content: <!-- CoverPageHeader start -->
  <!DOCTYPE html PUBLIC "-//W3C//DTD HTML 3.2//EN">
  <HTML>
  <HEAD>
  <TITLE> Health Net, Inc. (Form: 8-K) </TITLE>
  </HEAD>
  <BODY TEXT="#000000" BGCOLOR="#FFFFFF" ALINK="#0000FF" HLINK="#FF0000" VLINK="#800080">
  <A NAME="DOCUMENT_TOP">&nbsp;</A>
  <P>
  <!-- CoverPageHeader end --><!-- CoverPageTitle START -->
  <A NAME="DOCUMENT_TOP">&nbsp;</A>
  <HR NOSHADE>
  <P>
  <P ALIGN="CENTER">
  <FONT SIZE="4">
  		UNITED STATES<BR>
  	SECURITIES AND EXCHANGE COMMISSION
  </FONT>
  <BR>
  <FONT SIZE="2">
  	WASHINGTON, D.C. 20549
  </FONT>
  <P ALIGN="CENTER">
  <FONT SIZE="5">
  	FORM 8-K
  </FONT>
  <FONT SIZE="2">
  
  </FONT>
  </P>
  <P ALIGN="CENTER">
  <FONT SIZE="3">
  	CURRENT REPORT
  </FONT>
  </P>
  <P ALIGN="CENTER">
  <FONT SIZE="2">
  	Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934
  </FONT>
  </P>
  <CENTER>
  <TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
  <TR VALIGN="BOTTOM">
  <TD WIDTH="51%">
  	&nbsp;
  </TD>
  <TD WIDTH="5%">
  	&nbsp;
  </TD>
  <TD WIDTH="44%">
  	&nbsp;
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	Date of Report (Date of Earliest Event Reported):
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	September 19, 2006
  </FONT>
  </TD>
  </TR>
  </TABLE>
  <BR>
  </CENTER>
  <!-- CoverPageTitle END --><!-- CoverPageRegistrant START -->
  <P ALIGN="CENTER"><!-- -->
  <FONT SIZE="6">
  	Health Net, Inc.
  </FONT>
  <FONT SIZE="2">
  <BR>__________________________________________<BR>
  	(Exact name of registrant as specified in its charter)
  </FONT>
  <CENTER>
  <TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
  <TR VALIGN="BOTTOM">
  <TD WIDTH="33%">
  	&nbsp;
  </TD>
  <TD WIDTH="34%">
  	&nbsp;
  </TD>
  <TD WIDTH="33%">
  	&nbsp;
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	Delaware
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	1-12718
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	95-4288333
  </FONT>
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  _____________________<BR>
  	(State or other jurisdiction
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  _____________<BR>
  	(Commission
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  ______________<BR>
  	(I.R.S. Employer
  </FONT>
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	of incorporation)
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	File Number)
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	Identification No.)
  </FONT>
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	21650 Oxnard Street, Woodland Hills, California
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	91367
  </FONT>
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  _________________________________<BR>
  	(Address of principal executive offices)
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  ___________<BR>
  	(Zip Code)
  </FONT>
  </TD>
  </TR>
  </TABLE>
  </CENTER>
  <CENTER>
  <TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
  
  <TR VALIGN="BOTTOM">
  <TD WIDTH="51%">
  	&nbsp;
  </TD>
  <TD WIDTH="5%">
  	&nbsp;
  </TD>
  <TD WIDTH="44%">
  	&nbsp;
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	Registrant&#146;s telephone number, including area code:
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	(818) 676-6000
  </FONT>
  </TD>
  </TR>
  </TABLE>
  </CENTER>
  <P ALIGN="CENTER">
  <FONT SIZE="2">
  	Not Applicable
  <BR>______________________________________________<BR>
  	Former name or former address, if changed since last report
  </FONT>
  <P ALIGN="CENTER">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  <!-- CoverPageRegistrant END --><P><FONT SIZE="2">
  Check the appropriate box below if the Form 8-K filing is intended to
  simultaneously satisfy the filing obligation of the registrant under any
  of the following provisions:</FONT>
  </P>
  <P><FONT SIZE="2">
  [&nbsp;&nbsp;]&nbsp;&nbsp;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
