`
`IN THE UNITED STATES DISTRICT COURT
`FOR THE SOUTHERN DISTRICT OF OHIO
`EASTERN DIVISION
`
`
`United HealthCare Services, Inc.
`(cid:889)(cid:887)(cid:880)(cid:880) Health Care Lane
`Minnetonka, MN (cid:885)(cid:885)(cid:883)(cid:884)(cid:883)
`
`and
`
`UnitedHealth Group Incorporated,
`(cid:889)(cid:889)(cid:880)(cid:880) Bren Rd E
`Hopkins, MN (cid:885)(cid:885)(cid:883)(cid:884)(cid:883)
`
`Plaintiffs,
`
`
`
`
`Case No. 21-319
`
`JUDGE
`
`
`
`JURY DEMAND ENDORSED
`HEREON
`
`
`
`
`v.
`
`Jeffrey Corzine
`(cid:889)(cid:883)(cid:886)(cid:880) Traceyton Drive
`Dublin, Ohio (cid:884)(cid:883)(cid:880)(cid:881)(cid:887)
`
`Defendant.
`
`
`
`COMPLAINT
`
`Plaintiffs United HealthCare Services, Inc. (“UnitedHealthcare” or the
`
`“Company”) and UnitedHealth Group Incorporated (“UHG” and, together with
`
`UnitedHealthcare, the “Plaintiffs”), by and through their undersigned counsel,
`
`hereby bring this Complaint against Defendant Jeffrey Corzine (“Corzine”), and
`
`allege as follows:
`
`
`
`
`
`
`
`Case: 2:21-cv-00319-EAS-KAJ Doc #: 1 Filed: 01/24/21 Page: 2 of 26 PAGEID #: 2
`
`INTRODUCTION
`
`(cid:881).
`
`Plaintiffs brings this action to protect their customer relationships,
`
`confidential information, and business opportunities in the State of Ohio by
`
`requiring Corzine, a former employee, to abide by his contractual agreements. In his
`
`prior employment, Corzine was responsible for the strategic development of
`
`business opportunities through the creation of new strategic partnerships, new
`
`channels, and market development in the State of Ohio. Corzine was a key leader
`
`for UnitedHealthcare customer, the State of Ohio and played a significant role in
`
`UnitedHealthcare’s development of its strategy and tactics for its Ohio Department
`
`of Medicaid (“ODM”) managed care organization (“MCO”) services bid during the
`
`State’s Medicaid procurement process that Governor DeWine formally announced
`
`in early (cid:882)(cid:880)(cid:881)(cid:889).
`
`(cid:882).
`
`UnitedHealthcare compensated Mr. Corzine for his contributions and
`
`rewarded him with lucrative bonuses and benefits, including awards of UHG stock
`
`options and restricted stock units (“RSUs”). The agreements governing those
`
`options and RSUs contain restrictive covenants applicable to Corzine.
`
`(cid:883).
`
`On October (cid:881)(cid:886), (cid:882)(cid:880)(cid:881)(cid:889), Mr. Corzine’s position was eliminated and,
`
`eventually, he took a new role at UnitedHealthcare’s competitor, Humana Inc.
`
`(“Humana”). UnitedHealthcare had several discussions with Humana about
`
`Mr. Corzine’s restrictive covenants to confirm that Mr. Corzine’s role at Humana
`
`
`
`(cid:882)
`
`
`
`Case: 2:21-cv-00319-EAS-KAJ Doc #: 1 Filed: 01/24/21 Page: 3 of 26 PAGEID #: 3
`
`would not violate them. Humana and Mr. Corzine understood UnitedHealthcare’s
`
`concerns and ultimately hired him for a role where Mr. Corzine would not perform
`
`services or have responsibilities for Humana business in Ohio, including that he
`
`would not participate in the ongoing ODM Medicaid procurement process in Ohio
`
`on Humana’s behalf.
`
`(cid:884).
`
`Despite this understanding, Plaintiffs learned on January (cid:886), (cid:882)(cid:880)(cid:882)(cid:881), that
`
`Mr. Corzine was, in fact, serving as Humana’s key contact in support of its Medicaid
`
`MCO services bid for the State of Ohio, also one of the key duties of the role that
`
`Mr. Corzine previously had when he worked at UnitedHealthcare. Corzine then
`
`represented Humana with the ODM and the State of Ohio on January (cid:881)(cid:882), (cid:882)(cid:880)(cid:882)(cid:881) in
`
`Humana’s interview to be an ODM MCO.
