This excerpt taken from the UNH 8-K filed Dec 6, 2007.
Under the McGuire Agreement, the parties agree that:
Under the Lubben Agreement, the parties agree that:
Under the Spears Agreement, the fair settlement value of the Companys 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 individuals 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 individuals 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 Companys 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.