**EXHIBIT 10.6**

**STEPHEN D. LYNCH**

**AMENDED & RESTATED EMPLOYMENT AGREEMENT**

This AMENDED & RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of December 11, 2007 (the“Effective Date”), and amended and restated as of December 3, 2008, by and between Health Net, Inc., a Delaware corporation (the “Company”), with its principal place of business located at 21650 Oxnard Street, WoodlandHills, California 91367, and Stephen D. Lynch (“Executive”). 

**RECITALS**

WHEREAS, the Company and Executive are party to an Amended & Restated Employment Agreement dated as of December 11, 2007 (the “PriorAgreement”); and 

WHEREAS, the Company and Executive desire to amend and restate the Prior Agreement to satisfy the requirements ofSection 409A of the Internal Revenue Code of 1986, as amended and the Treasury Regulations and Internal Revenue Service guidance thereunder. 

NOW, THEREFORE, in consideration of the following covenants, conditions and promises contained herein, and other good and valuable consideration, the Company and Executive hereby agree as follows: 

1. **DUTIES AND SALARY**. 

(a)Duties. Executive’s title is President, Health Plan Division, but may be changed at the discretion of the Company to a title that reflects a similarly situated senior executive position. Executive shall report directly to Jay Gellert,President and Chief Executive Officer of the Company, but Executive’s reporting relationship may be changed from time to time at the discretion of the Company. Executive’s duties and responsibilities are to provide executive leadership forthe restructure of the Company’s health plans (the “Restructuring”), including identification of market leaders, infrastructure processes and procedures, establishing integration points with the Company’s new shared servicesorganization and achievement of market plans**,** but the Company reserves the right to assign Executive other duties as needed and to change Executive’s duties from time to time on reasonable notice, based on Executive’s skills and theneeds of the Company. 

(b) Salary. Executive will be paid a base salary at the annual rate of $600,000, which salary will be paid ona pro-rated bi-weekly basis, less applicable withholdings (“Base Salary”), covering all hours worked. Generally, Executive’s Base Salary will be reviewed annually, but the Company reserves the right to change Executive’scompensation from time-to-time. Executive will not be eligible for an annual merit increase in 2008. Pursuant to the charter of the Compensation Committee of the Company’s Board of Directors (the “Committee”), any adjustment toExecutive’s compensation must be made with the approval of the Committee and, in the event that Executive constitutes one of the top two (2) highest paid executive officers of the Company, with the ratification of the Company’s Boardof Directors. 

(c) Disclosure of Personal Compensation Information. As an “executive officer” of theCompany (as such term is defined in the rules and regulations of the Securities and Exchange Commission (“SEC”)), information regarding Executive’s employment arrangements with the Company, including, among other things, the terms ofthis Agreement and any stock option agreement, restricted stock agreement, restricted stock unit agreement, performance share agreement and/or severance agreement Executive enters into with the Company from time to time (collectively, “PersonalCompensation Information”), may be disclosed in filings with the SEC, the New York Stock Exchange (“NYSE”) and/or other regulatory organizations upon the occurrence of certain triggering events. Such triggering events include, but arenot limited to, the execution of this Agreement and any amendments thereto, changes in Executive’s Base Salary, any annual incentive payment (whether in the form of cash or equity) awarded to Executive (in the past or after the date hereof),and the establishment of performance goals under the Company’s incentive plans. Executive’s execution of this Agreement will serve as Executive’s acknowledgement that Executive’s Personal Compensation Information may be publiclydisclosed from time to time in filings with the SEC, NYSE or otherwise as required by applicable law. 

2. **ADJUSTMENTS AND CHANGES INEMPLOYMENT STATUS**. Executive understands that the Company reserves the right to make personnel decisions regarding Executive’s employment, including, but not limited to, decisions regarding any promotion, salary adjustment, transfer ordisciplinary action, up to and including Termination (as defined below), consistent with the needs of the business of the Company. 

Forpurposes of this Agreement, the capitalized terms “Termination” and “Terminate,” shall mean Executive’s Separation from Service (as defined below) from the Company. A “Separation from Service” shall have themeaning ascribed to such term in Treasury Regulations promulgated under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), from time to time and other publications of the Internal Revenue Service published inthe Internal Revenue Bulletin from time to time. 

3. **PROTECTION OF PROPRIETARY AND CONFIDENTIAL INFORMATION**. Executive agreesthat Executive’s employment creates a relationship of confidence and trust with the Company with respect to Proprietary and Confidential Information (as defined below) of the Company learned by Executive during Executive’s employment.

(a) Executive agrees not to directly or indirectly use or disclose any of the Proprietary and Confidential Information of the Company orany of its affiliates at any time except in connection with the services Executive provides to such entities. “Proprietary and Confidential Information” shall mean trade secrets, confidential knowledge, data or any other proprietaryor confidential information of the Company or any of its affiliates, or of any customers, members, employees or directors of any of such entities, but shall not include any information that (i) was publicly known and made generally available inthe public domain prior to the time of disclosure to Executive by the Company or (ii) becomes publicly known and made generally available after disclosure to Executive by the Company other than as a result of a 

 

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disclosure by Executive in violation of this Agreement. By way of illustration but not limitation, “Proprietary and Confidential Information”includes: (i) trade secrets, documents, memoranda, reports, files, correspondence, lists and other written and graphic records affecting or relating to any such entity’s business; (ii) confidential marketing information includingwithout limitation marketing strategies, customer and client names and requirements, services, prices, margins and costs; (iii) confidential financial information; (iv) personnel information (including without limitation employeecompensation); and (v) other confidential business information. 

(b) Executive further agrees that at all times duringExecutive’s employment and thereafter, Executive will keep in confidence and trust all Proprietary and Confidential Information, and that Executive will not use or disclose any Proprietary and Confidential Information or anything related tosuch information without the written consent of the Company, except as may be necessary in the ordinary course of performing Executive’s duties to the Company. 

(c) All Company property, including, but not limited to, Proprietary and Confidential Information, documents, data, records, apparatus, equipment and other physical property, whether or not pertaining to Proprietaryand Confidential Information, provided to Executive by the Company or any of its affiliates or produced by Executive or others in connection with Executive’s providing services to the Company or any of its affiliates shall be and remain thesole property of the Company or its affiliates (as the case may be) and shall be returned promptly to such appropriate entity as and when requested by such entity. Executive shall return and deliver all such property upon termination ofExecutive’s employment, and Executive may not take any such property or any reproduction of such property upon such termination. 

