Health Net 2011 Annual Report Download - page 289

4. Distribution of Common Stoc
k
.
(a) Subject to the terms and conditions of the Plan and the Restricted Stock Unit Agreement, and subject to Sections 10 and 18
hereof, the shares of Common Stock underlying the Recipient’s vested Restricted Stock Units shall be distributed to the Recipient (or in
the event of the Recipient’s death, to his or her estate) upon the Distribution Date (as defined below).
(b) [Alternative 1 – no deferral election: Each Vesting Date shall be referred to as a “Distribution Date.”]
[Alternative 2 – with deferral election: The total number of vested Restricted Stock Units shall be distributable upon the
earliest date to occur, as follows (such date, the “Distribution Date”): (1) the date of the Recipient’s “separation from service,” as defined
in Treasury Regulation Section 1.409A-1(h); (2) a Change in Control, provided that such Change in Control constitutes a “change in the
ownership or effective control of a corporation,” as defined in Treasury Regulation Section 1.409A-3(i)(5), with respect to Health Net,
Inc.[; or (3) insert date certain if elected by Recipient].
(c) Subject to Sections 10 and 18 hereof, the shares of Common Stock underlying the Recipient’s vested Restricted Stock
Units to be distributed under this Section 4 shall be distributed in a lump sum not later than ten (10) business days following the
Distribution Date.
(d) All distributions shall be made by the Company in the form of whole shares of Common Stock (and cash in an amount
equal to the value of any fractional Restricted Stock Unit, determined based on the Fair Market Value as of the Distribution Date). Shares
that have become distributable 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) business days of such request. Upon each Distribution
Date, the Recipient shall pay to the Company the par value for each share of Common Stock delivered pursuant to this Restricted Stock
Unit Agreement in such consideration as determined by the Board or Committee in its sole discretion.
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 Restricted Stock Units have been issued and distributed to the Recipient. Recipient shall also not have
the right to vote any shares subject to the Restricted Stock Units unless and until the Restricted Stock Units shall have been issued and
distributed to the Recipient.
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
mailin
g
or twent
y
-four (24) hours after transmission of an email or a fax to the followin
g
addresses: