Form of Agreement for Stock Appreciation Rights Award to Executives



 Exhibit 10.4 
 

 
 STOCK APPRECIATION RIGHTS AWARD 
 (STOCK SETTLED) 
 Award Number: 
  

													
	 Award Date
  
  
	 		 	Number of Shares	 		 	Grant Price	 		 	Expiration Date

 THIS CERTIFIES THAT UnitedHealth Group Incorporated (the “Company”) has on the Award Date
specified above granted to 
 «Name» 
 (“Participant”) stock appreciation rights (the “Stock Appreciation Rights”) with respect to the number of shares of UnitedHealth Group Incorporated Common Stock, $.01 par value per
share (the “Common Stock”), indicated above in the box labeled “Number of Shares” (the “Shares”). The initial value of each Share is indicated above in the box labeled “Grant Price.” This Award represents the
right to receive shares of Common Stock (the “Issued Shares”) only when, and with respect to the number of Shares as to which, the Award has vested (the “Vested Shares”). This Award is subject to the terms and conditions set
forth below and in the UnitedHealth Group Incorporated 2002 Stock Incentive Plan (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 Stock Appreciation Rights. 
 (a) No Shareholder Rights. The Stock Appreciation Rights granted pursuant to this Award do not and shall not entitle Participant to
any rights of a shareholder of Common Stock prior to the exercise of the Stock Appreciation Rights and the receipt of the Issued Shares in accordance with this Award. The rights of Participant with respect to this Award shall remain forfeitable at
all times prior to the date on which such rights become vested in accordance with Section 2, 3 or 4 hereof. 
 (b)
Exercise of Stock Appreciation Rights; Issuance of Common Stock. No shares of Common Stock shall be issued to Participant prior to the date on which the Stock Appreciation Rights are vested in accordance with Sections 2, 3, or 4, and
exercised in accordance with Section 5. Upon exercise of the Stock Appreciation Rights, Participant shall be entitled to receive a number of Issued Shares for each Vested Share with respect to which the Stock








 
Appreciation Rights are exercised equal to (i) the excess of the Fair Market Value of one Share on the date of exercise over the Grant Price, divided by (ii) the Fair Market Value of
one Share on the date of exercise. The Issued Shares shall be issued 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. The Company will
not deliver any fractional share of Common Stock but will pay, in lieu thereof, cash equal to the Fair Market Value of such fractional share. 
 2. Vesting. Subject to the terms and conditions of this Award, the Stock Appreciation Rights shall vest and may be exercised by Participant with respect to
        % of the Shares on each of the
                                        
anniversaries of the Award Date if Participant remains continuously employed by the Company or any Affiliate until the respective vesting dates. 
 3. Early Vesting Upon 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, the Stock Appreciation Rights with respect to all of the Shares shall become immediately and unconditionally vested and exercisable. For purposes of this Award, 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.

 4. Forfeiture or Early Vesting Upon Termination of Employment. 
 (a) Termination of Employment Generally. If Participant ceases to be an employee of the Company or any Affiliate for any reason
(voluntary or involuntary) other than (i) death or permanent long-term disability, or (ii) a termination that results in severance or separation pay being paid to Participant, and at the time of such termination Participant is not eligible
for Retirement (as defined below), then Participant may at any time within the Exercise Period (as defined below) exercise the Stock Appreciation Rights with respect to the Vested Shares on the date of the termination. Participant’s Stock
Appreciation Rights with respect to any unvested Shares shall be immediately and irrevocably forfeited on the date of termination. 
 (b) Death or Permanent Long-Term Disability. If Participant dies while employed by the Company or any Affiliate, or if Participant’s employment by the Company or any Affiliate is terminated due to Participant’s failure to
return to work as the result of a permanent long-term disability which renders Participant incapable of performing his or her duties as determined under the provisions of the Company’s long-term disability insurance program applicable to
Participant, then (i) the Stock Appreciation Rights with respect to any unvested Shares shall immediately vest, and (ii) Participant (or Participant’s personal representatives, administrators or guardians, as applicable, or any person
or persons to whom the Stock Appreciation Rights are transferred by will or the applicable laws of descent and distribution) may, subject to Section 8, at any time within a period of five years after the Participant’s death or termination
of employment due to the Participant’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 Stock Appreciation Rights to the
extent of the full number of Vested Shares. 
  

