This excerpt taken from the UNH DEF 14A filed Apr 30, 2007.
The clawback policy applies to a defined list of approximately 30 members of senior management, including all executive officers, and applies to both incentive cash and
Annual or long-term cash incentives: Any designated executive must repay the Company the entire amount of his or her annual or long-term cash incentive payment if the Board
determines that he or she has engaged in fraud or misconduct that caused, in whole or in part, a material restatement of the Companys financial statements and the executive would have received a lower annual or long-term cash incentive payment
if it had been based on the restated financial results.
Equity compensation: If it is determined that a designated executive has engaged in fraud that causes, in whole or in part, a material restatement of the Companys
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 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.
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