Health Net 2011 Annual Report Download - page 280

modification of this Performance Share Award Agreement shall not, without the consent of the Recipient, adversely affect the rights
of the Recipient under this Performance Share Award 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 Recipient, impair the
rights of the Recipient under this Performance Share Award Agreement.
14. Survival of Terms. This Performance Share Award 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 Performance Shares, this
Performance Share Award Agreement nor any other action taken pursuant to this Performance Share Award 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 Performance Share Award 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 the 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, then all Performance Shares 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 this Performance Share Award Agreement or the Performance Shares. Any interpretation, determination or other
action made or taken by the Board or the Committee regarding the Performance Shares, the Plan or this Performance Share Award
Agreement shall be final, binding and conclusive.
17. Failure to Execute Agreement. This Performance Share Award Agreement and the Performance Shares granted hereunder
are subject to the Recipient returning a counter-signed copy of this Performance Share Award 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 Performance Share Award Agreement within such period, then this Performance Share Award
Agreement and the Performance Shares granted hereunder shall automatically become null and void and shall have no further force or
effect. Electronic acceptance of this Performance Share Award Agreement shall constitute an execution of the Performance Share
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