rrd50397_57142.html

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QlkOC6OllRT7qHNrnjKBrRrPQ7H10yUhPem6c7e/VJTMtVhoX86k09/r9xHsHiNP P16ApF9TLJPoXeyttplJmg== 0001181431-04-056972.txt : 20041206 0001181431-04-056972.hdr.sgml : 20041206 20041206170931 ACCESSION NUMBER: 0001181431-04-056972 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041202 FILED AS OF DATE: 20041206 DATE AS OF CHANGE: 20041206 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MOLINA HEALTHCARE INC CENTRAL INDEX KEY: 0001179929 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 134204626 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE GOLDEN SHORE DRIVE CITY: LONG BEACH STATE: CA ZIP: 90802 BUSINESS PHONE: 5624353666 MAIL ADDRESS: STREET 1: ONE GOLDEN SHORE DRIVE CITY: LONG BEACH STATE: CA ZIP: 90802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ERICKSON DAVID W CENTRAL INDEX KEY: 0001246741 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31719 FILM NUMBER: 041186797 MAIL ADDRESS: STREET 1: C/O MOLINA HEALTHCARE, INC. STREET 2: ONE GOLDEN SHORE DRIVE CITY: LONG BEACH STATE: CA ZIP: 90802 4 1 rrd60140.xml DAVID ERICKSON FORM 4 (12-06-04) X0202 4 2004-12-02 0 0001179929 MOLINA HEALTHCARE INC MOH 0001246741 ERICKSON DAVID W C/O MOLINA HEALTHCARE, INC. ONE GOLDEN SHORE DRIVE LONG BEACH CA 90802 0 1 0 0 V.P. Information Services; CIO Common Stock 2004-12-02 4 M 0 30000 2 A 30000 D Common Stock 2004-12-02 4 S 0 30000 43.4122 D 0 D Stock Option (right to buy) 2 2004-12-02 4 M 0 30000 0 D 2009-09-21 Common Stock 30000 25020 D Stock Option (right to buy) 25.33 2014-02-10 Common Stock 15000 15000 D Stock Option (right to buy) 4.50 2010-12-27 Common Stock 7320 7320 D The options became fully exercisable as of 5/1/2002. The options vest one-third on each of 2/10/2005, 2/10/2006, and 2/10/2007. The options became fully exercisable upon the closing of the initial public offering of the issuer. Represents the weighted average of 28 separate sales on 12/02/2004. David W. Erickson, by Jeff D. Barlow, Attorney-in-Fact. 2004-12-06 EX-24.1 2 rrd50397_57142.htm POWER OF ATTORNEY rrd50397_57142.html

     LIMITED POWER OF ATTORNEY FOR SECTION 16(a) FILINGS


Know all by these presents, that the undersigned hereby constitutes
and appoints Mark L. Andrews and Jeff D. Barlow, and each acting
singly, the undersigned's true and lawful attorney-in-fact to:

1)  execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director and/or stockholder of Molina
Healthcare, Inc. (the "Company"), Forms 3, 4, and 5 and amendments
thereto in accordance with Section 16(a) of the Securities Exchange
Act of 1934 and the rules thereunder; and

2)  do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Form 3, 4, or 5 or amendment thereto and timely file
such form with the United States Securities and Exchange Commission
(the "SEC") and any stock exchange or similar authority.


The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not
assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange
Act of 1934.


This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect
to the undersigned's holdings of and transaction in securities of the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.  This Power of Attorney
may be filed with the SEC as a confirming statement of the authority
granted herein.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of April, 2004.



/s/ David W. Erickson
Signature

David W. Erickson
Printed Name


Exhibit 24.1

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