Form of Agreement for Stock Option Award to Executives



 Exhibit 10.1 
 

 
 Executive Grant 
 Grant Number: 
  

															
	Grant Date	 		 	Option Shares	 		 	 Exercise
Price
  
 $
  
	 		 	Expiration Date	 	

 THIS CERTIFIES THAT UnitedHealth Group Incorporated (the “Company”) has on the Grant Date
specified above granted to 
 «Name» 
 (the “Optionee”) the option (the “Option”) to purchase that number of shares of UnitedHealth Group Incorporated Common Stock, $.01 par value per share (the “Common Stock”),
indicated above (the “Option Shares”). The Option that this Award represents will expire on the Expiration Date, unless it is terminated prior to that time in accordance with this Award. 
 The Option Shares represented by this Award shall become exercisable as to [        ]% of the Option Shares
on each anniversary of the Grant Date, commencing with the first anniversary, unless this Option shall have terminated or the vesting shall have accelerated as provided in this Award. Once this Option has become exercisable for all or a portion of
the Option Shares, it will remain exercisable for all or such portion of the Option Shares, as the case may be, until the Option expires or is terminated as provided in this Award. 
 By accepting this Option, the holder acknowledges that the holder of this Option will not have any of the rights of a shareholder with respect to the Option Shares until the holder has duly exercised the
Option and paid the Exercise Price and applicable withholding taxes in accordance with this Award. The holder further acknowledges and agrees that the Company may deliver, by electronic mail, the use of the Internet or Company intranet web pages or
otherwise, any information concerning the Company, this Option, the UnitedHealth Group Incorporated 2002 Stock Incentive Plan (the “Plan”), pursuant to which the Company granted this Option, and any information required by the Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder. 
 This Option is subject to the further terms and conditions set
forth below and to the terms of 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. Nonqualified Option. The Company does not intend that the Option shall be an
Incentive Stock Option governed by the provisions of Section 422 of the Internal Revenue Code of 1986, as amended. 
 2.
Termination of Option. The Option shall terminate on the Expiration Date. The Option shall terminate prior to such date if the Optionee ceases to be employed by the Company or any Affiliate, except that: 
 (a) General: If the Optionee’s employment terminates for any reason (voluntary or involuntary) other than (i) death or
permanent long-term disability, or (ii) a termination of employment that results in severance or separation pay being paid to Optionee, and at the time of such termination Optionee is not eligible for Retirement (as defined below), then the
Optionee may, at any time within the Exercise Period (as defined below), exercise the Option to the extent of the full number of Option Shares which were exercisable and which the Optionee was entitled to purchase under the Option on the date of the
termination of his or her employment; 
 (b) Death or Permanent Long-Term Disability: If the Optionee dies while employed
by the Company or any Affiliate, or if the Optionee’s employment by the Company or any Affiliate is terminated due to the Optionee’s failure to return to work as the result of a permanent long-term disability which renders the Optionee
incapable of performing his or her duties as determined under the provisions of the Company’s long-term disability insurance program, then (i) all unvested Option Shares hereunder shall immediately vest, and (ii) the Optionee (or the
Optionee’s personal representatives, administrators or guardians, as applicable, or any person or persons to whom the Option is transferred by will or the applicable laws of descent and distribution) may (subject to earlier expiration on the
Expiration Date) at any time within a period of five years after the Optionee’s death or termination of employment due to the Optionee’s failure to return to work as the result of a permanent long-term disability, or for such other longer
period established at the discretion of the Committee, exercise the Option to the extent of the full number of Option Shares which are exercisable following such vesting; 
 (c) Severance: If the Optionee is entitled to severance under the Company’s severance pay plan as in effect on the date hereof and the Optionee is not eligible for Retirement (as defined
below) at the time of termination of employment, then vesting of the Option shall continue for the period of such severance. If Optionee is entitled to severance under an employment agreement entered into with the Company, then vesting of the Option
shall continue for the period of such severance that Optionee is entitled to receive as of the date hereof. If the Optionee is entitled to separation pay other than under the Company’s severance pay plan or an employment agreement, then vesting
of the Option shall continue for the lesser of (i) the period the Optionee would have received payments under the severance pay plan as in effect on the date hereof, had the Optionee been eligible for such payments; or (ii) the period of
separation pay. In either case, should the Optionee be paid in a lump sum versus bi-weekly payments, the Option shall continue to vest for the time in which severance or separation pay would have been paid had it been paid bi-weekly; 
 (d) Retirement. If the Optionee’s employment by the Company or any Affiliate is terminated and at the time of termination is
eligible for Retirement, then (i) vesting of the Option shall continue as if such termination of employment had not occurred and (ii) the Optionee may, at any time within the shorter of (1) the Expiration Date of the Option or
(2) a period of five

