Health Net 2009 Annual Report Download - page 176

Exhibit 10.1
ANGELEE F. BOUCHARD
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of
December 14, 2009 (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 Angelee F. Bouchard
(“Executive”). This Agreement amends and restates in its entirety the Prior Agreement (as defined below).
RECITALS
WHEREAS, the Company and Executive previously entered into that certain Employment Agreement dated March 26, 2003,
which set forth the terms of Executive’s employment with the Company; and
WHEREAS, the Company and Executive now desire to amend and restate the Prior Agreement on the terms and conditions set
forth herein, and to supersede the Prior Agreement in all respects effective as of the Effective Date.
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 will be Senior Vice President, General Counsel and Corporate Secretary, 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 act as the Company’s most senior legal counsel
responsible for advising the Company’s Board of Directors and senior executives on matters of corporate and employee law,
compliance, regulation and governance, and to oversee and direct all internal and external legal activities on behalf of the Company,
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. In the event that Executive performs any such
additional duties, Executive shall not be entitled to an increase in compensation beyond that specified in this Agreement.