  [&nbsp;&nbsp;]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
  [&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<br>
  [&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<br>
  </P></FONT><!-- PageBreak START -->
  <P>
  <HR NOSHADE>
  <DIV ALIGN="LEFT" STYLE="PAGE-BREAK-BEFORE:ALWAYS">
  <A HREF="#DOCUMENT_TOP">
  <U>
  <B>
  <FONT SIZE="2">Top of the Form</FONT>
  </B>
  </U>
  </A>
  </DIV>
  <!-- PageBreak END --><!-- Item START -->
  <P ALIGN="LEFT">
  <FONT SIZE="2">
  <B>
  	Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
  </B>
  </FONT>
  </P>
  <P ALIGN="LEFT">
  <FONT SIZE="2">
  On September 19, 2006, Health Net, Inc. ("Health Net" or the "Company") announced the appointment of Bret A. Morris, age 41, as the Company&#x2019;s Senior Vice President and Controller, Corporate Finance, commencing on October 9, 2006.  In connection with Mr. Morris&#x2019;s role as the Company&#x2019;s Controller, Corporate Finance, he will also be designated as the Company&#x2019;s principal accounting officer.  Anthony Piszel, Executive Vice President and Chief Financial Officer of the Company, has assumed the responsibilities of the Company&#x2019;s Corporate Controller and principal accounting officer until Mr. Morris joins the Company.<br><br>Prior to joining Health Net, Mr. Morris served as Chief Financial Officer, Medicare Part D at UnitedHealth Group from January 2005 to October 2006.  Prior thereto, Mr. Morris had a long career with WellPoint, Inc.  At WellPoint, Mr. Morris served as Vice President, Divisional Chief Financial Officer and Assistant Corporate Controller (March 2000 to January 2005), Vice President, Operations Support (July 1998 to March 2000), Director, Corporate Budget and Acquisition Analysis (September 1997 to July 1998) and Director, Finance & Information Systems&#x2014;Chief of Staff (February 1997 to September 1997).  From 1996 to 1997, Mr. Morris served as a Senior Manager at Price Waterhouse, LLP.  From 1989 to 1996 Mr. Morris served in different positions at Coopers & Lybrand, LLP, including as an engagement Manager from January 1994 to March 1996.<br><br>In connection with Mr. Morris&#x2019;s appointment, the Company and Mr. Morris have entered into an employment agreement (the "Agreement"), the material terms of which are set forth below.  <br><br>Under the Agreement, Mr. Morris will receive an annual base salary of $300,000.  Mr. Morris will also be eligible to participate in the Health Net Management Incentive Plan ("MIP"), which will provide him the opportunity to earn each plan year up to 50% of his base salary as additional compensation according to the terms of the actual MIP documents, provided, however, that his annual bonus opportunity for the 2006 calendar year will be guaranteed at $175,000.  <br><br>Mr. Morris will also receive an engagement bonus of $175,000 in anticipation of his remaining employed by Health Net for at least two years. If, within the first two years of employment, Mr. Morris voluntarily terminates his employment or Health Net terminates him for cause (as defined in the Agreement), Mr. Morris will be required to repay Health Net a prorated portion of the engagement bonus. <br><br>The Agreement further provides for Mr. Morris to be granted, effective as of the first date of his employment, 25,000 restricted stock units ("RSUs") of Health Net&#x2019;s common stock under the applicable Health Net long-term incentive plan (the "Plan"). Under the Agreement, 50% of the RSUs are to vest and become non-forfeitable on the third anniversary of the grant date, and the remaining 50% shall vest and become non-forfeitable on the fourth anniversary of the grant date. The Agreement provides that the RSUs may be subject to accelerated vesting upon the occurrence of a change in control, as defined under the Plan. Mr. Morris will not be eligible for any additional equity grants until the year 2008 and any grant to Mr. Morris in 2008 will require the approval of the Compensation Committee of the Company&#x2019;s Board of Directors.  