8. Form of Stock Appreciation Rights Award Agreement to Executives under the Company’s 2002 Stock Incentive Plan (non-
Competition and clawback for fraud in connection with material misstatements) (2009)
STOCK APPRECIATION RIGHTS AWARD
THIS CERTIFIES THAT UnitedHealth Group Incorporated (the “Company”) has on the Award Date specified above granted to
(“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 Com