Health Net 2011 Annual Report Download - page 252

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18. Should any part, term or provision of this Release be declared and/or be determined by any court or arbitrator to be illegal or
invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby, and said illegal or invalid part, term
or
p
rovision shall be deemed not to be a
p
art of this Release.
19. This Release contains the entire agreement between the parties hereto, and fully supersedes any and all prior agreements or
understandings between the parties hereto pertaining to the subject matter hereof. There may be no modification of the terms of
this Release exce
p
t in writin
g
si
g
ned b
y
the
p
arties hereto.
20. Employee acknowledges that he or she has had an opportunity to consult and be represented by counsel of Employee’s choosing
in the review of this Release, and that he or she has been advised by the Company to do so, that the Employee is fully aware of
the contents of the Release and of its legal effect, that the preceding paragraphs recite the sole consideration for this Release, and
that Employee enters into this Release freely, without duress or coercion, and based on the Employee’s own judgment and
wishes and not in reliance u
p
on an
y
re
p
resentation or
p
romise made b
y
the Com
p
an
y
, other than those contained herein.
21. This Release shall in all respects be interpreted, enforced and governed under the laws of the State of California. The sole
j
urisdiction and venue for any action related to the subject matter of this Agreement shall be the state and federal courts sitting in
[ ] County. The language of all parts of this Release shall in all cases be construed as a whole, according to its fair
meanin
g
, and not strictl
y
for or a
g
ainst an
y
of the
p
arties.
22. In the event any part, term or provision herein is not enforceable in accordance with its terms, Employee and Company agree
that such part, term or provision will be reformed to the minimum extent necessary to make such part, term or provision
enforceable.
23. To the extent that the outplacement services provided under Section 2(a) and/or the continued health benefits payable under
Section 2(d) constitute non-exempt “nonqualified deferred compensation” (within the meaning of Section 409A) that is subject
to Section 409A, such benefits shall be provided in a manner that complies with the requirements of Treasury Regulation
Section 1.409A-3(i)(1)(iv), including, without limitation, the following conditions: (i) the benefits payable in Employee’s
taxable year may not affect such benefits that Employee is eligible to receive in another taxable year of Employee; (ii) the
reimbursement of expenses or provision of in-kind benefits shall be made on or before the last day of Employee’s taxable year
following the taxable year in which the expense or obligation is incurred; and (iii) such benefits shall not be subject to
li
q
uidation or exchan
g
e for another benefit.
24. Employee has up to twenty-one (21) calendar days from the date he or she receives this document to consider and accept the
terms of this Release, but may accept it at any time within those twenty-one (21) calendar days. Employee agrees that changes to
the terms or form of this Release, whether material or immaterial, do not restart the running of the twenty-one (21) calendar day
p
eriod. After twent
y
-one (21) calendar da
y
s have
p
assed, this offer will ex
p
ire.