This excerpt taken from the UNH DEF 14A filed Apr 30, 2007.
Created and approved an internal policy to specifically address equity award approval requirements, award levels, award terms, setting of grant dates and authority to modify
existing awards, including the following:
Require that the Compensation Committee make all grants of equity awards to employees in its sole discretion. Management has no authority to grant equity awards.
Require that the Compensation Committee make grants of equity awards in connection with commencement of employment or the promotion or retention of existing employees only at
its regularly scheduled quarterly meetings.
Require that the Compensation Committee consider all broad-based grants of equity awards to employees only on an annual basis at its meeting held in connection with the
Companys Annual Meeting of Shareholders.
Provide that, in the event that the Compensation Committee determines not to make equity awards on the dates set forth above because the Company is in possession of material
non-public information on that date, the Compensation Committee may grant such equity awards on a later date, when the Company is no longer in possession of material
non-public information, which need not be at a regularly scheduled Compensation Committee meeting.
Require that the date of grant of an equity award be the date on which the Compensation Committee acts to authorize the equity award, the recipients are clearly identified,
and each recipients equity award amount is final. In addition, each recipients equity award must be promptly communicated to the recipient.
Reviewed and substantially revised the controls related to our equity award grant, exercise, modification and administration processes and, as of December 31, 2006,
remediated the material weakness in internal control relating to stock option plan administration and accounting for and disclosure of stock option grants that, as a result of the independent review, we determined existed as of December 31,
Engaged an outside professional services firm to conduct regular testing of controls relating to equity award initiation and modification, equity award approval, equity award
administration and equity award exercise administration processes and report the results of its review to the Compensation Committee on a quarterly basis.
Received written agreements, in light of the conclusions of the WilmerHale Report, from certain current and former senior executives to reset the exercise prices of all of
their exercised and unexercised options with stated grant dates between 1994 and 2002 to ensure that there is no potential for financial gain (or financial loss to the Company) from the incorrect dating of any option.
For Mr. Hemsley, the exercise prices of all options with stated grant dates between 1997, when he commenced employment at the Company, and 2002 have been reset to the
highest closing share price during the stated grant year for each particular option. The exercise prices of certain post-2002 vested options have been increased to account for the value attributable to any options with stated grant dates between
1997 and 2002 that had been previously exercised.
For an additional group of senior executives, including Ms. Quam and Messrs. Wichmann and Erlandson, the exercise prices of all options with stated grant dates between
1994 and 2002 have been reset to the closing price of the Companys common stock on the accounting measurement date for each grant. The exercise prices of certain post-2002 vested options have been increased to account for the value
attributable to any options with stated grant dates between 1994 and 2002 that had been previously exercised.
2006 Grants of Plan-Based Awards table below for additional details regarding these option repricing arrangements.
Considered total realized and unrealized gains from previous equity awards when determining annual grants of equity awards.
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