Health Net 2009 Annual Report Download - page 198

Exhibit 10.6
STEVEN SELL
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of
February 22, 2010 (the “Effective Date”), by and between Health Net, Inc., a Delaware corporation (the “Company”), with its
principal place of business located at 21650 Oxnard Street, Woodland Hills, California 91367, and Steven Sell (“Executive”). This
Agreement amends and restates in its entirety the Prior Agreement (as defined below).
RECITALS
WHEREAS, the Company and Executive previously entered into that certain Employment Agreement dated April 6, 2009,
which set forth the terms of Executive’s employment with the Company (the “Prior Agreement”); and
WHEREAS, the Company and Executive now desire to amend and restate the Prior Agreement on the terms and conditions set
forth herein, and to supersede the Prior Agreement in all respects effective as of the Effective Date.
NOW, THEREFORE, in consideration of the following covenants, conditions and promises contained herein, and other good
and valuable consideration, the Company and Executive hereby agree as follows:
1. Duties and Salary.
A. Duties. Executive’s title will be President, Western Region Health Plans, but may be changed at the discretion of the
Company to a title that reflects a similarly situated senior executive position. Executive shall report directly to Jim Woys, Executive
Vice President and Chief Operating Officer of the Company, but Executive’s reporting relationship may be changed from time to time
at the discretion of the Company. Executive’s duties and responsibilities are to maximize the profitable growth of enrollment in the
Company’s commercial lines of business within the West Region, but the Company reserves the right to assign Executive other duties
as needed and to change Executive’s duties from time to time on reasonable notice, based on Executive’s skills and the needs of the
Company. In the event that Executive performs any such additional duties, Executive shall not be entitled to an increase in
compensation beyond that specified in this Agreement.
B. Salary. Executive will be paid a base salary at the annual rate of $450,000.00 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.