Health Net 2011 Annual Report Download - page 272

14. Survival of Terms. This Restricted Stock Unit 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.
15. Agreement Not a Contract for Services; Rights to Terminate Employment. Neither the grant of the Restricted Stock Units,
this Restricted Stock Unit Agreement nor any other action taken pursuant to this Restricted Stock Unit 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 Unit 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 any 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 (other than as set forth in Section 10), then all Restricted Stock Units not yet vested
shall be immediately forfeited at such time.
16. 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 Units. Any interpretation, determination or other action made or taken by the Board or the
Committee regarding the Restricted Stock Units, the Plan or this Restricted Stock Unit Agreement shall be final, binding and
conclusive.
17. Failure to Execute Agreement. This Restricted Stock Unit Agreement and the Restricted Stock Units granted hereunder are
subject to the Recipient returning a counter-signed copy of this Restricted Stock Unit Agreement to the designated representative of
the Company on or before the 75 day after the Date of Grant (except as otherwise determined by the Compensation and Benefits
Committee of the Company or a subcommittee thereof in its sole discretion). In the event that the Recipient fails to so return a
counter-signed copy of this Agreement within such period, then this Restricted Stock Unit Agreement and the Restricted Stock Units
granted hereunder shall automatically become null and void and shall have no further force or effect. Electronic acceptance of this
Restricted Stock Unit Agreement shall constitute an execution of the Restricted Stock Unit Agreement by the Recipient and a return
of the counter-signed copy to the Company.
18. Section 409A. For purposes of determining whether the Recipient has experienced a termination of employment under
Section 10 hereof, the Recipient will not be treated as having terminated employment unless such termination constitutes a
“separation from service,” as defined in Treasury Regulation Section 1.409A-1(h). If, as a result of Recipient’s “separation from
service,” Recipient’s Restricted Stock Units vest pursuant to Section 10, the delivery of Common Stock in respect of such Restricted
Stock Units shall be made on such date determined by the Company within five (5) days following Recipient’s “separation from
service.” If the Recipient is a “specified employee” (as defined under the Health Net, Inc. Specified Employee Policy, or, in the
absence of such policy, within the meaning of Section 409A) with respect to the Company at the time of a “separation from service”
and the Reci
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