Health Net 2007 Annual Report Download - page 162

Exhibit 10.5
JAMES E. WOYS
EMPLOYMENT AGREEMENT
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of
November 30, 2007 (the “Effective Date”), by and between Health Net, Inc., a Delaware corporation (the “Company”), with its
principal place of business located at 21650 Oxnard Street, Woodland Hills, California 91367, and James E. Woys (“Executive”).
RECITALS
WHEREAS, the Company and Executive are party to an Employment Letter Agreement, dated January 30, 2006, as amended on
January 24, 2007 (as amended, the “Prior Agreement”);
WHEREAS, the Company and Executive desire to amend and restate the Prior Agreement to reflect Executive’s new role with
the Company as Executive Vice President and Chief Operating Officer and to make certain changes to the Prior Agreement as a result
of Executive’s new role; and
WHEREAS, the Company and Executive are entering into this Agreement to establish the terms and conditions of the
employment relationship.
NOW, THEREFORE, in consideration of the following covenants, conditions and promises contained herein, and other good
and valuable consideration, the Company and Executive hereby agree as follows:
1. Duties and Salary.
A. Duties. Executive’s title is Executive Vice President and Chief Operating Officer, but may be changed at the discretion
of the Company to a title that reflects a similarly situated senior executive position. Executive shall report directly to Jay Gellert,
President and Chief Executive Officer of the Company, but Executive’s reporting relationship may be changed from time to time at
the discretion of the Company. Executive’s duties and responsibilities include executive leadership of claims, customer service,
information technology, health care analytics and pharmacy, and oversight of the Federal Services and MHN business units, but the
Company reserves the right to assign Executive other duties as needed and to change Executive’s duties from time to time on
reasonable notice, based on Executive’s skills and the needs of the Company.
B. Salary. Executive will be paid a base salary at the annual rate of $700,000, which salary will be paid on a pro-rated bi-
weekly basis, less applicable withholdings (“Base Salary”), covering all hours worked. Generally, Executive’s Base Salary will be
reviewed annually, but the Company reserves the right to change Executive’s compensation from time-to-time. Executive will not be
eligible for a merit increase in 2008. Pursuant to the charter of the Compensation Committee of the Company’s Board of Directors
(the “Committee”), any
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