SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Unitedhealth Group Inc – ‘10-K’ for 12/31/13 – ‘EX-10.34’

On:  Wednesday, 2/12/14, at 4:32pm ET   ·   For:  12/31/13   ·   Accession #:  731766-14-8   ·   File #:  1-10864

Previous ‘10-K’:  ‘10-K’ on 2/7/13 for 12/31/12   ·   Next:  ‘10-K’ on 2/10/15 for 12/31/14   ·   Latest:  ‘10-K’ on 2/28/24 for 12/31/23   ·   1 Reference:  By:  UnitedHealth Group Inc. – ‘10-K’ on 2/15/22 for 12/31/21

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/12/14  Unitedhealth Group Inc            10-K       12/31/13  115:25M

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.48M 
 2: EX-10.2     Material Contract                                   HTML     85K 
 3: EX-10.3     Material Contract                                   HTML     92K 
 4: EX-10.34    Material Contract                                   HTML     79K 
 6: EX-21.1     Subsidiaries List                                   HTML    166K 
 7: EX-23.1     Consent of Experts or Counsel                       HTML     35K 
 8: EX-24.1     Power of Attorney                                   HTML     43K 
 5: EX-12.1     Statement re: Computation of Ratios                 HTML     47K 
 9: EX-31.1     Certification -- §302 - SOA'02                      HTML     50K 
10: EX-32.1     Certification -- §906 - SOA'02                      HTML     39K 
78: R1          Document and Entity Information Document            HTML     65K 
62: R2          Consolidated Balance Sheets                         HTML    145K 
74: R3          Consolidated Balance Sheet (Parenthetical)          HTML     65K 
                Consolidated Balance Sheet (Parenthetical)                       
82: R4          Consolidated Statements of Operations               HTML    114K 
105: R5          Consolidated Statements of Comprehensive Income     HTML     76K  
64: R6          Consolidated Statements of Changes in               HTML     98K 
                Shareholders' Equity                                             
73: R7          Consolidated Statements of Cash Flows               HTML    142K 
56: R8          Description of Business (Notes)                     HTML     37K 
46: R9          Basis of Presentation, Use of Estimates and         HTML    117K 
                Significant Accounting Policies                                  
107: R10         Investments                                         HTML    284K  
84: R11         Fair Value                                          HTML    332K 
83: R12         Property, Plant, and Capitalized Software (Notes)   HTML     58K 
90: R13         Goodwill and Intangible Assets (Notes)              HTML    129K 
91: R14         Medical Cost and Medical Costs Payable              HTML     71K 
88: R15         Commercial Paper and Long-Term Debt                 HTML    249K 
92: R16         Income Taxes (Notes)                                HTML    157K 
75: R17         Shareholders' Equity Shareholder's Equity           HTML     60K 
79: R18         Share-Based Compensation                            HTML    118K 
86: R19         Commitments and Contingencies                       HTML     58K 
115: R20         Segment Financial Information                       HTML    294K  
100: R21         Quarterly Financial Data (Notes)                    HTML     85K  
69: R22         Schedule I (Notes)                                  HTML    194K 
85: R23         Basis of Presentation, Use of Estimates and         HTML    161K 
                Significant Accounting Policies (Policy)                         
71: R24         Fair Value Fair Value (Policies)                    HTML     50K 
37: R25         Income Taxes Income Taxes (Policies)                HTML     42K 
101: R26         Shareholders' Equity Shareholders' Equity           HTML     47K  
                (Policies)                                                       
111: R27         Share-Based Compensation Share-Based Compensation   HTML     49K  
                (Policies)                                                       
51: R28         Segment Financial Information Segment Financial     HTML     43K 
                Information (Policies)                                           
50: R29         Basis of Presentation, Use of Estimates and         HTML     76K 
                Significant Accounting Policies Basis of                         
                Presentation, Use of Estimates and Significant                   
                Accounting Policies (Tables)                                     
54: R30         Investments (Tables)                                HTML    283K 
55: R31         Fair Value (Tables)                                 HTML    324K 
57: R32         Property, Plant, and Capitalized Software (Tables)  HTML     58K 
26: R33         Goodwill and Intangible Assets (Tables)             HTML    127K 
98: R34         Medical Cost and Medical Costs Payable Medical      HTML     72K 
                Cost and Medical Costs Payable (Tables)                          
67: R35         Commercial Paper and Long-Term Debt (Tables)        HTML    253K 
70: R36         Income Taxes (Tables)                               HTML    156K 
41: R37         Shareholders' Equity Shareholder's Equity (Tables)  HTML     43K 
114: R38         Share-Based Compensation (Tables)                   HTML    118K  