`
`(cid:885). Mr. Corzine’s relationships with the State of Ohio, ODM, and other
`
`UHG customers, his knowledge of UnitedHealthcare’s confidential and proprietary
`
`information—the heart of UnitedHealthcare’s competitive edge—has and will
`
`continue to directly benefit Humana, one of UnitedHealthcare’s fiercest
`
`competitors, despite Mr. Corzine having received that knowledge through and
`
`reaped the benefits of his UnitedHealthcare employment and UHG benefits.
`
`Mr. Corzine’s activities in Ohio ((cid:881)) breached both his stock option and RSU award
`
`agreements (the “Agreements”), including his breach of the reasonable restrictive
`
`covenants contained in the Agreements, which Mr. Corzine acknowledged each and
`
`
`
`(cid:883)
`
`
`
`Case: 2:21-cv-00319-EAS-KAJ Doc #: 1 Filed: 01/24/21 Page: 4 of 26 PAGEID #: 4
`
`every time UHG provided him with equity, and ((cid:882)) resulted and will continue to
`
`result in the misappropriation of UnitedHealthcare’s trade secrets, as Mr. Corzine
`
`has or will inevitably use or disclose trade secrets while performing his new job
`
`responsibilities
`
`at Humana—the
`
`identical
`
`responsibilities he had
`
`at
`
`UnitedHealthcare. The resulting harm to Plaintiffs has been and will be significant
`
`and irreparable, including but not limited to lost customer goodwill and lost
`
`business opportunities reflecting millions of dollars.
`
`(cid:886).
`
`In this action for breach of contract, Plaintiffs seek injunctive relief ((cid:881))
`
`preventing Mr. Corzine from working at Humana on Medicaid and Medicare in
`
`Ohio for a period of (cid:881)(cid:882) months from the date his last equity vested plus any
`
`additional time during the restricted period during which Mr. Corzine breached his
`
`restrictive covenants, and
`
`((cid:882)) preventing Mr. Corzine
`
`from
`
`soliciting
`
`UnitedHealthcare’s customers, including ODM and the State of Ohio, for a period
`
`of (cid:882)(cid:884) months from the date his last equity vested plus any additional time during
`
`the restricted period during which Mr. Corzine breached his restrictive covenants,
`
`and ((cid:883)) preventing Mr. Corzine from disclosing UnitedHealthcare’s trade secrets
`
`and other confidential information at any time.
`
`
`
`
`
`
`
`(cid:884)
`
`
`
`
`
`Case: 2:21-cv-00319-EAS-KAJ Doc #: 1 Filed: 01/24/21 Page: 5 of 26 PAGEID #: 5
`
`THE PARTIES, JURISDICTION, AND VENUE
`
`(cid:887).
`
`Plaintiff UnitedHealthcare is a Minnesota corporation with its
`
`principal place of business in Minnesota. UnitedHealthcare is an Affiliate and wholly
`
`owned subsidiary of Plaintiff UHG.
`
`(cid:888).
`
`Plaintiff UHG is a Delaware corporation with its principal place of
`
`business in Minnesota.
`
`(cid:889).
`
`Defendant Jeffrey Corzine is an individual who was employed by
`
`UnitedHeathcare and, by virtue of that employment, entered into the Agreements
`
`with UHG related to his equity awards that contained restrictive covenants for the
`
`explicit and agreed benefit of UnitedHealthcare. At the time of his employment
`
`separation from UnitedHealthcare, Corzine was a resident of and was domiciled in
`
`Ohio and, upon information and belief, Corzine continues to be a resident of and is
`
`domiciled in Delaware County, Ohio, such that this Court has personal jurisdiction
`
`over him.
`
`(cid:881)(cid:880).
`
`Pursuant to (cid:882)(cid:888) U.S.C. § (cid:881)(cid:883)(cid:883)(cid:882), this Court has diversity jurisdiction over
`
`this matter because there is complete diversity of citizenship between the parties
`
`and the amount in controversy as to the value of the requested injunctive relief is in
`
`excess of $(cid:887)(cid:885),(cid:880)(cid:880)(cid:880), exclusive of interest and costs.
`
`(cid:881)(cid:881).