(d)Executive recognizes that the Company and its affiliates have received and in the future will receive information from third parties which is private, proprietary or confidential information subject to a duty on such entity’s part to maintainthe confidentiality of such information and to use it only for certain limited purposes. Executive agrees that during Executive’s employment, and thereafter, Executive owes such entities and such third parties a duty to hold all such private,proprietary or confidential information received from third parties in the strictest confidence and not to disclose it, except as necessary in carrying out Executive’s work for such entities consistent with such entities’ agreements withsuch third parties, and not to use it for the benefit of anyone other than for such entities or such third parties consistent with such entities’ agreements with such third parties. 

(e) Executive’s obligations under this Section 3 shall continue after the Termination of Executive’s employment and any breach of thisSection 3 shall be a material breach of this Agreement. 

4. **PHYSICAL EXAM**. 

Executive shall be required, on an annual basis, to undergo a physical examination and to send evidence that Executive has undergone such exam (but in nocase the results of such exam) to the Senior Vice President of Organizational Effectiveness. The Company shall reimburse Executive for any out-of-pocket expenses relating to the physical examination that are not otherwise covered by Executive’shealth insurance plan. 

 

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5. **REPRESENTATIONS AND WARRANTIES OF EXECUTIVE**. 

(a) No Violation; No Conflicts. Executive represents and warrants to the Company that the entering into of this Agreement and Executive’sperformance of Executive’s duties hereunder, will not violate any agreements with, or trade secrets of, any other person or entity. Executive further represents and warrants that Executive does not have any relationship or commitment to anyother person or entity that might be in conflict with Executive’s obligations to the Company under this Agreement, including but not limited to outside employment, sales broker relationships, investments or business activities. Executiveunderstands and agrees that while employed by the Company Executive is expected to refrain from engaging in any outside activities that might be in conflict with the business interests of the Company. In addition, Executive represents and warrantsto the Company that Executive has not shared with or disclosed to, and will not share with or disclose to, the Company any proprietary or confidential information of Executive’s previous employers or any other third party. 

(b) Legal Proceedings. Executive represents and warrants to the Company that Executive has not been arrested, indicted, convicted or otherwiseinvolved in any criminal or civil action or legal matter that could affect Executive’s ability to perform Executive’s duties hereunder or that may have a negative impact on the Company, its reputation or its operations. Executive agrees,to the extent permitted by applicable law, to notify the Company’s Senior Vice President of Organizational Effectiveness immediately in the event that Executive becomes party to any criminal or civil action or other legal matter in the futurethat could have an affect on the foregoing representation. 

6. Executive Benefits. 

(a) Employee Benefit Programs. Executive shall be eligible to participate in the Company’s various employee benefit programs and plans inplace from time to time as long as Executive remains employed by the Company and Executive meets the applicable participation requirements. These benefit programs and plans include paid time off (“PTO”), holidays, group medical, dental,vision, term life, and short and long term disability insurance and participation in the Company’s 401(k) plan, tuition reimbursement plan and deferred compensation plan. The Company or its subsidiaries or affiliates may modify, terminate oramend any benefit or plan in its discretion, retroactively or prospectively, subject only to applicable law. 

(b) RequiredInsurance. Executive will be covered by workers’ compensation insurance and state disability insurance, as required by state law. 

(c) Financial Counseling Allowance. Executive will be entitled to be reimbursed up to the amount of $5,000 per year for documented costs incurred for personal financial counseling services provided to Executive, including taxpreparation, as long as Executive remains employed by the Company. 

 

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(d) Incentive Bonus. Executive will be eligible to participate in the Health Net, Inc. ExecutiveIncentive Plan (“EIP”) in accordance with the terms of the EIP, which provides Executive with a target opportunity to earn each plan year up to 80% of Executive’s Base Salary as additional compensation according to the terms of theEIP. The bonus payment will range from 0% to 200% of target depending upon the actual results achieved, and specific, individually tailored measures will be established by the Company that must be achieved by Executive in order for Executive to beeligible to receive bonus payments for a given plan year. It is understood that the Committee and the Company will award bonus amounts, if any, as it deems appropriate consistent with the EIP. Executive will not be eligible for an incentive bonusunder the EIP for 2008 and, in lieu thereof, will be entitled to receive a special performance bonus on the terms set forth in Section 6(E) below. 

(e) Special Performance Bonus. Executive will be eligible to receive a special performance bonus in the amount of $1,800,000 (the “Performance Bonus”) if the Company’s Chief Executive Officer, inconsultation with the Company’s Board of Directors, determines that Executive has successfully completed the Restructuring by February 28, 2009 (the “Target Completion Date”). The determination by the Chief Executive Officershall occur within ten (10) days of the Target Completion Date (the “Determination Date”). The Performance Bonus shall be paid to Executive within thirty (30) days of the Determination Date as set forth below: 

(i) $500,000 of the Performance Bonus shall be paid to Executive if the Chief Executive Officer, in consultation with the Company’sBoard of Directors determines, on the Determination Date, that the Company’s Health Plan Division has achieved the 2008 market plans for each of the Company’s commercial health plan regions; 

(ii) $1,300,000 of the Performance Bonus shall be paid to Executive if the Chief Executive Officer, in consultation with theCompany’s Board of Directors, determines, on the Determination Date, that Executive has met his 2008 performance goals. 

In the eventExecutive voluntarily Terminates his employment with the Company before the Target Completion Date, Executive shall no longer be eligible to receive the Performance Bonus and shall not be entitled to participate in the EIP. 

In the event the Company Terminates Executive before the Target Completion Date for any reason other than Cause (as defined below), Executive shall bepaid the entire amount of the Performance Bonus within thirty (30) days of such Termination. 

In the event that a Change in Control(as defined below) occurs before the Target Completion Date, Executive shall be paid the entire amount of the Performance Bonus within thirty (30) days of consummation of the Change in Control. 

Upon completion of the Restructuring, regardless of whether all or any portion of the Performance Bonus was paid, Executive shall be eligible toparticipate in the EIP for the duration of his employment with the Company as set forth in Section 6(D) above. 

