Health Net 2009 Annual Report Download - page 243

6.8 No Contractual Rights to Employment. Nothing in the Plan shall be interpreted as conferring any right on any employee to
remain employed by an Employer for any stated period of time or otherwise change the employee’s employment relationship with his
or her Employer from an employment at will relationship.
6.9 Severability. If a provision of the Plan shall be held illegal or invalid, the illegality or invalidity shall not affect the
remaining parts of the Plan and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included in
the Plan.
6.10 Tax Withholding; Section 409A. Any payment required under the Plan shall be subject to all requirements of the law with
regard to income and employment withholding taxes, filings, and making of reports, and each Employer and Participant shall use its
or his or her best efforts to satisfy promptly all such requirements, as applicable. For purposes of this Plan, a Participant’s
employment with an Employer will be treated as terminated upon such Participant’s “separation from service” from such Employer
(within the meaning of Section 409A of the Code). It is the intention of the Company that the provisions of the Plan not result in
taxation of Participants under Section 409A of the Code and the regulations and guidance promulgated thereunder and that the Plan
shall be construed in accordance with such intention.
6.11 Applicable Law. The Plan and all rights hereunder and all determinations made and actions taken pursuant thereto, to the
extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware
and construed in accordance therewith without giving effect to the principles of conflicts of laws.
6.12 Change in Time or Form of Payment under Code Section 409A Transition Relief. As provided in Internal Revenue Service
Notice 2007-86, notwithstanding any other provision of this Plan, with respect to an election or amendment to change a time or form
of a deferral election under this Plan made on or after January 1, 2008 and on or before December 31, 2008 (as permitted by the
Company in its discretion), the election or amendment shall apply only with respect to payments that would not otherwise be payable
in 2008, and shall not cause payments to be made in 2008 that would not otherwise be payable in 2008.
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