Health Net 2011 Annual Report Download - page 276

Exhibit 10.33
FORM OF PERFORMANCE SHARE AWARD AGREEMENT
This Performance Share Award Agreement (together with the Notice of Grant of Performance Share Award (the “Grant Notice”)
attached hereto and incorporated by reference herein, the “Performance Share Award Agreement”) is made and entered into as of the
grant date set forth on the Grant Notice (the “Date of Grant”), by and between Health Net, Inc., a Delaware corporation (the
“Company”), and the recipient identified on the Grant Notice, an employee of the Company or a subsidiary of the Company (the
“Recipient”).
WHEREAS, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company has
approved the grant (the “Grant”) of a Performance Share Award, as hereinafter defined, to the Recipient as set forth below under the
Company’s 2006 Long-Term Incentive Plan, as amended from time to time (the “Plan”). Capitalized terms used but not defined
herein shall have the meanings set forth in the Plan.
NOW, THEREFORE, in consideration of the covenants and agreements herein contained and intending to be legally bound
hereby, the parties agree as follows:
1. Grant of Performance Shares. The Company hereby grants to the Recipient a Performance Share Award consisting of the
target number set forth on the Grant Notice (the “Target Award”) of rights to receive (“Performance Shares”), upon vesting, a share
of the Common Stock, par value $.001 per share (the “Common Stock”) of the Company, subject to all of the terms and conditions of
this Performance Share Award Agreement. The actual number of shares earned by the Recipient may be less than or greater than the
Target Award, as set forth in Section 2.
2. Lapse of Restrictions. Except as otherwise provided in Section 3 or 10 hereof, the Performance Shares shall vest with respect
to a percentage of the Performance Shares (with such percentage ranging between 0% to 200% of the Target Award) on a date, which
shall be as soon as practicable following the completion of the performance period (which shall be set forth on Appendix I), upon
which the Committee makes a determination (the “Vesting Date”) whether, as of the completion of the performance period, the
performance goals set forth on Appendix I hereto have been achieved, with the extent of such vesting to be determined in the manner
set forth in such Appendix; provided, however, that in no event shall the Company deliver the vested Performance Shares to Recipient
later than March 15 following the calendar year in which such Performance Shares vest, subject to Recipient’s payment of the par
value (if any) for such Performance Shares. Upon the Vesting Date, the Recipient shall pay to the Company the par value for each
share of Common Stock delivered pursuant to this Grant in such consideration as determined by the Committee in its sole discretion.
Shares that have become vested may be evidenced by stock certificates, at the request of the Recipient, which certificates shall be
registered in the name of the Recipient and delivered to Recipient within ten (10) days of such request. If the Minimum Performance
Levels (as defined on Appendix I) have not been achieved as of the Vesting Date, the unvested Performance Shares shall be forfeited
without consideration u
p
on the Vestin
g
Date.