EMPLOYMENT AGREEMENT
This Agreement is between Wayne S. DeVeydt (“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.
1.Employment and Duties.
A.Employment. UnitedHealth Group hereby employs Executive, and Executive accepts employment,
under this Agreement’s terms.
B.Title and Duties. Executive will be employed as Executive Vice President and Chief Financial
Officer, UnitedHealth Group. Executive will perform such duties, and exercise such
supervision and control, as are commonly associated with Executive’s position, as well as
perform such other duties as are reasonably assigned to Executive. Executive will devote
substantially all of Executive’s business time and energy to Executive’s duties. Executive
will maintain operations in Executive’s area of responsibility and make every reasonable
effort to ensure that the employees within that area of responsibility act in compliance with
applicable law and UnitedHealth Group’s Code of Conduct, as amended from time to time.
Executive is subject to all of UnitedHealth Group’s employment policies and procedures
(except as specifically superseded by this Agreement).
2.Compensation and Benefits.
A.Base Salary. Executive’s initial annual base salary will be $1,000,000, less applicable
withholdings and deductions, payable according to UnitedHealth Group’s regular payroll
schedule. Periodic adjustments to Executive’s base salary may be made in UnitedHealth
Group’s sole discretion.
B.Incentive Compensation. Executive will be eligible to participate in UnitedHealth Group’s
incentive compensation plans in UnitedHealth Group’s discretion and in accordance with the
plans’ terms and conditions. Executive’s initial target bonus potential will be 200% of annual
base salary, subject to periodic adjustments in UnitedHealth Group’s sole discretion. For
calendar year 2025, Executive’s bonus, if any, will not be prorated.
C.Stock Plan Award Program. Executive will be eligible to participate in UnitedHealth Group’s
stock plan award program at UnitedHealth Group’s sole discretion and in accordance with the
program’s terms and conditions. Executive’s initial annual stock plan award target will be
$10,000,000. In addition, in 2026, Executive will be eligible for an additional performance-
based restricted stock unit award of $1,500,000 for the 2026-2028 performance period,
subject to the performance vesting criteria and other terms of that performance period. The
grant value, frequency, and terms of stock plan awards are at UnitedHealth Group’s sole
discretion.
D.Sign-On Stock Plan Award. In accordance with guideline amounts authorized by UnitedHealth
Group’s Compensation and Human Resources Committee, management will recommend that
Executive be awarded an initial, sign-on stock plan award of $6,500,000 consisting of Non-
Qualified Stock Options (Options) with a Financial Accounting Standards (FAS) value of
$3,250,000 and Restricted Stock Units with a value of $3,250,000. This award will vest 25%
on each anniversary date of the grant, over a four-year period (or such earlier vesting
schedule as determined by the Committee) and will be subject to the terms and conditions of
the specific Option award agreement, including
certain restrictive covenants, and the UnitedHealth Group Incorporated 2020 Stock Incentive
Plan.
UnitedHealth Group’s governance policy stipulates that its Compensation and Human
Resources Committee can only grant stock plan 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 number of shares comprising the recommended grant will be calculated the day of the
Committee meeting using the closing price of UnitedHealth Group stock on the day the
calculation is made. The actual grant price of the Options award will be the closing price of
UnitedHealth Group stock on the day of the Committee meeting.
E.Sign-On Bonus. UnitedHealth Group agrees to pay Executive a sign-on bonus of $1,200,000, less
applicable withholdings and deductions. Provided Executive has signed Executive’s
Agreement to Repay Sign-On Bonus, the terms of which are incorporated herein by
reference, the sign-on bonus will be paid on the first regular payroll cycle following 30 days
after the Effective Date.
F.Employee Benefits. Executive will be eligible to participate in UnitedHealth Group’s employee
welfare, retirement, and stock incentive plans on the same basis as other similarly situated
executives, in accordance with the terms of the plans. Executive will be eligible for Paid
Time Off in accordance with UnitedHealth Group’s policies. UnitedHealth Group reserves
the right to amend or discontinue any plan or policy at any time in its sole discretion. In
addition to the Company’s generally available benefits, UnitedHealth Group shall provide
Executive, at UnitedHealth Group’s expense during the term of Executive’s employment, a
$2 million face value term life insurance policy and a long-term disability policy which
covers 60% of base salary in the event of a qualifying long-term disability, subject to the
policy terms.
3.Termination of Employment.
A.By Mutual Agreement. The parties may terminate Executive’s employment at any time by mutual
agreement.
B.By UnitedHealth Group without Cause. UnitedHealth Group may terminate Executive’s
employment without Cause upon 90 days’ prior written notice.
