Exhibit 10.7
SEPARATION AND RELEASE
AGREEMENT
THIS SEPARATION AND RELEASE
AGREEMENT (“Agreement”) is between Thomas L.
Strickland (“I”, “me” or “my”)
and United HealthCare Services, Inc. (“Employer”).
Employer and I agree:
1. Termination . My
employment with Employer terminated on January 21, 2009 (the
“Resignation Date.”)
2. Vesting and Extension of Stock
Appreciation Rights and Restricted Stock Awards . Employer
agrees that, notwithstanding anything to the contrary in the
applicable award documents, simultaneously with my departure on the
Resignation Date, my Stock Appreciation Rights Award granted on
June 5, 2008, covering 203,642 shares of UnitedHealth Group
Incorporated common stock, and my Stock Appreciation Rights Award
granted on May 28, 2007, covering 175,000 shares of
UnitedHealth Group Incorporated common stock, shall be fully vested
and exercisable and shall remain exercisable until the original
Expiration Date set forth in the corresponding award
document.
In addition, Employer agrees that,
notwithstanding anything to the contrary in the applicable award
documents, the equity awards listed below that are not already
vested shall be fully vested, and the restrictions as to
transferability shall lapse, simultaneously with my departure on
the Resignation Date:
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Restricted Stock Award granted on
May 28, 2007 covering 50,000 shares of UnitedHealth Group
Incorporated common stock;
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Restricted Stock Award granted on
February 19, 2008 covering 65,000 shares of UnitedHealth Group
Incorporated common stock;
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Restricted Stock Unit Award
granted on June 5, 2008 covering 36,452 shares of UnitedHealth
Group Incorporated common stock
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Except as otherwise expressly
provided in this Section 2, the Stock Appreciation Rights
Awards, Restricted Stock Awards, and Restricted Stock Unit Award
referred to above shall remain subject to their respective terms
and conditions.
3. Release . In return for
the consideration set forth above in Section 2, I release the
following parties from all claims I may have, known or unknown,
against them:
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Employer’s parent,
subsidiary and affiliated companies;
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Employer’s predecessors;
and
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All of the above companies’
agents, directors, officers, employees, representatives,
shareholders, successors and assigns, past and present.
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My release of claims includes all
claims related to my employment with Employer or the termination of
my employment. For example, my release includes claims based
on:
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Any federal statute, including:
the False Claims Act (including any right to share in any recovery
by the United States government); Title VII of the Civil Rights Act
of 1964; the Civil Rights Act of 1866; the Civil Rights Act of
1874; the Age Discrimination in Employment Act (ADEA); the Equal
Pay Act; the Americans with Disabilities Act; the Employee
Retirement Income Security Act of 1974; and the National Labor
Relations Act;
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Any state statute, including
discrimination and whistleblower statutes;
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Any express or implied contract
or agreement, whether in writing or oral, including the Employment
Agreement dated May 28, 2007 as amended effective
December 31, 2008 between Employer and me;
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Any tort, such as defamation,
misrepresentation, infliction of emotional distress, or
fraud;
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Any other legal
theory.
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My release also waives my right to
begin or continue any complaint under Employer’s Internal
Dispute Resolution (IDR) policy.
My release does not: (i) affect
my right to obtain any vested and nonforfeitable balance in my
accounts under any retirement plan; (ii) preclude me from
exercising any conversion or continuation coverage rights
I
may have under Employer’s welfare benefit
plans; or (iii) waive my right to file an administrative
charge with or participate in an administrative proceeding
conducted by any governmental agency concerning my employment,
although my release does waive my right to receive any individual
remedy, including monetary damages, in connection with any
charge.
4. Cooperation and Assistance
. I agree that I will cooperate (i) with Employer and its
affiliates in the defense of any legal claim involving any matter
that arose during my employment with Employer, and (ii) with
all government authorities on matters pertaining to any
investigation, litigation or administrative proceeding concerning
Employer or its affiliates. Employ