17: R39         Commitments and Contingencies Commitments and       HTML     44K 
                Contingencies (Tables)                                           
59: R40         Segment Financial Information (Tables)              HTML    279K 
104: R41         Quarterly Financial Data (Tables)                   HTML     85K  
39: R42         Schedule I (Tables)                                 HTML    198K 
49: R43         Basis of Presentation, Use of Estimates and         HTML     82K 
                Significant Accounting Policies Narrative                        
                (Details)                                                        
53: R44         Basis of Presentation, Use of Estimates and         HTML     40K 
                Significant Accounting Policies Basis of                         
                Presentation, Use of Estimates and Significant                   
                Accounting Policies Medicare Part D (Details)                    
63: R45         Basis of Presentation, Use of Estimates and         HTML     41K 
                Significant Accounting Policies Basis of                         
                Presentation, Use of Estimates and Significant                   
                Accounting Policies Useful lives for property,                   
                equipment and capitalized software (Details)                     
25: R46         Investments (Narrative) (Details)                   HTML     36K 
45: R47         Investments (Short-Term and Long-Term Investments)  HTML     86K 
                (Details)                                                        
19: R48         Investments (Fair Value of Mortgage-Backed          HTML     52K 
                Securities by Credit Rating Origination) (Details)               
103: R49         Investments (Amortized Cost and Fair Value of       HTML     73K  
                Available-for-Sale Debt Securities by Contractual                
                Maturity) (Details)                                              
38: R50         Investments (Amortized Cost and Fair Value of       HTML     65K 
                Held-To-Maturity Debt Securities by Contractual                  
                Maturity) (Details)                                              
99: R51         Investments (Fair Value of Available-For-Sale       HTML     63K 
                Investments with Gross Unrealized Losses by                      
                Investment Type and Length of Time That Individual               
                Securities Have Been in a Continuous Unrealized                  
                Loss Position) (Details)                                         
42: R52         Investments (Net Realized Gains) (Details)          HTML     60K 
60: R53         Fair Value (Narrative) (Details)                    HTML     53K 
18: R54         Fair Value (Financial Assets and Liabilities,       HTML     79K 
                Excluding AARP, Measured at Fair Value on a                      
                Recurring Basis) (Details)                                       
22: R55         Fair Value (Financial Assets and Liabilities,       HTML     54K 
                Excluding AARP, Not Measured at Fair Value on a                  
                Recurring Basis) (Details)                                       
52: R56         Fair Value (Reconciliation of Assets Measured at    HTML     62K 
                Fair Value on a Recurring Basis Using Level 3                    
                Inputs) (Details)                                                
30: R57         Fair Value Fair Value Inputs Assets Quantitative    HTML     42K 
                Information (Details)                                            
108: R58         Fair Value (Assets and Liabilities measured at      HTML     77K  
                fair value on a recurring basis) (Details)                       
66: R59         Property, Plant, and Capitalized Software           HTML     39K 
                (Details)                                                        
89: R60         Property, Plant, and Capitalized Software           HTML     60K 
                Property, Equipment, and Capitalized Software                    
                Property, Equipment, and Capitalized Software                    
                table (Details)                                                  
44: R61         Goodwill and Intangible Assets (Details)            HTML     72K 
47: R62         Goodwill and Intangible Assets Goodwill and         HTML     53K 
                Intangible Assets Changes in the Carrying Amount                 
                of Goodwill by Reporting Segment (Details)                       
96: R63         Goodwill and Intangible Assets Goodwill and         HTML     52K 
                Intangible Assets Gross carrying value,                          
                accumulated amortization and net carrying value of               
                intangible assets (Details)                                      
93: R64         Goodwill and Intangible Assets Goodwill and         HTML     43K 
                Intangible Assets Weighted-average useful lives                  
                assigned to finite-lived intangible assets                       
                acquired in business combinations (Details)                      
68: R65         Goodwill and Intangible Assets Goodwill and         HTML     46K 
