Health Net 2009 Annual Report Download - page 223

the legatee(s) or personal representative of the Optionee any time during the remainder of the period during which the
Optionee would have been able to exercise the Option pursuant to subsection (c) below had the Optionee not died;
(iii) if the Optionee dies within three months after termination of employment by the Employer without Cause, as
determined pursuant to Subsection 3(g), and clause (ii) is not applicable, then the Option (subject to subsection (g) below)
may be exercised by the legatee(s) or personal representative of the Optionee at any time within one year after the
Optionee’s death.
(c) Disability. If the Optionee’s employment with the Employer shall terminate prior to the exercise of the Option as a
result of a Disability, then the Option (subject to subsection (g) below) may be exercised by the Optionee (or his or her personal
representative) at any time within one year after the Optionee’s termination of employment.
(d) Termination by the Employer for Cause. If the Optionee’s employment with the Employer shall be terminated by the
Employer prior to the exercise of the Option for Cause then the Option shall immediately terminate and shall immediately cease to be
exercisable and shall be forfeited to the Company. For purposes of this Option Agreement, “Cause” shall have the meaning set forth
in Section [INSERT SECTION NUMBER] of the Plan.
(e) Termination by the Employer Without Cause. If prior to the exercise of the Option, the Optionee’s employment with
the Employer shall be terminated by the Employer without Cause, then the Option (subject to subsection (g) below) held by the
Optionee may be exercised at any time within three months after the Optionee’s termination of employment. For purposes of this
Option Agreement, if a Subsidiary by which the Optionee is employed ceases to be a Subsidiary, whether through a sale by the
Company of all or a portion of the stock or assets of such Subsidiary, a merger or otherwise (a “Subsidiary Transaction”), the
Optionee’s employment with the Employer shall be deemed to have been terminated by the Employer without Cause as of the
effective date of such Subsidiary Transaction.
(f) Termination for Other Reason. If prior to the exercise of the Option, the Optionee’s employment with the Employer
shall be terminated for any reason other than as set forth in paragraphs (b) through (e) above, then the Option (subject to subsection
(g) below) held by the Optionee may be exercised at any time within one month after the Optionee’s termination of employment.
(g) Post-Termination exercisability. Notwithstanding any other provision of this Section 3 to the contrary, following
termination of employment of the Optionee for any reason: (i) the Option shall be exercisable during any of the post-employment
periods described in subparagraphs (b) through (f) of this Section 3 if and only to the extent the Option was exercisable (i.e., vested)
at the time of such termination of employment and (ii) no portion of the Option shall be exercisable following the seventh anniversary
of the Grant Date.
4. Employment/Association with Company Competitor. The Optionee hereby agrees that, during (i) the six-month period
following a termination of the Optionee’s employment with an Employer that entitles the Optionee to receive severance benefits
under an agreement with or the policy of the Company or (ii) the twelve-month period following a termination of the Optionee’s
employment with an Employer that does not entitle the Optionee to receive such severance benefits (the period referred to in either
clause (i) or (ii), the “Noncompetition Period”), the Optionee shall not undertake any employment or activity (including, but not
limited to, consulting services) with a Competitor (as defined below), where the loyal and complete fulfillment of the duties of the
competitive employment or activity would call upon the Optionee to reveal, to make judgments on or otherwise use any confidential
business