Health Net 2011 Annual Report Download - page 254

Exhibit 10.15
FORM OF
NONQUALIFIED STOCK OPTION AGREEMENT
UNDER THE HEALTH NET, INC.
2006 LONG-TERM INCENTIVE PLAN,
AS AMENDED
This agreement (together with the Notice of Grant of Stock Options (the “Grant Notice”) attached hereto and incorporated by
reference herein, the “Option Agreement”) is made as of the grant date set forth on the Grant Notice (the “Grant Date”), by and
between Health Net, Inc., a Delaware corporation (the “Company”), and the participant identified on the Grant Notice, an employee
of the Company or a Subsidiary of the Company (the “Optionee”).
Pursuant to the Health Net, Inc. 2006 Long-Term Incentive Plan, as amended (the “Plan”), the Compensation Committee of the
Board of Directors of the Company (the “Committee”) or an appropriate executive officer of the Company empowered by the
Committee, has determined that the Optionee is to be granted, on the terms and conditions set forth in this Option Agreement, a
nonqualified stock option (the “Option”) to purchase shares of Common Stock of the Company, par value $.001 per share (the
“Common Stock”), and hereby grants such Option. Capitalized terms used but not defined herein shall have the meanings set forth in
the Plan.
1. Number of Shares and Exercise Price. The Option is to purchase the number of shares of Common Stock set forth on the
Grant Notice (the “Option Shares”) at a price per share set forth on the Grant Notice (the “Exercise Price”), which is equal to the Fair
Market Value (as defined in the Plan) of the Option Shares as of the Grant Date.
2. Exercise of Option. Except as set forth in Sections 3 and 9, the Option shall become exercisable in cumulative installments
beginning on the [first] anniversary of the Grant Date to the extent of [ %] of the Option Shares covered by the Option, and [on
each subsequent anniversary of the Grant Date to the extent of an additional %] of the Option Shares covered by the Option,
until the Option has become exercisable as to all of the Option Shares (the “Vesting Dates”). The Option may be exercised only to
purchase whole shares, and in no case may a fraction of a share be purchased.
3. Term of Option and Termination of Employment.
(a) General Term. The term of the Option and this Option Agreement shall commence on the Grant Date. The right of the
Optionee to exercise the Option with respect to any Option Shares, to purchase any such Option Shares and all other rights of the
Optionee with respect to any such Option Shares shall terminate on the seventh anniversary of the Grant Date, unless the Option has
been earlier terminated as provided either in paragraphs (b) through (h) below or under the Plan.
(b) Death of Optionee. If the Optionee shall die prior to the exercise of the Option, then:
(i) if the Optionee dies while employed by an Employer (as defined in the Plan), then the Option (subject to subsection
(h) below) may be exercised by the legatee(s) or personal representative of the Optionee at any time within one year after the
Optionee’s death;
(ii) if the Optionee’s employment with the Employer was terminated due to a Disability (as defined in the Plan) and the
Optionee dies within one year after termination of employment, then the Option (subject to subsection (h) below) may be
exercised by the legatee(s) or personal representative of the Optionee any time during the remainder of the period during which
the O
p
tionee would have been able to exercise the O
p
tion
p
ursuant to subsection (c) below had the O
p
tionee not died;