Exhibit 10.8
6. Form of Restricted Stock Award Agreement to Executives under the Company’s 2002 Stock Incentive Plan (non-competition
with clawback for fraud in connection with material misstatements) (2009)
RESTRICTED STOCK AWARD
Award Number:
THIS CERTIFIES THAT UnitedHealth Group Incorporated (the “Company”) has on the Award Date specified above granted to
«Name»
(“Participant”) an award (the “Award”) of that number of shares (the “Shares”) of UnitedHealth Group Incorporated Common
Stock, $.01 par value per share (the “Common Stock”), indicated above in the box labeled “Number of Shares,” subject to certain
restrictions and on the terms and conditions contained in this Award and 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 Shares . With respect to the Shares, on and after the Award Date and until the
date or dates on which the Shares vest and the restrictions with respect to the Shares lapse in accordance with Section 2, 3 or 4,
Participant shall have all of the rights of a shareholder of the Common Stock, including the right to vote the Shares and the right
to receive dividends thereon, unless and until the Shares are forfeited pursuant to Section 4 or 7. The rights of Participant with
respect to the Shares shall remain forfeitable at all times prior to the date or dates on which such rights become vested, and the
restrictions with respect to the Shares lapse, in accordance with Section 2, 3 or 4. Subject to the restrictions and terms of this
Award, after the Shares vest pursuant to Section 2, 3 or 4, Participant shall have all of the rights of a shareholder of the Common
Stock with respect to the Shares (including, without limitation, the righ