Health Net 2011 Annual Report Download - page 240

D. Injunction Rights. Executive also acknowledges that the services to be rendered by Executive to the Company are of a
special and unique character, which gives this Agreement a peculiar value to the Company or any of its affiliates, the loss of which
may not be reasonably or adequately compensated for by damages in an action at law, and that a material breach or threatened breach
by Executive of any of the provisions contained in this Section 11 will cause the Company or any of its affiliates irreparable injury.
Executive therefore agrees that the Company may be entitled, in addition to the remedies set forth above in this Section 11 and any
other right or remedy, to a temporary, preliminary and permanent injunction, without the necessity of proving the inadequacy of
monetary damages or the posting of any bond or security, enjoining or restraining Executive from any such violation or threatened
violations.
12. Successors; Binding Agreement.
A. Survival Following Merger, Consolidation or Asset Transfer. This Agreement shall not be terminated by any merger or
consolidation of the Company whereby the Company is or is not the surviving or resulting corporation or as a result of any transfer of
all or substantially all of the assets of the Company. In the event of any such merger, consolidation or transfer of assets, the provisions
of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity to which such assets are
transferred.
B. Survivor’s Assumption of Agreement. The Company agrees that concurrently with any merger, consolidation or transfer
of assets referred to in this Section 12, it will cause any successor or transferee to unconditionally assume, by written instrument
delivered to Executive (or Executive’s beneficiary or estate), all of the obligations of the Company hereunder. Failure of the
Company to obtain such assumption prior to the effectiveness of any such merger, consolidation or transfer of assets shall entitle
Executive to compensation and other benefits from the Company in the same amount and on the same terms as Executive would be
entitled hereunder if Executive’s employment were Terminated without Cause. For purposes of implementing the foregoing, the date
on which any such merger, consolidation or transfer becomes effective shall be deemed the date of Termination.
C. Enforceability. This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal
representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive shall die while any
amounts would be payable to Executive hereunder had Executive continued to live, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to such person or persons appointed in writing by Executive to
receive such amounts or, if no person is so appointed, to Executive’s estate.
13. Limitation on Payments.
A. Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be
received by Executive (including any payment or benefit received in connection with a Change in Control or the termination of
Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or
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