Health Net 2009 Annual Report Download - page 226

descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be
void and unenforceable against the Company; provided that the designation of a beneficiary shall not constitute an assignment,
alienation, pledge, attachment, sale, transfer or encumbrance.
12. Amendment. The Board may terminate or amend the Plan at any time; provided, however, that the termination or any
modification or amendment of the Plan shall not, without the consent of the Optionee, impair the rights of the Optionee under this
Option Agreement.
13. Compliance with Applicable Law. The Option is subject to the condition that if the listing, registration or qualification
of the shares subject to the Option upon any securities exchange or under any law, or the consent or approval of any governmental
body, or the taking of any other action, is necessary or desirable as a condition of, or in connection with, the purchase or delivery of
shares hereunder, the Option may not be exercised, in whole or in part, unless such listing, registration, qualification, consent or
approval shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees to use
reasonable efforts to effect or obtain any such listing, registration, qualification, consent or approval.
14. Decisions of Board or Committee. The Board of Directors or the Committee shall have the right to resolve all questions
which may arise in connection with the Option or its exercise. Any interpretation, determination or other action made or taken by the
Board of Directors or the Committee regarding the Plan or this Option Agreement shall be final, binding and conclusive.
15. Failure to Execute Agreement. This Option Agreement and the Option granted hereunder is subject to the Optionee
returning a counter-signed copy of this Option Agreement to the designated representative of the Company on or before 60 days after
the date of its distribution to the Optionee. In the event that the Optionee fails to so return a counter-signed copy of this Option
Agreement within such 60 day period, then this Option Agreement and the Option granted hereunder shall automatically become null
and void and shall have no further force or effect. Electronic acceptance of this Option Agreement shall constitute an execution of the
Option Agreement by the Optionee and a return of the counter-signed copy to the Company for purposes of this Section 15.
IN WITNESS WHEREOF, the parties hereto have executed this Option Agreement as of the date and year set forth above.
Health Net, Inc.
Name:
Title:
OPTIONEE HEREBY EXPRESSLY
ACKNOWLEDGES AND AGREES THAT (I)
HE/SHE IS AN EMPLOYEE AT WILL AND
MAY BE TERMINATED BY THE EMPLOYER
AT ANY TIME, WITH OR WITHOUT CAUSE,
(II) THE OPTION MAY NOT BE EXERCISED
WITH RESPECT TO ANY OPTION SHARES
THAT ARE NOT VESTED ON THE DATE OF
ANY SUCH TERMINATION AND (III) THE
OPTION MAY BE EXERCISED WITH
RESPECT TO OPTION SHARES THAT ARE
VESTED ON THE DATE OF ANY SUCH