United Healthcare 2010 Annual Report Download - page 126

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Exhibit 10.33
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement is between Gail Boudreaux (“Executive”) and United HealthCare
Services, Inc. (“UnitedHealth Group”), and is effective as of her first day of employment (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. This Agreement amends and restates the Employment Agreement
between Executive and UnitedHealth Group previously executed by the parties in April, 2008 and effective as of the Effective Date.
1. Em
p
lo
y
ment 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 the Executive Vice President of UnitedHealth Group and President of the
Commercial Markets 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 Principles of
Integrity and Compliance. Executive is subject to all of UnitedHealth Group’s employment policies and procedures (except
as s
p
ecificall
y
su
p
erseded b
y
this A
g
reement).
2. Com
p
ensation and Benefits.
A. Base Salary. Executive’s initial annual base salary will be $700,000 payable according to UnitedHealth Group’s regular
p
a
y
roll schedule. Periodic ad
j
ustments to Executive’s base salar
y
ma
y
be made in UnitedHealth Grou
p
’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 under UnitedHealth Group’s Executive Incentive Plan, as amended, for the annual cash incentive will be 100% of
annual base salary, and for the long-term cash incentive will be 50% of annual base salary, subject to periodic adjustments
in UnitedHealth Group’s discretion. The rest of this Section 2.B to the contrary notwithstanding, for calendar year 2008,
Executive will be paid annual cash incentive compensation in the gross amount of $980,000, which will be paid at the time
and in the manner annual cash incentive com
p
ensation is
p
aid to other UnitedHealth Grou
p
em
p
lo
y
ees.