<\/td>\n

\n

a change in Participant153s reporting relationship; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(vi)<\/p>\n<\/td>\n

\n

a relocation of more than 25 miles from Participant153s primary office
\nlocation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Participant will, within 90 days of discovery of such circumstances, give the
\nCompany written notice specifying the circumstances constituting Good Reason in
\nreasonable detail; provided however that this notice period shall be shortened
\nor waived to the extent necessary if compliance with the notice period would
\ncause the termination for Good Reason to occur following the second anniversary
\nof the effective date of the Change in Control. Except as contemplated by the
\npreceding sentence, in any instance where Participant may have grounds for Good
\nReason, failure by Participant to provide written notice of the grounds for Good
\nReason within 90 days of discovery shall be a waiver of Participant153s right to
\nassert the subject circumstance as a basis for termination for Good Reason.<\/p>\n

4. Forfeiture or Early Vesting Upon Termination of Employment<\/u>.<\/p>\n

(a) Termination of Employment Generally<\/u>. Except as expressly provided
\nin Section 3 or this Section 4, if Participant ceases to be an employee of the
\nCompany or any Affiliate for any reason (voluntary or involuntary), then
\nParticipant may at any time within the Exercise Period (as defined below)
\nexercise the Stock Appreciation Rights with respect to the Vested Shares on the
\ndate of the termination. Participant153s Stock Appreciation Rights with respect to
\nany unvested Shares shall be immediately and irrevocably forfeited on the date
\nof termination.<\/p>\n

3<\/p>\n

\n

(b) Death or Long-Term Disability<\/u>. If Participant dies while employed
\nby the Company or any Affiliate, or if Participant153s employment by the Company
\nor any Affiliate is terminated due to Participant153s Disability, then: (i) the
\nStock Appreciation Rights with respect to any unvested Shares shall immediately
\nvest and be exercisable, and (ii) Participant (or Participant153s personal
\nrepresentatives, administrators or guardians, as applicable, or any person or
\npersons to whom the Stock Appreciation Rights are transferred by will or the
\napplicable laws of descent and distribution) may, subject to Section 8, at any
\ntime within the shorter of (1) the Expiration Date of the Award or (2) a period
\nof five years after the Participant153s death or Disability, or for such other
\nlonger period established at the discretion of the Committee, exercise the Stock
\nAppreciation Rights to the extent of the full number of Vested Shares.<\/p>\n

(c) Severance<\/u>. Subject to Section 3, if Participant153s employment with
\nthe Company or any Affiliate terminates at a time when Participant is not
\neligible for Retirement (as defined below) and, in the circumstances,
\nParticipant is entitled to severance or separation pay, the following provisions
\nwill apply. If Participant is entitled to severance under the Company153s
\nseverance pay plan as in effect on the date hereof and the Participant is not
\neligible for Retirement (as defined below) at the time of termination of
\nemployment, then the Stock Appreciation Rights shall continue to vest and become
\nexercisable for the period of such severance that Participant is eligible to
\nreceive. If Participant is entitled to severance under an employment agreement
\nentered into with the Company, then the Stock Appreciation Rights shall continue
\nto vest and become exercisable for the period of such severance that Participant
\nwould be entitled to receive under the agreement as of the date hereof. If
\nParticipant is entitled to separation pay other than under the Company153s
\nseverance pay plan or an employment agreement, then the Stock Appreciation
\nRights shall continue to vest and become exercisable for the lesser of the
\nperiod (i) Participant would have received payments under the severance pay plan
\nas in effect on the date hereof, had Participant been eligible for such payments
\nor (ii) of separation pay. In either case, should Participant be paid in a lump
\nsum versus bi-weekly payments, the Stock Appreciation Rights shall continue to
\nvest and become exercisable for the period of time in which severance or
\nseparation pay would have been paid had it been paid bi-weekly. Any Stock
\nAppreciation Rights that vest after Participant153s termination of employment
\npursuant to this Section 4(c) may be exercised during the Exercise Period (as
\ndefined below). For avoidance of doubt, any Stock Appreciation Rights that are
\nunvested on the date of termination of Participant153s employment and do not vest
\nunder the schedule set forth in Section 2 during the applicable severance or
\nseparation pay period identified above in this Section 4(c) shall be forfeited.\n<\/p>\n

