Exhibit 10.1
UnitedHealth Group
Incorporated
Summary of Non-Management
Director Compensation
(Effective July 1, 2009)
Our compensation and benefit program
is designed to compensate our non-employee directors fairly for
work required for a company of our size and scope, and align their
interests with the long-term interests of our shareholders.
Director compensation reflects our desire to attract, retain and
use the expertise of highly qualified people serving on the
Company’s Board of Directors. The Compensation and Human
Resources Committee reviews the compensation level of our
non-employee directors on an annual basis and makes recommendations
to the Board of Directors.
The Company uses annual retainers,
equity-based compensation, expense reimbursement and other forms of
compensation, as appropriate, to attract and retain non-employee
directors.
Cash Compensation – Annual
Retainers
Directors who are not Company
employees receive an annual cash retainer of $125,000. We pay an
additional annual cash retainer of $300,000 to the Chair of the
Board, additional annual cash retainers of $15,000 to the Chair of
the Audit Committee and the Chair of the Compensation and Human
Resources Committee and additional annual cash retainers of $10,000
to the Chair of the Nominating and Corporate Governance Committee
and the Chair of the Public Policy Strategies and Responsibility
Committee.
Cash retainers are payable on a
quarterly basis in arrears on the first business day following the
end of each fiscal quarter, and subject to pro-rata adjustment if
the director did not serve the entire quarter. Under our
Directors’ Compensation Deferral Plan (“Director
Deferral Plan”), subject to compliance with applicable laws,
non-employee directors may elect annually to defer receipt of all
or a percentage of their cash compensation. Amounts deferred are
credited to a bookkeeping account maintained for each director
participant and are distributable upon the termination of the
director’s Board service for any reason. Subject to certain
additional rules set forth in the Director Deferral Plan,
participating directors may elect whether distribution is made in
either:
|
|
•
|
|
a series of five or ten annual
installments;
|
|
|
•
|
|
a delayed lump sum following
either the fifth or tenth anniversary of the termination of the
director’s di
|