Beginning in 2009, Mr. Morris will be eligible for equity grants as part of the Company&#x2019;s annual equity grant program for similarly situated executives of the Company. <br><br>The Agreement provides that Mr. Morris&#x2019;s employment with Health Net may be terminated by him or Health Net at any time, with or without advance notice and with or without cause (as defined in the Agreement). The Agreement provides Mr. Morris with two potential severance arrangements in the event of a termination of his employment other than due to his death or disability: <br><br>	&#x2022;	If, at any time within two years after a change in control (as defined in the Agreement) of Health Net, Mr. Morris&#x2019;s employment is terminated by Health Net without cause (as defined in the Agreement) or Mr. Morris terminates his employment for good reason (as defined in the Agreement) and signs a separation agreement waiver and release of claims substantially in the form prescribed by the Agreement (the "Separation Agreement"), Mr. Morris will be entitled to receive a lump-sum payment equal to 12 months of his then-current base salary and benefit continuation for a 12 month period, provided Mr. Morris elects to continue those benefits under COBRA. This severance allowance will be forfeited in the case of a termination by Mr. Morris if the Company requests in writing, prior to the termination, that Mr. Morris continue in the employ of Health Net for 90 days following the change in control, and Mr. Morris voluntarily leaves the employ of Health Net prior to the expiration of that 90-day period. <br>	&#x2022;	If, at any time that is not within two years after a change in control, Mr. Morris&#x2019;s employment is terminated by Health Net without cause, Mr. Morris will be entitled to receive, if he signs a Separation Agreement, a lump-sum payment equal to 12 months of his then-current base salary and benefit continuation for a 12 month period provided Mr. Morris elects to continue those benefits under COBRA.<br><br>In the event that Mr. Morris voluntarily terminates his employment at any time other than for good reason within two years after a change in control of Health Net, the Agreement provides that he would not be eligible to receive any of the severance benefits under the Agreement. <br><br>In the event that Mr. Morris&#x2019;s employment is terminated due to death or disability (as defined in the Agreement), he or his beneficiaries or estate would be entitled under the Agreement to continuation of benefits for a period of 12 months and a lump-sum payment equal to one times (1x) his then-current base salary, provided, in the case of termination due to disability, that Mr. Morris signs a Separation Agreement. <br>
  </FONT>
  </P>
  <!-- Item END -->
  <BR><BR><BR><BR><P ALIGN="LEFT" STYLE="FONT-SIZE: 10PT"></P><!-- PageBreak START -->
  <P>
  <HR NOSHADE>
  <DIV ALIGN="LEFT" STYLE="PAGE-BREAK-BEFORE:ALWAYS">
  <A HREF="#DOCUMENT_TOP">
  <U>
  <B>
  <FONT SIZE="2">Top of the Form</FONT>
  </B>
  </U>
  </A>
  </DIV>
  <!-- PageBreak END --><!-- SignatureHeader START -->
  <P ALIGN="CENTER">
  <FONT SIZE="2">
  <B>
  	SIGNATURES
  </B>
  </FONT>
  </P>
  <P ALIGN="LEFT">
  <FONT SIZE="2">
  	Pursuant to the requirements of the Securities Exchange Act of 1934, the
  	registrant has duly caused this report to be signed on its behalf by the
  	undersigned hereunto duly authorized.
  </FONT>
  </P>
  <!-- SignatureHeader END --><!-- Signature START -->
  <CENTER>
  <TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
  <TR VALIGN="BOTTOM">
  <TD WIDTH="19%">
  	&nbsp;
  </TD>
  <TD WIDTH="34%">
  	&nbsp;
  </TD>
  <TD WIDTH="3%">
  	&nbsp;
  </TD>
  <TD WIDTH="1%">
  	&nbsp;
  </TD>
  <TD WIDTH="43%">
  	&nbsp;
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD COLSPAN="3" VALIGN="TOP" ALIGN="LEFT">
  <FONT SIZE="2">
  	Health Net, Inc.
