Health Net 2011 Annual Report Download - page 258

9. Change of Control. Notwithstanding the provisions of Section 2 and 3 hereof, in the event that (i) there shall occur a Change
in Control (as defined in the Plan) and (ii) the employment of the Optionee shall be terminated within the two year period following
the Change in Control but prior to any Vesting Date either (A) by the Company without Cause or (B) under circumstances which
entitle the Optionee to Change in Control severance benefits under an effective employment agreement between the Optionee and the
Company or the Company’s Safety Net Security Program, each Option shall become fully vested and the date of such vesting shall be
deemed to be the Vesting Date hereunder; such termination shall be treated as having occurred pursuant to Section 3(f) hereof for
purposes of determining the post-termination exercise period. For purposes of this Section 9, “Cause” shall have the meaning set forth
in the Plan.
10. Rights to Terminate Employment. Nothing in the Plan or in this Option Agreement shall confer upon the Optionee the right
to continue in the employment of an Employer or affect any right which an Employer may have to terminate the employment of the
Optionee. The Optionee specifically acknowledges that the Employer intends to review Optionee’s performance from time to time,
and that the Company and/or the Employer has the right to terminate Optionee’s employment at any time, including a time in close
proximity to a Vesting Date, for any reason, with or without Cause. The Optionee acknowledges that upon his or her termination of
employment with an Employer for any reason, the Option shall be exercisable only to the extent it is exercisable on the effective date
of the Optionee’s termination of employment and only within the period following such termination as is set forth in this Option
Agreement.
11. Transferability. The Option may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered
by the Optionee otherwise than by will or by the laws of descent and distribution, and any such purported assignment, alienation,
pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company; provided that the designation
of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.
12. Amendment. This Option Agreement may be amended or modified at any time by the Committee; provided, however, that
the amendment or modification of this Option Agreement shall not, without the consent of the Optionee, adversely affect the rights of
the Optionee under this Option Agreement. The Board may terminate or amend the Plan at any time; provided, however, that the
termination or any modification or amendment of the Plan shall not, without the consent of the Optionee, impair the rights of the
Optionee under this Option Agreement.
13. Compliance with Applicable Law. The Option is subject to the condition that if the listing, registration or qualification of the
shares subject to the Option upon any securities exchange or under any law, or the consent or approval of any governmental body, or
the taking of any other action, is necessary or desirable as a condition of, or in connection with, the purchase or delivery of shares
hereunder, the Option may not be exercised, in whole or in part, unless such listing, registration, qualification, consent or approval
shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees to use reasonable
efforts to effect or obtain any such listing, registration, qualification, consent or approval.
14. Decisions of Board or Committee. The Board of Directors or the Committee shall have the right to resolve all questions
which may arise in connection with the Option or its exercise. Any interpretation, determination or other action made or taken by the
Board of Directors or the Committee re
g
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the Plan or this O
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and conclusive.