Health Net 2009 Annual Report Download - page 216

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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 Date undertake any employment or activity
prohibited by the Employment Agreement. The prohibitions of this paragraph are not intended to deny employment
opportunities within Executive’s field of employment but are limited only to those prohibitions necessary to protect the
Company from unfair competition. In addition, Executive agrees that, for [a period of one (1) year] [the six (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 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 accept employment by, or
enter into a business relationship with, Executive or any other entity or person.
11. Executive further agrees that, in exchange for the consideration set forth in Section 2 hereof, Executive shall not 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 herein shall be
used for any purpose except in proceedings related to the enforcement of this Separation Agreement and Release.
13. If any part or 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 Separation
Agreement 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 extent necessary
so that the provision is enforceable, and the provision, as reduced, shall then be enforceable.
14. Executive agrees and acknowledges 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 by Executive.
15. Executive acknowledges that he has had an opportunity to consult and be represented by counsel of his own choosing in the
review of this Separation Agreement and Release, and that he has been advised by the Company to do so, that Executive is fully
aware of this Separation Agreement and Release and of its legal effect, that the preceding paragraphs recite the sole
consideration for this Separation Agreement and Release, and that Executive enters into this Separation Agreement and Release
freely, without coercion, and based on Executive’s own judgment and not in reliance upon any representation or 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 of the Company.