`
`Pursuant to (cid:882)(cid:888) U.S.C. § (cid:881)(cid:883)(cid:889)(cid:881)(b)((cid:881)) and ((cid:882)), venue is proper in this
`
`judicial district as Delaware County, Ohio, represents the location where
`
`
`
`(cid:885)
`
`
`
`Case: 2:21-cv-00319-EAS-KAJ Doc #: 1 Filed: 01/24/21 Page: 6 of 26 PAGEID #: 6
`
`Mr. Corzine resides, where he entered into his contracts with Plaintiffs, where he
`
`performed his work while employed by UnitedHealthcare, and is where Mr. Corzine
`
`took actions on behalf of Humana with respect to the State of Ohio and ODM
`
`procurement process in violation of his contractual and other legal obligations to
`
`Plaintiffs.
`
`FACTUAL BACKGROUND
`
`The Market in Which UnitedHealthcare and Humana Compete
`
`(cid:881)(cid:882). UHG is a diversified health care company that offers both health care
`
`coverage and benefits, as well as information and technology‐enabled health
`
`services, through a family of closely related affiliate companies. UnitedHealthcare,
`
`one of those affiliate companies, is UHG’s health care benefits business.
`
`UnitedHealthcare offers health care benefits for all ages and lifestyles, including
`
`individuals, employers, and Medicare and Medicaid beneficiaries, including
`
`supporting other UHG affiliate companies through the employment of personnel to
`
`work on their behalf. UnitedHealthcare Community Plan of Ohio, Inc., which
`
`operates currently as an Ohio managed care plan under contract with ODM and the
`
`State of Ohio, is one of the companies supported by UnitedHealthcare.
`
`(cid:881)(cid:883). Humana is a direct competitor of UnitedHealthcare in the health care
`
`coverage and benefit space.
`
`
`
`(cid:886)
`
`
`
`Case: 2:21-cv-00319-EAS-KAJ Doc #: 1 Filed: 01/24/21 Page: 7 of 26 PAGEID #: 7
`
`(cid:881)(cid:884).
`
`The health care coverage and benefits space is highly competitive. Not
`
`only do UnitedHealthcare and Humana compete on a national scale, but they also
`
`directly compete in many states and United States territories across multiple lines
`
`of business.
`
`UHG’s Medicaid Business in Ohio and Corzine’s Role
`
`(cid:881)(cid:885). One portion of UHG’s market share is its Medicaid business.
`
`UnitedHealthcare’s Medicaid business
`
`includes
`
`several UnitedHealthcare
`
`Community Plans across the country. One such plan, UnitedHealthcare Community
`
`Plan of Ohio (“UHC’s Ohio Plan”), serves Ohio’s Medicaid consumers through a
`
`contract with the State of Ohio and ODM. UHC’s Ohio Plan has served Ohio’s
`
`Medicaid consumers under its current contract since (cid:882)(cid:880)(cid:881)(cid:883), following a competitive
`
`procurement process through the State of Ohio and its Request for Applications
`
`(“the (cid:882)(cid:880)(cid:881)(cid:882) RFA”).
`
`(cid:881)(cid:886). Ohio’s Medicaid business represents a significant portion of the health
`
`care benefits market. As such, UnitedHealth’s competitors, including Humana,
`
`compete fiercely for that business.
`
`(cid:881)(cid:887). Mr. Corzine began working for UnitedHealthcare on February (cid:881)(cid:881), (cid:882)(cid:880)(cid:880)(cid:888),
`
`after UnitedHealthcare acquired his prior employer.
`
`(cid:881)(cid:888). Mr. Corzine worked almost exclusively in Ohio, building relationships
`
`in the healthcare benefits markets and positioning UnitedHealthcare, and UHC’s
`
`
`
`(cid:887)
`
`
`
`Case: 2:21-cv-00319-EAS-KAJ Doc #: 1 Filed: 01/24/21 Page: 8 of 26 PAGEID #: 8
`
`Ohio Plan, to be competitive in Ohio’s Medicaid market. In that capacity, he met
`
`regularly with community organizations, social services providers, key Ohio
`
`policymakers, and officials in the State of Ohio to learn about their priorities and to
`
`collaborate with them to serve Medicaid and other healthcare consumers in Ohio.
`
`(cid:881)(cid:889). Mr. Corzine played a significant role in UnitedHealthcare’s market
`
`development of UnitedHealthcare’s ((cid:881)) Ohio health plan; ((cid:882)) response to (cid:882)(cid:880)(cid:881)(cid:882) RFA,
`
`and ((cid:883)) contract with the State and ODM for Medicaid services that are currently in
`
`place the State of Ohio's Integrated Care Delivery System program.
