Health Net 2009 Annual Report Download - page 185

E. Termination Due to Death or Disability. In the event that Executive’s employment is Terminated at any time due to
Executive’s death or “Disability” (as defined below), Executive (or Executive’s beneficiaries or estate) shall be entitled to receive,
provided Executive (or Executive’s beneficiaries or estate, as applicable) signs 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) continuation
of Executive’s Benefits for a period of twelve (12) months from the date of Termination and (ii) a lump sum payment equal to twelve
(12) months Executive’s Base Salary in effect immediately prior to the date of Executive’s Termination, to be paid within thirty
(30) days following Executive’s Termination of employment. For purposes of this Agreement, a Termination for “Disability” shall
mean a Termination of Executive’s employment due to Executive’s absence from Executive’s duties with the Company on a full-time
basis for at least 180 consecutive days as a result of Executive’s incapacity due to physical or mental illness which is determined to be
total and permanent by a physician selected by the Company or its insurers.
11. Withholding. All payments required to be made by the Company hereunder to Executive or Executive’s estate or
beneficiaries shall be subject to the withholding of such amounts relating to taxes as the Company may reasonably determine should
be withheld pursuant to any applicable law or regulation.
12. Restrictive Covenants.
A. Non-Competition. Executive hereby agrees that, during (i) the six (6)-month period following a Termination of
Executive’s employment with the Company that entitles Executive to receive severance benefits under this Agreement or a written
agreement with or policy of the Company or (ii) the twelve (12)-month period following a Termination of Executive’s employment
with the Company that does not entitle Executive to receive such severance benefits (the period referred to in either clause (i) or (ii),
the “Restricted Period”), Executive shall not undertake any employment or activity (including, but not limited to, consulting services)
with a Competitor (as defined below) in any geographic area in which the Company or any of its affiliates operate (the “Market
Area”), where the loyal and complete fulfillment of the duties of the competitive employment or activity would call upon Executive
to reveal, to make judgments on or otherwise use or disclose any confidential business information or trade secrets of the business of
the Company or any of its affiliates to which Executive had access during Executive’s employment with the Company. For purposes
of this Section, “Competitor” shall refer to any health maintenance organization or insurance company that provides managed health
care or related services similar to those provided by the Company or any of its affiliates.
B. Non-Solicitation. In addition, Executive agrees that, during the applicable Restricted Period following Termination of
Executive’s employment with the Company, Executive shall not, directly or indirectly, (i) solicit, interfere with, hire, offer to hire or
induce any person, who is or was an employee of the Company or any of its affiliates at the time of such solicitation, interference,
hiring, offering to hire or inducement, to discontinue his/her relationship with the Company or any of its affiliates or to accept
employment by, or enter into a business relationship with, Executive or any other entity or person or (ii) solicit, interfere with or
otherwise contact any customer or client of the Company or any of its affiliates.
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