Health Net 2009 Annual Report Download - page 225

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.
6. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of this Option
Agreement or the Plan shall in no way be construed to be a waiver of such provision or of any other provision hereof.
7. Incorporation of Plan; Entire Agreement. The Plan is hereby incorporated by reference and made a part hereof, and the
Option and this Option Agreement are subject to all terms and conditions of the Plan. This Option Agreement and the Plan, taken
together, constitutes the entire agreement between the parties relating to or effecting the Option, and no promises, terms, conditions or
obligations other than those contained in this Option Agreement or the Plan shall be valid or binding. Any prior agreements,
statements or promises, either oral or written, made by any party or agent of any party relating to or effecting the Option that are not
contained in the Option Agreement or the Plan are of no force or effect.
8. Rights of a Stockholder. The Optionee shall have no rights as a stockholder with respect to any Option Shares unless and
until certificates for shares of Common Stock are issued to the Optionee.
9. Change of Control. Notwithstanding the provisions of Section 2 and 3 hereof, in the event that (i) there shall occur a
Change in Control (as defined in the Plan) and (ii) the employment of the Optionee shall be terminated within the two year period
following the Change in Control but prior to any Vesting Date either (A) by the Company without Cause or (B) under circumstances
which entitle the Optionee to Change in Control severance benefits under an effective employment agreement between the Optionee
and the Company or the Company’s Safety Net Security Program, each Option shall become fully vested and the date of such vesting
shall be deemed to be the Vesting Date hereunder; such termination shall be treated as having occurred pursuant to Section 3(e)
hereof for purposes of determining the post-termination exercise period. For purposes of this Section 9, “Cause” shall have the
meaning set forth in the Plan.
10. Rights to Terminate Employment. Nothing in the Plan or in this Option Agreement shall confer upon the Optionee the
right to continue in the employment of an Employer or affect any right which an Employer may have to terminate the employment of
the Optionee. The Optionee specifically acknowledges that the Employer intends to review Optionee’s performance from time to
time, and that the Company and/or the Employer has the right to terminate Optionee’s employment at any time, including a time in
close proximity to a Vesting Date, for any reason, with or without Cause. The Optionee acknowledges that upon his or her
termination of employment with an Employer for any reason, the Option shall be exercisable only to the extent it is exercisable on the
effective date of the Optionee’s termination of employment and only within the period following such termination as is set forth in
this Option Agreement.
11. Transferability. The Option may not be assigned, alienated, pledged, attached, sold or otherwise transferred or
encumbered by the Optionee otherwise than by will or by the laws of
To the Company at:
Health Net, Inc.
21650 Oxnard Street
Woodland Hills, California 91367
Attention: General Counsel