Health Net 2011 Annual Report Download - page 265

12. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of this Restricted
Stock Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.
13. Governing Law. This Restricted Stock Agreement shall be governed by and construed according to the laws of the
State of Delaware without regard to its principles of conflict of laws.
14. Amendments. This Restricted Stock Agreement may be amended or modified at any time by the Committee; provided,
however, that the amendment or modification of this Restricted Stock Agreement shall not, without the consent of the Recipient,
adversely affect the rights of the Recipient under this Restricted Stock 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
Recipient, impair the rights of the Recipient under this Restricted Stock Agreement.
15. Survival of Terms. This Restricted Stock Agreement shall apply to and bind the Recipient and the Company and their
respective permitted assignees and transferees, heirs, legatees, executors, administrators and legal successors.
16. Agreement Not a Contract for Services; Rights to Terminate Employment. Neither the grant of the Restricted Stock,
this Restricted Stock Agreement nor any other action taken pursuant to this Restricted Stock Agreement shall constitute or be
evidence of any agreement or understanding, express or implied, that the Recipient has a right to continue to provide services as an
officer, director, employee or consultant of the Company and/or the Employer for any period of time or at any specific rate of
compensation. Nothing in the Plan or in this Restricted Stock Agreement shall confer upon the Recipient 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 Recipient. The
Recipient specifically acknowledges that the Employer intends to review the Recipient’s performance from time to time, and that the
Company and/or the Employer has the right to terminate the Recipient’s employment at any time, including a time in close proximity
to the Vesting Date, for any reason, with or without cause. The Recipient acknowledges that upon his or her termination of
employment with an Employer 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 is set forth in Section 3 of this Restricted Stock Agreement.
17. Decisions of Board or Committee. The Board or the Committee shall have the right to resolve all questions which may
arise in connection with the Restricted Stock. Any interpretation, determination or other action made or taken by the Board or the
Committee regarding the Restricted Stock, the Plan or this Restricted Stock Agreement shall be final, binding and conclusive.
18. Failure to Execute Agreement. This Restricted Stock Agreement and the Restricted Stock granted hereunder are subject
to the Recipient returning a counter-signed copy of this Restricted Stock Agreement to the designated representative of the Company
on or before the 75 da
y
after the Date of Grant (exce
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