  </FONT>
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;&nbsp;
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="LEFT" VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="LEFT" VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD VALIGN="TOP">
  <FONT SIZE="2">
  <I>
  	September 20, 2006
  </I>
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="LEFT" VALIGN="TOP">
  <FONT SIZE="2">
  <I>
  	By:
  </I>
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="LEFT" VALIGN="TOP">
  <FONT SIZE="2">
  <I>
  	/s/ B. Curtis Westen
  </I>
  <BR>
  </FONT>
  </TD>
  </TR>
  <TR>
  <TD VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="LEFT" VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="LEFT" VALIGN="TOP">
  <HR SIZE="1" NOSHADE>
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="LEFT" VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="LEFT" VALIGN="TOP">
  <FONT SIZE="2">
  <I>
  	Name: B. Curtis Westen
  </I>
  </FONT>
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="LEFT" VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="LEFT" VALIGN="TOP">
  <FONT SIZE="2">
  <I>
  	Title: Senior Vice President, General Counsel & Secretary
  </I>
  </FONT>
  </TD>
  </TR>
  </TABLE>
  </CENTER>
  <!-- Signature END --><!-- HTMLFooter START -->
  </BODY>
  </HTML>
  <!-- HTMLFooter END -->
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "htm_15039.htm", "description": "LIVE FILING", "secsgml_size_bytes": 14486}]
metadata_filer: {"company-data": {"conformed-name": "HEALTH NET INC", "cik": "0000916085", "assigned-sic": "6324", "irs-number": "954288333", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-12718", "film-number": "061099647"}, "business-address": {"street1": "21650 OXNARD ST", "city": "WOODLAND HILLS", "state": "CA", "zip": "91367", "phone": "8186766000"}, "mail-address": {"street1": "225 N MAIN ST", "city": "PUEBLO", "state": "CO", "zip": "81003"}, "former-company": [{"former-conformed-name": "FOUNDATION HEALTH SYSTEMS INC", "date-changed": "19970513"}, {"former-conformed-name": "HEALTH SYSTEMS INTERNATIONAL INC", "date-changed": "19940207"}, {"former-conformed-name": "HN MANAGEMENT HOLDINGS INC/DE/", "date-changed": "19931213"}]}
text: Health Net, Inc. (Form: 8-K)
  UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION
  WASHINGTON, D.C. 20549
  FORM 8-K
  CURRENT REPORT
  Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  Date of Report (Date of Earliest Event Reported):
  September 19, 2006
  Health Net, Inc.
  __________________________________________
  (Exact name of registrant as specified in its charter)
  Delaware
  1-12718
  95-4288333
  _____________________
  (State or other jurisdiction
  _____________
  (Commission
  ______________
  (I.R.S. Employer
  of incorporation)
  File Number)
  Identification No.)
  21650 Oxnard Street, Woodland Hills, California
  91367
  _________________________________
  (Address of principal executive offices)
  ___________
  (Zip Code)
  Registrant's telephone number, including area code:
  (818) 676-6000
  Not Applicable
  ______________________________________________
  Former name or former address, if changed since last report
  Check the appropriate box below if the Form 8-K filing is intended to
  simultaneously satisfy the filing obligation of the registrant under any
  of the following provisions:
  [  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  [  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  [  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  [  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
  Top of the Form
  Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
  On September 19, 2006, Health Net, Inc. ("Health Net" or the "Company") announced the appointment of Bret A. Morris, age 41, as the Company's Senior Vice President and Controller, Corporate Finance, commencing on October 9, 2006.  In connection with Mr. Morris's role as the Company's Controller, Corporate Finance, he will also be designated as the Company's principal accounting officer.  Anthony Piszel, Executive Vice President and Chief Financial Officer of the Company, has assumed the responsibilities of the Company's Corporate Controller and principal accounting officer until Mr. Morris joins the Company.
  Prior to joining Health Net, Mr. Morris served as Chief Financial Officer, Medicare Part D at UnitedHealth Group from January 2005 to October 2006.  Prior thereto, Mr. Morris had a long career with WellPoint, Inc.  At WellPoint, Mr. Morris served as Vice President, Divisional Chief Financial Officer and Assistant Corporate Controller (March 2000 to January 2005), Vice President, Operations Support (July 1998 to March 2000), Director, Corporate Budget and Acquisition Analysis (September 1997 to July 1998) and Director, Finance & Information Systems—Chief of Staff (February 1997 to September 1997).  From 1996 to 1997, Mr. Morris served as a Senior Manager at Price Waterhouse, LLP.  From 1989 to 1996 Mr. Morris served in different positions at Coopers & Lybrand, LLP, including as an engagement Manager from January 1994 to March 1996.