 

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(f) Expenses. Subject to and in accordance with the Company’s written policies for businessand travel expenses, Executive will receive reimbursement for all business travel and other out-of-pocket expenses reasonably incurred by Executive in the performance of Executive’s duties pursuant to this Agreement. 

7. Equity Grants. 

(a) FutureEquity Grants. Any future equity grants made to Executive will be granted under one of the Company’s Long-Term Incentive Plans, and will be subject to the terms of such plan and of the agreement executed in connection with such grant. Anyfuture equity grants to Executive will be made at the discretion of the Committee. 

(b) Company Stock Ownership Requirement. Inaccordance with the Executive Officer Stock Ownership Policy adopted by the Board of Directors of the Company (the “Executive Stock Ownership Policy”), Executive is required to own shares of Common Stock of the Company having a value ofthree times (3x) Executive’s Base Salary in effect from time to time pursuant to this Agreement (the “Stock Ownership Requirement”). The number of shares of Common Stock Executive is required to own will be calculated based onthe average NYSE closing price per share of the Company’s Common Stock (as adjusted for stock splits and similar changes to the Common Stock) for the most recently completed fiscal year of the Company. 

Using Executive’s current salary of $600,000 and a stock price of $45.34, which is the average closing price per share of the Company’s CommonStock as of December 31, 2006, Executive’s current stock ownership requirement is 39,700 shares (“Target Amount”). The Target Amount is subject to change from time to time based on (1) changes in the average closing salesprice of the Company’s Common Stock on an annual basis and (2) any changes in Executive’s Base Salary made pursuant to and in accordance with Section 1(B) of this Agreement. Any shares of Company Common Stock that Executive owns,and any restricted stock units, shares of restricted stock or performance shares of the Company that Executive owns and have vested count toward the Target Amount. Stock options, unvested restricted stock units, unvested shares of restricted stock,unvested performance shares and shares of Common Stock gifted to others do not count toward the Target Amount. Under the Executive Stock Ownership Policy, Executive will have until four years from the Effective Date to comply with the StockOwnership Requirement. 

The Committee expects that Executive will make reasonable progress toward Executive’s Stock OwnershipRequirement. Executive will be notified on an annual basis of any changes in Executive’s Target Amount. 

8. Term of Employment.Executive’s employment with the Company is at the mutual consent of Executive and the Company. Nothing in this Agreement is intended to guarantee Executive’s continuing employment with the Company or employment for any specific length oftime. Accordingly, either Executive or the Company may terminate the employment relationship at any time, with or without advance notice and with or without “Cause” (as defined below). Upon Termination of Executive’s employment forany reason, in addition to any other payments that may be payable to Executive hereunder, Executive (or 

 

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Executive’s beneficiaries or estate) shall be paid (in each case to the extent not theretofore paid) within thirty (30) days followingExecutive’s date of Termination (or such shorter period that may be required by applicable law): (a) Executive’s annual Base Salary through such date, (b) accrued but unused PTO, (c) reimbursable expenses incurred byExecutive prior to the Termination date and (d) amounts under any other compensatory plan, arrangement or program payment to which Executive may then be entitled. This Agreement constitutes a final and fully binding integrated agreement withrespect to the at-will nature of the employment relationship. 

9. Termination of Employment/Severance Pay. 

(a) Termination Without Cause Not Following Change in Control. If Executive’s employment is Terminated by the Company without“Cause” (as defined in Section 9(D) below) at any time that is not within two (2) years after a “Change in Control” (as defined below) of Health Net, Inc., Executive will be entitled to receive, within thirty(30) days following the Termination of Executive’s employment, provided that Executive signs, prior to the expiration of such (30) day period, a Separation Agreement, Waiver and Release of Claims substantially in the formattached hereto as Exhibit A, which is incorporated into this Agreement by reference, (i) a lump sum cash payment equal to twelve (12) months of Executive’s Base Salary in effect immediately prior to the date ofExecutive’s Termination, and (ii) the continuation of Executive’s medical, dental and vision benefits (as maintained for Executive’s benefit immediately prior to the date of Executive’s Termination) (the“Benefits”) for Executive and Executive’s dependents for a period of twelve (12) months following the effective date of Executive’s Termination, and (iii) the continuation, under COBRA, of Executive’s Benefits forExecutive and Executive’s dependents for a period of twelve (12) months, with premium payments paid by the Company on Executive’s behalf, provided, that Executive properly elects to continue those benefits under COBRA.

For purposes of this Agreement, “Change in Control” is defined as any of the following which occurs subsequent to theeffective date of Executive’s employment: 

(i) Any person (as such term is defined under Section 13(d)(3) of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”)), corporation or other entity (other than Health Net, Inc. or any of its subsidiaries, or any employee benefit plan sponsored by Health Net, Inc. or any of its subsidiaries)is or becomes the beneficial owner (as such term is defined in Rule 13d-3 under the Exchange Act) of securities of Health Net, Inc. representing twenty percent (20%) or more of the combined voting power of the outstanding securities of HealthNet, Inc. which ordinarily (and apart from rights accruing under special circumstances) have the right to vote in the election of directors (calculated as provided in paragraph (d) of such Rule 13d-3 in the case of rights to acquire Health Net,Inc.’s securities) (the “Securities”); 

(ii) As a result of a tender offer, merger, sale of assets or othermajor transaction, the persons who are directors of Health Net, Inc. immediately prior to such transaction cease to constitute a majority of the Board of Directors of Health Net, Inc. (or any successor corporations) immediately after suchtransaction; 

 

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(iii) Health Net, Inc. is merged or consolidated with any other person, firm, corporationor other entity and, as a result, the shareholders of Health Net, Inc., as determined immediately before such transaction, own less than eighty percent (80%) of the outstanding Securities of the surviving or resulting entity immediately aftersuch transaction: 

(iv) A tender offer or exchange offer is made and consummated for the ownership of twenty percent(20%) or more of the outstanding Securities of Health Net, Inc.; 

(v) Health Net, Inc. transfers substantially all ofits assets to another person, firm, corporation or other entity that is not a wholly-owned subsidiary of Health Net, Inc.; or 

(vi) Health Net, Inc. enters into a management agreement with another person, firm, corporation or other entity that is not a wholly-owned subsidiary of Health Net, Inc. and such management agreement extends hiring and firing authority overExecutive to an individual or organization other than Health Net, Inc. 