  

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years after such termination of employment or for such other longer period established at the discretion of the Committee, exercise the Option to the extent of the full number of Option Shares
which are exercisable and which the Optionee is entitled to purchase under the Option on the date of exercise of the Award; provided that the Award shall continue to be subject to “Forfeiture of Option and Shares” below; and 
 (e) For the purposes of this Option, “Exercise Period” shall mean the greater of: (i) a period of three months after the date
of termination of the Optionee’s employment; (ii) if Optionee receives severance or separation pay, a period of three months after vesting ceases as provided in (c), above; or (iii) such other longer period established at the
discretion of the Committee. This Option shall in no event be exercisable after the Expiration Date. 
 For purposes of this
Award, “Retirement” means the termination of employment of a Participant who is age 55 or older with at least ten years of Recognized Employment with the Company or any Affiliate other than by reason of (i) death or permanent
long-term disability or (ii) Misconduct. 
 For purposes of this Award, “Recognized Employment” shall include
only employment since the Optionee’s most recent date of hire by the Company or any Affiliate, and shall not include employment with a company acquired by UnitedHealth Group or any Affiliate before the date of such acquisition. 
 For purposes of this Award, “Misconduct” shall mean an Optionee’s (a) violation of, or failure to act upon or report
known or suspected violations of, the Company’s Principles of Ethics and Integrity, or (b) commission of any illegal, fraudulent, or dishonest act or gross negligent or intentional misrepresentation in connection with the Optionee’s
employment. 
 3. Forfeiture of Option and Shares. This section sets forth circumstances under which the Optionee shall
forfeit all or a portion of the Options, or be required to repay the Company for the value realized in respect of all or a portion of the Options. 
 (a) Violation of Restrictive Covenants. If the Optionee violates any provision of the Restrictive Covenants in Section 4 of this Award, then (i) any unvested Options and (ii) any
Options that vested within one year prior to the Optionee’s termination of employment with the Company or any Affiliate or at any time after such termination of employment (the “Forfeited Options”) and that have not been exercised
shall be immediately cancelled and rendered null and void without any payment therefor. If any such Forfeited Options have been exercised prior to the Optionee’s violation of the Restrictive Covenants, the Optionee shall be required to repay or
otherwise reimburse the Company, upon demand, an amount in cash or Common Stock having a value equal to the amount described in clause (i) or (ii), depending on whether the Optionee still holds the Option Shares acquired upon exercise of the
Forfeited Options; (i) to the extent that such Option Shares have been sold, the difference between the aggregate proceeds received from such sale of such Option Shares over the aggregate Exercise Price for such Option Shares, and (ii) to
the extent that such Option Shares have not been sold at the time Company demand is made, the difference between the aggregate Fair Market Value of such Option Shares on the date the Forfeited Options were exercised over the aggregate Exercise Price
with respect to such Option Shares. 
  

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 (b) Fraud. If the Board determines that the Optionee has engaged in fraud that, in
whole or in part, caused the need for a material restatement of the Company’s consolidated financial statements, then any vested and unvested Options then held by the Optionee shall be immediately cancelled and rendered null and void without
any payment therefor. In addition, for any Options that were exercised during the 12-month period following the first public issuance or filing with the Securities Exchange Commission (whichever occurs first) of the incorrect financial statements
(the “Covered Options”), the Optionee shall be required to repay or otherwise reimburse the Company, upon demand, an amount in cash or Common Stock having a value equal to the amount described in clause (i) or (ii), depending on
whether the Optionee still holds the Option Shares acquired upon exercise of the Covered Options; (i) to the extent that such Option Shares have been sold, the difference between the aggregate proceeds received from such sale of such Option
Shares over the aggregate Exercise Price for such Option Shares, and (ii) to the extent that such Option Shares have not been sold at the time Company demand is made, the difference between the aggregate Fair Market Value of such Option Shares
on the date the Covered Options were exercised over the aggregate Exercise Price with respect to such Option Shares. 
 (c)
In General. This section does not constitute the Company’s exclusive remedy for the Optionee’s violation of the Restrictive Covenants or commission of fraudulent conduct. The Company may seek any additional legal or equitable
remedy, including injunctive relief, for any such violations. The provisions in this section are essential economic conditions to the Company’s grant of Options to the Optionee. By receiving the grant of Options hereunder, the Optionee agrees
that the Company may deduct from any amounts it owes the Optionee from time to time (such as wages or other compensation, deferred compensation credits, vacation pay, any severance or other payments owed following a termination of employment, as
well as any other amounts owed to the Optionee by the Company) to the extent of any amounts the Optionee owes the Company under this section. The provisions of this section and any amounts repayable by the Optionee hereunder are intended to be in
addition to any rights to repayment the Company may have under Section 304 of the Sarbanes-Oxley Act of 2002 and other applicable law. 
 4. Restrictive Covenants. In consideration of the terms of this Option and the Optionee’s access to Confidential Information, the Optionee agrees to the Restrictive Covenants set forth below.
For purposes of these Restrictive Covenants, the “Company” means UnitedHealth Group Incorporated and all of any Affiliate and other affiliates. 
 (a) Confidential Information. The Optionee will be given access to and provided with sensitive, confidential, proprietary and trade secret information (“Confidential Information”) in the
course of the Optionee’s employment. Examples of Confidential Information include: inventions; new product or marketing plans; business strategies and plans; merger and acquisition targets; financial and pricing information; computer programs,
source codes, models and databases; analytical models; customer lists and information; and supplier and vendor lists and information. The Optionee agrees not to disclose or use Confidential Information, either during or after the Optionee’s
employment with the Company, except as necessary to perform the Optionee’s duties or as the Company may consent in writing. 
 (b) Non-Solicitation. During the Optionee’s employment and for the greater of two years after the termination of the Optionee’s employment for any reason whatsoever, or the

