Form of Agreement for Stock Option Award to Executives under the Company’s 2002 Stock Incentive Plan (non-competition
with clawback for material misstatements) 2009
THIS CERTIFIES THAT UnitedHealth Group Incorporated (the “Company”) has on the Grant Date specified above granted to
(the “Optionee”) the option (the “Option”) to purchase that number of shares of UnitedHealth Group Incorporated Common
Stock, $.01 par value per share (the “Common Stock”), indicated above (the “Option Shares”). The Option that this Award
represents will expire on the Expiration Date, unless it is terminated prior to that time in accordance with this Award.
The Option Shares represented by this Award shall become exercisable as to [ ]% of the Option Shares on each
anniversary of the Grant Date, commencing with the first anniversary, unless this Option shall have terminated or the vesting
shall have accelerated as provided in this Award. Once this Option has become exercisable for all or a portion of the Option
Shares, it will remain exercisable for all or such portion of the Option Shares, as the case may be, until the Option expires or is
terminated as provided in this Award.
By accepting this Option, the holder acknowledges that the holder of this Option will not have any of the rights of a
shareholder with respect to the Option Shares until the holder has duly exercised the Option and paid the Exercise Price and
applicable withholding taxes in accordance with this Award. The holder further acknowledges and agrees that the Company
may deliver, by electronic mail, the use of the Internet or Company intranet web pages or otherwise, any information concerning
the Company, this Option, the UnitedHealth Group Incorporated 2002 Stock Incentive Plan (the “Plan”), pursuant to which the
Company granted this Option, and any information required by the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.