Health Net 2007 Annual Report Download - page 167

Agreement. Any shares of Company Common Stock that Executive owns, and any restricted stock units, shares of restricted stock or
performance shares of the Company that Executive owns and have vested count toward the Target Amount. Stock options, unvested
restricted stock units, unvested shares of restricted stock, unvested performance shares and shares of Common Stock gifted to others
do not count toward the Target Amount. Under the Executive Stock Ownership Policy, Executive will have until four years from the
Effective Date to comply with the Stock Ownership Requirement.
The Committee expects that Executive will make reasonable progress toward Executive’s Stock Ownership Requirement.
Executive will be notified on an annual basis of any changes in Executive’s Target Amount.
8. Term of Employment. Executive’s employment with the Company is at the mutual consent of Executive and the Company.
Nothing in this Agreement is intended to guarantee Executive’s continuing employment with the Company or employment for any
specific length of time. Accordingly, either Executive or the Company may terminate the employment relationship at any time, with
or without advance notice and with or without “Cause” (as defined below). Upon Termination of Executive’s employment for any
reason, in addition to any other payments that may be payable to Executive hereunder, Executive (or Executive’s beneficiaries or
estate) shall be paid (in each case to the extent not theretofore paid) within thirty (30) days following Executive’s date of Termination
(or such shorter period that may be required by applicable law): (a) Executive’s annual Base Salary through such date, (b) accrued but
unused PTO, (c) reimbursable expenses incurred by Executive prior to the Termination date and (d) amounts under any other
compensatory plan, arrangement or program payment to which Executive may then be entitled. 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, prior to the expiration of such (30) day period, a Separation
Agreement, Waiver and Release of Claims substantially in the form attached hereto as Exhibit A, which is incorporated into this
Agreement by reference, (i) a lump sum cash payment equal to twenty-four months of Executive’s Base Salary in effect immediately
prior to the date of Executive’s Termination, and (ii) the continuation 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 six months following the effective date of Executive’s Termination, and (iii) the continuation,
under COBRA, of Executive’s Benefits for Executive and Executive’s dependents for a period of eighteen months, with premium
payments paid by the Company on Executive’s behalf, 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 of Executive’s employment:
-6 -