Health Net 2011 Annual Report Download - page 298

For purposes of this Trust Agreement, a Change in Control shall mean any of the following events:
(a) Approved Transaction. An action of the Board (or if approval of the Board is not required as a matter of
law, the stockholders of HNI) approving: (a) any consolidation or merger of HNI in which HNI is not to be the
continuing or surviving corporation or pursuant to which shares of Common Stock are to be converted into cash,
securities or other property, other than a merger of HNI in which the holders of Common Stock, immediately prior
to the merger have the same proportionate ownership of common stock of the surviving or resulting parent
corporation immediately after the merger, or (b) any sale, lease, exchange, or other transfer (in one transaction or a
series of related transactions) of all, or substantially all, of the assets of HNI, or (c) the adoption of any plan or
proposal for the liquidation or dissolution of HNI;
(b) Control Purchase. The purchase by any person (as such term is defined in Sections 13(d)(3) and 14(d)(2) o
f
the Exchange Act), corporation or other entity (other than the Employer or any employee benefit plan sponsored by
an Employer) of any Common Stock (or securities convertible into Common Stock) for cash, securities or any other
consideration pursuant to a tender offer or exchange offer, without the prior consent of the Board and, after such
purchase, such person shall be the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of HNI representing twenty percent (20%) or more of the combined voting
power of the then outstanding securities of HNI ordinarily (and apart from rights accruing under special
circumstances) having the right to vote in the election of directors (calculated as provided in Section (d) of such
Rule 13d-3 in the case of rights to acquire HNI’s securities);
(c) Board Change. A change in the composition of the Board during any period of two consecutive years, such
that individuals who at the beginning of such period constitute the entire Board shall cease for any reason to
constitute a majority thereof unless the election, or the nomination for election by HNI’s stockholders, of each new
director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the
beginning of the period; or
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