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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/10/11 Unitedhealth Group Inc 10-K 12/31/10 114:19M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.46M
2: EX-10.12 Form of Agreement for Deferred Stock Unit Award HTML 49K
3: EX-10.13 Form of Agreement for Deferred Stock Unit Award HTML 47K
4: EX-10.33 Amendment to Employment Agreement HTML 83K
6: EX-21.1 Subsidiaries of the Company HTML 164K
7: EX-23.1 Consent of Independent Registered Public HTML 35K
Accounting Firm
8: EX-24.1 Power of Attorney HTML 42K
5: EX-12.1 Computation of Ratio of Earnings to Fixed Charges HTML 49K
9: EX-31.1 Certification Pursuant to Section 302 of the HTML 49K
Sarbanes-Oxley Act of 2002
10: EX-32.1 Certification Pursuant to Section 906 of the HTML 38K
Sarbanes-Oxley Act of 2002
87: XML IDEA XML File -- Definitions and References XML 314K
103: XML IDEA XML File -- Filing Summary XML 384K
98: XML.R1 Document and Entity Information XML 226K
99: XML.R2 Consolidated Balance Sheets XML 396K
53: XML.R3 Consolidated Balance Sheets (Parenthetical) XML 175K
62: XML.R4 Consolidated Statements of Operations XML 342K
85: XML.R5 Consolidated Statements of Changes in XML 754K
Shareholders' Equity
80: XML.R6 Consolidated Statements of Changes in XML 98K
Shareholders' Equity (Parenthetical)
109: XML.R7 Consolidated Statements of Cash Flows XML 564K
28: XML.R8 Description of Business XML 60K
79: XML.R9 Basis of Presentation, Use of Estimates and XML 114K
Significant Accounting Policies
24: XML.R10 Investments XML 262K
23: XML.R11 Fair Value XML 195K
52: XML.R12 Property, Equipment and Capitalized Software XML 75K
92: XML.R13 Goodwill and Other Intangible Assets XML 127K
54: XML.R14 Medical Costs and Medical Costs Payable XML 82K
58: XML.R15 Commercial Paper and Long-Term Debt XML 159K
74: XML.R16 Income Taxes XML 140K
114: XML.R17 Shareholders' Equity XML 73K
45: XML.R18 Share-Based Compensation XML 110K
17: XML.R19 Aarp XML 136K
61: XML.R20 Commitments and Contingencies XML 86K
90: XML.R21 Segment Financial Information XML 218K
35: XML.R22 Quarterly Financial Data XML 89K
86: XML.R23 Schedule I XML 172K
59: XML.R24 Basis of Presentation, Use of Estimates and XML 243K
Significant Accounting Policies (Policy)
108: XML.R25 Fair Value (Policy) XML 65K
94: XML.R26 Commercial Paper and Long-Term Debt (Policy) XML 59K
65: XML.R27 Aarp (Policy) XML 63K
75: XML.R28 Basis of Presentation, Use of Estimates and XML 76K
Significant Accounting Policies (Tables)
22: XML.R29 Investments (Tables) XML 297K
26: XML.R30 Fair Value (Tables) XML 194K
38: XML.R31 Property, Equipment and Capitalized Software XML 73K
(Tables)
48: XML.R32 Goodwill and Other Intangible Assets (Tables) XML 144K
73: XML.R33 Medical Costs and Medical Costs Payable (Tables) XML 79K
93: XML.R34 Commercial Paper and Long-Term Debt (Tables) XML 171K
20: XML.R35 Income Taxes (Tables) XML 155K
29: XML.R36 Shareholders' Equity (Tables) XML 57K
100: XML.R37 Share-Based Compensation (Tables) XML 111K
107: XML.R38 Aarp (Tables) XML 137K
66: XML.R39 Commitments and Contingencies (Tables) XML 64K
111: XML.R40 Segment Financial Information (Tables) XML 213K
30: XML.R41 Quarterly Financial Data (Tables) XML 87K
113: XML.R42 Schedule I (Tables) XML 170K
40: XML.R43 Basis of Presentation, Use of Estimates and XML 230K
Significant Accounting Policies (Narrative)
(Details)
18: XML.R44 Basis of Presentation, Use of Estimates and XML 157K
Significant Accounting Policies (Consolidated
Balance Sheet) (Details)
39: XML.R45 Basis of Presentation, Use of Estimates and XML 146K
Significant Accounting Policies (Useful Lives for
Property, Equipment and Capitalized Software)
(Details)
89: XML.R46 Investments (Narrative) (Details) XML 185K
106: XML.R47 Investments (Short-term and Long-term Investments) XML 881K
(Details)
56: XML.R48 Investments (Fair Value of the Company's XML 840K
Mortgage-backed Securities by Credit Rating and
Non-U.S. Agency Mortgage-backed Securities by
Origination) (Details)
42: XML.R49 Investments (Amortized Cost and Fair Value of XML 176K
Available-for-sale Debt Securities by Contractual
Maturity) (Details)