  

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period of time for which the Option remains exercisable, the Optionee may not, without the Company’s prior written consent, directly or indirectly, for the Optionee or for any other person
or entity, as agent, employee, officer, director, consultant, owner, principal, partner or shareholder, or in any other individual or representative capacity: 
  

	 	(i)	Solicit any business competitive with the Company from any person or entity who (a) was a Company provider or customer within the 12 months before Optionee’s
employment termination and with whom Optionee had contact to further the Company’s business, or for whom Optionee provided services or supervised employees who provided those services, or (b) was a prospective provider or customer the
Company solicited within the 12 months before Participant’s employment termination and with whom Participant had contact for the purposes of soliciting the person or entity to become a provider or customer of the Company, or supervised
employees who had those contacts. 

  

	 	(ii)	Hire, employ, recruit or solicit any Company employee or consultant. 

  

	 	(iii)	Induce or influence any Company employee, consultant, or provider to terminate his, her or its employment or other relationship with the Company.


  

	 	(iv)	Assist anyone in any of the activities listed above. 

 (c) Non-Competition. During the Optionee’s employment and for the greater of one year after the termination of the Optionee’s employment for any reason whatsoever or the period of time
for which the Option remains exercisable, the Optionee may not, without the Company’s prior written consent, directly or indirectly, for the Optionee or for any other person or entity, as agent, employee, officer, director, consultant, owner,
principal, partner or shareholder, or in any other individual or representative capacity: 
  

	 	(i)	Engage in or participate in any activity that competes, directly or indirectly, with any Company product or service that Optionee engaged in, participated in, or had
Confidential Information about during Optionee’s employment. 

  

	 	(ii)	Assist anyone in any of the activities listed above. 

 (d) Because the Company’s business competes on a nationwide basis, the Participant’s obligations under this “Restrictive Covenants” section shall apply on a nationwide basis anywhere
in the United States. 
 (e) To the extent Participant and the Company agree at any time to enter into separate agreements
containing restrictive covenants with different or inconsistent terms than those contained herein, Participant and the Company acknowledge and agree that such different or inconsistent terms shall not in any way affect or have relevance to the
Restrictive Covenants contained herein. 
  

