Health Net 2009 Annual Report Download - page 208

hereunder. Failure of the Company to obtain such assumption prior to the effectiveness of any such merger, consolidation or transfer
of assets shall entitle Executive to compensation and other benefits from the Company in the same amount and on the same terms as
Executive would be entitled hereunder if Executive’s employment were Terminated without Cause. For purposes of implementing the
foregoing, the date on which any such merger, consolidation or transfer becomes effective shall be deemed the date of Termination.
C. Enforceability. This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal
representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive shall die while any
amounts would be payable to Executive hereunder had Executive continued to live, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to such person or persons appointed in writing by Executive to
receive such amounts or, if no person is so appointed, to Executive’s estate.
14. Limitation on Payments.
A. Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be
received by Executive (including any payment or benefit received in connection with a Change in Control or the termination of
Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such
payments and benefits, including the payments and benefits under Section 10 hereof, being hereinafter referred to as the “Total
Payments”) would be subject (in whole or part), to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986,
as amended (the “Code”) (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason
of Section 280G of the Code in such other plan, arrangement or agreement, the cash severance payments shall first be reduced, and
the non-cash severance payments shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments is
subject to the Excise Tax, but only if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of
federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized
deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the net amount of
such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such
Total Payments and the amount of Excise Tax to which Executive would be subject in respect of such unreduced Total Payments and
after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total
Payments). The Total Payments shall be reduced by the Company in its reasonable discretion in the following order: (A) reduction of
any cash severance payments otherwise payable to Executive that are exempt from Section 409A (as defined below), (B) reduction of
any other cash payments or benefits otherwise payable to Executive that are exempt from Section 409A, but excluding any payments
attributable to the acceleration of vesting or payments with respect to any stock option or other equity award with respect to the
Company’s Common Stock that are exempt from Section 409A, (C) reduction of any other payments or benefits otherwise payable to
Executive on a pro-rata basis or such other manner that complies with Section 409A, but excluding any payments attributable to the
acceleration of vesting and payments with respect to any stock option or other equity award with respect to the Company’s Common
Stock that are exempt from Section 409A, and (D) reduction of any payments attributable to the acceleration of vesting or payments
with respect to any stock option or other equity award with respect to the Company’s Common Stock that are exempt from
Section 409A.
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