(b) Termination Without Cause or For Good Reason FollowingChange in Control. If at any time within two (2) years after a Change in Control of Health Net, Inc. Executive’s employment is Terminated by the Company without Cause or Executive Terminates Executive’s employment for “GoodReason” (as defined below) (by giving the Company at least fourteen (14) days prior written notice of the effective date of Termination), then Executive will be entitled to receive, within thirty (30) days following the Termination ofExecutive’s employment, provided that Executive signs, prior to the expiration of such thirty (30) day period, a Separation Agreement, Waiver and Release of Claims substantially in the form attached hereto as Exhibit A, whichis incorporated into this Agreement by reference, (i) a lump sum payment equal to twenty-four (24) months of Executive’s Base Salary in effect immediately prior to the date of Executive’s Termination, and (ii) thecontinuation of Executive’s Benefits for six (6) months following Executive’s date of Termination, and (iii) and after expiration of such six (6) months Benefits continuation period, the continuation, under COBRA, ofBenefits for Executive and Executive’s dependents for a period of eighteen (18) months following the effective date of Executive’s Termination with premium payments made by the Company on Executive’s behalf, provided, thatExecutive properly elects to continue those benefits under COBRA, and provided, further, that in the event the Company requests, in writing, prior to such voluntary Termination by Executive for Good Reason that Executive continue inthe employ of the Company for a period of time up to 90 days following such Change in Control, then Executive shall forfeit such severance allowance if Executive voluntarily leaves the employ of the Company prior to the expiration of such period oftime. 

For purposes of this Agreement, the term “Good Reason” means any of the following which occurs, withoutExecutive’s consent, within two (2) years following the effective date of a Change in Control as defined above: 

(i) A substantial reduction in the scope of Executive’s duties, responsibilities or status with the Company, except in connection with the Termination of Executive’s employment for Disability (as defined below), normal retirementor Cause or by Executive voluntarily other than for Good Reason; 

 

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(ii) A material reduction by the Company in Executive’s base compensation(*i.e.,* Base Salary plus annual target bonus) as in effect immediately prior to any such reduction; 

(iii) Arelocation of Executive to a work location more than fifty (50) miles from Executive’s work location immediately prior to such proposed relocation; provided that such proposed relocation results in a materially greater commute forExecutive based on Executive’s residence immediately prior to such relocation; or 

(iv) The failure of the Company toobtain an assumption agreement from any successor contemplated under Section 13 of this Agreement; 

provided, however, that Executivemust provide notice to the Company of the existence of the condition described in Section 9(B)(i) or (ii) within ninety (90) days of the initial existence of the condition, upon the notice of which the Company has thirty(30) days during which it may remedy the condition, in accordance with Treasury Regulation Section 1.409A-1(n)(2)(ii). 

(c)Voluntary Termination. Notwithstanding anything to the contrary in this Agreement, whether express or implied, Executive may at any time Terminate Executive’s employment for any reason by giving the Company fourteen (14) days priorwritten notice of the effective date of Termination. In the event that Executive voluntarily Terminates employment with the Company (except for Good Reason within two (2) years after a Change in Control of Health Net, Inc.), then Executiveshall not be eligible to receive any payments or continuation of Benefits set forth in this Section 9). However, Executive will be eligible to purchase Company health insurance coverage, either pursuant to one of the Company’s commercialprivate plans or to a health plan provided for Company associates, for Executive and Executive’s spouse at Executive’s expense until Executive is eligible for Medicare at age 65. For avoidance of doubt, Executive shall be responsible forpaying monthly premiums on such coverage and, if Executive elects to participate in a health plan provided for Company associates, such monthly premiums will not include any Company subsidization typically provided to Company associates. 

(d) Termination by the Company for Cause. The Company may Terminate Executive’s employment for Cause at any time with or without advancenotice. In the event of such Termination, Executive will not be eligible to receive any of the payments set forth in Section 9(A) or 9(B) above. For purposes of this Agreement, a Termination for “Cause” is defined as:(i) an act of dishonesty causing harm to the Company or any of its affiliates, (ii) the material breach of either the Company’s Code of Business Conduct and Ethics (the “Code of Conduct”) or any policy or procedure developedand published by the Company regarding compliance or ethics related to the Code of Conduct, (iii) habitual drunkenness or narcotic drug addiction, (iv) conviction of a felony or a misdemeanor involving moral turpitude, (v) willfulrefusal to perform or gross neglect of the duties assigned to Executive, (vi) the willful breach of any law that, directly or indirectly, affects the Company or any of its affiliates, (vii) a material breach by Executive following a Changein Control of those duties and responsibilities of 

 

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Executive that do not differ in any material respect from Executive’s duties and responsibilities during the 90-day period immediately prior to suchChange in Control (other than as a result of incapacity due to physical or mental illness) which is demonstrably willful and deliberate on Executive’s part, which is committed in bad faith or without reasonable belief that such breach is in thebest interests of the Company or any of its affiliates and which is not remedied in a reasonable period of time after receipt of written notice from the Company specifying such breach, or (viii) breach of Executive’s obligations hereunder(or under any Company policy) to protect the proprietary and confidential information of the Company or any of its affiliates. 

(e)Termination Due to Death or Disability. In the event that Executive’s employment is Terminated at any time due to Executive’s death or “Disability” (as defined below), Executive (or Executive’s beneficiaries orestate) shall be entitled to receive, provided Executive (or Executive’s beneficiaries or estate, as applicable) signs a Separation Agreement, Waiver and Release of Claims substantially in the form attached hereto as Exhibit A, which isincorporated into this Agreement by reference, (i) continuation of Executive’s Benefits for a period of twelve (12) months from the date of Termination and (ii) a lump sum payment equal to twelve (12) months ofExecutive’s Base Salary in effect immediately prior to the date of Executive’s Termination, to be paid within thirty (30) days following Executive’s Termination of employment. For purposes of this Agreement, a Termination for“Disability” shall mean a Termination of Executive’s employment due to Executive’s absence from Executive’s duties with the Company on a full-time basis for at least 180 consecutive days as a result ofExecutive’s incapacity due to physical or mental illness. 

10. Withholding. All payments required to be made by the Companyhereunder to Executive or Executive’s estate or beneficiaries shall be subject to the withholding of such amounts relating to taxes as the Company may reasonably determine should be withheld pursuant to any applicable law or regulation.

