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 . Execu