Health Net 2007 Annual Report Download - page 183

Exhibit 10.7
STEPHEN D. LYNCH
AMENDED & RESTATED EMPLOYMENT AGREEMENT
This AMENDED & RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of
December 11, 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 Stephen D. Lynch (“Executive”).
RECITALS
WHEREAS, the Company and Executive are party to an Employment Letter Agreement dated as of January 19, 2005, as
amended on January 4, 2006 (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 President of the Company’s Health Plan Division 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 President, Health Plan Division, 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 are to provide executive leadership for the restructure of the Company’s health
plans (the “Restructuring”), including identification of market leaders, infrastructure processes and procedures, establishing
integration points with the Company’s new shared services organization and achievement of market plans, 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 $600,000, 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 an annual merit increase in 2008. Pursuant to the
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