Health Net 2009 Annual Report Download - page 219

Exhibit 10.10
December 14, 2009
Ms. Linda Tiano
[Address]
Dear Linda:
I am writing to confirm our recent discussions regarding changes to the terms and conditions of your employment with Health
Net, Inc. (the “Company”) in connection with your change of position to the position of President, Regional Health Plans, Health Net
of the Northeast, Inc. (“HNNE”), in connection with the transition of our HNNE commercial membership to UnitedHealth Group
Inc., pursuant to that certain stock purchase agreement dated July 20, 2009 (the “Stock Purchase Agreement”), on the terms and
conditions set forth in this letter. If you agree with these terms and conditions, please sign and return the enclosed copy to me.
As you know, under your Amended and Restated Employment Agreement between the Company and you, dated as of
December 3, 2008 (the “Employment Agreement”), the Company reserves the right to make personnel decisions regarding your
employment, including, but not limited to, decisions regarding any promotion, salary adjustment, transfer or disciplinary action, up to
and including termination, consistent with the needs of the business of the Company. The Company also reserves the right to make
such other changes to the terms and conditions of your employment in its discretion as set forth in the Employment Agreement.
Pursuant to the Employment Agreement, the following terms and conditions will apply during the Term of Assignment (as
defined below), including, under certain circumstances a reduction in the amount of severance pay otherwise payable under the
Employment Agreement, notwithstanding any provisions of the Employment Agreement to the contrary:
Re: Terms of Employment Assignment
1. TITLE: You will serve as President, Regional Health Plans, HNNE.
2. REPORTING RELATIONSHIP: You will report directly to Jim Woys, Executive Vice President and Chief Operating
Officer.
3. RESPONSIBILITY: You will be primarily responsible for executive leadership and oversight to ensure a successful
transition of the Health Net of the Northeast commercial membership to UnitedHealth Group Inc., pursuant to the Stock
Purchase Agreement, including the attainment of the performance requirements set forth in the transition services
agreement under the Stock Purchase Agreement.
4. WORK LOCATION: You will work at HNNE’s principal office located in Shelton, CT, except for reasonable business
travel to such other locations as may be necessary to fulfill your responsibilities.