Health Net 2009 Annual Report Download - page 220

5. TERM OF ASSIGNMENT: It is expected that the term of your employment assignment as set forth herein will
commence on December 14, 2009 (the “Commencement Date”) and continue through March 31, 2012, as may be
adjusted by the Company (the “Term of Assi
g
nment”).
6. SALARY: Your Base Salary (as defined in the Employment Agreement) of $500,000 will remain unchanged; provided,
however, that you will not be eligible for an annual merit review relating to your base salary.
7. INCENTIVE BONUS: Your bonus target of 70% of annual base salary will remain unchanged. You will remain eligible
to participate in the Company’s Executive Incentive Plan; provided, however, that your performance goals will be adjusted
to reflect your employment with HNNE during the Term of Assignment.
8. EQUITY GRANTS: You will not be eligible to receive any equity grants.
9. TERMINATION WITHOUT CAUSE NOT FOLLOWING CHANGE IN CONTROL: In lieu of the 24 months of
severance pay set forth in clause (i) of the first paragraph of Section 10.A of the Employment Agreement:
• If the Company terminates your employment without Cause due to unsatisfactory performance prior to the
successful completion of your employment assignment as set forth herein, as determined by Jay Gellert, President
and Chief Executive Officer, and James Woys, Executive Vice President and Chief Operating Officer, you will be
entitled to receive a lump-sum cash payment equal to (i) 12 months (if the date of your termination occurs on or
prior to the 12-month anniversary of the Commencement Date) or (ii) 24 months (if the date of your termination
occurs after the 12-month anniversary of the Commencement Date) of your Base Salary as in effect immediately
prior to the date of your termination; or
• If the Company terminates your employment without Cause upon the successful completion of your employment
assignment as set forth herein, as determined by Jay Gellert, President and Chief Executive Officer, and James
Woys, Executive Vice President and Chief Operating Officer, you will be entitled to receive a lump-sum cash
payment equal to 24 months of your Base Salary as in effect immediately prior to the date of your termination.
10. TERMINATION WITHOUT CAUSE OR FOR GOOD REASON FOLLOWING CHANGE IN CONTROL: In lieu
of the 36 months of severance pay set forth in clause (i) of the first paragraph of Section 10.B of the Employment
Agreement, you will be eligible to receive a lump-sum cash payment equal to 24 months of your Base Salary in effect
immediately prior to the date of your qualifying termination.