Exhibit 10.03


 


WellPoint Health Networks Inc.


Management Bonus Plan


 


Pursuant to the authority under Paragraph D.1 of the WellPoint Health
Networks Inc. Management Bonus Plan, effective as of January 1, 2000 (the “MBP”),
the Chief Executive Officer of WellPoint Health Networks Inc. (the “CEO”
of the “Company”) has the full discretionary authority to administer and
interpret the MBP.  The CEO desires to
clarify certain provisions of the MBP as described below, in order to avoid
unintended duplication of benefits. 
Capitalized terms used herein, unless otherwise defined herein, shall
have the same meaning as set forth in the MBP.


 


Participants under the WellPoint Health
Networks Inc. Officer Change-in-Control Plan, as amended and restated through
December 4, 2001 and as may be amended from time to time (the “CIC Plan”),
may under the terms of the CIC Plan become entitled to a “guaranteed annual
bonus” for the fiscal year in which occurs a “change in control” (as defined in
the CIC Plan) in accordance with Section 2.2 of the CIC Plan, or a “pro-rated
bonus” for the fiscal year in which occurs an “involuntary termination” or
“constructive termination” (as defined in the CIC Plan) in accordance with
Section 3.7 of the CIC Plan.  A bonus
payable to a Participant under the MBP in respect of the same period is not
intended to duplicate, nor to be in addition to, a bonus payable to such
Participant in accordance with the terms of Section 2.2 or Section 3.7 of the
CIC Plan.


 


Accordingly, the CEO desires to clarify the
MBP such that, if any Participant under the MBP becomes entitled under the
terms of the CIC Plan to a “guaranteed annual bonus” (which may be a pro-rated
bonus) pursuant to Section 2.2 of the CIC Plan in respect of a fiscal year in
which occurs a qualifying “change in control,” the guaranteed annual bonus that
is paid to the Participant in accordance with Section 2.2 of the CIC Plan will
be deemed to be the award for such Participant under the MBP in respect of such
fiscal year, and the Participant shall not be entitled to an additional bonus
under the MBP in respect of such fiscal year.


 


Similarly, the CEO desires to clarify the MBP
such that, if any Participant under the MBP becomes entitled under the terms of
the CIC Plan to a “pro-rated bonus” pursuant to Section 3.7 of the CIC Plan in
respect of the fiscal year in which occurs the Participant’s “involuntary
termination” or “constructive termination” (as defined in the CIC Plan), the
pro-rated bonus that is paid to the Participant in accordance with Section 3.7
of the CIC Plan will be deemed to be the award for such Participant under the
MBP in respect of such fiscal year, and the Participant shall not be entitled
to an additional bonus under the MBP in respect of such fiscal year.


 


In all cases, only one bonus can be paid to a
Participant under the MBP in respect of any given fiscal year (or in respect of
any portion of a given fiscal year), and in no


 

















 


event shall any Participant be entitled to more than one bonus under
the MBP in respect of any given fiscal year (or in respect of any portion of
any given fiscal year).  Thus, if an
“involuntary termination” or “constructive termination” occurs for any
Participant during the fiscal year in which a qualifying “change in control”
occurs, then the Participant will be eligible for an award in respect of the
pro-rated guaranteed annual bonus provided for in Section 2.2 of the CIC Plan,
and will not additionally be eligible for an award in respect of the pro-rated
bonus provided for under Section 3.7 of the CIC Plan.


 


The MBP currently permits the Administrator to pay a pro-rated bonus to
Participants who terminate employment prior to the payment of a bonus as a
result of a reduction in force commencing in the fourth quarter of a fiscal
year (and the prior year’s bonus award and a pro-rata bonus award if such
termination occurs between the start of the next fiscal year and payment of the
prior year’s bonus).  The CEO desires to
clarify the MBP such that, if any Participant terminates employment after the
fiscal year in which occurs a qualifying “change in control” (as defined in the
CIC Plan), but within 36 months following such qualifying “change in control,”
and therefore becomes entitled under the terms of the CIC Plan to a pro-rated
bonus pursuant to Section 3.7 of the CIC Plan in respect of the year of
termination, the bonus that is paid to the Participant in accordance with
Section 3.7 of the CIC Plan will be deemed to be the award to such Participant
under the MBP in respect of the fiscal year in which occurs the Participant’s
termination of employment, and the Participant shall not be entitled to an
additional bonus under the MBP in respect of such fiscal year (but may be
entitled to a bonus under the MBP in respect of the preceding fiscal year in
accordance with the terms of the MBP). 
Participants who terminate employment as a result of a reduction in
force as described above but who are not eligible for a pro-rata bonus under
Section 3.7 of the CIC Plan in respect of the year of termination may
nonetheless be eligible to receive a bonus under the MBP in accordance with the
terms of the MBP.


 


 


	
  Date: June 28, 2004

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Leonard D. Schaeffer

  	
   

  
	
   

  	
   

  	
  Leonard D. Schaeffer

  



 


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