Summary
This 8-K filing by UnitedHealth Group Inc. (UNH) on February 2, 2007, primarily details the employment agreement for George L. Mikan III, Executive Vice President and Chief Financial Officer, effective November 7, 2006. The agreement outlines his compensation, including a base salary of $650,000, eligibility for incentive bonuses (target 90% of base salary), and stock-based awards. It also specifies benefits such as a $2 million life insurance policy and long-term disability coverage. Key aspects for investors include the terms of termination and severance. If Mr. Mikan's employment is terminated by the Company without cause or by him for good reason, he is entitled to significant severance, including 200% of his annualized base salary and 200% of his average last two years' bonus, payable over 24 months. The filing also defines 'Cause' and 'Good Reason' for termination, providing clarity on potential future events and associated financial implications for the company. This agreement was filed to amend a previous report and includes non-solicitation and non-competition clauses.
Key Highlights
- 1Formalized employment agreement for CFO, George L. Mikan III, effective November 7, 2006.
- 2Base salary set at $650,000, with potential adjustments at the Compensation Committee's discretion.
- 3Target annual bonus of 90% of base salary, with actual payout determined by the Compensation Committee.
- 4Eligibility for stock-based awards at the Compensation Committee's discretion.
- 5Includes significant severance provisions: 200% of base salary and 200% of average bonus if terminated without cause or for good reason.
- 6Defines 'Cause' for termination by the company and 'Good Reason' for termination by the employee, including specific conditions and cure periods.
- 7Non-solicitation and non-competition clauses are in effect during employment and for two years post-termination.