Health Net 2011 Annual Report Download - page 287

11. Compliance with Applicable Law. The Option is subject to the condition that if the listing, registration or qualification of the
shares subject to the Option upon any securities exchange or under any law, or the consent or approval of any governmental body, or
the taking of any other action, is necessary or desirable as a condition of, or in connection with, the purchase or delivery of shares
hereunder, the Option may not be exercised, in whole or in part, unless such listing, registration, qualification, consent or approval
shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees to use reasonable
efforts to effect or obtain any such listing, registration, qualification, consent or approval.
12. Tax Payments. The Optionee shall be responsible for all the taxes associated with an exercise of the Option and subsequent
sale of the Option Shares. No taxes on the income from the exercise of the Option and sale of the Option Shares will be deducted or
withheld by the Company. In compliance with the Internal Revenue Code, the Company will issue a Form 1099-Misc during January
of each year to report all non-employee compensation earned during the preceding calendar year, including income from the exercise
of the Option and sale of the Option Shares. This Form 1099-Misc can be used to calculate the applicable federal and state income
taxes.
13. Failure to Execute Agreement. This Option Agreement and the Option granted hereunder are subject to the Optionee
returning a counter-signed copy of this Option Agreement to the designated representative of the Company on or before the 75 day
after the Grant Date (except as otherwise determined by the Compensation Committee of the Board or a subcommittee thereof in its
sole discretion). In the event that the Optionee fails to so return a counter-signed copy of this Option Agreement within such period,
then this Option Agreement and the Option granted hereunder shall automatically become null and void and shall have no further
force or effect. Electronic acceptance of this Option Agreement shall constitute an execution of the Option Agreement by the
Optionee and a return of the counter-signed copy to the Company for purposes of this Section 13.
IN WITNESS WHEREOF, the parties hereto have executed this Option Agreement as of the date and year set forth above.
HEALTH NET, INC.
By:
Name:
Title:
The undersigned hereby accepts and agrees to all the
terms and provisions of the foregoing Option
Agreement and to all the terms and provisions of the
Health Net, Inc. 2006 Long-Term Incentive Plan, as
amended, and as herein incor
p
orated b
y
reference.
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