`
`(cid:882)(cid:880). Mr. Corzine also led development of new business opportunities for
`
`UnitedHealthcare for Medicare and Medicaid in Ohio. This included researching
`
`and fostering development of new innovations, providing subject matter support for
`
`state budget and policy
`
`issues, developing and maintaining community
`
`relationships on behalf of the Ohio health plan, and providing support to UHC’s
`
`Ohio Plan CEO as needed.
`
`Mr. Corzine’s Agreements and Restrictive Covenant Obligations
`
`(cid:882)(cid:881). During the course of his employment with UnitedHealthcare,
`
`Mr. Corzine regularly received awards of UHG stock options and restricted stock
`
`units.
`
`(cid:882)(cid:882). Mr. Corzine’s receipt of stock options and RSUs was conditioned on
`
`Mr. Corzine’s acceptance of certain terms and conditions related to those awards
`
`
`
`(cid:888)
`
`
`
`Case: 2:21-cv-00319-EAS-KAJ Doc #: 1 Filed: 01/24/21 Page: 9 of 26 PAGEID #: 9
`
`that were documented in contracts executed by Mr. Corzine (the “Option
`
`Contracts” and the “RSU Contracts,” and together, the “Agreements”). True and
`
`accurate copies of the Agreements are attached as Exhibits A and B to the
`
`Complaint.
`
`(cid:882)(cid:883). Mr. Corzine’s Agreements contain restrictive covenants that apply to
`
`UHG, UnitedHealthcare, and the UHC Ohio Plan. Indeed, the restrictive covenants
`
`sections of the Agreements specifically define “Company” to include UHG and all
`
`Affiliates, which includes UnitedHealthcare and the UHC Ohio Plan. When UHG
`
`provided Corzine with equity and entered into the Agreements with him,
`
`Mr. Corzine and UHG understood that UnitedHealthcare was Mr. Corzine’s
`
`employer and UnitedHealthcare was the Affiliate that would provide Mr. Corzine
`
`confidential information in the course of his employment in exchange for
`
`Mr. Corzine’s receipt of equity benefits. Mr. Corzine and UHG agreed that the
`
`restrictive covenant provision related to confidential information would protect
`
`UnitedHealthcare’s confidential information and the UHC Ohio Plan’s confidential
`
`information that Mr. Corzine would receive in exchange for the equity benefits.
`
`They also intended that the non‐solicitation and non‐competition section would be
`
`evaluated based on Mr. Corzine’s employment with UnitedHealthcare, and the
`
`associated activities, products, and services in which Mr. Corzine engaged and
`
`
`
`(cid:889)
`
`
`
`Case: 2:21-cv-00319-EAS-KAJ Doc #: 1 Filed: 01/24/21 Page: 10 of 26 PAGEID #: 10
`
`participated as part of his employment, and about which he received confidential
`
`information.
`
`(cid:882)(cid:884). The restrictive covenants bar Mr. Corzine from “disclos[ing] or us[ing]
`
`Confidential Information, either during or after the Optionee’s employment with
`
`the Company, except as necessary to perform the Optionee’s duties or as the
`
`Company may consent in writing.” Ex. A hereto, Option Contract § (cid:884)(a); see also
`
`Ex. B hereto, RSU Contract § (cid:888)(a).
`
`(cid:882)(cid:885). The Agreements also contain “Non‐Solicitation” clauses that provide as
`
`follows:
`
`
`
`(b) Non‐Solicitation. During Participant’s employment and for two
`years after the later of (i) the termination of Participant’s
`employment for any reason whatsoever or (ii) the last scheduled
`vesting date under Section (cid:884), Participant may not, without the
`Company’s prior written consent, directly or indirectly, for
`Participant or any other person or entity, as agent, employee,
`officer, director, consultant, owner, principal, partner or
`shareholder, or in any other representative capacity:
`
`(i)
`
`Solicit or conduct business with any business competitive
`with the Company from any person or entity: (A) who was
`a Company provider or customer within the (cid:881)(cid:882) months
`before Participant’s employment termination and with
`whom Participant had contact regarding the Company’s
`activity, products or services, or for whom Participant
`provided services or supervised employees who provided
`services, or about whom Participant learned Confidential
`Information during employment related to the Company’s
`provision of products and services to such person or
`entity, or (B) was a prospective provider or customer the
`(cid:881)(cid:882) months before
`Company solicited within
`the
`Participant’s employment termination and with whom
`
`
`
`(cid:881)(cid:880)
`
`
`
`Case: 2:21-cv-00319-EAS-KAJ Doc #: 1 Filed: 01/24/21 Page: 11 of 26 PAGEID #: 11
`
`Participant had contact for the purposes of soliciting the
`person or entity to become a provider or customer of the
`Company, or supervised employees who had those
`contacts, or about whom Participant learned Confidential
`Information during employment related to the Company’s
`provision of products and services to such person or
`entity; or
`
` . .
