Health Net 2011 Annual Report Download - page 271

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 Common 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.
8. Protections Against Violations of Restricted Stock Unit Agreement. This Restricted Stock Unit Agreement is not transferable,
other than by will or pursuant to the laws of descent and distribution.
9. 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 Unit 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. Such tax obligation shall be satisfied
through the withholding of shares by the Company or such other manner as determined by the Company in its sole discretion. If the
Recipient fails to make such payment, the number of shares necessary to satisfy the tax obligations shall be forfeited.
10. 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 under the Company’s Safety Net Security Program, each Restricted Stock Unit shall become fully vested upon such
termination and the date of such vesting shall be deemed to be the Vesting Date hereunder. For purposes of this Section 10, “Cause”
shall have the meaning set forth in the Plan.
11. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of this Restricted Stock
Unit Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.
12. Governing Law. This Restricted Stock Unit 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.
13. Amendments. This Restricted Stock Unit Agreement may be amended or modified at any time by the Committee; provided,
however, that the amendment or modification of this Restricted Stock Unit Agreement shall not, without the consent of the Recipient,
adversely affect the rights of the Recipient under this Restricted Stock Unit 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 Reci
p
ient, im
p
air the ri
g
hts of the Reci
p
ient under this Restricted Stock Unit A
g
reement.