EHEALTH, INC. DEFERRAL ELECTION FORM FOR NEWLY ELIGIBLE INDIVIDUALS WITH EXISTING AWARDS

Please complete, execute and return this deferral election form (the “Election Form”) via e-mail to _________, Senior Stock Administrator at eHealth, Inc. (the “Company”), and to ________, Senior Corporate Counsel of the Company, no later than _________, 20__ (which is within 30 days of the date that you were designated by the Administrator as an Eligible Individual) (the “Submission Deadline”). THIS ELECTION FORM WILL BECOME IRREVOCABLE AS OF THE SUBMISSION DEADLINE.

Terms not otherwise defined herein shall have the meaning set forth in Exhibit A to this Election Form or the meaning set forth in the applicable Plan under which an Eligible Award was granted.

I.    INFORMATION

II.    GRANTS TO WHICH THIS ELECTION FORM APPLIES

The Awards set forth on Exhibit B are eligible and may be deferred under this Election Form (the “Eligible Awards”).

III.    DEFERRAL ELECTION

[___] I hereby elect to defer 100% of the shares subject to the Eligible Awards that I have marked with a “Yes” on Exhibit B. All Eligible Awards that are deferred by me on Exhibit B pursuant to this Section III shall be referred to as “Deferred Awards” hereunder).

[___] I do not wish to defer settlement of any Eligible Award. I understand that by not electing to defer the settlement of any Eligible Award, such Eligible Award(s), if any, will be settled (if at all) as provided in the applicable Plan and Award Agreement.

Subject to the mandatory terms set forth in Section V below:

[_]    I elect to have my Deferred Awards settled in a single lump sum installment in whole shares on ________________,     20___ (please select a date no earlier than ___________, 20__), or, if earlier, as set forth in Section V below.

[_]    I do not select a fixed settlement date for my Deferred Awards and as a result my Deferred Awards will be settled as set forth in Section V below.

V.    MANDATORY TERMS

Notwithstanding the foregoing:

settled until the date that is 6 months and 1 day following the Separation Date, unless you die following your Separation Date, in which case, your distribution will commence as soon as practicable following your death.

VI.    PARTICIPANT ACKNOWLEDGEMENTS AND SIGNATURE

which an Eligible Award was granted, and/or any applicable law, then the provisions of either the applicable law (including, but not limited to, Section 409A) or the applicable Plan will control, with the applicable Plan subordinated to the applicable law and the Award Agreement subordinated to this Election Form.

By signing this Election Form, I authorize the implementation of the above elections. I understand that any deferral election in Section III is irrevocable effective as of the Submission Deadline and may not be changed in the future, except in accordance with the requirements of Section 409A and the procedures specified by the Administrator.

Signed:                 Date: _______________, ______

PARTICIPANT

EHEALTH, INC.

By:         Date: ________________, ______

    

Title:    

IMPORTANT DEADLINE: Please remember that if you wish to make any election set forth on this Election Form, then the properly completed Election Form must be signed by you and returned ON OR BEFORE THE SUBMISSION DEADLINE via e-mail to ________, Senior Stock Administrator, at ________ and to ________, Senior Corporate Counsel, at ________. You may not hand-deliver your Election Form.

“Administrator” means the Compensation Committee of the Company’s Board of Directors (or any other authorized designee of the Board as set forth in the applicable Plan under which an Eligible Award is granted).

“Affiliate” means each corporation, trade or business that is, together with the Company, a member of a controlled group of corporations or under common control (as determined under section 414(b) or (c) of the Code), but only for the period during which such other entity is so affiliated with the Company. Notwithstanding the foregoing, in applying sections 1563(a)(1), (2) and (3) of the Code for purposes of determining a controlled group of corporations under section 414(b) of the Code and in applying Treasury regulation section 1.414(c)-2 for purposes of determining trades or businesses that are under common control for purposes of section 414(c) of the Code, the phrase “at least 50 percent” will be used instead of “at least 80 percent” at each place it appears in such sections.

“Award” means a restricted stock unit or performance stock unit award granted under a Plan.

“Award Agreement” means that written agreement between the Participant and the Company evidencing the grant of an Award.

“Board” means the Board of Directors of the Company, as from time to time constituted.

“Change in Control Event” means, as applicable, a Change in Control as defined in Section 16(e) of the 2014 Plan with respect to an Award granted under the 2014 Plan, and a Change in Control as defined in Section 16.5 of the 2006 Plan with respect to an Award granted under the 2006 Plan, provided, however, in each case, such event qualifies as a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, as determined in accordance with section 409A(a)(2)(A)(v) of the Code and Treasury regulation section 1.409A-3(i)(5).

“Code” means the U.S. Internal Revenue Code of 1986, as amended.  Reference to a specific section of the Code will include such section, any valid regulation or other Treasury Department or Internal Revenue Service guidance promulgated thereunder, and any comparable provision of any future legislation amending, supplementing or superseding such section.

“Company” means eHealth, Inc., a Delaware corporation.

“Eligible Individual” means a person who is a member of the Board or is U.S. employee of the Company with a title of Senior Vice President and above following the establishment of this deferred compensation program. For the avoidance of any doubt, if an individual providing services to the Company qualifies as an “Eligible Individual” and then later ceases to qualify as an “Eligible Individual” following the date an election to defer becomes irrevocable, he or she shall continue to be subject to terms and conditions of any such deferral election.

“Grant Date” means the date of grant of the Award, as applicable.

“Plan” means, as applicable, either (1) the Company’s 2014 Equity Incentive Plan, as amended from time to time (“2014 Plan”), or (2) the Company’s 2006 Equity Incentive Plan, as amended from time to time (“2006 Plan”).

“Qualifying Disability” means any medically determinable physical or mental impairment resulting in the Participant’s inability to perform the duties of his or her position of employment or any substantially similar position of employment, where such impairment can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months. The Company will determine whether or not the Participant has incurred a Qualifying Disability based on such evidence as the Company deems necessary or advisable.

“Section 409A” means Section 409A of the Code.

“Separation Date” means the date of the Participant’s death, retirement or other termination of employment with the Company and all of its Affiliates (as determined in accordance with section 409A(2)(A)(i) of the Code and Treasury regulation section 1.409A-1(h)). For this purpose, the employment relationship will be treated as continuing intact while the Participant is on military leave, sick leave or other bona fide leave of absence, except that if the period of such leave exceeds six (6) months and the Participant does not retain a right to reemployment under an applicable statute or by contract, then the employment relationship will be deemed to have terminated on the first day immediately following such six (6)-month period. A leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services.  Notwithstanding the foregoing, if a leave of absence is due to a Qualifying Disability, a twenty-nine (29)-month period of absence will be substituted for the six (6)-month period specified above.