Health Net 2011 Annual Report Download - page 261

Exhibit 10.26
FORM
RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement (this “Restricted Stock Agreement”) is made and entered into as of [DATE OF GRANT]
(the “Date of Grant”), by and between Health Net, Inc., a Delaware corporation (the “Company”), and [NAME] (the “Recipient”).
WHEREAS, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company has
approved the grant of Restricted Stock, as hereinafter defined, to the Recipient as set forth below under the Company’s [NAME OF
PLAN] (the “Plan”). Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.
NOW, THEREFORE, in consideration of the covenants and agreements herein contained and intending to be legally bound
hereby, the parties agree as follows:
1. Grant of Restricted Stock. The Company hereby grants to the Recipient [NUMBER OF SHARES] restricted shares (the
“Restricted Stock”) of the Common Stock, par value $.001 per share (the “Common Stock”) of the Company, subject to all of the
terms and conditions of this Restricted Stock Agreement. As a condition of the effectiveness of this grant, the Recipient shall pay to
the Company as soon as practicable the par value for each share of Restricted Stock subject to this grant in such consideration as
determined by the Committee in its sole discretion. The Recipient’s grant and record of share ownership shall be kept on the books of
the Company, until the restrictions on transfer have lapsed pursuant to Sections 2 or 3 below. Shares that have become vested
pursuant to Sections 2 or 3 below may be evidenced by stock certificates, at the request of the Recipient, which certificates shall be
registered in the name of the Recipient and delivered to Recipient within ten (10) days of such request.
2. Lapse of Restrictions. Except as otherwise provided in Section 3 or 11 hereof, the restrictions on transfer set forth in
Section 4 hereof shall lapse (the “Vesting Date”) with respect to all shares of the Restricted Stock on the [NUMBER] anniversary of
the Grant Date.
3. Termination of Service.
(a) If prior to the Vesting Date, the Recipient’s employment or service with the Company is terminated (a
“Termination Event”) by either the Recipient or the Company for any reason, then all shares of Restricted Stock not yet vested shall
be immediately forfeited at such time, and the Company shall return to the Recipient an amount equal to the par value of the
Restricted Stock which was paid by the Recipient to the Company as described in Section 1 above.
(b) If the Recipient violates the terms of Section 5 of this Agreement (a “Breach Event”), in addition to being subject
to all remedies in law or equity that the Company may assert, then at any time thereafter the Company, in its sole and absolute
discretion, may, with respect to any Restricted Stock that has vested within six (6) months of the Recipient’s termination of
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