                Intangible Assets Amortization Expense relating to               
                Intangible Assets (Details)                                      
95: R66         Medical Cost and Medical Costs Payable (Details)    HTML     35K 
43: R67         Medical Cost and Medical Costs Payable Medical      HTML     54K 
                Costs and Medical Costs Payable Rollforward                      
                (Details)                                                        
72: R68         Commercial Paper and Long-Term Debt (Narrative)     HTML     59K 
                (Details)                                                        
110: R69         Commercial Paper and Long-Term Debt (Details)       HTML    128K  
21: R70         Commercial Paper and Long-Term Debt Maturities of   HTML     48K 
                commercial paper and long-term debt (Details)                    
36: R71         Commercial Paper and Long-Term Debt Balance Sheet   HTML     43K 
                Location of Fair Value Derivatives (Details)                     
61: R72         Commercial Paper and Long-Term Debt Income          HTML     44K 
                Statement Recognition of Fair Value Hedge                        
                (Details)                                                        
28: R73         Income Taxes Narrative (Details)                    HTML     51K 
113: R74         Income Taxes Income Taxes Reconciliation of         HTML     54K  
                Provision for Income Taxes (Details)                             
40: R75         Income Taxes Income Tax Reconciliation of the tax   HTML     79K 
                provision at the U.S. Federal Statutory Rate                     
                (Details)                                                        
31: R76         Income Taxes Income Taxes Components of Deferred    HTML     94K 
                Tax Assets and Liabilities (Details)                             
35: R77         Income Taxes Income Taxes Reconciliation of the     HTML     50K 
                beginning and ending amount of unrecognized tax                  
                benefits (Details)                                               
23: R78         Shareholders' Equity Shareholder's Equity           HTML     67K 
                (Details)                                                        
27: R79         Shareholders' Equity Shareholder's Equity           HTML     38K 
                Dividends (Details)                                              
80: R80         Share-Based Compensation (Narrative) (Details)      HTML     39K 
33: R81         Share-Based Compensation (Stock Option and SAR      HTML     82K 
                Activity) (Details)                                              
109: R82         Share-Based Compensation (Restricted Share          HTML     57K  
                Activity) (Details)                                              
58: R83         Share-Based Compensation Other Share-Based          HTML     63K 
                Compensation Data (Details)                                      
87: R84         Share-Based Compensation (Share-Based Compensation  HTML     52K 
                Principal Fair Value Assumptions) (Details)                      
94: R85         Commitments and Contingencies (Details)             HTML     51K 
32: R86         Commitments and Contingencies Commitments and       HTML     49K 
                Contingencies Future Lease Payments (Details)                    
34: R87         Segment Financial Information Segment Financial     HTML     43K 
                Information (Narrative) (Details)                                
106: R88         Segment Financial Information (Details)             HTML    137K  
29: R89         Quarterly Financial Data Quarterly Financial Data   HTML     61K 
                (Unaudited) (Details)                                            
81: R90         Schedule I (Details)                                HTML     63K 
77: R91         Schedule I Condensed Balance Sheet (Details)        HTML    115K 
97: R92         Schedule I Condensed Balance Sheet (Parenthetical)  HTML     57K 
                (Details)                                                        
76: R93         Schedule I Condensed Income Statement (Details)     HTML     81K 
65: R94         Schedule I Condensed Cash Flow (Details)            HTML    104K 
102: R95         Schedule I Maturities of Commercial Paper and       HTML     48K  
                Long-Term Debt (Details)                                         
112: XML         IDEA XML File -- Filing Summary                      XML    180K  
20: EXCEL       IDEA Workbook of Financial Reports                  XLSX    450K 
48: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   4.30M 
11: EX-101.INS  XBRL Instance -- unh-20131231                        XML   6.54M 
13: EX-101.CAL  XBRL Calculations -- unh-20131231_cal                XML    317K 
14: EX-101.DEF  XBRL Definitions -- unh-20131231_def                 XML   1.48M 
15: EX-101.LAB  XBRL Labels -- unh-20131231_lab                      XML   2.66M 
16: EX-101.PRE  XBRL Presentations -- unh-20131231_pre               XML   1.75M 
12: EX-101.SCH  XBRL Schema -- unh-20131231                          XSD    284K 
24: ZIP         XBRL Zipped Folder -- 0000731766-14-000008-xbrl      Zip    465K 


