Health Net 2009 Annual Report Download - page 230

1986, as amended, or any successor thereto) (hereinafter, “Permanent and Total Disability”) and the Optionee dies within one
year after termination of service, then the Option (subject to clause (g) below) may be exercised by the legatee(s) or personal
representative of the Optionee at any time during the remainder of the period during which the Optionee would have been able
to exercise the Option had the Optionee not died; and
(iii) if the Optionee dies within three months after termination of service as a Director and clause (ii) is not applicable, then
the Option (subject to clause (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) Permanent and Total Disability. If the Optionee’s service as a Director shall terminate prior to the exercise of the Option as a
result of Permanent and Total Disability, then the Option (subject to clause (g) below) may be exercised by the Optionee (or his or her
personal representative) at any time within one year after such termination of service as a Director.
(d) Removal by Stockholders for Cause. If the Optionee shall be removed from the board of directors of the Company by the
Company’s stockholders prior to the exercise of the Option for cause (for these purposes, if such termination occurs within 12 months
after a Change in Control, as defined in Section 8.9 of the Plan, removal for cause shall only mean a felony conviction for fraud,
misappropriation or embezzlement), then upon such removal the Option shall immediately terminate.
(e) Removal by Stockholders Without Cause and Expiration of Term of Office. If prior to the exercise of the Option, the
Optionee’s service as a Director shall be terminated as a result of expiration of the Director’s term of office without an accompanying
renomination or reelection of such Director, then the Option (subject to clause (g) below) shall become exercisable at the time of such
termination and may be exercised at any time within three months after the Optionee’s termination of service as a Director. If prior to
the exercise of the Option, the Optionee’s service as a Director shall be terminated as a result of (i) removal by the Company’s
stockholders without cause or (ii) the tendering of the Optionee’s resignation as a Director upon expiration of his or her term of
office, then the Option (subject to clause (g) below) may be exercised at any time within three months after the Optionee’s
termination of service as a Director.
(f) Termination for Other Reason. If prior to the exercise of the Option, the Optionee’s service as a Director shall be terminated
for any reason other than as set forth in subsections (b) through (e) above, including as a result of the tendering of the Optionee’s
resignation as a Director during his or her then current term of office, then the Option (subject to clause (g) below) held by the
Optionee may be exercised at any time within one month after the Optionee’s termination of service as a Director.
(g) Post-Termination Exercisability. Notwithstanding any other provision of this Section 3 to the contrary, following termination
of Optionee’s service as a Director for any reason: (i) the Option shall be exercisable during any of the post-termination periods
described in subparagraphs (b) through (f) of this Section 3 if and only to the extent the Option was
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