C.By UnitedHealth Group with Cause. UnitedHealth Group may terminate Executive’s employment
at any time for Cause. “Cause” means Executive’s (a) material failure to follow UnitedHealth
Group’s reasonable direction or to perform any duties reasonably required on material
matters, (b) material violation of, or failure to act upon or report known or suspected
violations of, UnitedHealth Group’s Code of Conduct, as amended from time to time, (c)
conviction of any felony, (d) commission of any criminal, fraudulent, or dishonest act in
connection with Executive’s employment, (e) material breach of this Agreement, or (f)
conduct that is materially detrimental to UnitedHealth Group’s interests. UnitedHealth Group
will, within 120 days of discovery of the conduct, give Executive written notice specifying
the conduct constituting Cause in reasonable detail and Executive will have 60 days to
remedy such conduct, if such conduct is reasonably capable of being remedied. In any
instance where the Company may have grounds for Cause, failure by the Company to provide
written notice of the grounds for Cause within 120 days of discovery shall be a waiver of its
right to assert the subject conduct as a basis for termination for Cause.
D.By Executive without Good Reason. Executive may terminate Executive’s employment at any
time for any reason, including due to Executive’s retirement.
E.By Executive for Good Reason. Executive may terminate Executive’s employment for Good
Reason, as defined below. Executive must give UnitedHealth Group written notice
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specifying in reasonable detail the circumstances constituting Good Reason, within 120 days
of becoming aware of such circumstances, or such circumstances will not constitute Good
Reason. If the circumstances constituting Good Reason are reasonably capable of being
remedied, UnitedHealth Group will have 60 days to remedy such circumstances. “Good
Reason” will exist if UnitedHealth Group takes any of the following actions, without
Executive’s consent: (a) reduces Executive’s base salary or target bonus percentage other
than in connection with a general reduction affecting a group of employees; (b) moves
Executive’s primary work location more than 50 miles; or (c) makes changes that
substantially diminish Executive’s duties or responsibilities.
F.Due to Executive’s Death or Disability. Executive’s employment will terminate automatically if
Executive dies, effective as of the date of Executive’s death. UnitedHealth Group may
terminate Executive’s employment due to Executive’s disability that renders Executive
incapable of performing the essential functions of Executive’s job, with or without reasonable
accommodation. Executive will not be entitled to Severance Benefits under Section 4 in the
event of termination due to Executive’s death or disability.
4.Severance Benefits.
A.Circumstances under Which Severance Benefits Payable. Executive will be entitled to Severance
Benefits only if Executive’s employment is terminated by UnitedHealth Group without Cause
or if Executive terminates employment for Good Reason. Whether Executive has had a
termination of employment will be determined in a manner consistent with the definition of
“Separation from Service” under Section 409A
of the Internal Revenue Code of 1986 and its
accompanying regulations (“Section 409A”) and will be referred to herein as a
“Termination.” In consideration of the Severance Benefits in this Agreement, Executive
waives any payments or benefits to which Executive otherwise might be or become entitled
under any UnitedHealth Group severance plan or program.
B.Severance Benefits. Subject to Section 4.C, Executive shall be entitled to the following Severance
Benefits if Executive experiences a Termination under the circumstances described in Section
4.A above:
i.Two times Executive’s annualized base salary as of Executive’s Termination
ii.Any bonus or incentive compensation paid or payable to Executive for the two most recent
calendar years (excluding stock plan-related awards, payments under any long-term or similar
benefit plan, or any other special or one-time bonus or incentive compensation payments);
provided, however, that if termination occurs within two years following the Effective Date,
the amount payable under this paragraph will be two times Executive’s target incentive.
iii.$12,000 lump sum payment, minus applicable deductions, to offset costs of COBRA, which
amount will be paid within 60 days following Termination.
iv.Outplacement services consistent with those provided to similarly situated executives provided by
an outplacement firm selected by UnitedHealth Group.
The Severance Benefits in Section 4.B.i-ii will be paid out, minus applicable deductions,
including deductions for tax withholding, in equal bi-weekly payments on the regular payroll
cycle over the 24-month period following Executive’s Termination. Commencement of
payments shall begin on the first payroll date that is at least 60 days after the date of
Executive’s Termination (the “Starting Date”), provided that Executive has satisfied the
requirement in Section 4.C. The first payment on the Starting Date shall include those
payments that would have been previously paid if the payments of the severance
compensation had begun on the first payroll date following the date of Executive’s
Termination. Executive’s entitlement to the payments of the severance
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compensation described in Section 4.B.i-ii shall be treated as the entitlement to a series of
separate payments for purposes of Section 409A.
