Health Net 2009 Annual Report Download - page 183

the outstanding Securities of the surviving or resulting entity immediately after such transaction:
(iv) A tender offer or exchange offer is made and consummated for the ownership of twenty percent (20%) or more of the
outstanding Securities of Health Net, Inc.;
(v) Health Net, Inc. transfers substantially all of its assets to another person, firm, corporation or other entity that is not a
wholly-owned subsidiary of Health Net, Inc.; or
(vi) Health Net, Inc. enters into a management agreement with another person, firm, corporation or other entity that is not a
wholly-owned subsidiary of Health Net, Inc. and such management agreement extends hiring and firing authority over
Executive to an individual or organization other than Health Net, Inc.
B. Termination Without Cause or For Good Reason Following Change in Control. If at any time within two (2) years after
a Change in Control of Health Net, Inc. Executive’s employment is Terminated by the Company without Cause or Executive
Terminates Executive’s employment for “Good Reason” (as defined below) (by giving the Company at least fourteen (14) days prior
written notice of the effective date of Termination), then Executive will be entitled to receive, within thirty (30) days following the
Termination of Executive’s employment, provided that Executive signs and delivers prior to the expiration of such thirty (30) day
period, and does not revokes or attempt to revoke, 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 payment equal to thirty-six
(36) months of Executive’s Base Salary in effect immediately prior to the date of Executive’s Termination, and (ii) the continuation
of Executive’s Benefits for eighteen (18) months following Executive’s date of Termination, and (iii) and after expiration of such
eighteen (18) months Benefits continuation period, the continuation, under COBRA, of Benefits for Executive and Executive’s
dependents for a period of eighteen (18) 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 substantial reduction in the scope of Executive’s authority, duties or responsibilities with the Company, 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;
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