Health Net 2007 Annual Report Download - page 208

(x) the par value paid by the Recipient for the Common Stock issued in respect of the Restricted Stock Units and (y) the greater of the
Fair Market Value (as defined in the Plan) of the Common Stock issued in respect of the Restricted Stock Units (I) on the date of
transfer of such Common Stock or (II) on the date such competitive activity with a Competitor was commenced by the Recipient; and
“Competitor” shall refer to any health maintenance organization or insurance company that provides managed health care or related
services similar to those provided by the Company or any Subsidiary.
It is hereby further agreed that if any court of competent jurisdiction shall determine that the restrictions imposed in this
Section 4 are unreasonable (including, but not limited to, the definition of Competitor or the time period during which this provision
is applicable), the parties hereto hereby agree to any restrictions that such court would find to be reasonable under the circumstances.
The Recipient acknowledges that the services to be rendered by the Recipient to the Company are of a special and unique
character, which gives this Agreement a peculiar value to the Company, the loss of which may not be reasonably or adequately
compensated for by damages in an action at law, and that a material breach or threatened breach by the Recipient of any of the
provisions contained in this Section 4 will cause the Company irreparable injury. Recipient therefore agrees that the Company may be
entitled, in addition to the remedies set forth above in this Section 4 and any other right or remedy, to a temporary, preliminary and
permanent injunction, without the necessity of proving the inadequacy of monetary damages or the posting of any bond or security,
enjoining or restraining Recipient from any such violations or threatened violations.
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 vested. 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 vested.
6. Notices. Any notice or communication given hereunder shall be in writing and shall be given 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 mailing or
twenty-four (24) hours after transmission of a fax to the following addresses:
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.
3
To the Recipient at:
[NAME]
[ADDRESS]
To the Company at: Health Net, Inc.
21650 Oxnard Street
Woodland Hills, California 91367
Attention: General Counsel