11. Potential Tax Consequences for “Parachute” Payments. Notwithstanding any other provision of this Agreement, in theevent that any payment or benefit received or to be received by Executive in connection with a Change in Control or the Termination of Executive’s employment (whether pursuant to the terms of this Agreement or any other plan, arrangement oragreement with the Company, any person whose actions result in a Change in Control or any person affiliated with the Company or such person) (all such payments and benefits being hereinafter called “Total Payments”) would be subject (inwhole or in part), to the excise tax imposed pursuant to the operation of Section 4999 of the Code (the “Excise Tax”), then the cash payments shall first be reduced, and the non-cash payments, if any, shall thereafter be reduced, tothe extent necessary so that no portion of the Total Payments is subject to the Excise Tax, but only if (A) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes onsuch reduced Total Payments) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount ofExcise Tax to which Executive would be subject in respect of such unreduced Total Payments). 

 

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12. Restrictive Covenants. 

(a) Non-Competition. Executive hereby agrees that, during (i) the six (6)-month period following a Termination of Executive’s employmentwith the Company that entitles Executive to receive severance benefits under this Agreement or a written agreement with or policy of the Company or (ii) the twelve (12)-month period following a Termination of Executive’s employment withthe Company that does not entitle Executive to receive such severance benefits (the period referred to in either clause (i) or (ii), the “Restricted Period”), Executive shall not undertake any employment or activity (including, butnot limited to, consulting services) with a Competitor (as defined below) in any geographic area in which the Company or any of its affiliates operate (the “Market Area”), where the loyal and complete fulfillment of the duties of thecompetitive employment or activity would call upon Executive to reveal, to make judgments on or otherwise use or disclose any confidential business information or trade secrets of the business of the Company or any of its affiliates to whichExecutive had access during Executive’s employment with the Company. For purposes of this Section 12, “Competitor” shall refer to any health maintenance organization or insurance company that provides managed health care orrelated services similar to those provided by the Company or any of its affiliates. 

(b) Non-Solicitation. In addition, Executiveagrees that, during the applicable Restricted Period following Termination of Executive’s employment with the Company, Executive shall not, directly or indirectly, (i) solicit, interfere with, hire, offer to hire or induce any person, whois or was an employee of the Company or any of its affiliates at the time of such solicitation, interference, hiring, offering to hire or inducement, to discontinue his/her relationship with the Company or any of its affiliates or to acceptemployment by, or enter into a business relationship with, Executive or any other entity or person or (ii) solicit, interfere with or otherwise contact any customer or client of the Company or any of its affiliates. 

(c) Modification of Restrictions. It is hereby further agreed that if any court of competent jurisdiction shall determine that the restrictionsimposed in this Section 12 are unreasonable (including, but not limited to, the definition of Market Area or Competitor or the time period during which this provision is applicable), the parties hereto hereby agree to any restrictions that suchcourt would find to be reasonable under the circumstances. 

(d) Injunction Rights. Executive also acknowledges that the services tobe rendered by Executive to the Company are of a special and unique character, which gives this Agreement a peculiar value to the Company or any of its affiliates, the loss of which may not be reasonably or adequately compensated for by damages inan action at law, and that a material breach or threatened breach by Executive of any of the provisions contained in this Section 12 will cause the Company or any of its affiliates irreparable injury. Executive therefore agrees that the Companymay be entitled, in addition to the remedies set forth above in this Section 12 and any other right or remedy, to a temporary, preliminary and permanent injunction, without the necessity of proving the inadequacy of monetary damages or theposting of any bond or security, enjoining or restraining Executive from any such violation or threatened violations. 

13. Successors;Binding Agreement. 

(a) Survival Following Merger, Consolidation or Asset Transfer. This Agreement shall not be terminated by anymerger or consolidation of the Company whereby the 

 

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Company is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all of the assets of the Company. In theevent of any such merger, consolidation or transfer of assets, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred. 

(b) Survivor’s Assumption of Agreement. The Company agrees that concurrently with any merger, consolidation or transfer of assets referred toin this Section 13, it will cause any successor or transferee to unconditionally assume, by written instrument delivered to Executive (or Executive’s beneficiary or estate), all of the obligations of the Company hereunder. Failure of theCompany to obtain such assumption prior to the effectiveness of any such merger, consolidation or transfer of assets shall entitle Executive to compensation and other benefits from the Company in the same amount and on the same terms as Executivewould be entitled hereunder if Executive’s employment were Terminated without Cause. For purposes of implementing the foregoing, the date on which any such merger, consolidation or transfer becomes effective shall be deemed the date ofTermination. 

(c) Enforceability. This Agreement shall inure to the benefit of and be enforceable by Executive’s personal orlegal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive shall die while any amounts would be payable to Executive hereunder had Executive continued to live, all such amounts, unlessotherwise provided herein, shall be paid in accordance with the terms of this Agreement to such person or persons appointed in writing by Executive to receive such amounts or, if no person is so appointed, to Executive’s estate. 

14. Section 409A of the Internal Revenue Code. It is the intention of the Company and Executive that this Agreement not result in unfavorabletax consequences to Executive under Section 409A of the Code, and the regulations and guidance promulgated thereunder (“Section 409A”) and the Agreement shall be interpreted as to so comply with, or be exempt from, Section 409A.Notwithstanding anything to the contrary herein, the Company and Executive agree to the provisions set forth in this Section 14 in order to comply with, or be exempt from, the requirements of Section 409A. 

(a) If Executive is a “specified employee” (as determined under the Company’s Specified Employee policy, or, in the absence of suchpolicy, within the meaning of Section 409A) with respect to the Company, any non-exempt non-qualified deferred compensation that is subject to Section 409A and payable to or in respect of Executive in connection with Executive’sTermination pursuant to this Agreement shall be delayed until the earliest date upon which such amounts may be paid without being subject to taxation under Section 409A. Any amount, the payment of benefit of which is delayed by application ofthe preceding sentence, shall be paid as soon as possible following the expiration of such period. 

(b) All incentive bonus payments described in Section 6(D) shall be paid to Executive, to the extent earned, in no event later than the last day of the “applicable 2 1/2 month period”, as such term is defined in Treasury Regulation Section 1.409A-1(b)(4)(i)(A) with respect to suchpayment’s treatment as a “short-term deferral” for purposes of Section 409A. 

