Health Net 2009 Annual Report Download - page 245

2.10 “Director” shall mean a member of the Board who is not an employee (as defined in accordance with Section 3401(c) of
the Code and the regulations and revenue rulings thereunder) of the Company, including any subsidiary or affiliate thereof.
2.11 “Disability” shall mean a physical or mental disability which, in the judgment of the Committee, prevents a Participant
from performing substantially such Participant’s duties and responsibilities to the Company for a continuous period of at least six
months.
2.12 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.
2.13 “Effective Date” shall mean January 1, 2004.
2.14 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
2.15 “In-Service Withdrawal Account” shall mean the account kept on the books and records of the Company established on
behalf of a Participant to which amounts deferred by such Participant pursuant to Section 3.2(f) (and deemed earnings and losses
thereon) shall be paid in a lump sum at the time or times described in Section 4.1(b).
2.16 “In-Service Withdrawal Year” shall mean the calendar year designated by a Participant on his or her deferral election form
filed pursuant to Section 3.2(f), which year begins at least three years after the year in respect of which the Participant has filed such
election form.
2.17 “Investment Fund” shall mean an “open-end,” “closed-end” or other collective investment fund selected by the Company
from time to time as a measure for allocating deemed investment gains and losses to Participants’ accounts.
2.18 “Merger” shall mean any merger of the Company in which the holders of the Class A common stock, $.001 par value, of
the Company immediately prior to the merger have the same proportionate ownership of common stock of the surviving or resulting
parent corporation immediately after the merger.
2.19 “Participant” shall mean a Director who has elected to defer, pursuant to the terms of the Plan, the receipt of an amount of
Compensation earned for services performed during a Deferral Year.
2.20 “Payment Date” shall mean the date chosen by the Company, in its sole discretion, that occurs within the 90-day period
beginning immediately after the last day of a Deferral Year.
III. PARTICIPATION AND DEFERRALS
3.1 Participation.
(a) In General. Each Director may participate in the Plan in a Deferral Year by irrevocably specifying on an election form filed
with the Company prior to the beginning of such Deferral Year the percentage(s) of the Compensation earned by him or her for
services performed during the Deferral Year to be deducted from such Compensation and deferred for
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