71: XML.R50 Investments (Amortized Cost and Fair Value of XML 124K
Held-to-maturity Debt Securities by Contractual
Maturity) (Details)
21: XML.R51 Investments (Fair Value of Available-for-sale XML 620K
Investments with Gross Unrealized Losses by
Investment Type and Length of Time that Individual
Securities Have Been in a Continuous Unrealized
Loss Position) (Details)
77: XML.R52 Investments (Mortgage Backed Securities in an XML 306K
Unrealized Loss Position by Credit Rating)
(Details)
43: XML.R53 Investments (Net Realized Gains (Losses), Before XML 143K
Taxes) (Details)
27: XML.R54 Fair Value (Narrative) (Details) XML 91K
105: XML.R55 Fair Value (Financial Assets and Liabilities, XML 1.45M
Excluding AARP, Measured at Fair Value on a
Recurring Basis) (Details)
102: XML.R56 Fair Value (Reconciliation of Assets Measured at XML 339K
Fair Value on a Recurring Basis Using Level 3
Inputs) (Details)
51: XML.R57 Fair Value (Summary of Fair Value and Carrying XML 233K
Value for Certain Financial Instruments for Which
it is Practicable to Estimate Fair Value)
(Details)
34: XML.R58 Property, Equipment and Capitalized Software XML 97K
(Narrative) (Details)
96: XML.R59 Property, Equipment and Capitalized Software XML 155K
(Summary of Property, Equipment and Capitalized
Software) (Details)
25: XML.R60 Goodwill and Other Intangible Assets (Narrative) XML 98K
(Details)
81: XML.R61 Goodwill and Other Intangible Assets (Changes in XML 385K
Carrying Amount of Goodwill by Reporting Segment)
(Details)
78: XML.R62 Goodwill and Other Intangible Assets (Gross XML 239K
Carrying Value, Accumulated Amortization and Net
Carrying Value of Other Intangible Assets)
(Details)
101: XML.R63 Goodwill and Other Intangible Assets (Finite-Lived XML 207K
Intangible Assets Acquired in Business
Combinations) (Details)
97: XML.R64 Goodwill and Other Intangible Assets (Amortization XML 87K
Expense Relating to Intangible Assets) (Details)
110: XML.R65 Medical Costs and Medical Costs Payable XML 58K
(Narrative) (Details)
32: XML.R66 Medical Costs and Medical Costs Payable (The XML 179K
Components of the Change in Medical Costs Payable)
(Details)
50: XML.R67 Commercial Paper and Long-Term Debt (Narrative) XML 820K
(Details)
69: XML.R68 Commercial Paper and Long-Term Debt (Commercial XML 1.27M
Paper and Long-Term Debt) (Details)
60: XML.R69 Commercial Paper and Long-Term Debt (Maturities of XML 110K
long-term debt) (Details)
70: XML.R70 Commercial Paper and Long-Term Debt (Summary of XML 97K
Location and Fair Value of Fair Value Hedges)
(Details)
112: XML.R71 Commercial Paper and Long-Term Debt (Effect of XML 73K
Changes in Fair Value of Fair Value Hedges)
(Details)
33: XML.R72 Income Taxes (Narrative) (Details) XML 168K
41: XML.R73 Income Taxes (Components of the provision for XML 134K
income taxes) (Details)
37: XML.R74 Income Taxes (Reconciliation of the tax provision XML 237K
at the U.S. Federal Statutory Rate) (Details)
67: XML.R75 Income Taxes (Components of deferred income tax XML 236K
assets and liabilities) (Details)
76: XML.R76 Income Taxes (Reconciliation of unrecognized tax XML 128K
benefits) (Details)
64: XML.R77 Shareholders' Equity (Narrative) (Details) XML 282K
57: XML.R78 Shareholders' Equity (Schedule of Company's XML 86K
dividend payments) (Details)
31: XML.R79 Share-Based Compensation (Narrative) (Details) XML 513K
19: XML.R80 Share-Based Compensation (Stock Option and SAR XML 196K
Activity) (Details)
68: XML.R81 Share-Based Compensation (Share-Based Compensation XML 213K
Principal Fair Value Assumptions) (Details)
49: XML.R82 Share-Based Compensation (Restricted Share XML 126K
Activity) (Details)
63: XML.R83 Aarp (Narrative) (Details) XML 130K
88: XML.R84 Aarp (AARP Program-related Assets and Liabilities) XML 271K
(Details)
84: XML.R85 Aarp (AARP Program Financial Assets and XML 1.80M
Liabilities Measured at Fair Value on a Recurring
Basis) (Details)
46: XML.R86 Commitments and Contingencies (Narrative) XML 230K
91: XML.R87 Commitments and Contingencies (Future Minimum XML 95K
Annual Lease Payments, Net of Sublease Income,
Under all Noncancelable Operating Leases)
(Details)
