Health Net 2009 Annual Report Download - page 210

D. The Company and Executive agree to cooperate in good faith in an effort to comply with Section 409A. Under no
circumstances shall the Company be responsible for any taxes, penalties, interest or other losses or expenses incurred by Executive
due to any failure to comply with Section 409A. To the extent payments and benefits 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 comply with 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 provision shall otherwise remain in full force and effect.
16. Company Policies. Executive’s employment with the Company is subject to the 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 which is incorporated by reference herein. Executive shall be required to read,
understand and comply with the Associate Policies.
17. 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 to find an alternative
way to achieve the same result.
18. 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 Company with 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 permitted by 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
December 14, 2009 between Executive and the Company.
19. Waiver. No waiver of any default hereunder shall operate as a waiver of any subsequent default. Failure by either party 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.
20. Notices. All notices and communications required or permitted hereunder shall be in writing and shall be deemed given (a) if
delivered personally, (b) upon confirmation of receipt by the sender after being sent by electronic mail, (c) one (1) business day after
being sent by Federal Express or a similar commercial overnight service, or (d) three (3) business days after being mailed by
registered or certified mail, return receipt requested, prepaid and addressed to the
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