Certain Compensation Arrangements Company Executive Officers



 Exhibit 10.16 
  
 CERTAIN COMPENSATION ARRANGEMENTS 
 WITH HEALTH NET, INC.’S EXECUTIVE OFFICERS 
  
 Base Salaries 
  
 The annual base salaries for the Company’s
executive officers as of February 24, 2005 are as set forth below. 
  

					
	 NAME AND POSITION

	  	BASE SALARY

	 
	 Jay M. Gellert
 President and Chief Executive Officer
	  	$	900,000	 
		
	 Jeffrey M. Folick
 Executive Vice President, Regional Health Plans and Specialty Companies
	  	$	540,000	 
		
	 Stephen D. Lynch
 President, Regional Health Plans
	  	$	450,000	(1)
		
	 Karin D. Mayhew
 Senior Vice President of Organization Effectiveness
	  	$	375,000	 
		
	 Steven H. Nelson
 President of Health Net of the Northeast
	  	$	400,000	(2)
		
	 Anthony S. Piszel
 Executive Vice President, Chief Financial Officer
	  	$	500,000	 
		
	 Marvin P. Rich
 Executive Vice President, Operations
	  	$	525,000	 
		
	 Jonathan Scheff, M.D.
 Senior Vice President and Chief Medical Officer
	  	$	341,550	(3)
		
	 B. Curtis Westen, Esq.
 Senior Vice President, General Counsel and Secretary
	  	$	500,000	 









				
	 NAME AND POSITION

	  	BASE SALARY


	 Christopher P. Wing
 Executive Vice President, Regional Health Plans and Specialty Companies
	  	$	525,000
		
	 James E. Woys
 President of Health Net Federal Services
	  	$	475,000



	(1)	As reported in the Company’s Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 9, 2005, Mr. Lynch’s salary was increased in
January 2005 in conjunction with his appointment to President, Regional Health Plans for the Company. 


	(2)	As reported in the Company’s Form 8-K filed with the SEC on March 10, 2005, Mr. Nelson was designated, on March 4, 2005, as a Section 16 reporting officer. Mr. Nelson’s
salary was increased in January 2005 in conjunction with his appointment to President of Health Net of the Northeast. 


	(3)	Reflects the $11,550 increase in Mr. Scheff’s annual base salary for 2005 approved by the Compensation Committee on February 24, 2005. 

  
 Annual Incentive Compensation to Be Earned in 2005 
  
 On February 24, 2005, the Compensation Committee established the 2005
performance goals for the eligibility of the Company’s executive officers for bonus awards under the Plan. The Compensation Committee designated the executive officers eligible to participate in the Plan for 2005. The 2005 performance goals
were set in a manner consistent with the 2004 goals, and include pre-established corporate, business unit and individual performance goals. Specifically, for 2005, the Plan is to be funded based on the Company attaining its earnings per share goals
as approved by the Compensation Committee. Actual incentive awards for 2005 are to be paid on performance against pre-established corporate, business unit and individual performance goals. Corporate goals for 2005 are based upon earnings per-share,
commercial membership and employee satisfaction improvement. Business unit goals vary, but are based on financial and operating performance and employee satisfaction improvement. The Compensation Committee established individual target bonuses so
that a participant under the Plan would be entitled to receive from 50% to 125% of his or her base salary as a target bonus, with a payout ranging from 0% to 125% of target bonus depending upon the attainment of total performance goals. The
Compensation Committee has the discretion to reduce but not increase the amount of a participant’s bonus under the Plan.