Exhibit 10(kk)
December 22, 2006
UnitedHealth Group
Incorporated
9900 Bren Road East
Minnetonka, Minnesota 55343
Ladies and Gentlemen:
This letter sets forth my agreement
with UnitedHealth Group Incorporated (the “ Company
”) concerning options to purchase shares of common stock of
the Company granted to me by the Company which vested in 2005 or
later that are potentially subject to a surtax under
Section 409A of the Internal Revenue Code of 1986 and the
rules and regulations thereunder (the “ Tax Code
”) (the “ Subject Options ”). This letter
agreement will be effective as of the date hereof.
I understand that the Company is in
the process of determining, in consultation with its independent
public accounting firm, the appropriate measurement date (“
Measurement Date ”) for the Subject Options and that
the closing price of the Company’s common stock on the
Measurement Date, when finally determined, is likely to be higher
than the stated exercise price of the Subject Options.
I desire to reprice the Subject
Options, on the terms set forth herein, to minimize, to the extent
possible, any additional tax under Section 409A of the Tax
Code, with respect to the Subject Options. This letter agreement in
no way constitutes an admission of wrongdoing by the Company or any
other person or an admission of any knowledge that the
Company’s option administration practices were or may have
been in any way deficient.
The Company and I agree as follows,
solely to the extent required to minimize additional tax pursuant
to Section 409A of the Tax Code:
1. Upon determination of the
appropriate Measurement Date of the Subject Options by the Company
(the “ Determination Date ”), the exercise price
of each Subject Option that remains outstanding as of the
Determination Date (each an “ Outstanding Subject
Option ”) shall be increased to equal the closing price
of the Comp