82: XML.R88 Segment Financial Information (Narrative) XML 85K
(Details)
36: XML.R89 Segment Financial Information (Details) XML 2.99M
55: XML.R90 Quarterly Financial Data (Quarterly Financial XML 323K
Information) (Details)
83: XML.R91 Schedule I (Condensed Balance Sheets) (Details) XML 908K
44: XML.R92 Schedule I (Condensed Statements of Operations) XML 695K
(Details)
95: XML.R93 Schedule I (Condensed Statements of Cash Flows) XML 560K
(Details)
47: XML.R94 Schedule I (Narrative) (Details) XML 123K
104: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 2.46M
11: EX-101.INS XBRL Instance -- unh-20101231 XML 3.87M
13: EX-101.CAL XBRL Calculations -- unh-20101231_cal XML 297K
14: EX-101.DEF XBRL Definitions -- unh-20101231_def XML 758K
15: EX-101.LAB XBRL Labels -- unh-20101231_lab XML 1.52M
16: EX-101.PRE XBRL Presentations -- unh-20101231_pre XML 1.30M
12: EX-101.SCH XBRL Schema -- unh-20101231 XSD 282K
72: ZIP XBRL Zipped Folder -- 0001193125-11-030615-xbrl Zip 248K
| Form of Agreement for Deferred Stock Unit Award |
Exhibit 10.12
DEFERRED STOCK UNIT AWARD
Award Number:
| Award Date
|
Number of Units
|
Final Vesting Date
|
THIS CERTIFIES THAT UnitedHealth Group Incorporated (the “Company”) has on the Award Date specified above granted to
«Name»
(“Participant”) an award (the “Award”) to receive that number of deferred stock units (the “Deferred Stock Units”) indicated above in the box labeled “Number of Units,” each Deferred Stock Unit representing the right to receive one share of UnitedHealth Group Incorporated Common Stock, $.01 par value per share (the “Common Stock”), subject to certain restrictions and on the terms and conditions contained in this Award and the UnitedHealth Group Incorporated 2002 Stock Incentive Plan, as amended (the “Plan”). A copy of the Plan is available upon request. In the event of any conflict between the terms of the Plan and this Award, the terms of the Plan shall govern. Any terms not defined herein shall have the meaning set forth in the Plan.
* * * * *
1. Rights of the Participant with Respect to the Deferred Stock Units. The Deferred Stock Units granted pursuant to this Award do not and shall not entitle Participant to any rights of a shareholder of Common Stock. The rights of Participant with respect to the Deferred Stock Units shall remain forfeitable at all times prior to the date on which such rights vest and the restrictions with respect to the Deferred Stock Units lapse, in accordance with Section 2. No shares of Common Stock shall be issued to Participant in settlement of vested Deferred Stock Units prior to the time specified in Section 3.
2. Vesting.
(a) Generally. Subject to the terms and conditions of this Award, 25% of the Deferred Stock Units shall vest, and the restrictions with respect to the Deferred Stock Units shall lapse, on each of the first, second, third and fourth anniversaries of the Award Date if Participant continues to serve on the Board of Directors of the Company until the respective vesting dates. If Participant departs from the Board of Directors for any
reason other than as set forth in Section 2(b) below (with such departure being considered a “separation from service” as set forth in Treasury Regulation Section 1.409A-1(h)), then all Deferred Stock Units that are not vested as of the date of such departure (“Departure Date”) shall immediately terminate.
(b) Change in Control. Notwithstanding the other vesting provisions contained in Section 2, but subject to the other terms and conditions set forth herein, upon the effective date of a Change in Control, all unvested Deferred Stock Units shall immediately vest, and the restrictions with respect to all unvested Deferred Stock Units shall lapse. For purposes of this Award, a “Change in Control” shall mean the occurrence of one or more of the change in control events set forth in Treasury Regulation Section 1.409A-3(i)(5); provided, however, that the threshold percentage for purposes of determining whether a change in the ownership of a substantial portion of the Company’s assets has occurred under Treasury Regulation Section 1.409A-3(i)(5)(vii) shall be 80%.
