Health Net 2011 Annual Report Download - page 278

It is hereby further agreed that if any court of competent jurisdiction shall determine that the restrictions imposed in this
Section 4 are unreasonable (including, but not limited to, the definition of Competitor or the time period during which this provision
is applicable), the parties hereto hereby agree to any restrictions that such court would find to be reasonable under the circumstances.
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 Performance Share Award 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
Performance Share Award Agreement to the contrary, any Performance Shares 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 Performance Shares have vested and shares of Common Stock have been delivered with respect
thereto. Recipient shall also not have the right to vote any shares subject to the Performance Shares unless and until the Performance
Shares shall have vested and shares of Common Stock have been delivered with respect thereto.
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:
To the Reci
p
ient at: [NAME]
[ADDRESS]
[EMAIL ADDRESS]
To the Com
p
an
y
at: Health Net, Inc.
21650 Oxnard Street
Woodland Hills, California 91367
Attention: General Counsel