Health Net 2009 Annual Report Download - page 479

BUSINESS TRANSITION AGREEMENT
THIS BUSINESS TRANSITION AGREEMENT (this “Agreement”) is made and entered into on December 11, 2009 (the
“Effective Date”), by and among Health Net, Inc., a Delaware corporation (“Parent”), Health Net of the Northeast, Inc., a Delaware
corporation (“Seller”), Health Net Life Insurance Company, a California corporation (“HN Life”), Oxford Health Plans, LLC, a
Delaware limited liability company (“Buyer”), UnitedHealthcare Insurance Company, a Connecticut stock insurance company
(“UHIC”), Oxford Health Insurance, Inc., a New York corporation (“Oxford” and together with UHIC, “United”) and, solely with
respect to Section 4.8(b), UnitedHealth Group Incorporated, a Minnesota corporation (“UHG”) (each a “Party” and collectively the
“Parties”).
RECITALS
WHEREAS, Parent, Seller, Buyer and UHG have entered into that certain Stock Purchase Agreement (the “Stock Purchase
Agreement”), dated as of July 20, 2009, which provides for, among other things, the sale of all of the issued and outstanding shares of
Health Net of Connecticut, Inc., a Connecticut corporation, FOHP, Inc., a New Jersey corporation, Health Net of New Jersey, Inc., a
New Jersey corporation, Health Net of New York, Inc., a New York corporation, Health Net Insurance of New York, Inc., a New
York corporation, and Health Net Services (Bermuda) Ltd., a Bermuda company, and for a membership renewal rights transaction
with respect to the Connecticut and New Jersey business of HN Life;
WHEREAS, United is an Affiliate of the following entities, Oxford Health Insurance, Inc., Oxford Health Plans (NY), Inc.,
Oxford Health Plans (CT), Inc., Oxford Health Plans (NJ), Inc., UnitedHealthcare Insurance Company, UnitedHealthcare Insurance
Company of New York, and UnitedHealthcare Service, LLC (each a “Legacy United Entity” and collectively the “Legacy United
Entities”), which are licensed to offer, collectively, health insurance products in the Applicable States;
WHEREAS, HN Life is a licensed life and health insurance company offering health insurance and health benefit products in
the Applicable States;
WHEREAS, in connection with the Stock Purchase Agreement, the Parties desire to transition the Membership, which shall not
include Medicare or Medicaid members, of HN Life to the Legacy United Entities and to enroll the Membership in Legacy United
Entities’ Plans; and
WHEREAS, in connection with such transition, Seller and HN Life desire to permit United and the Legacy United Entities
access to certain information regarding the Membership and HN Life Employer Groups and to do such other things as are set forth in
this Agreement in order to facilitate the efforts of the Legacy United Entities to enroll the Membership as Transferred Members in
Legacy United Entities’ Plans, all upon the terms and subject to the conditions set forth in this Agreement.
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