UNH » Topics » Settlement Agreements

This excerpt taken from the UNH 8-K filed Dec 6, 2007.

Settlement Agreements

Under the McGuire Agreement, the parties agree that:

 

   

Dr. McGuire will surrender to the Company (1) all of his right, title and interest in stock options to acquire 9,223,360 shares of Company common stock, including all options unvested as of November 30, 2006; (2) all rights he has under the Company’s Supplemental Executive Retirement Plan, amounting to approximately $91 million; and (3) his rights to approximately $8 million in his Executive Savings Plan Account. Dr. McGuire will retain all of his other stock options for the purchase of Company common stock, and the exercise period for such options that are not subject to an injunction preventing their exercise will expire 90 days from the effective date of his agreement.

 

   

Dr. McGuire will relinquish claims to (1) Company-paid health care for himself and his family; (2) participation in any Company life, dental, short-term or long-term disability insurance plans; and (3) a Company-paid office, secretarial and administrative support, and the use of Company aircraft for personal business.

Under the Lubben Agreement, the parties agree that:

 

   

Mr. Lubben will surrender to the Company all of his right, title and interest in stock options to acquire 273,000 shares of Company common stock.

 

   

Mr. Lubben will repay to the Company $20.55 million of the compensation realized by him as a result of his March 2007 option exercises.

Under the Spears Agreement, the fair settlement value of the Company’s claims against Mr. Spears will be determined by binding arbitration.

Each of the McGuire Agreement and the Lubben Agreement contains customary mutual releases. The Settlement Agreements also provide that Dr. McGuire, Mr. Lubben and Mr. Spears will not seek indemnification from the Company or assert any right to any insurance coverage with respect to any property or rights paid or relinquished pursuant to their respective Settlement Agreements.


Each individual’s Settlement Agreement is also conditioned upon (1) final approval by the Federal Court and the State Court of all of its terms; and (2) the dismissal, with prejudice, of all claims against the individual and all other defendants in the derivative actions. If either condition is not satisfied, then that individual’s Settlement Agreement will become null and void in its entirety and will have no force or effect. In addition, pursuant to the requirements of the Minnesota Human Rights Act, Dr. McGuire and Mr. Lubben may revoke their Settlement Agreements at any time up to 15 days after signing, in which case the Settlement Agreements will become null and void in its entirety and will have no force or effect.

The Settlement Agreements and the dismissal of the derivative actions are subject to notice to the Company’s shareholders and approval by the Federal Court and the State Court.

The above summary of the Settlement Agreements is qualified by reference to the complete text of the McGuire Agreement and the Lubben Agreement filed herewith as Exhibits 10.1 and 10.2 and incorporated by reference herein.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers
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