If Executive is a “Specified Employee” (within the meaning of Section 409A and determined
pursuant to procedures adopted by UnitedHealth Group) at the time of Executive’s
Termination and any amount that would be paid to Executive during the six-month period
following Termination constitutes “Deferred Compensation” (within the meaning of Section
409A), such amount shall not be paid to Executive until the later of (i) six months after the
date of Executive’s Termination, and (ii) the payment date or commencement date specified
in this Agreement for such payment(s). On the first regular payroll date following the
expiration of such six-month period (or if Executive dies during the six-month period, the
first payroll date following the death), all payments that were delayed pursuant to the
preceding sentence shall be paid to Executive in a single lump sum and thereafter all
payments shall be made as if there had been no such delay. All Severance Benefits described
in Section 4.B.i-ii shall be paid by, and no further severance compensation shall be paid or
payable after, December 31 of the second calendar year following the year in which
Executive’s Termination occurs.
C.Separation Agreement and Release Required. In order to receive any Severance Benefits under this
Agreement, Executive must timely sign a separation agreement and release of claims in a
form determined by UnitedHealth Group in its discretion. UnitedHealth Group shall provide
to Executive a form of separation agreement and release of claims no later than three (3) days
following Executive’s date of Termination. If Executive does not timely execute and deliver
to UnitedHealth Group such separation agreement and release, or if Executive does so, but
then revokes it if permitted by and within the time required by applicable law, UnitedHealth
Group will have no obligation to pay severance compensation to Executive.
5.Property Rights, Confidentiality, Non-Disparagement, and Restrictive Covenants.
A.UnitedHealth Group’s Property.
i.Assignment. Executive hereby agrees to assign (both during and after Executive’s employment) and
hereby assigns to UnitedHealth Group all rights, titles and interests Executive may have in
any invention, computer program, discovery, idea, writing, improvement, process, technique
or other works (collectively called “Intellectual Property”) whether or not patentable or
registrable under copyright or similar statutes, created or conceived by Executive, either
alone or jointly with others, during Executive’s employment that:
(a)Relates in any manner to the actual or anticipated business, research, or development of
UnitedHealth Group;
(b)Results from work assigned to or performed by Executive for UnitedHealth Group; and/or
(c)Is conceived of or made with the use of UnitedHealth Group systems, equipment, supplies,
materials, facilities, computer programs, confidential information and/or trade secret
information.
ii.Disclosure of Intellectual Property. Executive agrees to promptly disclose in writing to
UnitedHealth Group (both during and after Executive’s employment) any interest Executive
may have in any Intellectual Property created or conceived by Executive, either alone or
jointly with others, during Executive’s employment. Executive will also promptly disclose in
writing to UnitedHealth Group any interest Executive may have in any Intellectual Property
created or conceived by Executive, either alone or jointly with others, prior to employment
that relates to the actual or anticipated business, research, or development of UnitedHealth
Group.
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iii.Assignment/Transfer of Web Properties. Executive agrees to transfer and assign (both during and
after employment), and does hereby assign to UnitedHealth Group all rights, titles, and
interests in and to any domain name or social media account (collectively called “Web
Properties”) registered or owned by Executive that:
(a)Was registered with the intent to be used by UnitedHealth Group; and/or
(b)Relates in any manner to, or is used to comment on, the actual or anticipated business of
UnitedHealth Group; and/or
(c)Contains a registered or common law trademark of UnitedHealth Group.
iv.Perfection of Assignment. Executive will at all times, even after termination of employment, do
anything reasonably requested of Executive to enable UnitedHealth Group to access, patent,
copyright or obtain any other form of protection for the Intellectual Property or Web
Properties created, conceived, or registered by Executive, either alone or jointly with others.
v.Exclusions. Sections 5.A.i.-iv do not apply to Intellectual Property that meets all of the following
criteria:
(a)No UnitedHealth Group equipment, supplies, facilities, proprietary or trade secret information was
used in its creation;
(b)The Intellectual Property was developed entirely on Executive’s own time;
(c)At the time of conception or reduction to practice the Intellectual Property does not relate directly
to UnitedHealth Group’s business, actual or anticipated research or development; and
(d)The Intellectual Property does not result from any work performed by Executive for UnitedHealth
Group.
vi.No Removal of Property. Executive may not remove from UnitedHealth Group’s premises any
UnitedHealth Group records, documents, data or other property, in either original or duplicate
form, except as necessary in the ordinary course of UnitedHealth Group’s business.
vii.Return of Property. Executive must immediately deliver to UnitedHealth Group, upon termination
of employment, or at any other time at UnitedHealth Group’s request, all UnitedHealth
Group property, including records, documents, data, and equipment, and all copies of any
such property, including any records or data Executive prepared during employment.
