Health Net 2011 Annual Report Download - page 270

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 4 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 4 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.
4A. 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 Unit Agreement to the contrary, any Restricted Stock Units granted hereunder shall be subject to the terms and
conditions of the Compensation Recovery Policy.
5. No Rights as a Stockholder. The Recipient shall not be entitled to dividends, if any, that are paid with respect to the shares of
Common Stock unless and until the Restricted Stock Units have vested. Recipient shall also not have the right to vote any shares
subject to the Restricted Stock Units unless and until the Restricted Stock Units shall have vested.
6. 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 only upon receipt.
7. 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 Com
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To the Reci
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notice is to be delivered.
To the Com
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at: Health Net, Inc.
21650 Oxnard Street
Woodland Hills, California 91367
Attention: General Counsel