Health Net 2009 Annual Report Download - page 207

Company or any of its affiliates operate (the “Market Area”), where the loyal and complete fulfillment of the duties of the competitive
employment or activity would call upon Executive to reveal, to make judgments on or otherwise use or disclose any confidential
business information or trade secrets of the business of the Company or any of its affiliates to which Executive had access during
Executive’s employment with the Company. For purposes of this Section, “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 of its affiliates.
B. Non-Solicitation. In addition, Executive agrees that, during the applicable Restricted Period following Termination of
Executive’s employment with the Company, Executive shall not, directly or indirectly, (i) solicit, interfere with, hire, offer to hire or
induce any person, who is or was an employee of the Company or any of its affiliates at the time of such solicitation, interference,
hiring, offering to hire or inducement, to discontinue his/her relationship with the Company or any of its affiliates or to accept
employment by, or enter into a business relationship with, Executive or any other entity or person or (ii) solicit, interfere with or
otherwise contact any customer or client of the Company or any of its affiliates.
C. Modification of Restrictions. It is hereby further agreed that if any court of competent jurisdiction shall determine that
the restrictions imposed in this Section 12 are unreasonable (including, but not limited to, the definition of Market Area or 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.
D. Injunction Rights. Executive also acknowledges that the services to be rendered by Executive to the Company are of a
special and unique character, which gives this Agreement a peculiar value to the Company or any of its affiliates, 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 Executive of any of the provisions contained in this Section 12 will cause the Company or any of its affiliates irreparable injury.
Executive therefore agrees that the Company may be entitled, in addition to the remedies set forth above in this Section 12 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 Executive from any such violation or threatened
violations.
13. Successors; Binding Agreement.
A. Survival Following Merger, Consolidation or Asset Transfer. This Agreement shall not be terminated by any merger or
consolidation of the Company whereby the Company is or is not the surviving or resulting corporation or as a result of any transfer of
all or substantially all of the assets of the Company. In the event of any such merger, consolidation or transfer of assets, the provisions
of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity to which such assets are
transferred.
B. Survivor’s Assumption of Agreement. The Company agrees that concurrently with any merger, consolidation or transfer
of assets referred to in this Section 13, it will cause any successor or transferee to unconditionally assume, by written instrument
delivered to Executive (or Executive’s beneficiary or estate), all of the obligations of the Company
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