Health Net 2011 Annual Report Download - page 238

(iii) A relocation of Executive to a work location more than fifty (50) miles from Executive’s work location immediately
prior to such proposed relocation; provided that such proposed relocation results in a materially greater commute for Executive
based on Executive’s residence immediately prior to such relocation; or
(iv) The failure of the Company to obtain an assumption agreement from any successor contemplated under Section 12 of
this Agreement;
provided, however, that (a) Executive provides written notice to the Company of the existence of the condition described
above within ninety (90) days of the initial existence of the condition, (b) the Company fails to cure such condition within thirty
(30) days after receipt of such written notice, and (c) the date of Executive’s Termination occurs no later than seventy-five
(75) days after the initial occurrence of the event constituting Good Reason, in accordance with Treasury Regulation
Section 1.409A-1(n)(2)(ii).
C. Voluntary Termination. Notwithstanding anything to the contrary in this Agreement, whether express or implied,
Executive may at any time Terminate Executive’s employment for any reason by giving the Company fourteen (14) days prior written
notice of the effective date of Termination. In the event that Executive voluntarily Terminates employment with the Company (except
for Good Reason within two (2) years after a Change in Control of Health Net, Inc., as described in Section 9(B) hereof), then
Executive shall not be eligible to receive any payments or continuation of Benefits set forth in this Section 9).
D. Termination by the Company for Cause. The Company may Terminate Executive’s employment for “Cause” at any
time with or without advance notice. In the event of such Termination, Executive will not be eligible to receive any of the payments
set forth in Section 9(A) or 9(B) above. For purposes of this Agreement, a Termination for “Cause” is defined as: (i) an act of
dishonesty causing harm to the Company or any of its affiliates, (ii) the material breach of either the Company’s Code of Business
Conduct and Ethics (the “Code of Conduct”) or any policy or procedure developed and published by the Company regarding
compliance or ethics related to the Code of Conduct, (iii) habitual drunkenness or narcotic drug addiction, (iv) conviction of, or entry
by Executive of a guilty or no contest plea to, the commission of a felony or a misdemeanor involving moral turpitude, (v) willful
refusal to perform or gross neglect of the duties assigned to Executive, (vi) the willful breach of any law that, directly or indirectly,
affects the Company or any of its affiliates, (vii) a material breach by Executive following a Change in Control of those duties and
responsibilities of Executive that do not differ in any material respect from Executive’s duties and responsibilities during the 90-day
period immediately prior to such Change in Control (other than as a result of incapacity due to physical or mental illness) which is
demonstrably willful and deliberate on Executive’s part, which is committed in bad faith or without reasonable belief that such breach
is in the best interests of the Company or any of its affiliates and which is not remedied in a reasonable period of time after receipt of
written notice from the Company specifying such breach, or (viii) breach of Executive’s obligations hereunder (or under any
Company policy) to protect the proprietary and confidential information of the Company or any of its affiliates.
E. Termination Due to Death or Disability. In the event that Executive’s employment is Terminated at any time due to
Executive’s death or “Disability” (as defined below), Executive (or Executive’s beneficiaries or estate) shall be entitled to receive,
provided
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