Health Net 2011 Annual Report Download - page 291

12. Governing Law. This Restricted Stock Unit Agreement shall be governed by and construed according to the laws of the State
of Delaware without regard to its principles of conflict of laws.
13. Amendments. This Restricted Stock Unit Agreement may be amended or modified at any time by the Board (or its
designee); provided, however, that the amendment or modification of this Restricted Stock Unit Agreement shall not, without the
consent of the Recipient, adversely affect the rights of the Recipient under this Restricted Stock Unit 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 Restricted Stock Unit Agreement.
14. Survival of Terms. This Restricted Stock Unit 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 of Removal. Neither the grant of the Restricted Stock Units, this Restricted
Stock Unit Agreement nor any other action taken pursuant to this Restricted Stock Unit Agreement shall constitute or be evidence of
any agreement or understanding, express or implied, that the Recipient has a right to provide or continue to provide services as an
officer, director, employee or consultant of the Company for any period of time or at any specific rate of compensation. Nothing in
the Plan or in this Restricted Stock Unit Agreement shall confer upon the Recipient the right to continue in the service of the
Company or affect any right which the stockholders of the Company may have to terminate the service of the Recipient. The
Recipient acknowledges that upon his or her termination of service with the Company for any reason, all Restricted Stock Units not
yet vested shall be immediately forfeited at such time (other than as set forth in Sections 3 and 10).
16. Decisions of Board. The Board shall have the right to resolve all questions which may arise in connection with the Restricted
Stock Units. Any interpretation, determination or other action made or taken by the Board regarding the Restricted Stock Units, the
Plan or this Restricted Stock Unit Agreement shall be final, binding and conclusive.
17. Failure to Execute Agreement. This Restricted Stock Unit Agreement and the Restricted Stock Units granted hereunder are
subject to the Recipient returning a counter-signed copy of this Restricted Stock Unit 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 Committee of
the Board or a subcommittee thereof in its sole discretion). In the event that the Recipient fails to so return a counter-signed copy of
this Agreement within such period, then this Restricted Stock Unit Agreement and the Restricted Stock Units granted hereunder shall
automatically become null and void and shall have no further force or effect. Electronic acceptance of this Restricted Stock Unit
Agreement shall constitute an execution of the Restricted Stock Unit Agreement by the Recipient and a return of the counter-signed
copy to the Company for purposes of this Section 17.
18. Code Section 409A. Notwithstanding anything to the contrary in this Restricted Stock Unit Agreement, to the extent the
Restricted Stock Units are intended to provide for any deferral of compensation subject to Code Section 409A, such Restricted Stock
Units are
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