UnitedHealth Group (UNH)

With respect to material restatements of the Company’s financial statements, the clawback policy applies to a defined list of approximately 30 senior executives, including all named executive officers, and applies to both incentive cash and equity compensation.

If the Board of Directors determines that a designated senior executive has engaged in fraud or misconduct that caused, in whole or in part, a material restatement of the Company’s financial statements and the senior executive would have received a lower annual or long-term cash incentive payment if it had been based on the restated financial results, the senior executive must repay the Company the entire amount of his or her annual or long-term cash incentive payment.

If the Board of Directors determines that a designated senior executive has engaged in fraud that causes, in whole or in part, a material restatement of the Company’s financial statements, the Company will cancel his or her then-outstanding vested and unvested options/SARs or other unvested equity awards subject to the clawback policy, and the senior executive must return to the Company all gains from equity awards realized during the twelve-month period following the filing of the incorrect financial statements.

With respect to violations of non-competition covenants, the clawback policy applies to a broader group of senior management, and applies only to equity compensation.

If the Board of Directors determines that the covered employee violated such a restrictive covenant, the Company will cancel unvested options/SARs or other unvested equity awards and the covered employee must forfeit all equity awards which vested within one year prior to termination of employment or anytime after the violation of the restrictive covenant.