Health Net 2011 Annual Report Download - page 234

C. Fringe Benefits. Executive will be entitled to such fringe benefits and perquisites as are provided by the Company from
time to time, in accordance with the Company’s policies, practices and procedures, and shall receive such additional fringe benefits
and perquisites as the Company may, in its discretion, from time-to-time provide. Without limiting the generality of the foregoing,
Executive will be entitled to (i) be reimbursed up to the amount of $5,000 per year for documented costs incurred for personal
financial counseling services provided to Executive, including tax preparation, and (ii) receive a $1,000 per month car allowance (a
grandfathered benefit), in each case, as long as Executive remains employed by the Company.
D. Incentive Bonus. Effective commencing with the Company’s 2012 fiscal year, Executive will be eligible to participate
in the Health Net, Inc. Executive Officer Incentive Plan (“EOIP”) in accordance with the terms of the EOIP, which provides
Executive with a target bonus for each plan year equal to 80% of Executive’s Base Salary as additional compensation according to the
terms of the EOIP. The actual bonus payment will range from 0% to 200% of target depending upon the actual results achieved. It is
understood that the Committee and the Company will award bonus amounts, if any, as it deems appropriate consistent with the EOIP.
E. Relocation Benefits. Executive’s relocation to Southern California will be covered under the Company’s Relocation
Policy currently in effect. All relocation expenses incurred under the Company’s Relocation Policy not deductible under IRS
regulations, except the miscellaneous spending allowance, will be “grossed up” for income tax purposes at the supplemental federal
tax rate and applicable state tax liability.
F. Expenses. Subject to and in accordance with the Company’s written policies for business and travel expenses, Executive
will receive reimbursement for all business travel and other out-of-pocket expenses reasonably incurred by Executive in the
performance of Executive’s duties pursuant to this Agreement.
7. Equity Grants.
A. Initial Equity Grant. On the Company’s next annual equity award grant date for oversight executives following the
Effective Date, upon approval by the Committee, Executive will be granted an equity award with respect to a total of 45,500 shares of
Common Stock of the Company (the “Common Stock”) comprised of 75% performance shares and 25% time-vested restricted stock
units (collectively, the “Equity Award”), which will vest in accordance with such schedule and subject to achievement of such
performance metrics as determined by the Committee for oversight executives. The Equity Award granted to Executive will be
granted under one of the Company’s Long-Term Incentive Plans and will be subject to the terms and conditions set forth in such plan
and the agreement executed in connection with such grant.
B. Future Equity Grants. Any future equity grants made to Executive will be granted under one of the Company’s Long-
Term Incentive Plans, and will be subject to the terms of such plan and of the agreement executed in connection with such grant. Any
future equity grants to Executive will be made at the discretion of the Committee.
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