This Agreement is between Larry Renfro (“Executive”) and United HealthCare Services, Inc. (“UnitedHealth Group”), and
is effective as of Executive’s first day of employment with UnitedHealth Group (the “Effective Date”). This Agreement’s
purposes are to set forth certain terms of Executive’s employment by UnitedHealth Group or one of its affiliates and to protect
UnitedHealth Group’s knowledge, expertise, customer relationships, and confidential information. Unless the context otherwise
requires, “UnitedHealth Group” includes all its affiliated entities.
UnitedHealth Group’s governance policy stipulates that its Compensation and Human Resources Committee can only
grant equity awards at regularly scheduled quarterly committee meetings. Accordingly, Executive’s recommended
grant will be reviewed by the Committee at its next regularly scheduled quarterly meeting following the Effective Date.
The Black-Scholes value of SAR awards will be calculated within a period of approximately ten days prior to day of
the Committee meeting using the closing price of UnitedHealth Group stock on that day that the calculation is made
and an assumed life of 10 years, consistent with the term of the SAR award agreement. The actual grant price of SAR
awards will be the closing price of UnitedHealth Group stock on the day of the Committee meeting. The number of
shares comprising the recommended restricted stock grant will be calculated within a period of approximately ten days
prior to the day of the Committee meeting using the closing price of UnitedHealth Group stock on the day that the
calculation is made, and will be calculated by dividing $3,000,000 by that closing price.
Employment and Duties .
A. Employment . UnitedHealth Group hereby employs Executive, and Executive accepts employment, under this
B. Title and Duties . Executive will be employed as the Executive Vice President for UnitedHea