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As Of Filer Filing For·On·As Docs:Size 2/12/14 Unitedhealth Group Inc 10-K 12/31/13 115:25M |
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 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UNH EX 10.34 12.31.2013 |
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). |
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. |
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 |
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 |
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: |
C. | Separation
Agreement and Release Required. In order to receive any Severance Benefits under this Agreement, Executive must timely sign a separation agreement |
5. | Property Rights, Confidentiality, Non-Disparagement, and Restrictive Covenants. |
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 |
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 |
(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. |
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. |
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. |
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 |
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 |
This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
12/31/15 | 10-K, 11-K | |||
Filed on: | 2/12/14 | 4, 4/A | ||
For Period end: | 12/31/13 | 11-K, 4, ARS | ||
1/1/13 | ||||
List all Filings |
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 |