Health Net 2009 Annual Report Download - page 177

B. Salary. Executive will be paid a base salary at the annual rate of $400,000, which salary will be paid on a pro-rated bi-
weekly basis, less applicable withholdings (“Base Salary”), covering all hours worked. Generally, Executive’s Base Salary will be
reviewed annually, but the Company reserves the right to change Executive’s compensation from time-to-time. Pursuant to the charter
of the Compensation Committee of the Company’s Board of Directors (the “Committee”), any adjustment to Executive’s
compensation must be made with the approval of the Committee and, in the event that Executive constitutes one of the top two
(2) highest paid executive officers of the Company, with the ratification of the Company’s Board of Directors.
C. Disclosure of Personal Compensation Information. As an “executive officer” of the Company (as such term is defined in
the rules and regulations of the Securities and Exchange Commission (“SEC”)), information regarding Executive’s employment
arrangements with the Company, including, among other things, the terms of this Agreement and any stock option agreement,
restricted stock agreement, restricted stock unit agreement, performance share agreement and/or severance agreement Executive
enters into with the Company from time to time (collectively, “Personal Compensation Information”), may be disclosed in filings
with the SEC, the New York Stock Exchange (“NYSE”) and/or other regulatory organizations upon the occurrence of certain
triggering events. Such triggering events include, but are not limited to, the execution of this Agreement and any amendments thereto,
changes in Executive’s Base Salary, any annual incentive payment (whether in the form of cash or equity) awarded to Executive (in
the past or after the date hereof), and the establishment of performance goals under the Company’s incentive plans. Executive’s
execution of this Agreement will serve as Executive’s acknowledgement that Executive’s Personal Compensation Information may be
publicly disclosed from time to time in filings with the SEC, NYSE or otherwise as required by applicable law.
2. Adjustments and Changes in Employment Status. Executive understands that the Company reserves the right to make
personnel decisions regarding Executive’s employment, including, but not limited to, decisions regarding any promotion, salary
adjustment, transfer or disciplinary action, up to and including Termination (as defined below), consistent with the needs of the
business of the Company.
For purposes of this Agreement, the capitalized terms “Termination” and “Terminate,” shall mean Executive’s Separation
from Service (as defined below) from the Company. A “Separation from Service” with respect to Executive shall mean a “separation
from service,” as defined in Treasury Regulation Section 1.409A-1(h).
3. Protection of Proprietary and Confidential Information. Executive agrees that Executive’s employment creates a relationship
of confidence and trust with the Company with respect to Proprietary and Confidential Information (as defined below) of the
Company learned by Executive during Executive’s employment.
A. Executive agrees not to directly or indirectly use or disclose any of the Proprietary and Confidential Information of the
Company or any of its affiliates at any time except in connection with the services Executive provides to such entities. “Proprietary
and Confidential Information” shall mean trade secrets, confidential knowledge, data or any other proprietary or confidential
information of the Company or any of its affiliates, or of any
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