AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 11th, 2009 • Unitedhealth Group Inc • Hospital & medical service plans
This AMENDMENT AGREEMENT (the “Amendment”) modifies certain terms and conditions of Executive’s employment agreement with UnitedHealth Care Services, Inc. or an affiliated entity (the “Employment Agreement”) for purposes of establishing documentary compliance with Section 409A of the Internal Revenue Code of 1986 and its accompanying regulations (“Section 409A”), and to permit ongoing operational compliance with Section 409A. Accordingly, in exchange for the mutual promises set forth below, notwithstanding anything else to the contrary in the Employment Agreement, Executive’s Employment Agreement is amended, effective December 31, 2008, as follows:
ContractUnitedhealth Group Inc • February 11th, 2009 • Hospital & medical service plans • Minnesota
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
RESTRICTED STOCK AWARDRestricted Stock Award Agreement • February 11th, 2009 • Unitedhealth Group Inc • Hospital & medical service plans
(“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.
RESTRICTED STOCK UNIT AWARDRestricted Stock Unit Award Agreement • February 11th, 2009 • Unitedhealth Group Inc • Hospital & medical service plans • Minnesota
(“Participant”) an award (the “Award”) to receive that number of restricted stock units (the “Restricted Stock Units”) indicated above in the box labeled “Number of Units,” each Restricted Stock Unit representing the right to receive one share of UnitedHealth Group Incorporated Common Stock, $.01 par value per share (the “Common Stock”), 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.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 11th, 2009 • Unitedhealth Group Inc • Hospital & medical service plans
This AMENDMENT AGREEMENT (the “Amendment”) modifies certain terms and conditions of Executive’s employment agreement with UnitedHealth Care Services, Inc. or an affiliated entity (the “Employment Agreement”) for the purposes of establishing documentary compliance with Section 409A of the Internal Revenue Code of 1986 and its accompanying regulations (“Section 409A”), and to permit ongoing operational compliance with Section 409A. Accordingly, in exchange for the mutual promises set forth below, notwithstanding anything else to the contrary in the Employment Agreement, Executive’s Employment Agreement is amended, effective December 31, 2008, as follows:
SETTLEMENT AGREEMENT dated as of JANUARY 14, 2009 by and among UNITED HEALTHCARE CORPORATION n/k/a UNITEDHEALTH GROUP, UNITED HEALTHCARE INSURANCE COMPANY, UNITED HEALTHCARE INSURANCE COMPANY OF NEW YORK, INC., UNITED HEALTHCARE OF THE MIDWEST, INC.,...Settlement Agreement • February 11th, 2009 • Unitedhealth Group Inc • Hospital & medical service plans • New York
This settlement agreement (the “Settlement Agreement”) is made and entered into as of the date set forth on the signature pages hereto by and through: (a) Counsel for Settling Plaintiffs (on behalf of themselves and each Settlement Class Member as defined in this Settlement Agreement) in American Medical Association, et al. v. United Healthcare Corporation, et al., pending in the United States District Court for the Southern District of New York, Master File No. 00-2800 (LMM) (GWG) (the “AMA Action”), Oborski v. United Healthcare Corporation, et al., pending in the United States District Court for the Southern District of New York, Master File. No. 00-7246 (LMM) (the “Oborski Action”) (the AMA and Oborski Actions are collectively referred to as the “United Healthcare Actions”), and Malchow, et al. v. Oxford Health Plans, Inc. et al., pending in the United States District Court for the District of New Jersey, Master File No. 08-935 (FSH) (PS) (the “Oxford Action”); and (b) Counsel for D
EMPLOYMENT AGREEMENTEmployment Agreement • February 11th, 2009 • Unitedhealth Group Inc • Hospital & medical service plans
This Agreement is between Larry Renfro (“Executive”) and United HealthCare Services, Inc. (“UnitedHealth Group”), and is effective as of Executive’s first day of employment with UnitedHealth Group (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.
AMENDMENT TO EMPLOYMENT AGREEMENT AND SERPEmployment Agreement and Serp • February 11th, 2009 • Unitedhealth Group Inc • Hospital & medical service plans
This AMENDMENT AGREEMENT (the “Amendment”) modifies certain terms and conditions of Executive’s employment agreement with UnitedHealth Care Services, Inc. or an affiliated entity (the “Employment Agreement”) and agreement for supplemental executive retirement pay (“SERP”) for purposes of establishing documentary compliance with Section 409A of the Internal Revenue Code of 1986 and its accompanying regulations (“Section 409A”), and to permit ongoing operational compliance with Section 409A. Accordingly, in exchange for the mutual promises set forth below, notwithstanding anything else to the contrary in the Employment Agreement and SERP, Executive’s Employment Agreement and SERP are amended, effective December 31, 2008, as follows:
STOCK APPRECIATION RIGHTS AWARD (STOCK SETTLED)Rights Award Agreement • February 11th, 2009 • Unitedhealth Group Inc • Hospital & medical service plans
(“Participant”) stock appreciation rights (the “Stock Appreciation Rights”) with respect to the number of shares of UnitedHealth Group Incorporated Common Stock, $.01 par value per share (the “Common Stock”), indicated above in the box labeled “Number of Shares” (the “Shares”). The initial value of each Share is indicated above in the box labeled “Grant Price.” This Award represents the right to receive shares of Common Stock (the “Issued Shares”) only when, and with respect to the number of Shares as to which, the Award has vested (the “Vested Shares”). This Award is subject to the terms and conditions set forth below and in 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.