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 (c) Severance. If Participant is entitled to severance under the Company’s
severance pay plan as in effect on the date hereof and the Participant is not eligible for Retirement (as defined below) at the time of termination of employment, then the Stock Appreciation Rights shall continue to vest for the period of such
severance that Participant is eligible to receive. If Participant is entitled to severance under an employment agreement entered into with the Company, then vesting of the Stock Appreciation Rights shall continue for the period of such severance
that Participant is entitled to receive as of the date hereof. If Participant is entitled to separation pay other than under the Company’s severance pay plan or an employment agreement, then vesting of the Stock Appreciation Rights shall
continue for the lesser of (i) the period Participant would have received payments under the severance pay plan as in effect on the date hereof, had Participant been eligible for such payments or (ii) the period of separation pay. In
either case, should Participant be paid in a lump sum versus bi-weekly payments, the Stock Appreciation Rights shall continue to vest for the period of time in which severance or separation pay would have been paid had it been paid bi-weekly.

 (d) Retirement. If the Participant’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 Stock Appreciation Rights shall continue as if such termination of employment had not occurred and (ii) the Participant may, at any time within the shorter of (1) the
Expiration Date of the Award or (2) a period of five years after such termination of employment by reason of the Participant’s Retirement or for such other longer period established at the discretion of the Committee, exercise the Stock
Appreciation Rights to the extent of the full number of Vested Shares which are exercisable and which the Participant is entitled to purchase under the Stock Appreciation Rights on the date of exercise of the Award; provided that the Award shall
continue to be subject to “Forfeiture of Stock Appreciation Rights and Shares” below. 
 (e) For purposes of this
Award, “Exercise Period” means the greater of (i) a period of three months after the date of termination of Participant’s employment, (ii) if Participant is entitled to 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. Notwithstanding any other provision of this Agreement, the Stock Appreciation Rights shall in no event be
exercisable to any extent or by any Person 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
Participant’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 a Participant’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
Participant’s employment. 
  

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 5. Method of Exercise. The Stock Appreciation Rights may be exercised with respect to
Vested Shares by delivery to the Company of a written notice which shall state that Participant elects to exercise the Stock Appreciation Rights as to the number of Vested Shares specified in the notice as of the date specified in the notice.

 6. Restriction on Transfer. During Participant’s lifetime, the Stock Appreciation Rights shall be exercisable
only by Participant. Participant may not transfer the Stock Appreciation Rights except by will or by 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. Any attempt to otherwise transfer the Stock Appreciation Rights shall be void. 
 7. Special Restriction on Transfer for Certain Participants. If Participant 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 Stock Appreciation Rights are exercised in whole or in part and the
Company has theretofore communicated Participant’s status as a Section 16 Officer to Participant, the following special transfer restrictions apply to any shares of Common Stock acquired upon the exercise of the Stock Appreciation Rights.
One third ( 1/3) of the net number of any
shares of Common Stock acquired upon the exercise of the Stock Appreciation Rights at a time when Participant is a Section 16 Officer (including any shares of Common Stock or other securities subject to the Stock Appreciation Rights following
any adjustment made pursuant to this Award 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 Stock Appreciation Rights are exercised. For purposes
of this Award, the “net number of any shares of Common Stock issued” shall mean the number of Issued Shares received with respect to a particular exercise pursuant to Section 1(b) after reduction for any shares of Common Stock
withheld by or tendered to the Company, or sold on the market, to cover any federal, state, local or other payroll, withholding, income or other applicable tax withholding required in connection with the exercise of the Stock Appreciation Rights.
The restrictions of this Section 7 are in addition to, and not in lieu of, the restrictions imposed under other Company policies and applicable laws. 
 8. Termination. The Stock Appreciation Rights granted pursuant to this Award shall terminate on the earlier to occur of (a) the date indicated above in the box labeled “Expiration
Date” or (b) as provided in Section 4 above. 
 9. Forfeiture of Stock Appreciation Rights and Shares.
This section sets forth circumstances under which Participant shall forfeit all or a portion of the Stock Appreciation Rights, or be required to repay the Company for the value realized in respect of all or a portion of the Stock Appreciation
Rights. 
 (a) Violation of Restrictive Covenants. If Participant violates any provision of the Restrictive Covenants in
Section 10, then (i) any unvested Stock Appreciation Rights and (ii) any Stock Appreciation Rights that vested within one year prior to Participant’s termination

  

