This Agreement is made by and between David Koppe ("Employee") and United HealthCare Services, Inc.
("UHS") (when used in this Agreement, UHS includes any affiliated entity of UHS) for the purpose of setting forth
certain terms and conditions of Employee's employment by UHS and to protect UHS's knowledge, expertise,
customer relationships and the confidential information UHS has developed about its customers, products,
operations and services. As of the Effective Date, this Agreement supersedes any prior employment-related
agreement or agreements between Employee and UHS or any subsidiary or affiliate of UHS but does not
supersede the Release Agreements that UHS and I execute.
1. EMPLOYMENT AND DUTIES.
A. EMPLOYMENT. UHS hereby directly or through its subsidiaries employs Employee. Employee accepts
such employment on the terms and conditions set forth in this Agreement and, except as specifically superseded
by this Agreement, subject to all of UHS's policies and procedures in regard to its employees.
B. DUTIES. Employee shall perform such duties as are commonly associated with his/her position or as are
reasonably assigned to Employee by his/her supervisor from time-to-time. Employee acknowledges that he will
not be employed as Chief Financial Officer effective July 1, 1998. After that date, Employee will provide services
to UHS regarding financial and other related issues as requested by senior management on a flexible work
schedule to be mutually determined by Employee and the Senior Executive Vice-President. Employee shall be
generally available to senior management during regular business hours and shall remain classified as a full-time
A. BASE SALARY. Employee shall be paid a base annual salary in the amount of $367,500 payable bi-weekly,
less all applicable withholdings and deductions.
B. VACATION; ILLNESS. Employee shall be entitled to paid vacation and sick leave each year in accordance
with UHS's then-current polici