`
` .
`
`
`(iv) Assist anyone in any of the activities listed above.
`
`
`Ex. B hereto, RSU Contract § (cid:888)(b); see also Ex. A hereto, Option Contract §
`
`(cid:884)(b).
`
`
`(cid:882)(cid:886). The Agreements also contain “Non‐Competition” clauses that provide
`
`as follows:
`
`(c) Non‐Competition. During Participant’s employment and for
`one year after the later of (i) the termination of Participant’s
`employment for any reason whatsoever or (ii) the last scheduled
`vesting date under Section (cid:884), Participant may not, without the
`Company’s prior written consent, directly or indirectly, for
`Participant or any other person or entity, as agent, employee,
`officer, director, consultant, owner, principal, partner or
`shareholder, or in any other representative capacity:
`
`
`
`
`
`
`
`(v)
`
`Engage in or participate in any activity that competes,
`directly or indirectly, with any Company activity, product
`or service that Participant engaged in, participated in, or
`had Confidential Information about during Participant’s
`last (cid:883)(cid:886) months of employment with the Company; or
`
`(vi) Assist anyone in any of the activities listed above.
`
`(cid:881)(cid:881)
`
`
`
`Case: 2:21-cv-00319-EAS-KAJ Doc #: 1 Filed: 01/24/21 Page: 12 of 26 PAGEID #: 12
`
`Ex. B hereto, RSU Contract § (cid:888)(c); see also Ex. A hereto, Option Contract §
`
`(cid:884)(c).
`
`(cid:882)(cid:887). The Agreements contain Delaware or Minnesota choice‐of‐law clauses.
`
`See Ex. A hereto, Option Contract § (cid:881)(cid:885); Ex. B hereto, RSU Contract § (cid:881)(cid:881)(h).1
`
`Mr. Corzine’s Significant Role in the 2019‐2021 ODM Procurement Process
`
`(cid:882)(cid:888).
`
`In January (cid:882)(cid:880)(cid:881)(cid:889), Ohio Governor Mike DeWine announced a
`
`procurement process for Ohio’s Medicaid business that would be conducted via a
`
`competitive solicitation (the “Current RFA”). ODM emphasized fair and open
`
`competition as an integral part of its procurement process, stating that it “is
`
`committed to using competitive procurement procedures that are designed to
`
`deliver the best value in necessary goods and services for the fulfillment of
`
`programmatic needs or objectives while maintaining the public’s trust through
`
`adherence to standards for the maximum practical fair and open competition.”2
`
`(cid:882)(cid:889). Governor DeWine’s announcement meant that UnitedHealthcare,
`
`through UHC’s Ohio Plan, would compete against other health benefits companies
`
`in the procurement process run by the State of Ohio and ODM. UnitedHealthcare
`
`
`1 The most recent Agreements contain Delaware choice‐of‐law provisions; some
`of the older Agreements contain Minnesota choice‐of‐law provisions. The restrictive
`covenant provisions in all versions of the Agreements are identical or virtually
`identical.
`2 See https://medicaid.ohio.gov/RESOURCES/Legal‐and‐Contracts/RFPs (last
`visited January (cid:882)(cid:883), (cid:882)(cid:880)(cid:882)(cid:881)).
`
`
`
`(cid:881)(cid:882)
`
`
`
`Case: 2:21-cv-00319-EAS-KAJ Doc #: 1 Filed: 01/24/21 Page: 13 of 26 PAGEID #: 13
`
`anticipated that many of its competitors, including Humana, would also submit
`
`bids, and UnitedHealthcare engaged in the process in the spirit of fair and open
`
`competition to which the State of Ohio and ODM had committed. Indeed, the
`
`procurement process provided an opportunity for UnitedHealthcare’s competitors,
`
`including Humana (through the Humana Health Plan of Ohio, Inc.) to compete for
`
`market share.
`
`(cid:883)(cid:880).