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of employment with the Company or any Affiliate or at any time after such termination of employment (the “Forfeited SARs”) and that have not been exercised shall be immediately
cancelled and rendered null and void without any payment therefor. If any such Forfeited SARs have been exercised prior to Participant’s violation of the Restrictive Covenants, Participant 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 Participant still holds the Shares received upon exercise of the Forfeited SARs; (i) to
the extent that such Shares have been sold, the aggregate proceeds received from such sale of Shares, and (ii) to the extent that such Shares have not been sold at the time Company demand is made, the aggregate Fair Market Value of such Shares
on the date the Forfeited SARs were exercised. 
 (b) Fraud. If the Board determines that Participant 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 Stock Appreciation Rights then held by the Participant shall be immediately cancelled
and rendered null and void without any payment therefor. In addition, for any Stock Appreciation Rights 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 SARs”), the Participant 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 Participant still holds the Shares received upon exercise of the Covered SARs; (i) to the extent that such Shares have been sold, the aggregate proceeds received from such sale of
Shares, and (ii) to the extent that such Shares have not been sold at the time Company demand is made, the aggregate Fair Market Value of such Shares on the date the Covered SARs were exercised. 
 (c) In General. This section does not constitute the Company’s exclusive remedy for Participant’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 Stock Appreciation Rights to Participant. By receiving the grant of Stock Appreciation Rights hereunder, Participant agrees that the Company may deduct from any amounts it owes Participant 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 Participant by the Company) to the extent of any amounts
Participant owes the Company under this section. The provisions of this section and any amounts repayable by Participant 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. 
 10. Restrictive Covenants. In consideration of the terms of this
Award and Participant’s access to Confidential Information, Participant agrees to the Restrictive Covenants set forth below. For purposes of the Restrictive Covenants, the “Company” means UnitedHealth Group and all of its subsidiaries
and other affiliates. 
  

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 (a) Confidential Information. Participant has or will be given access to and provided
with sensitive, confidential, proprietary and/or trade secret information (collectively, “Confidential Information”) in the course of Participant’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 data bases, analytical models, customer lists and information, and supplier and vendor
lists and information. Participant agrees not to disclose or use Confidential Information, either during or after Participant’s employment with the Company, except as necessary to perform Participant’s duties or as the Company may consent
in writing. 
 (b) Non-Solicitation. During Participant’s employment and for the greater of two years after the
termination of Participant’s employment for any reason whatsoever or the period of time during which the Stock Appreciation Rights remain exercisable, Participant may not, without the Company’s prior written consent, directly or
indirectly, for Participant 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
Participant’s employment termination and with whom Participant had contact to further the Company’s business, or for whom Participant 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 Participant’s employment and for the greater of one year after the termination of Participant’s employment for any reason whatsoever or the period of
time during which the which the Stock Appreciation Rights remain exercisable, Participant may not, without the Company’s prior written consent, directly or indirectly, for Participant 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 Participant engaged in, participated in, or had
Confidential Information about during Participant’s employment. 

  

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	 	(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. 
 By accepting this Stock Appreciation Right, Participant agrees that the provisions of this
Restrictive Covenants section are reasonable and necessary to protect the legitimate interests of the Company. 
 11.
Adjustments to Stock Appreciation Rights. 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 term, vesting or
exercisability of the Stock Appreciation Rights), 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 subject to the Stock Appreciation Rights; provided, however, that the number of shares of Common Stock into which the Stock Appreciation Rights may be exercised shall always
be a whole number. 
 12. Tax Matters. 
 (a) In order to comply with all applicable federal, state and local tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal, state and local
payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Participant, are withheld or collected from Participant. 
 (b) Upon each exercise of Stock Appreciation Rights hereunder, Participant will be deemed to have elected to satisfy Participant’s minimum required federal, state, and local payroll, withholding,
income or other tax withholding obligations arising from the exercise of Stock Appreciation Rights or the receipt of Issued Shares by having the Company withhold a portion of the Issued Shares otherwise to be delivered having a Fair Market Value
equal to the amount of such taxes (but only to the extent of the minimum amount required to be withheld under applicable laws or regulations), unless, on or before the date of exercise, Participant notifies the Company that Participant has elected,
and makes appropriate arrangements, to deliver cash, check (bank check, certified check or personal check) or money order payable to the Company. 
  

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 13. Miscellaneous. 
 (a) This Award does not confer on Participant 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. 
 (b)
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. 
 (c) The Company shall not be required to issue or deliver any shares of Common Stock upon exercise of any Stock Appreciation Rights 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 security laws). 
 (d) An original record of this
Award and all the terms hereof, executed by the Company, 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) 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) Participant agrees that (i) legal remedies (money damages) for any breach of the Restrictive
Covenants in Section 10 will be inadequate, (ii) the Company will suffer immediate and irreparable harm from any such breach, and (iii) the Company will be entitled to injunctive relief from a court in addition to any legal remedies
the Company may seek in arbitration. 
 (g) The Restrictive Covenants and the provisions regarding forfeiture of the Stock
Appreciation Rights and Shares in this Award shall survive termination of the Stock Appreciation Rights. 
 (h) 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). 
  

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