Health Net 2009 Annual Report Download - page 203

Under the Executive Stock Ownership Policy as currently in effect, to the extent that Executive has not achieved the Stock
Ownership Requirement, Executive must hold 75% of all “net settled shares” received from the vesting, delivery or exercise of equity
awards granted under the Company’s equity award (including long-term incentive) plans. For purposes of the Executive Stock
Ownership Policy, “net settled shares” means those shares that remain after payment of (i) the exercise price of stock options or
purchase price of other awards and all applicable withholding taxes, including shares sold or netted with respect thereto, and (ii) all
applicable transaction costs.
The Committee expects that Executive will make reasonable progress toward Executive’s Stock Ownership Requirement.
Executive will be notified on an annual basis of any changes in Executive’s Target Amount.
9. Term of Employment. Executive’s employment with the Company is at the mutual consent of Executive and the Company.
Nothing in this Agreement is intended to guarantee Executive’s continuing employment with the Company or employment for any
specific length of time. Accordingly, either Executive or the Company may terminate the employment relationship at any time and for
any reason whatsoever (or for no reason), subject to certain notice requirements, to the extent applicable, as set forth herein. Upon
Termination of Executive’s employment for any reason, in addition to any other payments that may be payable to Executive
hereunder, Executive (or Executive’s beneficiaries or estate) shall be paid (in each case to the extent not theretofore paid) within
thirty (30) days following Executive’s date of Termination (or such shorter period that may be required by applicable law):
(a) Executive’s annual Base Salary through such Termination date, (b) accrued but unused PTO, (c) reimbursable expenses incurred
by Executive prior to the Termination date and (d) payment of amounts to which Executive may be entitled through such Termination
date under any other compensatory plan, arrangement or program payment in accordance with the terms thereunder. This Agreement
constitutes a final and fully binding integrated agreement with respect to the at-will nature of the employment relationship.
10. Termination of Employment/Severance Pay.
A. Termination Without Cause. If Executive’s employment is Terminated by the Company without “Cause” (as defined in
Section 10(D) below), 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 (30) day period, and does not revoke 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 cash payment equal to 12 months of Executive’s Base Salary
in effect immediately prior to the date of Executive’s Termination, and (ii) the continuation, under COBRA, of Executive’s medical,
dental and vision benefits (as maintained for Executive’s benefit immediately prior to the date of Executive’s Termination) (the
“Benefits”) for Executive and Executive’s dependents for a period of 12 months, with premium payments paid by the Company on
Executive’s behalf, provided, that Executive properly elects to continue those benefits under COBRA.
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