(d) Retirement<\/u>. If the Participant153s employment by the Company or any
\nAffiliate is terminated and at the time of termination the Participant is
\neligible for Retirement, then (i) the Stock Appreciation Rights shall continue
\nto vest and become exercisable as if such termination of employment had not
\noccurred and (ii) the Participant may, at any time within the shorter of (1) the
\nExpiration Date of the Award or (2) a period of five years after such
\ntermination of employment by reason of the Participant153s Retirement or for such
\nother longer period established at the discretion of the Committee, exercise the
\nStock Appreciation Rights to the extent of the full number of Vested Shares
\nwhich are then exercisable.<\/p>\n

(e) For purposes of this Award, “Exercise Period” means the greater of (i) a
\nperiod of three months after the date of termination of Participant153s
\nemployment, (ii) if Participant is<\/p>\n

4<\/p>\n

\n

entitled to severance or separation pay, a period of three months after
\nvesting ceases as provided in Section 4(c), or (iii) such other longer period
\nestablished at the discretion of the Committee. Notwithstanding any other
\nprovision of this Agreement, the Stock Appreciation Rights shall in no event be
\nexercisable to any extent or by any Person after the Expiration Date.<\/p>\n

(f) For purposes of this Award, “Retirement” means the termination of
\nemployment of a Participant who is age 55 or older with at least ten years of
\nRecognized Employment with the Company or any Affiliate other than by reason of
\n(i) death or Disability or (ii) Cause.<\/p>\n

(g) For purposes of this Award, “Recognized Employment” shall include only
\nemployment since the Participant153s most recent date of hire by the Company or
\nany Affiliate, and shall [not] include employment with a company acquired by
\nUnitedHealth Group or any Affiliate before the date of such acquisition.<\/p>\n

5. Method of Exercise<\/u>. The Stock Appreciation Rights may be exercised
\nwith respect to Vested Shares by delivery to the Company of a notice (in a form
\nand manner acceptable to the Company) which shall state that Participant elects
\nto exercise the Stock Appreciation Rights as to the number of Vested Shares
\nspecified in the notice as of the date specified in the notice.<\/p>\n

6. Restriction on Transfer<\/u>. During Participant153s lifetime, the Stock
\nAppreciation Rights shall be exercisable only by Participant. Participant may
\nnot transfer the Stock Appreciation Rights except by will or by the laws of
\ndescent and distribution, or pursuant to a domestic relations order as described
\nin the Code or Title I of the Employee Retirement Income Security Act (or the
\nrules promulgated thereunder). Any attempt to otherwise transfer the Stock
\nAppreciation Rights shall be void.<\/p>\n

7. Special Restriction on Transfer for Certain Participants<\/u>. If
\nParticipant is an officer of the Company within the meaning of Section 16 of the
\nSecurities Exchange Act of 1934 and Rule 16a-1 issued thereunder, as such status
\nis reasonably determined from time to time by the Board of Directors of the
\nCompany (a “Section 16 Officer”), at any time that the Stock Appreciation Rights
\nare exercised in whole or in part and the Company has theretofore communicated
\nParticipant153s status as a Section 16 Officer to Participant, the following
\nspecial transfer restrictions apply to any shares of Common Stock acquired upon
\nthe exercise of the Stock Appreciation Rights. One-third (1\/3) of the net number
\nof any shares of Common Stock acquired upon the exercise of the Stock
\nAppreciation Rights at a time when Participant is a Section 16 Officer
\n(including any shares of Common Stock or other securities subject to the Stock
\nAppreciation Rights following any adjustment made pursuant to this Award or
\nSection 7 of the Plan) must be retained, and may not be sold or otherwise
\ntransferred, for a period of at least one year following the date the Stock
\nAppreciation Rights are exercised. For purposes of this Award, the “net number
\nof any shares of Common Stock acquired” shall mean the number of Issued Shares
\nreceived with respect to a particular exercise pursuant to Section 1(b) after
\nreduction for any shares of Common Stock withheld by or tendered to the Company,
\nor sold on the market, to cover any federal, state, local or other payroll,
\nwithholding, income or other applicable tax withholding required in connection
\nwith the exercise of the Stock Appreciation Rights. The restrictions of this
\nSection 7 are in addition to, and not in lieu of, the restrictions imposed under
\nother Company policies and applicable laws.<\/p>\n

