Health Net 2009 Annual Report Download - page 233

Exhibit 10.35
HEALTH NET, INC.
DEFERRED COMPENSATION PLAN
(as amended and restated effective January 1, 2010)
I. INTRODUCTION
The purpose of the Health Net, Inc. Deferred Compensation Plan (the “Plan”) is to permit certain key employees of Health Net,
Inc., a Delaware corporation (the “Company”), and certain of its subsidiaries to defer receipt of compensation payable to such
employees until such times as set forth herein.
II. DEFINITIONS
For purposes of the Plan, the following capitalized terms shall have the meanings set forth in this Article.
2.1 “Account” shall mean the account kept on the books and records of the Company established on behalf of a Participant in
the Plan to which amounts deferred by such Participant (and deemed earnings and losses thereon), other than amounts credited to the
Participant’s In-Service Withdrawal Account, are credited.
2.2 “Beneficiary” shall mean the beneficiary or beneficiaries (including any contingent beneficiary) designated pursuant to
Section 4.5, except that the beneficiary or beneficiaries entitled to amounts credited to the subaccounts of an Eligible Employee’s
Former Account shall be the beneficiary or beneficiaries as designated pursuant to The Health Net Executive Deferral Plan and The
Health Net Supplemental Credit Plan (such plans terminated effective as of December 31, 2000), unless a change to such a
beneficiary is made pursuant to Section 4.5 hereof.
2.3 “Board” shall mean the Board of Directors of the Company.
2.4 “Code” shall mean the Internal Revenue Code of 1986, as amended.
2.5 “Committee” shall mean the Compensation Committee of the Board.
2.6 “Common Stock” shall mean the Class A Common Stock, $.001 par value, of the Company.
2.7 “Company” shall mean Health Net, Inc. (formerly known as Foundation Health Systems, Inc.), a Delaware corporation, or
any successor thereto.
2.8 “Compensation” shall mean the total earnings paid by an Employer to an Eligible Employee and properly reportable on IRS
Form W-2 for a Deferral Year (including bonuses and overtime), and all amounts not includible in such Eligible Employee’s gross
income for federal income tax purposes solely on account of his or her election to have compensation reduced pursuant to the Plan, a
qualified cash or deferred arrangement described in Section 401(k) of the