Health Net 2009 Annual Report Download - page 244

Exhibit 10.36
HEALTH NET, INC.
DEFERRED COMPENSATION PLAN
FOR DIRECTORS
(as amended and restated effective December 1, 2009)
I. INTRODUCTION
The purpose of the Health Net, Inc. Deferred Compensation Plan for Directors (the “Plan”) is to permit members of the board of
directors of Health Net, Inc., a Delaware corporation (the “Company”), who are not employees of the Company, to defer cash
retainers and meeting fees earned for services performed during the year, until such times as set forth herein. Prior to January 1, 2004,
such directors were eligible to participate in the Health Net, Inc. Deferred Compensation Plan, on substantially the same terms and
conditions that they are eligible to participate in this Plan.
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.
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 cash retainers, meeting fees and other cash remuneration (but excluding reimbursements or
other expenses, allowances or fringe benefits) earned by a Director for services performed during a Deferral Year.
2.9 “Deferral Year” shall mean the calendar year.