 

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(c) With respect to the Company’s reimbursement obligations and provision of in-kind benefits underSection 6(C) hereof, and provision of Benefits to Executive, (i) in no event shall any such reimbursements or gross-up payments be made later than the last day of Executive’s taxable year following the taxable year in which the fee orexpense was incurred or the tax payment was made, as applicable, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during Executive’s taxable year may not affect the expenses eligible for reimbursement,or in-kind benefits to be provided, in any other taxable year of Executive, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, in accordance with Treasury RegulationSection 1.409A-3(i)(1)(iv). 

(d) The Company and Executive agree to cooperate in good faith in an effort to comply withSection 409A. Under no circumstances shall the Company be responsible for any taxes, penalties, interest or other losses or expenses incurred by the Executive due to any failure to comply with Section 409A. To the extent payments andbenefits under this Agreement are subject to Section 409A, and such payments and benefits do not so comply, the Company shall amend this Agreement, or take such other actions as the Company deems reasonably necessary or appropriate, to complywith Section 409A. If any provision of the Agreement would cause such payments and benefits to fail to so comply, such provision shall not be effective and shall be null and void with respect to such payments or benefits, and such provisionshall otherwise remain in full force and effect. 

15. Company Policies. Executive’s employment with the Company is subject tothe terms and conditions contained in the Company’s Associate Policies located on HR Link, which can be accessed through the Company’s intranet site, as in effect from time to time (the “Associate Policies”), the content of whichis incorporated by reference herein. Executive shall be required to read, understand and comply with the Associate Policies. 

16.Severability. If any term of this Agreement is held to be invalid, void or unenforceable, the remainder of this Agreement shall remain in full force and effect and shall in no way be affected and the parties shall use their best efforts tofind an alternative way to achieve the same result. 

17. Integrated Agreement. This Agreement supersedes any prior agreements,representations or promises of any kind, whether written, oral, express or implied between the parties hereto with respect to the subject matters herein. It constitutes the full, complete and exclusive agreement between Executive and the Companywith respect to the subject matters herein. This Agreement cannot be changed unless in writing, signed by Executive and the Chief Executive Officer of the Company and approved by the Board of Directors of the Company (or the Committee, if permittedby the Committee’s charter). The Company acknowledges and agrees that nothing contained herein shall be deemed to supercede, amend or otherwise modify the terms of the Indemnification Agreement dated January 19, 2005 between Executive andthe Company. 

18. Waiver. No waiver of any default hereunder shall operate as a waiver of any subsequent default. Failure by eitherparty to enforce any of the terms or conditions of this Agreement, for any length of time or from time to time, shall not be deemed to waive or decrease the rights of such party to insist thereafter upon strict performance by the other party.

 

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19. Notices. All notices and communications required or permitted hereunder shall be in writingand shall be deemed given (a) if delivered personally, (b) one (1) business day after being sent by Federal Express or a similar commercial overnight service, or (c) three (3) business days after being mailed by registeredor certified mail, return receipt requested, prepaid and addressed to the following addresses, or at such other addresses as the parties may designate by written notice in the manner aforesaid: 

 
If to the Company:  Health Net, Inc.        21650 Oxnard Street, 22nd Floor      Woodland Hills, CA 91367        Attention: General Counsel      If to the Executive:  Stephen Lynch        
 
        
 
      
20. Governing Law. The interpretation, construction and performance of this Agreement shallbe governed by and construed and enforced in accordance with the internal laws of the State of Delaware without regard to the principle of conflicts of laws. The invalidity or unenforceability of any provision of this Agreement shall not affect thevalidity or enforceability of any other provisions of this Agreement, which other provisions shall remain in full force and effect. 

21.Survival and Enforcement. Sections 3, 6E, 8, 9, 11, 12 and 13 of this Agreement and any rights and remedies arising out of this Agreement shall survive and continue in full force and effect in accordance with the respective terms thereof,notwithstanding any termination of this Agreement or a Termination of Executive’s employment. The parties agree that the Company would be damaged irreparably in the event any provision of Sections 3, 12 and 13 of this Agreement were notperformed in accordance with its terms or were otherwise breached and that money damages would be an inadequate remedy for any such nonperformance or breach. Therefore, the Company or its successors or assigns shall be entitled in addition to otherrights and remedies existing in their favor, to an injunction or injunctions to prevent any breach or threatened breach of any of such provisions and to enforce such provisions specifically (without posting a bond or other security). 

22. Acknowledgement. Executive acknowledges that Executive has had the opportunity to discuss the content of this Agreement with and obtain advicefrom Executive’s attorney, have had sufficient time to and have carefully read and fully understood all of the provisions of this Agreement, and Executive is knowingly and voluntarily entering into this Agreement. Executive further acknowledgesthat Executive is obligated to become familiar with and comply at all times with all written policies of the Company. 

 

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date set forthabove. 

 
Executive Health Net, Inc.By: 
/s/ Stephen Lynch
 By: 
/s/ Jay M. Gellert
Name: Stephen Lynch Name: Jay M. GellertTitle: President, Health Plan Division Title: President & Chief Executive Officer
 
cc:  Linda Tiano  Karin Mayhew  Debbie J. Colia/Stephen Lynch  Personnel File
 

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**EXHIBIT A**

**[FORM OF SEPARATION AGREEMENT, WAIVER AND RELEASE OF CLAIMS]**

This SEPARATION AGREEMENT, WAIVER ANDRELEASE OF CLAIMS (this “**Separation Agreement and Release**”) is made and entered into as of the dates set forth on the signature pages hereto by and between Health Net, Inc. and its affiliates and subsidiaries (hereinafter referredto as the “**Company**”) and **[EXECUTIVE NAME]** (hereinafter referred to as the “**Executive**”). 

WHEREAS,the Company and Executive are parties to an Employment Agreement dated as of **[DATE]** (the “Employment Agreement”) and are entering into this Separation Agreement and Release as a condition to Executive’s receipt of a severancepayment thereunder (capitalized terms used but not defined herein shall have the meanings set forth in the Employment Agreement). 

NOW,THEREFORE, the Company and Executive agree as follows: 

1. Executive’s employment with the Company will terminate on **[TERM DATE ](**the “Termination Date”). Upon termination of employment, Executive will not represent to anyone that he is an employee of the Company and will not say or do anything purporting to bind the Company. Upon Executive’s termination ofemployment, Executive shall be deemed to have resigned from all other positions with the Company, if any, held by Executive. 

