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UNH » Topics » 4. CONFORMING CHANGES. Effective July 31, 2007, the Plan Statement shall be amended by replacing all references to the Senior Vice President, Human Capital with the Executive Vice President, Human Capital.

This excerpt taken from the UNH 10-K filed Feb 21, 2008.

4. CONFORMING CHANGES. Effective July 31, 2007, the Plan Statement shall be amended by replacing all references to the “Senior Vice President, Human Capital” with the “Executive Vice President, Human Capital”.

5. TERMINATION OF EMPLOYMENT-COMPLIANCE WITH CODE SECTION 409A. Effective for Plan Years beginning on or after January 1, 2008, the definition of “Termination of Employment” in Section 1.2.21 of the Plan Statement shall be deleted in its entirety and replaced with the following new definition of “Separation from Service”:

1.2.21. Separation from Service — a severance of an employee’s employment relationship with the Employers and all Affiliates for any reason other than the employee’s death.

 

  (a)

Facts and Circumstances and 20% Rule. Whether a Separation from Service has occurred is determined based on whether the facts and circumstances indicate that the Employer and employee reasonably anticipated that no further services would be performed after a certain date

 

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or that the level of bona fide services the employee would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding thirty-six (36) month period (or the full period of services to the Employer if the employee has been providing services to the Employer less than thirty-six (36) months).

 

  (b) Transfers. A transfer from employment with an Employer to employment with an Affiliate of an Employer shall not constitute a Separation from Service. A decision by the Executive Vice President, Human Capital (or, for a Section 16 Officer, by the Board of Directors) to not select a Participant for continued participation for a subsequent Plan Year shall not constitute a Separation from Service.

 

  (c) Leaves of Absence. A Separation from Service shall not be deemed to occur while the employee is on military leave, sick leave or other bona fide leave of absence if the period does not exceed six (6) months or, if longer, so long as the employee retains a right to reemployment with the Employer or an Affiliate under an applicable statute or by contract. For this purpose, a leave is bona fide only if, and so long as, there is a reasonable expectation that the employee will return to perform services for the Employer or an Affiliate. Notwithstanding the foregoing, a twenty-nine (29) month period of absence will be substituted for such six (6) month period if the leave is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of no less than six (6) months and that causes the employee to be unable to perform the duties of his or her position of employment.

 

  (d) Sale of Assets. If, as part of a sale or other disposition of assets by the Employer to a buyer that is not an Affiliate, an employee who was providing services to the Employer immediately before the transaction and is providing services to the buyer immediately after the transaction would otherwise experience a Separation from Service from the Employer as a result of the transaction, the Employer and the buyer shall have the discretion to specify that the affected employee has not experienced a Separation from Service if (i) the transaction results from bona fide, arm’s length negotiations, (ii) all affected employees are treated consistently, and (iii) such treatment is specified in writing no later than the closing date of the transaction.

6. REMOVAL OF DEFINITION OF SENIOR VICE PRESIDENT, HUMAN CAPITAL. Effective July 31, 2007, the definition of “Senior Vice President, Human Capital” in Section 1.2 of the Plan Statement shall be deleted in its entirety and all subsequent sections (and cross references thereto) shall be renumbered accordingly.

 

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7. DEFINITION OF SPECIFIED EMPLOYEE. Effective for all Plan Years beginning on or after January 1, 2008, Section 1.2 of the Plan Statement shall be amended by adding thereto the following new definition of “Specified Employee” and all subsequent sections (and cross references thereto) shall be renumbered accordingly:

1.2.22. Specified Employee — an employee who, as of the date of the employee’s Separation from Service, is a key employee of the Employer or an Affiliate and the stock of any Employer or an Affiliate is publicly traded on an established securities market or otherwise.

 

  (a) In General. For purposes of determining Specified Employees, a key employee means each Participant (whether or not then an employee) who at any time during the 12-month period ending on the specified employee identification date (as defined below) is:

 

  (i) an officer of any aggregated employer (excluding persons who have the title of an officer but not the authority and including persons who have the authority of an officer but not the title) having an annual compensation from all aggregated employers for such Plan Year in excess of one hundred thirty thousand dollars ($130,000) for such Plan Year (adjusted as provided in section 416(i)(1)(A) of the Code), or

 

  (ii) a five percent owner, or

 

  (iii) a one percent owner having an annual compensation from the aggregated employers of more than One Hundred Fifty Thousand Dollars ($150,000);

provided, however, that no more than fifty (50) employees (or, if lesser, the greater of three of all the aggregated employers’ employees or ten percent of all the aggregated employers’ employees) shall be treated as officers. For the purposes of determining ownership percentages, each corporation, partnership and proprietorship otherwise required to be aggregated shall be viewed as a separate entity.

 

  (b) Annual Compensation. For purposes of determining Specified Employees, annual compensation shall mean, with respect to any Plan Year, the definition of section 415 compensation under the UnitedHealth Group 401(k) Savings Plan, but such definition of compensation shall not be limited to the annual compensation under section 401(a)(17) of the Code and shall not include compensation paid after the employee’s severance from employment.

 

  (c) Specified Employee Identification Date. For purposes of determined Specified Employees, the specified employee identification date shall be each December 31st.

 

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  (d) Specified Employee Effective Date. If a Participant is a key employee as of a specified employee identification date, that Participant shall be treated as a Specified Employee for the 12-month period beginning on the April 1 following the specified employee identification date and ending on the following March 31.

 

  (e) Mergers and Acquisitions of Public Companies. If, as a result of a corporate transaction, the Employer or an Affiliate (the “buyer”) acquires another company which has stock outstanding that is publicly traded on an established securities market or otherwise immediately before the transaction, then for the period between the date of the corporate transaction and the next specified employee effective date, the list of Specified Employees of the resulting public company is determined by combining the lists of specified employees of the buyer and the acquired public company that were in effect as of the date of the corporate transaction. The combined list shall be determined by ranking the specified employees in the order of the amount of compensation used to determine each employee’s status as a specified employee, and treating the top fifty (50) of such specified employees, plus any employees described in (a)(ii) and (a)(iii) above (five percent and one percent owners) who are not included in such top fifty (50) specified employees, as Specified Employees for the period between the date of the corporate transaction and the next specified employee effective date (as defined in (d) above).

 

  (f) Mergers and Acquisitions of Nonpublic Companies. If, as a result of a corporate transaction, the Employer or an Affiliate (the “buyer”) acquires another company that does not have outstanding stock that is publicly traded on an established securities market or otherwise immediately before the transaction, then for the period after the date of the corporate transaction and the next specified employee effective date, the specified list of the buyer immediately before the corporate transaction shall continue to be the specified employees of the resulting public company and no employees of the acquired company shall be required to be treated as Specified Employees.
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