3. Conversion of Deferred Stock Units; Issuance of Common Stock. Upon Participant’s Departure Date, the Company shall promptly cause to be issued shares of Common Stock in book-entry form, registered in Participant’s name (or in the name of Participant’s legal representatives, beneficiaries or heirs, as the case may be), in payment of vested whole Deferred Stock Units. The value of any fractional vested Deferred Stock Unit shall be paid in a single lump sum cash payment at the time shares of Common Stock are delivered to Participant in payment of the Deferred Stock Units. In no event shall settlement occur later than ninety (90) days following Participant’s Departure Date, unless such payment is deferred in accordance with the terms and conditions of the Company’s non-qualified deferred compensation plans and in compliance with Section 409A of the Internal Revenue Code of 1986 and its accompanying regulations (“Code Section 409A”).
4. Restriction on Transfer. Participant may not transfer the Deferred Stock Units except by will or by the laws of descent and distribution or pursuant to a domestic relations order as defined by the Internal Revenue Code. Any attempt to otherwise transfer the Deferred Stock Units shall be void. Participant may specify to whom the Company shall deliver any such shares of Common Stock which are otherwise payable to Participant in settlement of such Deferred Stock Units, subject to the requirements of any applicable law.
5. Dividend Equivalents. If a cash dividend is declared and paid by the Company with respect to the Common Stock, the Participant shall be credited as of the applicable dividend payment date with an additional number of Deferred Stock Units (the “Dividend Units”) equal to (A) the total cash dividend the Participant would have received had the Participant’s Deferred Stock Units (and any previously credited Dividend Units with respect thereto) been actual shares of Common Stock, divided by (B) the Fair Market Value of a share of Common Stock as of the applicable dividend payment date, rounded up to the nearest whole number if the calculation results in a fraction. As of the conversion date pursuant to Section 3, the number of Dividend Units paid on the Deferred Stock Units converting on such conversion date shall convert into
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the form of shares of Common Stock. To the extent a Participant’s rights to any unvested Deferred Stock Units are forfeited, the Dividend Units paid on such forfeited Deferred Stock Units shall also be forfeited. The terms of this Award certificate shall apply to all Dividend Units paid on the Deferred Stock Units.
6. Adjustments to Deferred Stock Units. In the event that any dividend or other distribution (whether in the form of cash, shares of Common Stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Common Stock or other securities of the Company or other similar corporate transaction or event affecting the Common Stock would be reasonably likely to result in the diminution or enlargement of any of the benefits or potential benefits intended to be made available under the Award (including, without limitation, the benefits or potential benefits of provisions relating to the vesting of the Deferred Stock Units), the Committee shall, in such manner as it shall deem equitable or appropriate in order to prevent such diminution or enlargement of any such benefits or potential benefits, make adjustments to the Award, including adjustments in the number and type of shares of Common Stock Participant would have received upon vesting of the Deferred Stock Units; provided, however, that the number of shares into which the Deferred Stock Units may be converted shall be rounded up to the nearest whole number. Without limiting the foregoing, if any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another entity, or the sale of all or substantially all of the Company’s assets to another entity, shall be effected in such a way that holders of the Company’s Common Stock shall be entitled to receive stock, securities, cash or other assets with respect to or in exchange for such shares, Participant shall have the right to receive upon the terms and conditions specified in this certificate and in lieu of the shares of Common Stock of the Company immediately theretofore receivable upon the settlement of the Deferred Stock Units, with appropriate adjustments to prevent diminution or enlargement of benefits or potential benefits intended to be made available under the Award, such shares of stock, other securities, cash or other assets as would have been issued or delivered to Participant if Participant had received such shares of Common Stock prior to such reorganization, reclassification, consolidation, merger or sale. The Company shall not effect any such reorganization, consolidation, merger or sale unless prior to the consummation thereof the successor entity (if other than the Company) resulting from such reorganization, consolidation or merger or the entity purchasing such assets shall assume by written instrument the obligation to deliver to Participant such shares of stock, securities, cash or other assets as, in accordance with the foregoing provisions, Participant may be entitled to receive.
7. Miscellaneous.
(a) No Other Rights. This Award does not confer on Participant any right with respect to the continuance of any relationship with the Company or its Affiliates.
(b) Unfunded Award. Neither the Plan nor this Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured creditor of the Company or any Affiliate.
3
(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.
4
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/05/11 SEC UPLOAD¶ 10/06/17 1:46K Unitedhealth Group Inc. 4/27/11 SEC UPLOAD¶ 10/06/17 1:67K Unitedhealth Group Inc. |