Health Net 2007 Annual Report Download - page 191

(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 13 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). However, Executive will be eligible to purchase Company health
insurance coverage, either pursuant to one of the Company’s commercial private plans or to a health plan provided for Company
associates, for Executive and Executive’s spouse at Executive’s expense until Executive is eligible for Medicare at age 65. For
avoidance of doubt, Executive shall be responsible for paying monthly premiums on such coverage and, if Executive elects to
participate in a health plan provided for Company associates, such monthly premiums will not include any Company subsidization
typically provided to Company associates.
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 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.
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