Exhibit 10(jj)
November 6, 2006
Mr. Richard T.
Burke
Chairman of the Board of Directors
UnitedHealth Group Incorporated
9900 Bren Road East
Minnetonka, Minnesota 55343
Dear Mr. Burke:
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 during the years 1994
through 2002 (the “ Subject Options ”). This
letter agreement will be effective on the date a duly authorized
representative of the Company executes the acceptance at the end of
this letter on behalf of the Company (such date, the “
Effective Date ”).
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.
As the Board of Directors is aware,
I have agreed to reprice the Subject Options, on the terms set
forth herein, to ensure that no unintended advantage accrued to me
from the Company’s determination of exercise prices under the
Company’s stock option plans from 1994 to 2002. This letter
agreement in no way constitutes an admission of wrongdoing or an
admission of any knowledge that the Company’s option
administration practices were in any way deficient.
|
|
The
|
Company and I
agree as follows:
|
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 Company’s common
stock as of the Measurement Date of each such Outstanding Subject
Option. If the closing price of the Company’s common stock on
the Measurement Date is less than the exercise price of the Subject
Option, there shall be no adjustment to the exercise
price.
2.