`
`In light of the volume of UnitedHealthcare’s business in Ohio by and
`
`through UHC’s Ohio Plan and its commitment to serving Medicaid consumers,
`
`UnitedHealthcare focused significant efforts on the procurement process and
`
`marshalled its resources to put together a competitive bid.
`
`(cid:883)(cid:881). Mr. Corzine played a
`
`significant
`
`role
`
`in UnitedHealthcare’s
`
`development of the UHC Ohio Plan’s bid and positioning to be competitive in the
`
`process.
`
`(cid:883)(cid:882).
`
`For example, Mr. Corzine met with key stakeholders involved in the
`
`provision of Medicaid services in Ohio, to learn about their priorities and to build
`
`relationships across the market. He also worked to put programs in place at
`
`UnitedHealthcare and the UHC Ohio Plan that would be relevant and attractive to
`
`the State of Ohio and ODM as they evaluated managed care companies as part of
`
`the procurement process.
`
`
`
`(cid:881)(cid:883)
`
`
`
`Case: 2:21-cv-00319-EAS-KAJ Doc #: 1 Filed: 01/24/21 Page: 14 of 26 PAGEID #: 14
`
`(cid:883)(cid:883). Mr. Corzine also participated in regular and significant strategy
`
`meetings regarding how UnitedHealthcare and UHC’s Ohio Plan would respond to
`
`the Current RFA. For example, on behalf of UnitedHealthcare and UHC’s Ohio Plan,
`
`Mr. Corzine participated in key day‐long planning meetings on March (cid:881)(cid:883), (cid:882)(cid:880)(cid:881)(cid:889) and
`
`October (cid:887), (cid:882)(cid:880)(cid:881)(cid:889), where he engaged in discussions about the strategy and planning
`
`for the Current RFA. In both meetings, Mr. Corzine participated in strategy
`
`discussion regarding what ODM might value and how UnitedHealthcare and UHC’s
`
`Ohio Plan could position UHC’s Ohio Plan to be competitive in the bidding process
`
`to meet Ohio’s priorities and serve Ohio consumers. He also participated in regular
`
`strategy meetings throughout (cid:882)(cid:880)(cid:881)(cid:889) in which he and other team members planned
`
`and prepared to respond to the Current RFA. Mr. Corzine helped develop and
`
`received copies of materials, including PowerPoint presentation decks, that outlined
`
`UnitedHealthcare’s strategy in detail.
`
`(cid:883)(cid:884). Mr. Corzine
`
`also
`
`participated
`
`in
`
`evaluating
`
`and
`
`using
`
`UnitedHealthcare’s proprietary analytics that would be used for the UHC Ohio
`
`Plan’s response to the Current RFA.
`
`(cid:883)(cid:885).
`
`In short, Mr. Corzine played an instrumental role in developing and
`
`setting UnitedHealthcare and the UHC Ohio Plan’s strategy and approach to
`
`responding to the Current RFA.
`
`Mr. Corzine’s Separation, Start at Humana, and Violation of His Covenants
`
`
`
`(cid:881)(cid:884)
`
`
`
`Case: 2:21-cv-00319-EAS-KAJ Doc #: 1 Filed: 01/24/21 Page: 15 of 26 PAGEID #: 15
`
`(cid:883)(cid:886). On October (cid:881)(cid:886), (cid:882)(cid:880)(cid:881)(cid:889), while the Current RFA’s procurement process was
`
`ongoing, UnitedHealthcare eliminated Mr. Corzine’s position. Mr. Corzine received
`
`a severance packaged related to his position elimination and he signed a severance
`
`agreement that included confidentiality requirements (the “Severance Agreement”)
`
`consistent with those in the Agreements.
`
`(cid:883)(cid:887).
`
`Because Mr. Corzine met the definition of retirement
`
`in the
`
`Agreements, his equity continued to vest even after his separation. Mr. Corzine’s
`
`last vesting date was February (cid:882)(cid:886), (cid:882)(cid:880)(cid:882)(cid:880).
`
`(cid:883)(cid:888). Mr. Corzine found new employment at Humana. Upon information
`
`and belief, before he began working at Humana or received an employment offer,
`
`he disclosed the existence of his restrictive covenants to Humana and provided the
`
`Severance Agreement and Agreements to Humana so Humana could evaluate them.
`
`(cid:883)(cid:889).
`
`In recognition of those agreements and the restrictive covenants, and
`
`based on what Humana subsequently reported to Plaintiffs, Humana initially
`
`structured Mr. Corzine’s role to exclude any job duties or responsibilities related to
`
`Ohio, including the Current RFA. In particular, based on what Humana
`
`subsequently reported to Plaintiffs, Humana limited Mr. Corzine’s role to Humana’s
`
`South Carolina Medicaid Health Plan.