‘EX-10.34’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 <!   C:   C: 
  UNH EX 10.34 12.31.2013  


Exhibit 10.34

EMPLOYMENT AGREEMENT

This Agreement is between Marianne D. Short (“Executive”) and United HealthCare Services, Inc. (“UnitedHealth Group”), and is effective once approved by the Compensation and Human Resources Committee of the Board of Directors of UnitedHealth Group. Executive’s first day of employment will be January 1, 2013 (the “Effective Date”). This Agreement’s purposes are to set forth certain terms of Executive’s employment by UnitedHealth Group or one of its affiliates and to protect UnitedHealth Group’s knowledge, expertise, customer relationships, and confidential information. Unless the context otherwise requires, “UnitedHealth Group” includes all its affiliated entities.    
1.    Employment and Duties.
A.
Employment.    UnitedHealth Group hereby employs Executive, and Executive accepts employment, under this Agreement’s terms.
B.
Title and Duties. Executive will be employed as the Executive Vice President and Chief Legal Officer of UnitedHealth Group Incorporated, will be duly appointed an officer of UnitedHealth Group Incorporated and will report directly to the Chief Executive Officer of UnitedHealth Group Incorporated. Executive will perform such duties, and exercise such supervision and control, as are commonly associated with Executive’s position, as well as perform such other duties as are reasonably assigned to Executive. Executive will devote substantially all of Executive’s business time and energy to Executive’s duties. Executive will maintain operations in Executive’s area of responsibility, and make every reasonable effort to ensure that the employees within that area of responsibility act, in compliance with applicable law and UnitedHealth Group’s Code of Conduct, as amended from time to time. Executive is subject to all of UnitedHealth Group’s employment policies and procedures (except as specifically superseded by this Agreement).
2.     Compensation and Benefits.
A.
Base Salary. Executive’s initial annual base salary will be $750,000.00, less applicable withholdings and deductions, payable according to UnitedHealth Group’s regular payroll schedule. Periodic adjustments to Executive’s base salary may be made in UnitedHealth Group’s sole discretion.
B.
Incentive Compensation. Executive will be eligible to participate in UnitedHealth Group’s incentive compensation plans in UnitedHealth Group’s discretion and in accordance with the plans’ terms and conditions. Executive’s initial annual target bonus potential will be 100% of annual base salary, and the initial long-term (3-year) cash incentive target bonus potential will be 50% of annual base salary, subject to periodic adjustments in UnitedHealth Group’s discretion.




C.
Equity Awards. Executive will be eligible for stock-based awards in UnitedHealth Group’s discretion. In accordance with guideline amounts authorized by UnitedHealth Group’s Compensation and Human Resources Committee, management will recommend that, in connection with the annual grant process in February, 2013, Executive be awarded equity compensation in the form of (i) Restricted Stock Units with a value of $1,000,000, (ii) Performance-Based Restricted Stock Units with a value of $1,000,000, at target for the performance period January 1, 2013 through December 31, 2015, and (iii) Non-Qualified Stock Options (Options) with a Financial Accounting Standards (FAS) value of $1,000,000. Subject to the terms of the applicable equity award certificate and the UnitedHealth Group Incorporated 2011 Stock Incentive Plan, the Restricted Stock Units (other than the Performance-Based Restricted Stock Units) and Options shall vest 25% on each of the first through fourth anniversaries of the grant date.
UnitedHealth Group’s governance policy stipulates that its Compensation and Human Resources Committee can only grant equity awards at regularly scheduled quarterly committee meetings. Accordingly, Executive’s recommended grant will be reviewed by the Committee at its next regularly scheduled quarterly meeting following the Effective Date. The number of shares comprising the Options award will be calculated the day of the Committee meeting using the closing price of UnitedHealth Group stock on that day that the calculation is made. The actual grant price of the Options award will be the closing price of UnitedHealth Group stock on the day of the Committee meeting. The number of shares comprising the recommended restricted stock grant will be calculated the day of the Committee meeting using the closing price of UnitedHealth Group stock on that day.
D.
Employee Benefits. Executive will be eligible to participate in UnitedHealth Group’s employee welfare, retirement, and other benefit plans on the same basis as other similarly situated executives, in accordance with the terms of the plans. Executive will be eligible for Paid Time Off in accordance with UnitedHealth Group’s policies. UnitedHealth Group reserves the right to amend or discontinue any plan or policy at any time in its sole discretion. In addition to the Company’s generally available benefits, UnitedHealth Group shall provide Executive, at UnitedHealth Group’s expense during the term of Executive’s employment, a $2 million face value term life insurance policy and a long term disability policy which covers 60% of base salary in the event of a qualifying long term disability, subject to the policy terms.
E.
Sign-On Compensation. In connection with the commencement of Executive’s employment, UnitedHealth Group also agrees (i) in accordance with guideline amounts authorized by UnitedHealth Group’s Compensation and Human Resources Committee, management will recommend that Executive be awarded equity compensation, in addition to that referenced in Section 2(A) above, in the form of restricted stock units with a value of $1,000,000, which will be reviewed by the

