Health Net 2011 Annual Report Download - page 255

(iii) if the Optionee’s employment is terminated due to Retirement (as defined below), and the Optionee dies during the
period after Retirement when the Option was still exercisable by the Optionee, then the Option (subject to subsection (h) below)
may be exercised by the legatee(s) or personal representative of the Optionee at any time during the remainder of the period
during which the Optionee would have been able to exercise the Option pursuant to subsection (d) below had the Optionee not
died; and
(iv) if the Optionee dies within three months after termination of employment by the Employer without Cause, as
determined pursuant to Subsection 3(f), and clauses (ii) and (iii) above are not applicable, 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.
(c) Disability. If the Optionee’s employment with the Employer shall terminate prior to the exercise of the Option as a result of a
Disability, then the Option (subject to subsection (h) below) may be exercised by the Optionee (or his or her personal representative)
at any time within one year after the Optionee’s termination of employment.
(d) Retirement. If the Optionee’s employment with the Employer shall terminate prior to the exercise of the Option as a result of
Retirement, then the Option (subject to subsection (h) below) may be exercised at any time within one year after the Optionee’s
termination of employment. For purposes hereof “Retirement” shall mean the Recipient’s termination of employment at or after the
date upon which the Recipient has attained both age 55 and 10 years of continuous service with the Company.
(e) Termination by the Employer for Cause. If the Optionee’s employment with the Employer shall be terminated by the
Employer prior to the exercise of the Option for Cause then the Option shall immediately terminate and shall immediately cease to be
exercisable and shall be forfeited to the Company. For purposes of this Option Agreement, “Cause” shall have the meaning set forth
in Section [INSERT SECTION NUMBER] of the Plan.
(f) Termination by the Employer Without Cause. If prior to the exercise of the Option, the Optionee’s employment with the
Employer shall be terminated by the Employer without Cause, then the Option (subject to subsection (h) below) held by the Optionee
may be exercised at any time within three months after the Optionee’s termination of employment. For purposes of this Option
Agreement, if a Subsidiary by which the Optionee is employed ceases to be a Subsidiary, whether through a sale by the Company of
all or a portion of the stock or assets of such Subsidiary, a merger or otherwise (a “Subsidiary Transaction”), the Optionee’s
employment with the Employer shall be deemed to have been terminated by the Employer without Cause as of the effective date of
such Subsidiary Transaction.
(g) Termination for Other Reason. If prior to the exercise of the Option, the Optionee’s employment with the Employer shall be
terminated for any reason other than as set forth in paragraphs (b) through (e) above, then the Option (subject to subsection (h) below)
held by the Optionee may be exercised at any time within one month after the Optionee’s termination of employment.
(h) Post-Termination exercisability. Notwithstanding any other provision of this Section 3 to the contrary, following termination
of employment of the Optionee for any reason: (i) the Option shall be exercisable during any of the post-employment periods
described in subparagraphs (b) through (g) of this Section 3 if and only to the extent the Option was exercisable (i.e., vested) at the
time of such termination of employment and (ii) no portion of the Option shall be exercisable following the seventh anniversary of the
Grant Date.