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Exhibit
10.32
NONCOMPETE AND
TRANSITION AGREEMENT
THIS NONCOMPETE AND
TRANSITION AGREEMENT (“Agreement”) is between Lois
Quam (“Executive”) and United HealthCare Services, Inc.
(“UNH”).
WHEREAS, Executive voluntarily resigned
her employment with UNH effective September 15, 2007
(“Resignation Date”).
WHEREAS, UNH believes it is
in the best interests of the Company to obtain non-compete and
non-solicitation agreements from Executive for a duration that is
longer than the noncompete agreement currently applicable to
Executive.
NOW THEREFORE, the parties
agree as follows:
1. Non-Compete .
Executive agrees, for 24 months following her Resignation Date, not
to engage or participate, directly or indirectly, for Executive or
for any other person or entity, as agent, employee, officer,
director, consultant, owner, principal, partner or shareholder, or
in any other individual or representative capacity, in, or in any
way render services or assistance to, any business that competes,
directly or indirectly, with any UnitedHealth Group product or
service that Executive participated in, engaged in, or had
Confidential Information (as defined in Executive’s
employment agreement) during Executive’s employment;
provided, however, that this Section 1 will not prevent
Executive from being employed by, or working as a consultant to, or
serving on the board of, or being an owner or an investor in, a
private equity firm. UNH agrees that Executive’s position as
Managing Director, Alternative Investments at Piper Jaffray does
not violate this provision. If, in the future, within the 24-month
noncompetition period, Executive wishes to change her role in the
health care industry, Executive will consult in advance with UNH to
determine whether UNH reasonably believes such a changed role
violates this provision. Executive agrees that UNH is required to
pay the compensation described in Section 4 only so long as
Executive remains in compliance with her obligations under Sections
1 and 2.
2. Non-Solicitation .
Executive agrees, for 24 months following her Resignation Date,
Executive shall not (1) recruit or solicit any UnitedHealth
Group employee or consultant or (2) directly or indirectly
solicit, divert, or take away, or attempt to solicit, divert, or
take away, any person or entity who was a UnitedHealth Group
provider or customer within 12 months of the Resignation Date and
with whom Executive had contact to further UnitedHealth
Group’s business or for whom Executive performed services or
supervised the provision of services during Executive’s
employment.
3. Confidential
Information . Executive has received access to and provided
with sensitive, confidential, proprietary and trade secret
information (“Confidential Information”) during the
course of Executive’s employment. Examples of Confidential
Information include: inventions; new product or marketing plans;
business strategies and plans; merger and acquisition targets;
financial and pricing information; computer programs, source codes,
models and databases; analytical models; customer lists and
information; and supplier and vendor lists and information.
Executive agrees not to disclose or use Confidential Information
after Executive’s employment with UNH, except as UNH may
consent in writing. This section 3 does not restrict use or
disclosure of publicly available information or information:
(i) that Executive obtained from a source other than UNH
before becoming employed by UNH or (ii) that Executive
received from a source outside UNH without an obligation of
confidentiality.
4. Consideration . In
consideration of Executive’s commitments under this
Agreement, including the noncompetition and non-solicitation
obligations under Sections 1, 2 and 3 of this Agreement, UNH will
pay Executive a lump sum of $1,762,000. Because Executive is
considered a “key employee” for purposes of
Section 409A of the I
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