Health Net 2011 Annual Report Download - page 263

The Recipient acknowledges that the services to be rendered by the Recipient to the Company are of a special and unique
character, which gives this Agreement a peculiar value to the Company, the loss of which may not be reasonably or adequately
compensated for by damages in an action at law, and that a material breach or threatened breach by the Recipient of any of the
provisions contained in this Section 5 will cause the Company irreparable injury. Recipient therefore agrees that the Company may be
entitled, in addition to the remedies set forth above in this Section 5 and any other right or remedy, to a temporary, preliminary and
permanent injunction, without the necessity of proving the inadequacy of monetary damages or the posting of any bond or security,
enjoining or restraining Recipient from any such violations or threatened violations.
5A. Compensation Recovery (Clawback). In the event that Recipient is subject to the Company’s Compensation Recovery
Policy, as such policy may be amended from time to time (the “Compensation Recovery Policy”), notwithstanding anything in this
Restricted Stock Agreement to the contrary, any Restricted Stock granted hereunder shall be subject to the terms and conditions of the
Compensation Recovery Policy.
6. Rights as a Stockholder. The Company shall hold in escrow all dividends, if any, that are paid with respect to the shares
of Restricted Stock until all restrictions on such shares have lapsed. Recipient agrees that the right to vote any shares for which the
restrictions on transfer set forth in Section 4 hereof have not yet lapsed (the “Unvested Shares”) will be held by the Company and,
accordingly, the Employee shall execute an Irrevocable Proxy in favor of the Company for all shares of Restricted Stock in the form
supplied by the Company.
7. Notices. Any notice or communication given hereunder shall be in writing and shall be given electronically (e.g., email)
or by fax or first class mail, certified or registered with return receipt requested, and shall be deemed to have been duly given three
(3) days after mailing or twenty-four (24) hours after transmission of an email or a fax to the following addresses:
or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change
of address shall be effective onl
y
u
p
on recei
p
t.
To the Reci
p
ient at: [NAME]
[ADDRESS]
[EMAIL ADDRESS]
To the Com
p
an
y
at: Health Net, Inc.
21650 Oxnard Street
Woodland Hills, California 91367
Attention: General Counsel