5<\/p>\n

\n

8. Termination<\/u>. The Stock Appreciation Rights granted pursuant to this
\nAward shall terminate on the earlier to occur of (a) the date indicated above in
\nthe box labeled “Expiration Date” or (b) as provided in Section 4 above.<\/p>\n

9. Forfeiture of Stock Appreciation Rights and Shares<\/u>. This section
\nsets forth circumstances under which Participant shall forfeit all or a portion
\nof the Stock Appreciation Rights, or be required to repay the Company for the
\nvalue realized in respect of all or a portion of the Stock Appreciation Rights.\n<\/p>\n

(a) Violation of Restrictive Covenants<\/u>. If Participant violates any
\nprovision of the Restrictive Covenants in Section 10, then any (i) unvested
\nStock Appreciation Rights and (ii) Stock Appreciation Rights that vested within
\none year prior to Participant153s termination of employment with the Company or
\nany Affiliate or at any time after such termination of employment and that have
\nnot been exercised shall be immediately cancelled and rendered null and void
\nwithout any payment therefor (the “Forfeited SARs”). If any such Forfeited SARs
\nhave been exercised prior to Participant153s violation of the Restrictive
\nCovenants, Participant shall be required to repay or otherwise reimburse the
\nCompany, upon demand, an amount in cash or Common Stock having a value equal to
\nthe amount described in this Section 9(a) below.<\/p>\n

To the extent that such Shares have been sold, the amount shall be the
\naggregate proceeds received from such sale of Shares. To the extent that such
\nShares have not been sold at the time Company demand is made, the amount shall
\nbe the aggregate Fair Market Value of such Shares on the date the Forfeited SARs
\nwere exercised.<\/p>\n

(b) Fraud<\/u>. If the Board determines that Participant has engaged in
\nfraud that, in whole or in part, caused the need for a material restatement of
\nthe Company153s consolidated financial statements, then any vested and unvested
\nStock Appreciation Rights then held by the Participant shall be immediately
\ncancelled and rendered null and void without any payment therefor. In addition,
\nfor any Stock Appreciation Rights that were exercised during the 12-month period
\nfollowing the first public issuance or filing with the Securities Exchange
\nCommission (whichever occurs first) of the incorrect financial statements (the
\n“Covered SARs”), the Participant shall be required to repay or otherwise
\nreimburse the Company, upon demand, an amount in cash or Common Stock having a
\nvalue equal to the amount described in this Section 9(b) below.<\/p>\n

To the extent that such Shares have been sold, the amount shall be the
\naggregate proceeds received from such sale of Shares. To the extent that such
\nShares have not been sold at the time Company demand is made, the amount shall
\nbe the aggregate Fair Market Value of such Shares on the date the Covered SARs
\nwere exercised.<\/p>\n

(c) In General<\/u>. This section does not constitute the Company153s
\nexclusive remedy for Participant153s violation of the Restrictive Covenants or
\ncommission of fraudulent conduct. As the forfeiture and repayment provisions are
\nnot adequate remedies at law, Company may seek any additional legal or equitable
\nremedy, including injunctive relief, for any such violations. The provisions in
\nthis section are essential economic conditions to the Company153s grant of Stock
\nAppreciation Rights to Participant. By receiving the grant of Stock Appreciation
\nRights hereunder, Participant agrees that the Company may deduct from any
\namounts it owes<\/p>\n

6<\/p>\n

\n

Participant from time to time (such as wages or other compensation, deferred
\ncompensation credits, vacation pay, any severance or other payments owed
\nfollowing a termination of employment, as well as any other amounts owed to the
\nParticipant by the Company) to the extent of any amounts Participant owes the
\nCompany under this section. The provisions of this section and any amounts
\nrepayable by Participant hereunder are intended to be in addition to any rights
\nto repayment the Company may have under Section 304 of the Sarbanes-Oxley Act of
\n2002 and other applicable law.<\/p>\n

10. Restrictive Covenants<\/u>. In consideration of the terms of this Award
\nand the Company153s sharing of Confidential Information with the Participant,
\nParticipant agrees to the Restrictive Covenants set forth below. For purposes of
\nthe Restrictive Covenants, the “Company” means UnitedHealth Group and all of its
\nsubsidiaries and other affiliates.<\/p>\n