B.Confidential Information. Executive will be given access to and provided with sensitive,
confidential, proprietary and trade secret information (“Confidential Information”) in 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 other information which is not generally available to the public. Subject to
Section 5.D below, Executive agrees not to disclose or use
Confidential Information, either
during or after Executive’s employment with UnitedHealth Group,
except as necessary to
perform Executive’s UnitedHealth Group duties or as UnitedHealth Group may consent in
writing.
C.Non-Disparagement. Subject to Sections 5.D and 6.E below, Executive agrees not to criticize,
make any negative comments about or otherwise disparage UnitedHealth Group
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or those associated with it, whether orally, in writing or otherwise, directly or by implication,
to any person or entity, including UnitedHealth Group customers or agents.
D.Defend Trade Secrets Act Disclosure. Executive acknowledges that, by this Agreement,
UnitedHealth Group has provided Executive with written notice that, pursuant to the DTSA,
18 U.S.C. § 1833(b), an individual will not be held criminally or civilly liable under any
federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in
confidence to a federal, state, or local government official, either directly or indirectly, or to
the individual’s attorney and (B) solely for the purpose of reporting or investigating a
suspected violation of law; or (ii) is made in a complaint or other document that is filed under
seal in a lawsuit or other proceeding. Moreover, if an individual files a lawsuit for retaliation
for reporting a suspected violation of law, the individual may disclose the trade secret to the
individual’s attorney and use the trade secret information in the court proceeding, if the
individual files any document containing the trade secret under seal and does not disclose the
trade secret except under court order.
E.Restrictive Covenants. Executive agrees to the restrictive covenants in this Section in consideration
of Executive’s employment and UnitedHealth Group’s promises in this Agreement, including
providing Executive access to Confidential Information. The restrictive covenants in this
Section apply during Executive’s employment and for 24 months following termination of
employment for any reason. Executive agrees that Executive will not, without UnitedHealth
Group's prior written consent, 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, engage in any of the
following activities:
i.Non-Solicitation. Executive will not:
(a)Solicit or conduct business with any business competitive with UnitedHealth Group from any
person or entity: (1) who was a UnitedHealth Group provider or customer within the 12
months before Executive’s employment termination and with whom Executive had contact
regarding UnitedHealth Group’s activity, products or services, or for whom Executive
provided services or supervised employees who provided those services, or about whom
Executive learned Confidential Information during employment related to UnitedHealth
Group’s provision of products and services to such person or entity, or (2) was a prospective
provider or customer UnitedHealth Group solicited within the 12 months before Executive’s
employment termination and with whom Executive had contact for the purposes of soliciting
the person or entity to become a provider or customer of UnitedHealth Group, or supervised
employees who had those contacts, or about whom Executive learned Confidential
Information during employment related to UnitedHealth Group’s provision of products and
services to such person or entity;
(b)Raid, hire, employ, recruit or solicit any UnitedHealth Group employee or consultant who
possesses Confidential Information of UnitedHealth Group to leave UnitedHealth Group to
join a competitor;
(c)Induce or influence any UnitedHealth Group employee, consultant, or provider who possesses
Confidential Information of UnitedHealth Group to terminate his, her or its employment or
other relationship with UnitedHealth Group or
(d)Assist anyone in any of the activities listed above.
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ii.Non-Competition.
Executive will not:
(a)Engage in or participate in any activity that competes, directly or indirectly, with any
UnitedHealth Group activity, product or service that Executive engaged in, participated in, or
had Confidential Information about during Executive’s last 24 months of employment with
UnitedHealth Group; or
(b)Assist anyone in any of the activities listed above.
iii.Geographic Scope.
Executive’s obligations under this “Restrictive Covenants” section shall apply on a
nationwide basis anywhere in the United States. Executive’s obligations under this
“Restrictive Covenants” section shall also apply in any country outside the United States with
respect to which Executive had responsibility for any UnitedHealth Group activity, product,
or service in that country.
iv.To the extent Executive and UnitedHealth Group agree at any time to enter into separate
agreements containing restrictive covenants with different or inconsistent terms than those
contained herein, Executive and UnitedHealth Group acknowledge and agree that such
different or inconsistent terms shall not in any way affect or have relevance to the Restrictive
Covenants contained herein.
Executive agrees that the provisions of this Section 5 are reasonable and necessary to protect
the legitimate interests of UnitedHealth Group.
