UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 14, 2010
UNITEDHEALTH GROUP INCORPORATED
(Exact name of registrant as specified in its charter)
| Minnesota | 1-10864 | 41-1321939 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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UnitedHealth Group Center, 9900 Bren Road East, Minnetonka, Minnesota |
55343 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (952) 936-1300
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 14, 2010, Mr. Stephen Hemsley and UnitedHealth Group (the “Company”) entered into an amendment to Mr. Hemsley’s employment agreement to extend the Employment Period for four years to December 1, 2014. The amendment also clarifies that the scope of the non-competition provisions of the employment agreement will control to the extent such provisions are different from the terms of any other agreement between the Company and Mr. Hemsley. All other terms of the employment agreement are unchanged.
A copy of amendment to the employment agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
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Exhibit |
Description |
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| 10.1 | Amendment to Employment Agreement, dated as of December 14, 2010, between UnitedHealth Group Incorporated and Stephen J. Hemsley | |
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 15, 2010
| UNITEDHEALTH GROUP INCORPORATED | ||
| By: |
/s/ Dannette L. Smith |
|
| Dannette L. Smith | ||
| Secretary to the Board of Directors | ||
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EXHIBIT INDEX
|
Exhibit |
Description |
|
| 10.1 | Amendment to Employment Agreement dated as of December 14, 2010, between UnitedHealth Group Incorporated and Stephen J. Hemsley | |
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Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT AGREEMENT (the “Amendment”) modifies certain terms and conditions of the employment agreement dated November 7, 2006 between Stephen J. Hemsley (“Executive”) and UnitedHealth Group Incorporated or an affiliated entity (“UnitedHealth Group”), as amended by that Amendment to Employment Agreement and SERP dated December 31, 2008 (collectively the “Employment Agreement”) for purposes of extending the employment period to December 1, 2014 and revising certain non-competition provisions. Accordingly, notwithstanding anything else to the contrary in the Employment Agreement, Executive’s Employment Agreement is amended, effective December 14, 2010, as follows:
| 1. | Section 1 of the Employment Agreement is hereby deleted and replaced with the following: |
“ Employment . UnitedHealth Group agrees to employ Executive, and Executive hereby accepts such employment with the Company, upon the terms and conditions set forth in this Agreement, for the period beginning on the Effective Date and ending on December 1, 2014 (the “Employment Period”), unless sooner terminated in accordance with the terms of this Agreement. The Employment Period shall automatically be extended for successive additional one-year periods on December 1 st commencing December 1, 2014 unless either party to this Agreement provides the other party with notice of termination of this Agreement at least sixty (60) days prior to the date on which the Employment Period would be automatically extended for an additional one year.
| 2. | The first sentence of Section 4(d) of the Employment Agreement is hereby amended to replace the words “then current original four-year period” with the term “Employment Period”. |
| 3. | Section 5(c) is hereby amended to add the following sentence at the end thereof: |
“Notwithstanding the terms of any other agreement heretofore or hereafter entered into between the parties relating to non-competition restrictions, to the extent other agreements contain non-competition provisions wherein the scope of the activity restriction (excluding the duration and geographic limitations) are different or inconsistent with the non-competition provisions set out herein, Executive and the Company acknowledge and agree that the scope of the activity restriction in this paragraph 5(c) (excluding the duration and geographic limitations) shall control and replace the scope of activity duration (excluding the duration geographic limitation) in such other agreements.”
Except as expressly set forth in this Amendment, the Employment Agreement remains in full force and effect according to its terms.
| UNITEDHEALTH GROUP | STEPHEN J. HEMSLEY | |||||||
| By: |
/s/ Richard T. Burke |
By: |
/s/ Stephen J. Hemsley |
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| Date: |
November 24, 2010 |
Date: |
December 14, 2010 |
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