Health Net 2007 Annual Report Download - page 179

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law or regulation, federal, state or local, pertaining to any matter related to his employment with the Company, unless Executive
first cooperates in making his allegations known to the Company for the Company to take corrective action at a time and place
designated by the Company. Executive represents and warrants that he has not, to date, initiated (or caused to be initiated) any
such review, suit, action, investigation or proceeding; provided, however, that nothing in this Section 7 shall restrict Executive’s
ability to challenge the validity of any release herein of ADEA claims nor to any suit or action brought by Executive to assert
such a challenge. In addition, Executive shall, without further compensation, cooperate with and assist the Company in the
investigation of, preparation for or defense of any actual or threatened third party claim, investigation or proceeding involving
the Company or its predecessors or affiliates and arising from or relating to, in whole or in part, Executive’s employment with
the Company or its predecessors or affiliates for which the Company requests Executive’s assistance, which cooperation and
assistance shall include, but not be limited to, providing testimony and assisting in information and document gathering efforts.
In this connection, it is agreed that the Company will use its reasonable best efforts to assure that any request for such
cooperation will not unduly interfere with Executive’s other material business and personal obligations and commitments.
8. Executive agrees he will return to the Company immediately upon termination any building keys, security passes or other access
or identification cards and any Company property that was in his possession, including but not limited to any documents, credit
cards, computer equipment, mobile phones or data files. Executive agrees to clear all expense accounts and pay all amounts
owed on any corporate credit cards which the Company previously issued to Executive, subject to the Company’s obligation to
reimburse Executive for any properly reimbursable business expenses in accordance with the Company’s expense policies and
procedures then in effect.
9. Executive shall not, without the Company’s written consent by an authorized representative, at any time prior or subsequent to
the execution of this Separation Agreement and Release, disclose, use, remove or copy any confidential, trade secret or
proprietary information he acquired during the course of his employment by the Company, including without limitation, any
technical, actuarial, economic, financial, procurement, provider, customer, underwriting, contractual, managerial, marketing or
other information of any type that has economic value in the business in which the Company is engaged, but not including any
previously published information or other information generally in the public domain.
10. In addition to any other part or term of this Separation Agreement and Release or the Employment Agreement, Executive agrees
that he will not, (a) for a period of one (1) year from the date of this Agreement, irrespective of the reason for the termination,
either directly or indirectly, on his own behalf or on behalf of any other person: (1) make known to any person, firm, corporation
or other entity of any type, the names and addresses of any of the Company’s customers, enrollees or providers or any other
information pertaining to them; or (2) disrupt, solicit or influence or attempt to solicit, disrupt or influence any of the Company’s
customers, providers, vendors, agents or independent contractors with whom the Executive became acquainted during the course
of employment or service for the purpose of terminating such a person’s or entity’s