Health Net 2009 Annual Report Download - page 222

Exhibit 10.14
FORM OF
NONQUALIFIED STOCK OPTION AGREEMENT
UNDER THE [INSERT NAME OF PLAN]
This agreement (together with the Notice of Grant of Stock Options (the “Grant Notice”) attached hereto and incorporated
by reference herein, the “Option Agreement”) is made as of the grant date set forth on the Grant Notice (the “Grant Date”), by and
between Health Net, Inc., a Delaware corporation (the “Company”), and the participant identified on the Grant Notice, an employee
of the Company or a Subsidiary of the Company (the “Optionee”).
Pursuant to the [INSERT NAME OF PLAN], as amended (the “Plan”), the Compensation Committee of the Board of
Directors of the Company (the “Committee”) or an appropriate executive officer of the Company empowered by the Committee, has
determined that the Optionee is to be granted, on the terms and conditions set forth in this Option Agreement, a nonqualified stock
option (the “Option”) to purchase shares of Common Stock of the Company, par value $.001 per share (the “Common Stock”), and
hereby grants such Option. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.
1. Number of Shares and Exercise Price. The Option is to purchase the number of shares of Common Stock set forth on the
Grant Notice (the “Option Shares”) at a price per share set forth on the Grant Notice (the “Exercise Price”), which is equal to the Fair
Market Value (as defined in the Plan) of the Option Shares as of the Grant Date.
2. Exercise of Option. Except as set forth in Sections 3 and 9, the Option shall become exercisable in cumulative
installments beginning on the [first] anniversary of the Grant Date to the extent of [__%] of the Option Shares covered by the Option,
and [on each subsequent anniversary of the Grant Date to the extent of an additional __%] of the Option Shares covered by the
Option, until the Option has become exercisable as to all of the Option Shares (the “Vesting Dates”). The Option may be exercised
only to purchase whole shares, and in no case may a fraction of a share be purchased.
3. Term of Option and Termination of Employment.
(a) General Term. The term of the Option and this Option Agreement shall commence on the Grant Date. The right of the
Optionee to exercise the Option with respect to any Option Shares, to purchase any such Option Shares and all other rights of the
Optionee with respect to any such Option Shares shall terminate on the seventh anniversary of the Grant Date, unless the Option has
been earlier terminated as provided either in paragraphs (b) through (g) below or under the Plan.
(b) Death of Optionee. If the Optionee shall die prior to the exercise of the Option, then:
(i) if the Optionee dies while employed by an Employer (as defined in the Plan), then the Option (subject to
subsection (g) below) may be exercised by the legatee(s) or personal representative of the Optionee at any time within one
year after the Optionee’s death;
(ii) if the Optionee’s employment with the Employer was terminated due to a Disability (as defined in the Plan) and
the Optionee dies within one year after termination of employment, then the Option (subject to subsection (g) below) may
be exercised by