Health Net 2011 Annual Report Download - page 264

8. Securities Laws Requirements. The Company shall not be obligated to transfer any shares of Common Stock from the
Recipient to another party, if such transfer, in the opinion of counsel for the Company, would violate the Securities Act of 1933, as
amended from time to time (the “Securities Act”) (or any other federal or state statutes having similar requirements as may be in
effect at that time). Further, the Company may require as a condition of transfer of any shares to the Recipient that the Recipient
furnish a written representation that he or she is holding the shares for investment and not with a view to resale or distribution to the
public. The Company either has or will file an appropriate Registration Statement on Form S-8 (or other applicable form), and has
taken or will take such actions as necessary to keep the information therein current from time to time, in order to register the
Restricted Stock under the Securities Act and shall use its commercially reasonable efforts to cause such Registration Statement to
become effective and to maintain the effectiveness of such registration.
9. Protections Against Violations of Restricted Stock Agreement. No purported sale, assignment, mortgage, hypothecation,
transfer, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien
on, any of the shares of Restricted Stock by any holder thereof in violation of the provisions of this Restricted Stock Agreement or the
Certificate of Incorporation or the By-Laws of the Company, shall be valid, and the Company will not transfer any of said shares of
Restricted Stock on its books nor will any of said shares of Restricted Stock be entitled to vote, nor will any dividends be paid
thereon, unless and until there has been full compliance with said provisions to the satisfaction of the Company. The foregoing
restrictions are in addition to and not in lieu of any other remedies, legal or equitable, available to enforce said provisions.
10. Taxes. The Recipient understands that he or she (and not the Company) shall be responsible for any tax obligation that
may arise as a result of the transactions contemplated by this Restricted Stock Agreement and shall pay to the Company the amount
determined by the Company to be such tax obligation at the time such tax obligation arises. If the Recipient fails to make such
payment, the number of shares necessary to satisfy the tax obligations shall be forfeited. The Recipient shall promptly notify the
Company of any election made pursuant to Section 83(b) of the Code.
THE RECIPIENT ACKNOWLEDGES THAT IT IS THE RECIPIENT’S SOLE RESPONSIBILITY AND NOT THE
COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, IN THE EVENT THAT THE
RECIPIENT DESIRES TO MAKE THE ELECTION.
11. Change of Control. Notwithstanding the provisions of Section 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 Recipient shall be terminated within the two year period following
the Change in Control but prior to the Vesting Date either (A) by the Company without Cause or (B) under circumstances which
entitle the Recipient to Change in Control severance benefits under an effective employment agreement between the Recipient and the
Company or the Company’s Safety Net Security Program, each share of Restricted Stock shall become fully vested and the date of
such vesting shall be deemed to be the Vesting Date hereunder. For purposes of this Section 11, “Cause” shall have the meaning set
forth in the Plan.