Health Net 2007 Annual Report Download - page 169

Executive’s dependents for a period of eighteen months following the effective date of Executive’s Termination with premium
payments made by the Company on Executive’s behalf, provided, that Executive properly elects to continue those benefits under
COBRA, and provided, further, that in the event the Company requests, in writing, prior to such voluntary Termination by Executive
for Good Reason that Executive continue in the employ of the Company for a period of time up to 90 days following such Change in
Control, then Executive shall forfeit such severance allowance if Executive voluntarily leaves the employ of the Company prior to the
expiration of such period of time.
For purposes of this Agreement, the term “Good Reason” means any of the following which occurs, without Executive’s
consent, subsequent to the effective date of a Change in Control as defined above:
(i) A demotion or a substantial reduction in the scope of Executive’s position, duties, responsibilities or status with the
Company, or any removal of Executive from or any failure to reelect Executive to any of the positions (or functional equivalent
of such positions) referred to in the introductory paragraphs hereof, except in connection with the Termination of Executive’s
employment for Disability (as defined below), normal retirement or Cause or by Executive voluntarily other than for Good
Reason;
(ii) A reduction by the Company in Executive’s Base Salary or a material reduction in the benefits or perquisites available
to Executive as in effect immediately prior to any such reduction;
(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.
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.), 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
-8 -