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 By accepting this Option, the Optionee agrees that the provisions of this Restrictive Covenants section are
reasonable and necessary to protect the legitimate interests of the Company. 
 5. Manner of Exercise. On the terms set
forth herein, the Option may be exercised in whole or in part from time to time by delivering notice of exercise to the Company, accompanied by payment of the Exercise Price and any applicable withholding taxes (i) in cash, by wire transfer,
certified check or bank cashier’s check payable to the Company, (ii) by delivery of shares of Common Stock already owned by the Optionee or (iii) by delivery of a combination of cash and such shares; provided, that the Optionee shall
not be entitled to tender shares of Common Stock pursuant to successive, substantially simultaneous exercises of options to purchase Common Stock. Any shares already owned by the Optionee referred to in the preceding sentence must have been owned by
the Optionee for no less than six months prior to the date of exercise of the Option if such shares were acquired upon the exercise of another option or upon the vesting of restricted stock or restricted stock units. Notwithstanding anything to the
contrary in this Award, the Company shall not be required to issue or deliver any shares of Common Stock upon exercise of any Option 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). 
 6. No Guarantee of Employment. This Option does not confer on the Optionee any right with respect to the continuance of any
relationship with the Company or any Affiliate, nor will it interfere in any way with the right of the Company to terminate such relationship at any time. 
 7. No Transfer. During the Optionee’s lifetime, only the Optionee can exercise the Option. The Optionee may not transfer the Option except by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act or the rules promulgated thereunder, to the extent provided in clause (b) under the section above entitled
“Termination of Option.” Any attempt to otherwise transfer the Option shall be void. 
 8.
Special Restriction on Transfer for Certain Optionees. If the Optionee is an officer of the Company within the meaning of Section 16 of the Securities Exchange Act of 1934 and Rule 16a-1 issued thereunder, as such status is reasonably
determined from time to time by the Board of Directors of the Company (a “Section 16 Officer”), at any time that the Option is exercised in whole or in part and the Company has theretofore communicated the Optionee’s status as a
Section 16 Officer to the Optionee, the following special transfer restrictions apply to any shares of Common Stock acquired upon the exercise of the Option. One third ( 1/3) of the net number of any shares of Common Stock acquired upon
the exercise of the Option at a time when the Optionee is a Section 16 Officer (including any shares of Common Stock or other securities subject to the Option following any adjustment made pursuant to this Option or Section 7 of the Plan)
must be retained, and may not be sold or otherwise transferred, for a period of at least one year following the date the Option is exercised. For purposes of this Option, the “net number of any shares of Common Stock acquired” shall mean
the number of shares of Common Stock received with respect to the particular exercise after reduction for any shares of Common Stock withheld by or tendered to the Company, or sold on the market, to cover the Exercise Price of the Option and/or to
cover any federal, state, local or other payroll, 

  

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withholding, income or other applicable tax withholding required in connection with the exercise of the Option. The restrictions of this Section 8 are in addition to, and not in lieu of, the
restrictions imposed under other Company policies and applicable laws. 
 9. Adjustments to Option Shares. 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 Shares or other securities of the Company or other similar corporate transaction or event affecting the Shares 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 Option (including, without limitation, the benefits or potential benefits of provisions relating to the term, vesting or exercisability of the Option), 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, adjust any or all of (i) the number and type of shares (or other securities or other property) subject to the
Option and (ii) the exercise price with respect to the Option; provided, however, that the number of shares covered by the Option shall always be a 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, the Optionee shall have the right to purchase and receive upon the basis and upon the terms and
conditions specified in this Award and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the Option, with appropriate adjustments to prevent diminution or enlargement of
benefits or potential benefits intended to be made available under the Option, such shares of stock, other securities, cash or other assets as would have been issued or delivered to the Optionee if the Optionee had exercised the Option and 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 the Optionee such shares of stock,
securities, cash or other assets as, in accordance with the foregoing provisions, the Optionee may be entitled to purchase or receive. 
 10. Change in Control. Notwithstanding the other vesting provisions set forth herein, but subject to the other terms and conditions set forth herein, the Option shall become fully vested and exercisable on the effective date of a
Change in Control. For purposes of this Option, a “Change in Control” shall mean the sale of all or substantially all of the Company’s assets or any merger, reorganization, or exchange or tender offer which, in each case, will result
in a change in the power to elect 50% or more of the members of the Board of Directors of the Company. 
 11. Narrowed
Enforcement and Severability. If a court or arbitrator decides that any provision of this Award is invalid or overbroad, the Optionee 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. 
  

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 12. Injunctive Relief. The Optionee agrees that (a) legal remedies (money
damages) for any breach of the Restrictive Covenants in Section 4 of this Award will be inadequate, (b) the Company will suffer immediate and irreparable harm from any such breach, and (c) the Company will be entitled to injunctive
relief from a court in addition to any legal remedies the Company may seek in arbitration. 
 13. Survival. The
Restrictive Covenants and provisions regarding the forfeiture of Options and shares in this Award shall survive the termination of the Option. 
 14. Other. An original record of this Award and all the terms thereof 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. Neither the Plan nor the Option 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 Optionee 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 Option, such right shall be no greater than the right of any
unsecured creditor of the Company or any Affiliate. 
 15. Governing Law. The validity, construction and effect of this
Option and any rules and regulations relating to the Option and this Award shall be determined in accordance with the laws of the State of Minnesota (without regard to its conflict of laws principles). 
 THIS AWARD REPRESENTS AN OPTION TO PURCHASE SHARES OF COMMON STOCK AND DOES NOT CONSTITUTE OR REPRESENT SHARES OF COMMON STOCK 
 NON-NEGOTIABLE 
  

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