`
`
`
`
`
`
`
`(cid:881)(cid:885)
`
`
`
`Case: 2:21-cv-00319-EAS-KAJ Doc #: 1 Filed: 01/24/21 Page: 16 of 26 PAGEID #: 16
`
`Mr. Corzine and Humana Seek a Competitive Edge Through Mr. Corzine’s
`Involvement in Humana’s ODM Medicaid Bid
`
`
`(cid:884)(cid:880). But on January (cid:886), (cid:882)(cid:880)(cid:882)(cid:881), UnitedHealthcare learned that Mr. Corzine was
`
`serving as Humana’s key contact for its Medicaid services bid under the Current
`
`RFA, when representatives from the State of Ohio and ODM included Mr. Corzine
`
`on an email about the procurement process on which UnitedHealthcare employees
`
`were also copied. Neither Mr. Corzine nor Humana had disclosed
`
`to
`
`UnitedHealthcare that Mr. Corzine had begun working on behalf of Humana in
`
`Ohio in any capacity, let alone that he was serving as Humana’s key contact with
`
`the State of Ohio for the Current RFA procurement process.
`
`(cid:884)(cid:881). UnitedHealthcare, immediately upon receipt of this information from
`
`Humana, objected to Mr. Corzine’s involvement in the State of Ohio and ODM bid
`
`process. On Saturday, January (cid:889), (cid:882)(cid:880)(cid:882)(cid:881), UnitedHealthcare provided notice in writing
`
`to Humana of Mr. Corzine’s restrictive‐covenant obligations, highlighting the
`
`restrictive covenant language in the Agreements. That same day, UnitedHealthcare
`
`also objected in writing to Mr. Corzine’s participation in an upcoming oral ODM
`
`presentation that was scheduled for some time that week.
`
`(cid:884)(cid:882). On January (cid:881)(cid:881), (cid:882)(cid:880)(cid:882)(cid:881), Humana disclosed to UnitedHealthcare that
`
`Mr. Corzine, in fact, started engaging in activities related to Humana’s Ohio Health
`
`Plan in October (cid:882)(cid:880)(cid:882)(cid:880), that Mr. Corzine would be giving an oral presentation before
`
`State of Ohio and ODM representatives regarding Humana’s bid the week of January
`
`
`
`(cid:881)(cid:886)
`
`
`
`Case: 2:21-cv-00319-EAS-KAJ Doc #: 1 Filed: 01/24/21 Page: 17 of 26 PAGEID #: 17
`
`(cid:881)(cid:881), (cid:882)(cid:880)(cid:882)(cid:881), and that Mr. Corzine had spent approximately (cid:888)(cid:880) hours preparing for that
`
`presentation. The oral presentations are a critical part of the procurement process.
`
`Under the procurement scoring methodology, oral presentations account for (cid:881)(cid:880)(cid:880) of
`
`(cid:881),(cid:881)(cid:880)(cid:880) possible points.
`
`(cid:884)(cid:883). Despite UnitedHealthcare’s objection to Mr. Corzine’s participation in
`
`the key presentation to the State of Ohio and ODM related to the bid, Mr. Corzine
`
`participated in this ODM presentation on Humana’s behalf on January (cid:881)(cid:882), (cid:882)(cid:880)(cid:882)(cid:881).
`
`(cid:884)(cid:884). Mr. Corzine’s work on Humana’s ODM Medicaid bid is identical to
`
`work he performed for UnitedHealthcare, and involves his performance of services
`
`that he engaged in, participated in, and had confidential information about during
`
`his last (cid:883)(cid:886) months of employment at UnitedHealthcare and his solicitation of the
`
`very customer whose solicitation strategy he was setting on UnitedHealthcare’s
`
`behalf. His new Humana role has and will, therefore, violate multiple provisions of
`
`the restrictive covenants in the Agreements.
`
`(cid:884)(cid:885).
`
`Indeed, Mr. Corzine’s knowledge of UnitedHealthcare’s performance
`
`under the incumbent contract awarded to UnitedHealthcare as a result of the (cid:882)(cid:880)(cid:881)(cid:882)
`
`RFA and his participation in the Current RFA and, if awarded, his relationship with
`
`other stakeholders and the State of Ohio and ODM itself, gives Humana both a
`
`competitive edge in the Current RFA and in Medicaid service provision in Ohio.
