Health Net 2011 Annual Report Download - page 236

amounts to which Executive may be entitled through such Termination date under any other compensatory plan, arrangement or
program payment in accordance with the terms thereunder. This Agreement constitutes a final and fully binding integrated agreement
with respect to the at-will nature of the employment relationship.
9. Termination of Employment/Severance Pay.
A. Termination Without Cause Not Following Change in Control. If Executive’s employment is Terminated by the
Company without “Cause” (as defined in Section 9(D) below) at any time that is not within two (2) years after a “Change in
Control” (as defined below) of Health Net, Inc., Executive will be entitled to receive, within thirty (30) days following the
Termination of Executive’s employment, provided that Executive signs and delivers prior to the expiration of such (30) day period,
and does not revoke or attempt to revoke, a Waiver and Release of Claims substantially in the form attached hereto as Exhibit A, as
may be revised by the Company from time to time, which is incorporated into this Agreement by reference, (i) a lump sum cash
payment equal to twelve (12) months of Executive’s Base Salary in effect immediately prior to the date of Executive’s Termination,
and (ii) the continuation, under COBRA, of Executive’s medical, dental and vision benefits (as maintained for Executive’s benefit
immediately prior to the date of Executive’s Termination) (the “Benefits”) for Executive and Executive’s dependents for a period of
twelve (12) months, with premium payments paid by the Company on Executive’s behalf as they become due, provided, that
Executive properly elects to continue those benefits under COBRA.
For purposes of this Agreement, “Change in Control” is defined as any of the following which occurs subsequent to the
Effective Date:
(i) Any person (as such term is defined under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)), corporation or other entity (other than Health Net, Inc. or any of its subsidiaries, or any employee benefit
plan sponsored by Health Net, Inc. or any of its subsidiaries) is or becomes the beneficial owner (as such term is defined in Rule
13d-3 under the Exchange Act) of securities of Health Net, Inc. representing twenty percent (20%) or more of the combined
voting power of the outstanding securities of Health Net, Inc. which ordinarily (and apart from rights accruing under special
circumstances) have the right to vote in the election of directors (calculated as provided in paragraph (d) of such Rule 13d-3 in
the case of rights to acquire Health Net, Inc.’s securities) (the “Securities”);
(ii) As a result of a tender offer, merger, sale of assets or other major transaction, the persons who are directors of Health
Net, Inc. immediately prior to such transaction cease to constitute a majority of the Board of Directors of Health Net, Inc. (or
any successor corporations) immediately after such transaction;
(iii) Health Net, Inc. is merged or consolidated with any other person, firm, corporation or other entity and, as a result, the
shareholders of Health Net, Inc., as determined immediately before such transaction, own less than eighty percent (80%) of the
outstanding Securities of the surviving or resulting entity immediately after such transaction:
(iv) A tender offer or exchange offer is made and consummated for the ownership of twenty percent (20%) or more of the
outstanding Securities of Health Net, Inc.;
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