2.Executive’s termination of employment with the Company shall be considered a **[DESCRIBE TYPE OF TERMINATION]**under the Employment Agreement, and Executive is therefore eligible to receive **[DESCRIBE PAYMENTS AND OTHER BENEFITS TO BERECEIVED (SEVERANCE, BENEFIT CONTINUATION/COBRA, ETC.]**. 

3. Executive acknowledges that all unused accrued vacation and unused personalabsence time will be paid in Executive’s final regular paycheck in keeping with the Company’s policy and practice or such shorter time as may be required by applicable law. Executive further acknowledges that no furthervacation/paid-time-off or other benefits will accrue after the Termination Date. 

4. Executive’s participation in all Company employeebenefit plans as an active employee shall cease on the Termination Date, and Executive shall not be eligible to make contributions to or to receive Company matching contributions under the Health Net, Inc. 401(k) Associate Savings Plan, or to makeany deferrals pursuant to any deferred compensation plan of the Company after the Termination Date (it being understood that Executive shall be entitled to all vested benefits accrued as of the date hereof under the Company’s 401(k) SavingsPlan and any deferred compensation plan). If, immediately prior to the Termination Date, Executive participates in any Company employee welfare benefit plan, Executive’s participation in such plan shall continue on the same terms andconditions, including the same co-payment terms, until 11:59 p.m. (Pacific Time) on the last day of the month in which the Termination Date occurs. 

5. In partial consideration of the Company providing Executive the payments and benefits set forth above and as a condition to receive such payments and benefits, which 

Executive acknowledges he is not otherwise entitled to receive, Executive freely and voluntarily enters into this Separation Agreement and Release and, bysigning this Separation Agreement and Release, Executive, on his own behalf and on behalf of his heirs, beneficiaries, successors, representatives, trustees, administrators and assigns, hereby waives and releases the Company, and each of its past,present and future officers, directors, shareholders, employees, consultants, accountants, attorneys, agents, managers, insurers, sureties, parent and sister corporations, divisions, subsidiary corporations and entities, partners, joint venturers,affiliates, beneficiaries, successors, representatives and assigns, from any and all claims, demands, damages, debts, liabilities, controversies, obligations, actions or causes of action of any nature whatsoever, whether based on tort, statute,contract, indemnity, rescission or any other theory of recovery, including but not limited to claims arising under federal, state or local laws prohibiting discrimination in employment, including Title VII of the Civil Rights Act of 1964, asamended, the Civil Rights Act of 1870, as amended, claims of disability discrimination under the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended (“**ADEA**”), the Worker Adjustment and RetrainingNotification Act (“**WARN**”), or claims growing out of any legal restrictions on the Company’s right to terminate its employees and whether for compensatory, punitive, equitable or other relief, whether known, unknown, suspectedor unsuspected, against the Company, including without limitation claims which may have arisen or may in the future arise in connection with any event which occurred on or before the date of Executive’s execution of this Separation Agreementand Release. The provisions in this paragraph do not extend to any rights Executive may have to enforce the terms of this Agreement and are not intended to prohibit Executive from filing a claim for unemployment insurance. 

6. Executive expressly waives any right or claim of right to assert hereafter that any claim, demand, obligation and/or cause of action has, throughignorance, oversight or error, been omitted from the terms of this Separation Agreement and Release. Executive makes this waiver with full knowledge of his rights and with specific intent to release both his known and unknown claims, and thereforespecifically waives the provisions of Section 1542 of the Civil Code of California or other similar provisions of any other applicable law, which reads as follows: 

“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected hissettlement with the debtor.” 

Executive understands and acknowledges the significance and consequence of this Separation Agreement andRelease and of such specific waiver of Section 1542, and expressly agrees that this Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown andunsuspected claims, demands, obligations and causes of action herein above specified. 

7. Executive shall not initiate or cause to beinitiated against the Company any compliance review, suit, action, investigation or proceeding of any kind, or voluntarily participate in same, individually or as a representative, witness or member of a class, under contract, law or regulation,federal, state or local, pertaining to any matter related to his 

 

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employment with the Company, unless Executive first cooperates in making his allegations known to the Company for the Company to take corrective action at atime and place designated by the Company. Executive represents and warrants that he has not, to date, initiated (or caused to be initiated) any such review, suit, action, investigation or proceeding; provided, however, that nothing inthis Section 7 shall restrict Executive’s ability to challenge the validity of any release herein of ADEA claims nor to any suit or action brought by Executive to assert such a challenge. In addition, Executive shall, without furthercompensation, cooperate with and assist the Company in the investigation of, preparation for or defense of any actual or threatened third party claim, investigation or proceeding involving the Company or its predecessors or affiliates and arisingfrom or relating to, in whole or in part, Executive’s employment with the Company or its predecessors or affiliates for which the Company requests Executive’s assistance, which cooperation and assistance shall include, but not be limitedto, providing testimony and assisting in information and document gathering efforts. In this connection, it is agreed that the Company will use its reasonable best efforts to assure that any request for such cooperation will not unduly interferewith Executive’s other material business and personal obligations and commitments. 

8. Executive agrees he will return to the Companyimmediately upon termination any building keys, security passes or other access or identification cards and any Company property that was in his possession, including but not limited to any documents, credit cards, computer equipment, mobile phonesor data files. Executive agrees to clear all expense accounts and pay all amounts owed on any corporate credit cards which the Company previously issued to Executive, subject to the Company’s obligation to reimburse Executive for any properlyreimbursable business expenses in accordance with the Company’s expense policies and procedures then in effect. 

9. Executive shallnot, without the Company’s written consent by an authorized representative, at any time prior or subsequent to the execution of this Separation Agreement and Release, disclose, use, remove or copy any confidential, trade secret or proprietaryinformation he acquired during the course of his employment by the Company, including without limitation, any technical, actuarial, economic, financial, procurement, provider, customer, underwriting, contractual, managerial, marketing or otherinformation of any type that has economic value in the business in which the Company is engaged, but not including any previously published information or other information generally in the public domain. 