2



Committee at its next regularly scheduled quarterly meeting in February, 2013, and (ii) to pay Executive a sign-on bonus of $250,000.00, less withholdings and deductions. Provided that Executive has signed Executive’s Agreement to Repay Sign-On Bonus, the terms of which are incorporated herein by reference, the sign-on bonus will be paid on the first regular payroll cycle following thirty days after the Effective Date. The number of shares comprising the recommended restricted stock grant will be calculated the day of the Committee meeting using the closing price of UnitedHealth Group stock on that day. Subject to the terms of the applicable equity award certificate and the UnitedHealth Group Incorporated 2011 Stock Incentive Plan, the Restricted Stock Units shall vest 25% on each of the first through fourth anniversaries of the grant date.
3.     Termination of Employment.
A.
By Mutual Agreement. The parties may terminate Executive’s employment at any time by mutual agreement.

B.
By UnitedHealth Group without Cause. UnitedHealth Group may terminate Executive’s employment without Cause upon 90 days’ prior written notice.

C.
By UnitedHealth Group with Cause. UnitedHealth Group may terminate Executive’s employment at any time for Cause. “Cause” means Executive’s (a) material failure to follow UnitedHealth Group’s reasonable direction or to perform any duties reasonably required on material matters, (b) material violation of, or failure to act upon or report known or suspected violations of, UnitedHealth Group’s Code of Conduct, as amended from time to time, (c) conviction of any felony, (d) commission of any criminal, fraudulent, or dishonest act in connection with Executive’s employment, (e) material breach of this Agreement, or (f) conduct that is materially detrimental to UnitedHealth Group’s interests. UnitedHealth Group will, within 120 days of discovery of the conduct, give Executive written notice specifying the conduct constituting Cause in reasonable detail and Executive will have 60 days to remedy such conduct, if such conduct is reasonably capable of being remedied. In any instance where the Company may have grounds for Cause, failure by the Company to provide written notice of the grounds for Cause within 120 days of discovery shall be a waiver of its right to assert the subject conduct as a basis for termination for Cause.

D.
By Executive without Good Reason. Executive may terminate Executive’s employment at any time for any reason, including due to Executive’s retirement.

E.
By Executive for Good Reason. Executive may terminate Executive’s employment for Good Reason, as defined below. Executive must give UnitedHealth Group written notice specifying in reasonable detail the circumstances constituting Good Reason, within 120 days of becoming aware of

3



such circumstances, or such circumstances will not constitute Good Reason. If the circumstances constituting Good Reason are reasonably capable of being remedied, UnitedHealth Group will have 60 days to remedy such circumstances. “Good Reason” will exist if UnitedHealth Group takes any of the following actions, without Executive’s consent: (a) reduces Executive’s base salary or target bonus percentage other than in connection with a general reduction affecting a group of employees; (b) moves Executive’s primary work location more than 50 miles; (c) makes changes that substantially diminish Executive’s duties or responsibilities; or (d) changes the Executive’s reporting relationship.
    
F.
Due to Executive’s Death or Disability. Executive’s employment will terminate automatically if Executive dies, effective as of the date of Executive’s death. UnitedHealth Group may terminate Executive’s employment due to Executive’s disability that renders Executive incapable of performing the essential functions of Executive’s job, with or without reasonable accommodation. Executive will not be entitled to Severance Benefits under Section 4 in the event of termination due to Executive’s death or disability.
4.
Severance Benefits.
A.
Circumstances under Which Severance Benefits Payable. Executive will be entitled to Severance Benefits only if Executive’s employment is terminated by UnitedHealth Group without Cause or if Executive terminates employment for Good Reason. Whether Executive has had a termination of employment will be determined in a manner consistent with the definition of “Separation from Service” under Section 409A of the Internal Revenue Code of 1986 and its accompanying regulations (“Section 409A”) and will be referred to herein as a “Termination.” For purposes of this Agreement, Executive will be considered to have experienced a Termination as of the date that the facts and circumstances indicate that it is reasonably anticipated that Executive will provide no further services after such date or that the level of bona fide services that Executive is expected to perform permanently decreases to no more than 20% of the average level of bona fide services that Executive performed over the immediately preceding 36-month period In consideration of the Severance Benefits in this Agreement, Executive waives any payments or benefits to which Executive otherwise might be or become entitled under any UnitedHealth Group severance plan or program.
B.
Severance Benefits. Subject to Section 4.C, Executive shall be entitled to the following Severance Benefits if Executive experiences a Termination under the circumstances described in Section 4.A above:
(i) Two times Executive’s annualized base salary as of Executive’s Termination.

