Health Net 2009 Annual Report Download - page 240

survives the Participant, the Company shall direct that payment of any balance to the Participant’s account(s) be made in the
following order of priority:
(a) to the beneficiaries designated in the Participant’s last will, if specific reference is made therein to the payment of such
account(s); or if none,
(b) to the Participant’s spouse; or if none,
(c) to the Participant’s descendants, per stirpes; or if none,
(d) to the Participant’s estate.
V. ADMINISTRATION
5.1 Administration. The Plan shall be administered by the Committee, which shall have full power and authority to interpret,
construe and administer the Plan in accordance with the provisions herein set forth, except to the extent the Plan specifically provides
that the Company shall carry out certain administrative duties. The Committee’s interpretation and construction hereof, and actions
hereunder, or the amount or recipient of the payments to be made herefrom, shall be binding and conclusive on all persons for all
purposes. The Committee and the Company may delegate to any Employer, committee, individual (regardless of whether such
individual is an employee of an Employer) or entity any of their respective powers or duties hereunder.
5.2 Indemnification. No officer or employee of the Company or any Employer shall be liable to any person for any action taken
or omitted in connection with the interpretation and administration of the Plan unless attributable to his or her own willful misconduct
or lack of good faith, and the Company shall indemnify and hold harmless such officers and employees from and against all claims,
losses, damages, causes of action and expenses, including reasonable attorney fees and court costs, incurred in connection with such
interpretation and administration of the Plan. The expenses of administering the Plan shall be paid by the Employers and shall not be
charged against any Participant’s account(s).
5.3 Claims Procedure. The Company (i) shall provide notice in writing to any Participant or Beneficiary whose claim for
benefits under the Plan has been denied, setting forth the specific reasons for such denial and written in a manner calculated to be
understood by such Participant or Beneficiary and (ii) shall afford a reasonable opportunity to any Participant or Beneficiary whose
claim for benefits has been denied for a full and fair review by the Committee of the decision denying the claim.
VI. MISCELLANEOUS
6.1 Unfunded Status and Application of ERISA. The Plan is intended to be an unfunded plan maintained primarily for the
purpose of providing deferred compensation to a select group of management or highly compensated employees within the meaning
of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA and Department of Labor Regulation § 2520.104-23. In order to meet the
deferred obligations hereunder, the Company and the Employers may, but shall not be required to, establish a grantor trust and
transfer thereto an amount necessary to provide payments equal to the aggregate balances of the Participants’ accounts. In the event
that the
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