(a) Confidential Information<\/u>. Participant has or will be given access
\nto and provided with sensitive, confidential, proprietary and\/or trade secret
\ninformation (collectively, “Confidential Information”) in the course of
\nParticipant153s employment. Examples of Confidential Information include
\ninventions, new product or marketing plans, business strategies and plans,
\nmerger and acquisition targets, financial and pricing information, computer
\nprograms, source codes, models and data bases, analytical models, customer lists
\nand information, and supplier and vendor lists and other information which is
\nnot generally available to the public. Participant agrees not to disclose or use
\nConfidential Information, either during or after Participant153s employment with
\nthe Company, except as necessary to perform Participant153s duties or as the
\nCompany may consent in writing.<\/p>\n

(b) Non-Solicitation<\/u>. During Participant153s employment and for the
\ngreater of two years after the termination of Participant153s employment for any
\nreason whatsoever or the period of time during which the Stock Appreciation
\nRights remain exercisable, Participant may not, without the Company153s prior
\nwritten consent, directly or indirectly, for Participant or for any other person
\nor entity, as agent, employee, officer, director, consultant, owner, principal,
\npartner or shareholder, or in any other individual or representative capacity:\n<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

Solicit or conduct business with any business competitive with the Company
\nfrom any person or entity: (A) who was a Company provider or customer within the
\n12 months before Participant153s employment termination and with whom Participant
\nhad contact regarding the Company153s activity, products or services, or for whom
\nParticipant provided services or supervised employees who provided those
\nservices, or about whom the Participant learned Confidential Information during
\nemployment related to the Company153s provision of products or services to such
\nCompany provider or customer, or (B) was a prospective provider or customer the
\nCompany solicited within the 12 months before Participant153s employment
\ntermination and with whom Participant had contact for the purposes of soliciting
\nthe person or entity to become a provider or customer of the Company, or
\nsupervised employees who had those contacts, or about whom the Participant
\nlearned Confidential Information during employment related to the Company153s
\nprovision of products or services to prospective Company provider or customer;\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

7<\/p>\n

\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

Raid, hire, employ, recruit or solicit any Company employee or consultant who
\npossesses Confidential Information of the Company to leave the Company;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

\n

Induce or influence any Company employee, consultant, or provider who
\npossesses Confidential Information of the Company to terminate his, her or its
\nemployment or other relationship with the Company; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

\n

Assist anyone in any of the activities listed above.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(c) Non-Competition<\/u>. During Participant153s employment and for the
\ngreater of one year after the termination of Participant153s employment for any
\nreason whatsoever or the period of time during which the Stock Appreciation
\nRights remain exercisable, Participant may not, without the Company153s prior
\nwritten consent, directly or indirectly, for Participant or for any other person
\nor entity, as agent, employee, officer, director, consultant, owner, principal,
\npartner or shareholder, or in any other individual or representative capacity:\n<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

Engage in or participate in any activity that competes, directly or
\nindirectly, with any Company activity, product or service that Participant
\nengaged in, participated in, or had Confidential Information about during
\nParticipant153s last 36 months of employment with the Company; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

Assist anyone in any of the activities listed above.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Notwithstanding the foregoing, this Section 10(c) will apply to the extent
\npermissible under the ABA Model Rules of Professional Conduct153s provisions
\nregarding restrictions on the right to practice law or any applicable state
\ncounterpart.<\/p>\n

(d) Because the Company153s business competes on a nationwide basis, the
\nParticipant153s obligations under this “Restrictive Covenants” section shall apply
\non a nationwide basis anywhere in the United States.<\/p>\n

(e) To the extent Participant and the Company agree at any time to enter into
\nseparate agreements containing restrictive covenants with different or
\ninconsistent terms than those contained herein, Participant and the Company
\nacknowledge and agree that such different or inconsistent terms shall not in any
\nway affect or have relevance to the Restrictive Covenants contained herein.<\/p>\n

By accepting this Stock Appreciation Right, Participant agrees that the
\nprovisions of this Restrictive Covenants section are reasonable and necessary to
\nprotect the legitimate interests of the Company.<\/p>\n

11. Adjustments to Stock Appreciation Rights<\/u>. In the event that any
\ndividend or other distribution (whether in the form of cash, shares of Common
\nStock, other securities or other property), recapitalization, stock split,
\nreverse stock 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<\/p>\n