4



(ii) Any bonus or incentive compensation paid or payable to Executive for the two most recent calendar years (excluding equity-related awards, payments under any long-term or similar benefit plan, or any other special or one-time bonus or incentive compensation payments); provided, however, that if termination occurs within two years following the Effective Date, the amount payable under this paragraph will be two times Executive’s target incentive.
(iii) $12,000 lump sum payment, minus applicable deductions, to offset costs of COBRA, which amount will be paid within 60 days following Termination.
(iv) Outplacement services consistent with those provided to similarly situated executives provided by an outplacement firm selected by UnitedHealth Group.
The Severance Benefits in Sections 4.B.(i)-(ii) will be paid out, minus applicable deductions, including deductions for tax withholding, in equal bi-weekly payments on the regular payroll cycle over the 24-month period following Executive’s Termination. Commencement of payments shall begin on the first payroll date that is at least 60 days after the date of Executive’s Termination (the “Starting Date”), provided that Executive has satisfied the requirement in Section 4.C. The first payment on the Starting Date shall include those payments that would have been previously paid if the payments of the severance compensation had begun on the first payroll date following the date of Executive’s Termination. Executive’s entitlement to the payments of the severance compensation described in Sections 4.B(i)-(ii) shall be treated as the entitlement to a series of separate payments for purposes of Section 409A.
If Executive is a “Specified Employee” (within the meaning of Section 409A and determined pursuant to procedures adopted by UnitedHealth Group) at the time of Executive’s Termination and any amount that would be paid to Executive during the six-month period following Termination constitutes “Deferred Compensation” (within the meaning of Section 409A), such amount shall not be paid to Executive until the later of (i) six months after the date of Executive’s Termination, and (ii) the payment date or commencement date specified in this Agreement for such payment(s). On the first regular payroll date following the expiration of such six-month period (or if Executive dies during the six-month period, the first payroll date following the death), all payments that were delayed pursuant to the preceding sentence shall be paid to Executive in a single lump sum and thereafter all payments shall be made as if there had been no such delay. All Severance Benefits described in Section 4.B shall be paid by, and no further severance compensation shall be paid or payable after, December 31 of the second calendar year following the year in which Executive’s Termination occurs.
C.
Separation Agreement and Release Required. In order to receive any Severance Benefits under this Agreement, Executive must timely sign a separation agreement

5



and release of claims in a form determined by UnitedHealth Group in its discretion. UnitedHealth Group shall provide to Executive a form of separation agreement and release of claims no later than three (3) days following Executive’s date of Termination. If Executive does not timely execute and deliver to UnitedHealth Group such separation agreement and release, or if Executive does so, but then revokes it if permitted by and within the time required by applicable law, UnitedHealth Group will have no obligation to pay severance compensation to Executive.
5.
Property Rights, Confidentiality, Non-Disparagement, and Restrictive Covenants.
A.UnitedHealth Group’s Property.

i.
Assignment of Property Rights. Executive must promptly disclose in writing to UnitedHealth Group all inventions, discoveries, processes, procedures, methods and works of authorship, whether or not patentable or copyrightable, that Executive alone or jointly conceives, makes, discovers, writes or creates, during working hours or on Executive’s own time, during this Agreement’s term (the “Works”). Executive hereby assigns to UnitedHealth Group all Executive’s rights, including copyrights and patent rights, to all Works. Executive must assist UnitedHealth Group as it reasonably requires to perfect, protect, and use its rights to the Works. This provision does not apply to any Work for which no UnitedHealth Group equipment, supplies, facility or trade secret information was used and: (1) which does not relate directly to UnitedHealth Group’s business or actual or demonstrably anticipated research or development, or (2) which does not result from any work performed for UnitedHealth Group.
ii.
No Removal of Property. Executive may not remove from UnitedHealth Group’s premises any UnitedHealth Group records, documents, data or other property, in either original or duplicate form, except as necessary in the ordinary course of UnitedHealth Group’s business.
iii.
Return of Property. Executive must immediately deliver to UnitedHealth Group, upon termination of employment, or at any other time at UnitedHealth Group’s request, all UnitedHealth Group property, including records, documents, data, and equipment, and all copies of any such property, including any records or data Executive prepared during employment.