  In connection with Mr. Morris's appointment, the Company and Mr. Morris have entered into an employment agreement (the "Agreement"), the material terms of which are set forth below.
  Under the Agreement, Mr. Morris will receive an annual base salary of $300,000.  Mr. Morris will also be eligible to participate in the Health Net Management Incentive Plan ("MIP"), which will provide him the opportunity to earn each plan year up to 50% of his base salary as additional compensation according to the terms of the actual MIP documents, provided, however, that his annual bonus opportunity for the 2006 calendar year will be guaranteed at $175,000.
  Mr. Morris will also receive an engagement bonus of $175,000 in anticipation of his remaining employed by Health Net for at least two years. If, within the first two years of employment, Mr. Morris voluntarily terminates his employment or Health Net terminates him for cause (as defined in the Agreement), Mr. Morris will be required to repay Health Net a prorated portion of the engagement bonus.
  The Agreement further provides for Mr. Morris to be granted, effective as of the first date of his employment, 25,000 restricted stock units ("RSUs") of Health Net's common stock under the applicable Health Net long-term incentive plan (the "Plan"). Under the Agreement, 50% of the RSUs are to vest and become non-forfeitable on the third anniversary of the grant date, and the remaining 50% shall vest and become non-forfeitable on the fourth anniversary of the grant date. The Agreement provides that the RSUs may be subject to accelerated vesting upon the occurrence of a change in control, as defined under the Plan. Mr. Morris will not be eligible for any additional equity grants until the year 2008 and any grant to Mr. Morris in 2008 will require the approval of the Compensation Committee of the Company's Board of Directors.  Beginning in 2009, Mr. Morris will be eligible for equity grants as part of the Company's annual equity grant program for similarly situated executives of the Company.
  The Agreement provides that Mr. Morris's employment with Health Net may be terminated by him or Health Net at any time, with or without advance notice and with or without cause (as defined in the Agreement). The Agreement provides Mr. Morris with two potential severance arrangements in the event of a termination of his employment other than due to his death or disability:
  •	If, at any time within two years after a change in control (as defined in the Agreement) of Health Net, Mr. Morris's employment is terminated by Health Net without cause (as defined in the Agreement) or Mr. Morris terminates his employment for good reason (as defined in the Agreement) and signs a separation agreement waiver and release of claims substantially in the form prescribed by the Agreement (the "Separation Agreement"), Mr. Morris will be entitled to receive a lump-sum payment equal to 12 months of his then-current base salary and benefit continuation for a 12 month period, provided Mr. Morris elects to continue those benefits under COBRA. This severance allowance will be forfeited in the case of a termination by Mr. Morris if the Company requests in writing, prior to the termination, that Mr. Morris continue in the employ of Health Net for 90 days following the change in control, and Mr. Morris voluntarily leaves the employ of Health Net prior to the expiration of that 90-day period.
  •	If, at any time that is not within two years after a change in control, Mr. Morris's employment is terminated by Health Net without cause, Mr. Morris will be entitled to receive, if he signs a Separation Agreement, a lump-sum payment equal to 12 months of his then-current base salary and benefit continuation for a 12 month period provided Mr. Morris elects to continue those benefits under COBRA.
  In the event that Mr. Morris voluntarily terminates his employment at any time other than for good reason within two years after a change in control of Health Net, the Agreement provides that he would not be eligible to receive any of the severance benefits under the Agreement.
  In the event that Mr. Morris's employment is terminated due to death or disability (as defined in the Agreement), he or his beneficiaries or estate would be entitled under the Agreement to continuation of benefits for a period of 12 months and a lump-sum payment equal to one times (1x) his then-current base salary, provided, in the case of termination due to disability, that Mr. Morris signs a Separation Agreement.
  Top of the Form
  SIGNATURES
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  	registrant has duly caused this report to be signed on its behalf by the
  	undersigned hereunto duly authorized.
  Health Net, Inc.
  September 20, 2006
  By:
  /s/ B. Curtis Westen
  Name: B. Curtis Westen
  Title: Senior Vice President, General Counsel & Secretary