Health Net 2011 Annual Report Download - page 290

or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of
address shall be effective only upon receipt.
7. Securities Laws Requirements. The Company shall not be obligated to transfer any shares of Common Stock from the Recipient
to another party, if such transfer, in the opinion of counsel for the Company, would violate the Securities Act of 1933, as amended from
time to time (the “Securities Act”) (or any other federal or state statutes having similar requirements as may be in effect at that time).
Further, the Company may require as a condition of transfer of any shares to the Recipient that the Recipient furnish a written
representation that he or she is holding the shares for investment and not with a view to resale or distribution to the public. The Company
either has or will file an appropriate Registration Statement on Form S-8 (or other applicable form), and has taken or will take such
actions as necessary to keep the information therein current from time to time, in order to register the Common Stock under the Securities
Act and shall use its commercially reasonable efforts to cause such Registration Statement to become effective and to maintain the
effectiveness of such registration.
8. Protections Against Violations of Restricted Stock Unit Agreement. This Restricted Stock Unit Agreement is not transferable,
other than by will or pursuant to the laws of descent and distribution.
9. Taxes. The Recipient understands that he or she (and not the Company) shall be responsible for any tax obligation that may arise
as a result of the transactions contemplated by this Restricted Stock Unit Agreement. No taxes on the income from the distribution of the
Restricted Stock Units 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 with respect to the distribution of any Restricted Stock Units. This Form 1099-MISC can be used to calculate the
applicable federal and state income taxes.
10. Change of Control. Notwithstanding the provisions of Section 3 hereof, in the event that there shall occur a Change in Control,
each Restricted Stock Unit shall become fully vested and nonforfeitable upon such Change in Control and the date of such vesting shall
be deemed to be the Vesting Date hereunder. The vested Restricted Stock Units shall be distributed on or within ten (10) business days
following the consummation of the 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.
11. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of this Restricted Stock Unit
A
g
reement shall in no wa
y
be construed to be a waiver of such
p
rovision or of an
y
other
p
rovision hereof.
To the Reci
p
ient at: Address on record at Health Net, Inc. as of the date
an
y
notice is to be delivered.
To the Com
p
an
y
at: Health Net, Inc.
21650 Oxnard Street
Woodland Hills, California 91367
Attention: General Counsel