B.
Confidential Information. Executive will be given access to and provided with sensitive, confidential, proprietary and trade secret information (“Confidential Information”) in the course of Executive’s employment. Examples of Confidential

6



Information include: inventions; new product or marketing plans; business strategies and plans; merger and acquisition targets; financial and pricing information; computer programs, source codes, models and databases; analytical models; customer lists and information; and supplier and vendor lists and other information which is not generally available to the public. Executive agrees not to disclose or use Confidential Information, either during or after Executive’s employment with UnitedHealth Group, except as necessary to perform Executive’s UnitedHealth Group duties or as UnitedHealth Group may consent in writing.
C.
Non-Disparagement. Executive agrees not to criticize, make any negative comments about or otherwise disparage UnitedHealth Group or those associated with it, whether orally, in writing or otherwise, directly or by implication, to any person or entity, including UnitedHealth Group customers or agents.
D.
Restrictive Covenants. Executive agrees to the restrictive covenants in this Section in consideration of Executive’s employment and UnitedHealth Group’s promises in this Agreement, including providing Executive access to Confidential Information. The restrictive covenants in this Section apply during Executive’s employment and for 24 months following termination of employment for any reason. Executive agrees that he/she will not, without UnitedHealth Group's prior written consent, directly or indirectly, for Executive or for any other person or entity, as agent, employee, officer, director, consultant, owner, principal, partner or shareholder, or in any other individual or representative capacity, engage in any of the following activities:    
i.
Non-Solicitation. Executive will not:
(a)
Solicit or conduct business with any business competitive with UnitedHealth Group from any person or entity: (1) who was a UnitedHealth Group provider or customer within the 12 months before Executive’s employment termination and with whom Executive had contact regarding UnitedHealth Group’s activity, products or services, or for whom Executive provided services or supervised employees who provided those services, or about whom Executive learned Confidential Information during employment related to UnitedHealth Group’s provision of products and services to such person or entity, or (2) was a prospective provider or customer UnitedHealth Group solicited within the 12 months before Executive’s employment termination and with whom Executive had contact for the purposes of soliciting the person or entity to become a provider or customer of UnitedHealth Group, or supervised employees who had those contacts, or about whom Executive learned Confidential Information during employment related to



7



UnitedHealth Group’s provision of products and services to such person or entity;
(b)
Raid, hire, employ, recruit or solicit any UnitedHealth Group employee or consultant who possesses Confidential Information of UnitedHealth Group to leave UnitedHealth Group to join a competitor;
(c)
Induce or influence any UnitedHealth Group employee, consultant, or provider who possesses Confidential Information of UnitedHealth Group to terminate his, her or its employment or other relationship with UnitedHealth Group; or
(d)
Assist anyone in any of the activities listed above.
ii.
Non-Competition. Executive will not:
(a)
Engage in or participate in any activity that competes, directly or indirectly, with any UnitedHealth Group activity, product or service that Executive engaged in, participated in, or had Confidential Information about during Executive’s last 36 months of employment with UnitedHealth Group; or
(b)
Assist anyone in any of the activities listed above.
Notwithstanding the foregoing, Section 5.D.i(a) and 5.D.ii will apply only to the extent permissible under the ABA Model Rules of Professional Conduct’s provisions regarding restrictions on the right to practice law or any applicable state counterpart.
iii.
Because UnitedHealth Group’s business competes on a nationwide basis, the Executive’s obligations under this “Restrictive Covenants” section shall apply on a nationwide basis anywhere in the United States.
iv.
To the extent Executive and UnitedHealth Group agree at any time to enter into separate agreements containing restrictive covenants with different or inconsistent terms than those contained herein, Executive and UnitedHealth Group acknowledge and agree that such different or inconsistent terms shall not in any way affect or have relevance to the Restrictive Covenants contained herein.
Executive agrees that the provisions of this Section 5 are reasonable and necessary to protect the legitimate interests of UnitedHealth Group.

8



E.
Cooperation and Indemnification. Executive agrees to cooperate fully (i) with UnitedHealth Group in the investigation, prosecution or defense of any potential claims or concerns regarding UnitedHealth Group’s business about which Executive has relevant knowledge, including by providing truthful information and testimony as reasonably requested by UnitedHealth Group, and (ii) with all government authorities on matters pertaining to any investigation, litigation or administrative proceeding concerning UnitedHealth Group. UnitedHealth Group will reimburse Executive for any reasonable travel and out-of-pocket expenses incurred by Executive in providing such cooperation. UnitedHealth Group will indemnify Executive, in accordance with the Minnesota Business Corporation Act, for all claims and other covered matters arising in connection with Executive’s employment.
F.
Injunctive Relief. Executive agrees that (a) legal remedies (money damages) for any breach of Section 5 will be inadequate, (b) UnitedHealth Group will suffer immediate and irreparable harm from any such breach, and (c) UnitedHealth Group will be entitled to injunctive relief from a court in addition to any legal remedies UnitedHealth Group may seek in arbitration. If an arbitrator or court determines that Executive has breached any provision of Section 5, Executive agrees to pay to UnitedHealth Group its reasonable costs and attorney’s fees incurred in enforcing that provision.
6.    Miscellaneous.
A.
Tax Withholding. All compensation payable under this Agreement will be subject to applicable tax withholding and other required or authorized deductions.
B.
Assignment. Executive may not assign this Agreement. UnitedHealth Group may assign this Agreement. Any successor to UnitedHealth Group will be deemed to be UnitedHealth Group under this Agreement.
C.
Entire Agreement; Amendment. This Agreement contains the parties’ entire agreement regarding its subject matter and may only be amended in a writing signed by the parties. This Agreement supersedes any and all prior oral or written employment agreements (including letters and memoranda) between Executive and UnitedHealth Group or its predecessors. This Agreement does not supersede the terms of any stock option, restricted stock, or stock appreciation rights plan or award.
D.
Choice of Law. Minnesota law governs this Agreement.
E.
Waivers. No party’s failure to exercise, or delay in exercising, any right or remedy under this Agreement will be a waiver of such right or remedy, nor will any single

9



or partial exercise of any right or remedy preclude any other or further exercise of such right or remedy.

F.
Narrowed Enforcement and Severability. If a court or arbitrator decides that any provision of this Agreement is invalid or overbroad, the parties agree that the court or arbitrator should narrow such provision so that it is enforceable or, if narrowing is not possible or permissible, such provision should be considered severed and the other provisions of this Agreement should be unaffected.

G.
Dispute Resolution and Remedies. Except for injunctive relief under Section 5.F, any dispute between the parties relating to this Agreement or to Executive’s employment will be resolved by binding arbitration under UnitedHealth Group’s Employment Arbitration Policy, as it may be amended from time to time. The arbitrator(s) may not vary this Agreement’s terms and must apply applicable law.

H.
Payment of Deferred Compensation - Section 409A. To the extent applicable, it is intended that the compensation arrangements under this Agreement be in full compliance with Section 409A. This Agreement shall be construed in a manner to give effect to such intention. In no event whatsoever shall UnitedHealth Group be liable for any tax, interest or penalties that may be imposed on Executive under Section 409A. UnitedHealth Group shall have no obligation to indemnify or otherwise hold Executive harmless from any such taxes, interest or penalties, or from liability for any damages related thereto.
I.
Electronic Transmission/Counterparts. The executed version of this Agreement may be delivered by facsimile or email, and upon receipt, such transmission shall be deemed delivery of an original. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, and all of which together will constitute one document.

United HealthCare Services, Inc.
 
Executive
 
 
 
By /s/ Lori Sweere
 
Its EVP/Human Capital
 
 
 
 
 
Date 12-5-12
 
Date 12-5-12




10

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
12/31/1510-K,  11-K
Filed on:2/12/144,  4/A
For Period end:12/31/1311-K,  4,  ARS
1/1/13
 List all Filings 


1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/15/22  UnitedHealth Group Inc.           10-K       12/31/21  113:19M
Top
Filing Submission 0000731766-14-000008   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Wed., Apr. 24, 1:21:23.1am ET