10. In addition to any other part or term of this Separation Agreement and Release or the Employment Agreement, Executive agrees that he will not,(a) for a period of one (1) year from the date of this Agreement, irrespective of the reason for the termination, either directly or indirectly, on his own behalf or on behalf of any other person: (1) make known to any person, firm,corporation or other entity of any type, the names and addresses of any of the Company’s customers, enrollees or providers or any other information pertaining to them; or (2) disrupt, solicit or influence or attempt to solicit, disrupt orinfluence any of the Company’s customers, providers, vendors, agents or independent contractors with whom the Executive became acquainted during the course of employment or service for the purpose of terminating such a person’s orentity’s relationship with the Company or causing such a person or entity to associate with a competitor of the Company, and (b) for **[a period of one (1) year] [the six (6) month period]** following the Termination Dateundertake any employment or activity prohibited by the Employment Agreement. The prohibitions of this paragraph are not intended to deny employment opportunities within the Executive’s field of employment but are limited only to 

 

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those prohibitions necessary to protect the Company from unfair competition. In addition, Executive agrees that, for **[a period of one (1) year] [thesix (6) month period]**following the Termination Date, he shall not, directly or indirectly solicit, interfere with, hire, offer to hire or induce any person, who is or was an employee of the Company or any of its affiliates at the time ofsuch solicitation, interference, hiring, offering to hire or inducement, to discontinue his/her relationship with the Company or any of its affiliates or to accept employment by, or enter into a business relationship with, Executive or any otherentity or person. 

11. Executive further agrees that, in exchange for the consideration set forth in Section 2 hereof, Executive shallnot make any disparaging comments and/or statements to anyone either orally or in writing about the Company and/or its employees. 

12.Nothing contained herein shall be construed as an admission of any wrongful act, including but not limited to violation of any contract, express or implied, or any federal, state or local employment laws or regulations, and nothing contained hereinshall be used for any purpose except in proceedings related to the enforcement of this Separation Agreement and Release. 

13. If any partor term of this Separation Agreement and Release is held invalid or unenforceable by any court or arbitrator, such invalidity or unenforceability shall not affect in any way the validity or enforceability of any other part or term of this SeparationAgreement and Release. In addition, if any court of competent jurisdiction construes the covenants contained in Section 10 hereof, or any part thereof, to be unenforceable in any respect, the court may reduce the duration or scope to the extentnecessary so that the provision is enforceable, and the provision, as reduced, shall then be enforceable. 

14. Executive agrees andacknowledges that this Separation Agreement and Release recites all payments and benefits Executive is entitled to receive hereunder and under the Employment Agreement, and that no other payments or benefits will be asserted or requested byExecutive. 

15. The Executive acknowledges that he has had an opportunity to consult and be represented by counsel of his own choosing inthe review of this Separation Agreement and Release, and that he has been advised by the Company to do so, that the Executive is fully aware of this Separation Agreement and Release and of its legal effect, that the preceding paragraphs recite thesole consideration for this Separation Agreement and Release, and that Executive enters into this Separation Agreement and Release freely, without coercion, and based on the Executive’s own judgment and not in reliance upon any representationor promise made by the other party, other than those contained herein. There may be no modification of the terms of this Separation Agreement and Release except in writing signed by the parties hereto including an appropriately authorized officer ofthe Company. 

16. This Separation Agreement and Release constitutes the full, complete and exclusive agreement between Executive and theCompany with respect to the subject matters herein and supersedes any prior agreements, representations or promises of any kind, whether written, oral, express or implied, with respect to the subject matters herein. This Separation Agreement andRelease cannot be changed unless in writing, signed by Executive and an authorized officer of the Company. 

 

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17. If there is any dispute between the Company and Executive over the terms or obligations under thisSeparation Agreement and Release, that dispute shall be resolved by binding arbitration before a single neutral arbitrator who shall be a retired judge. The arbitration shall proceed in accordance with the then-current rules of the CommercialAmerican Arbitration Association to the extent not inconsistent with this Separation Agreement and Release. The judgment of the arbitrator shall be final, binding and nonappealable, and may be entered in any state or federal court havingjurisdiction thereafter. The arbitrator shall be bound to apply and follow the applicable state or federal laws in reaching a decision in this matter. Any disagreement regarding whether a dispute is required to be arbitrated pursuant to thisSeparation Agreement and Release shall be decided by the arbitrator. The Federal Arbitration Act, 9 U.S.C. Sections 1-16, shall govern the interpretation and enforcement of this Section 17. The prevailing party will be entitled to recoverreasonable attorney’s fees and costs incurred in any action to enforce or defend this Separation Agreement and Release. 

18. ThisSeparation Agreement and Release shall be construed and governed by the laws of the State of Delaware. 

EXECUTIVE ACKNOWLEDGES BY SIGNINGBELOW that (i) Executive has not relied upon any representations, written or oral, not set forth in this Separation Agreement and Release; (ii) at the time Executive was given this Separation Agreement and Release Executive was informed inwriting by the Company that (a) Executive had at least 21 days in which to consider whether Executive would sign the Separation Agreement and Release and (b) Executive should consult with an attorney before signing the Separation Agreementand Release; and (iii) Executive had an opportunity to consult with an attorney and either had such consultations or has freely decided to sign this Separation Agreement and Release without consulting an attorney. 

Executive further acknowledges that he may revoke acceptance of this Separation Agreement and Release by delivering a letter of revocation within seven(7) days after the later of the dates set forth below addressed to: Health Net, Inc., Organization Effectiveness Department, 21650 Oxnard Street, Woodland Hills, California 91367, Attention: Karin Mayhew. 

Finally, Executive acknowledges that he understands that this Separation Agreement and Release will not become effective until the eighth (8th) dayfollowing his signing this Separation Agreement and Release and that if Executive does not revoke his acceptance of the terms of this Separation Agreement and Release within the seven (7) day period following the date on which Executive signsthis Separation Agreement and Release as set forth above, this Separation Agreement and Release will be binding and enforceable. 

*[Signature Page Follows]*

 

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IN WITNESS WHEREOF, the parties hereto have executed this Separation Agreement and Release as of thedates set forth below. 

 
Executive Health Net, Inc.By: 
**[EXHIBIT COPY]**
 By: 
**[EXHIBIT COPY]**
Name:  Name: Title:  Title: Dated: 
**[TO BE INSERTED]**
 Dated: 
**[TO BE INSERTED]**

 

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