8<\/p>\n

\n

be reasonably likely to result in the diminution or enlargement of any of the
\nbenefits or potential benefits intended to be made available under the Award
\n(including, without limitation, the benefits or potential benefits of provisions
\nrelating to the term, vesting or exercisability of the Stock Appreciation
\nRights), the Committee shall, in such manner as it shall deem equitable or
\nappropriate in order to prevent such diminution or enlargement of any such
\nbenefits or potential benefits, make adjustments to the Award, including
\nadjustments in the number and type of Shares subject to the Stock Appreciation
\nRights.<\/p>\n

12. Tax Matters<\/u>.<\/p>\n

(a) In order to comply with all applicable federal, state and local tax laws
\nor regulations, the Company may take such action as it deems appropriate to
\nensure that all applicable federal, state and local payroll, withholding, income
\nor other taxes, which are the sole and absolute responsibility of Participant,
\nare withheld or collected from Participant.<\/p>\n

(b) Upon each exercise of Stock Appreciation Rights hereunder, Participant
\nwill be deemed to have elected to satisfy Participant153s minimum required
\nfederal, state, and local payroll, withholding, income or other tax withholding
\nobligations arising from the exercise of Stock Appreciation Rights or the
\nreceipt of Issued Shares by having the Company withhold a portion of the Issued
\nShares otherwise to be delivered having a Fair Market Value equal to the amount
\nof such taxes (but only to the extent of the minimum amount required to be
\nwithheld under applicable laws or regulations), unless, on or before the date of
\nexercise, Participant notifies the Company that Participant has elected, and
\nmakes appropriate arrangements acceptable to the Company, to deliver cash, check
\n(bank check, certified check or personal check) or money order payable to the
\nCompany.<\/p>\n

13. Miscellaneous<\/u>.<\/p>\n

(a) This Award does not confer on Participant any right to continued
\nemployment or any other relationship with the Company or any Affiliate, nor will
\nit interfere in any way with the right of the Company to terminate Participant
\nat any time. Participant153s employment with the Company is at will.<\/p>\n

(b) Neither the Plan nor this Award shall create or be construed to create a
\ntrust or separate fund of any kind or a fiduciary relationship between the
\nCompany or any Affiliate and Participant or any other Person. To the extent that
\nany Person acquires a right to receive payments from the Company or any
\nAffiliate pursuant to an Award, such right shall be no greater than the right of
\nany unsecured creditor of the Company or any Affiliate.<\/p>\n

(c) The Company shall not be required to issue or deliver any shares of
\nCommon Stock upon exercise of any Stock Appreciation Rights until the
\nrequirements of any federal or state securities laws, rules or regulations or
\nother laws or rules (including the rules of any securities exchange) as may be
\ndetermined by the Company to be applicable have been and continue to be
\nsatisfied (including an effective registration of the shares under federal and
\nstate security laws).<\/p>\n

(d) An original record of this Award and all the terms hereof, executed by
\nthe Company, 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

9<\/p>\n

\n

(e) If a court or arbitrator decides that any provision of this Award is
\ninvalid or overbroad, Participant agrees that the court or arbitrator should
\nnarrow such provision so that it is enforceable or, if narrowing is not possible
\nor permissible, such provision should be considered severed and the other
\nprovisions of this Award should be unaffected.<\/p>\n

(f) Participant agrees that (i) legal remedies (money damages) for any breach
\nof the Restrictive Covenants in Section 10 will be inadequate, (ii) the Company
\nwill suffer immediate and irreparable harm from any such breach, and (iii) the
\nCompany will be entitled to injunctive relief from a court in addition to any
\nlegal remedies the Company may seek in arbitration.<\/p>\n

(g) The Restrictive Covenants and the provisions regarding forfeiture of the
\nStock Appreciation Rights and Shares in this Award shall survive termination of
\nthe Stock Appreciation Rights.<\/p>\n

(h) The validity, construction and effect of this Award and any rules and
\nregulations relating to this Award shall be determined in accordance with the
\nlaws of the State of Minnesota (without regard to its conflict of law
\nprinciples).<\/p>\n

(i) It is intended that this Award and any amounts payable under this Award
\nshall either be exempt from or comply with Code Section 409A (including the
\nTreasury regulations and other published guidance relating thereto) so as not to
\nsubject Participant to payment of any additional tax, penalty or interest
\nimposed under Code Section 409A. The provisions of this Award certificate shall
\nbe construed and interpreted to avoid the imputation of any such additional tax,
\npenalty or interest under Code Section 409A yet preserve (to the nearest extent
\nreasonably possible) the intended benefit payable to Participant.<\/p>\n

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