F.Cooperation and Indemnification. Executive agrees to cooperate fully (i) with UnitedHealth Group
in the investigation, prosecution or defense of any potential claims or concerns regarding
UnitedHealth Group’s business about which Executive has relevant knowledge, including by
providing truthful information and testimony as reasonably requested by UnitedHealth
Group, and (ii) with all government authorities on matters pertaining to any investigation,
litigation or administrative proceeding concerning UnitedHealth Group. UnitedHealth Group
will reimburse Executive for any reasonable travel and out-of-pocket expenses incurred by
Executive in providing such cooperation. UnitedHealth Group will indemnify Executive, in
accordance with applicable law, for all claims and other covered matters arising in connection
with Executive’s employment.
G.Injunctive Relief. Executive agrees that (a) legal remedies (money damages) for any breach of
Section 5 will be inadequate, (b) UnitedHealth Group will suffer immediate and irreparable
harm from any such breach, and (c) UnitedHealth Group will be entitled to injunctive relief
from a court in addition to any legal remedies UnitedHealth Group may seek in arbitration. If
an arbitrator or court determines that Executive has breached any provision of Section 5,
Executive agrees to pay to UnitedHealth Group its reasonable costs and attorney’s fees
incurred in enforcing that provision.
6.Miscellaneous.
A.Tax Withholding. All compensation payable under this Agreement will be subject to applicable
tax withholding and other required or authorized deductions.
B.Assignment. Executive may not assign this Agreement. UnitedHealth Group may assign this
Agreement. Any successor to UnitedHealth Group will be deemed to be UnitedHealth Group
under this Agreement.
C.Entire Agreement; Amendment. This Agreement contains the parties’ entire agreement regarding
its subject matter and may only be amended in a writing signed by the parties. This
Agreement supersedes any and all prior oral or written employment agreements (including
letters and memoranda) between Executive and UnitedHealth Group or its
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predecessors. This Agreement does not supersede the terms of any stock option, restricted
stock, or stock appreciation rights plan or award. Notwithstanding the terms of any other
agreement hereafter entered into between the parties that references retirement, Executive and
UnitedHealth Group acknowledge and agree that for purposes of calculating years of service
for retirement eligibility, Executive will receive 2 years of service credit for each year
Executive remains employed with UnitedHealth Group after the Effective Date. Executive
will be deemed to have met the applicable age and service requirements and will be
retirement eligible if Executive’s employment is terminated by UnitedHealth Group prior to
September 2, 2030 without Cause or if Executive terminates employment prior to September
2, 2030 for Good Reason. UnitedHealth Group agrees that this revised retirement definition
will be reflected in and become part of Executive’s future issued stock plan award
certificates.
D.Choice of Law. Delaware law governs this Agreement.
E.Waivers; Other Rights. No party’s failure to exercise, or delay in exercising, any right or remedy
under this Agreement will be a waiver of such right or remedy, nor will any single or partial
exercise of any right or remedy preclude any other or further exercise of such right or
remedy. Nothing in this Agreement prohibits Executive from making disclosures that are
protected under law or reporting violations of state or federal law or regulation to
governmental agencies or entities.
F.Narrowed Enforcement and Severability. If a court or arbitrator decides that any provision of this
Agreement is invalid or overbroad, the parties agree that the court or arbitrator should narrow
such provision so that it is enforceable or, if narrowing is not possible or permissible, such
provision should be considered severed and the other provisions of this Agreement should be
unaffected.
G.Dispute Resolution and Remedies. Except for injunctive relief under Section 5.G, any dispute
between the parties relating to this Agreement or to Executive’s employment will be resolved
by binding arbitration under UnitedHealth Group’s Employment Arbitration Policy, as it may
be amended from time to time. The arbitrator(s) may not vary this Agreement’s terms and
must apply applicable law.
H.Payment of Deferred Compensation – Section 409A. To the extent applicable, it is intended that
the compensation arrangements under this Agreement be in full compliance with Section
409A. This Agreement shall be construed in a manner to give effect to such intention. In no
event whatsoever shall UnitedHealth Group be liable for any tax, interest or penalties that
may be imposed on Executive under Section 409A. UnitedHealth Group shall have no
obligation to indemnify or otherwise hold Executive harmless from any such taxes, interest or
penalties, or from liability for any damages related thereto.
I.Electronic Transmission/Counterparts. The executed version of this Agreement may be delivered
by facsimile or email, and upon receipt, such transmission shall be deemed delivery of an
original. This Agreement may be executed in two or more counterparts, each of which shall
be deemed to be an original, and all of which together will constitute one document.
United HealthCare Services, Inc.
Executive
By
/s/ Erin L. McSweeney
/s/ Wayne S. DeVeydt
Its
Chief People Officer
Date 7/25/2025
Date 7/25/2025
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