`
`Mr. Corzine’s preparation for and participation in the bid process for Humana gave
`
`
`
`(cid:881)(cid:887)
`
`
`
`Case: 2:21-cv-00319-EAS-KAJ Doc #: 1 Filed: 01/24/21 Page: 18 of 26 PAGEID #: 18
`
`Humana something that no other bidder had: knowledge and insights into one of
`
`the other bidder’s strategies, unique plans, and strengths and weaknesses related to
`
`the very same bid. Indeed, Mr. Corzine and Humana were able to capitalize on
`
`Mr. Corzine’s knowledge of UnitedHealthcare’s unique analytics and strategies and
`
`gain a competitive edge in their proposal and presentation.
`
`(cid:884)(cid:886). Even if Humana is not awarded a Medicaid contract through the
`
`Current RFA procurement process, Mr. Corzine’s work for Humana on Medicaid or
`
`Medicare in the State of Ohio will continue to violate his restrictive covenants and
`
`involve his use and disclosure of UnitedHealthcare confidential information.
`
`Indeed, Mr. Corzine’s entire role at UnitedHealthcare involved relationship‐
`
`building and collaboration with key Ohio stakeholders for the purpose of expanding
`
`UnitedHealthcare’s market share and providing innovative service delivery to
`
`consumers in the state of Ohio.
`
`(cid:884)(cid:887). Mr. Corzine could not have performed and cannot continue to perform
`
`his role in Ohio for Humana without “disclos[ing] or us[ing] Confidential
`
`Information,
`
`either
`
`during
`
`or
`
`after
`
`[Corzine’s]
`
`employment with
`
`[UnitedHealthcare], except as necessary to perform [Corzine’s] duties or as
`
`[UnitedHealthcare] may consent in writing.” Ex. B hereto, RSU Contract § (cid:888)(a); Ex.
`
`A hereto, Option Contract § (cid:884)(a).
`
`
`
`(cid:881)(cid:888)
`
`
`
`Case: 2:21-cv-00319-EAS-KAJ Doc #: 1 Filed: 01/24/21 Page: 19 of 26 PAGEID #: 19
`
`(cid:884)(cid:888). Moreover, the virtually identical roles that Mr. Corzine held at
`
`UnitedHealthcare and now holds at Humana means that Mr. Corzine has and will
`
`violate the contractual restrictions on his ability to “[e]ngage or participate in any
`
`activity that competes, directly or indirectly, with any [UnitedHealthcare] activity,
`
`product or service that [Corzine] engaged in, participated in, or had Confidential
`
`Information about during [Corzine’s] last (cid:883)(cid:886) months of employment with [UHG].”
`
`Ex. B hereto, RSU Contract § (cid:888)(c); Ex. A hereto, Option Contract § (cid:884)(c).
`
`(cid:884)(cid:889). And Mr. Corzine has and will continue to actively solicit the key
`
`customer and other stakeholder organizations for whom he had responsibility at
`
`UnitedHealthcare. Ex. B hereto, RSU Contract § (cid:888)(b); see also Ex. A hereto, Option
`
`Contract § (cid:884)(b).
`
`(cid:885)(cid:880). Mr. Corzine will necessarily and inevitably draw on the confidential,
`
`proprietary, and
`
`trade secret
`
`information he had access
`
`to while at
`
`UnitedHealthcare in performing his new Ohio‐based role at Humana. Mr. Corzine
`
`cannot unlearn UnitedHealthcare’s strategies, nor can he execute an Ohio role at
`
`Humana without capitalizing on that information and the customer and stakeholder
`
`relationships he formed in his work for UnitedHealthcare.
`
`(cid:885)(cid:881).
`
`In short, Mr. Corzine cannot avoid capitalizing on his knowledge of
`
`UnitedHealthcare’s strategies and using the customer relationships he built for
`
`UnitedHealthcare’s benefit.
`
`
`
`(cid:881)(cid:889)
`
`
`
`Case: 2:21-cv-00319-EAS-KAJ Doc #: 1 Filed: 01/24/21 Page: 20 of 26 PAGEID #: 20
`
`(cid:885)(cid:882). UnitedHealthcare undertakes significant effort to maintain the secrecy
`
`of the confidential and proprietary information that Mr. Corzine has access to
`
`precisely because it understands the value that such information has for competitors
`
`like Humana. For example, the confidential inf