Health Net 2009 Annual Report Download - page 250

V. ADMINISTRATION
5.1 Administration. The Plan shall be administered by the Committee, which shall have full power and authority to interpret,
construe and administer the Plan in accordance with the provisions herein set forth, except to the extent the Plan specifically provides
that the Company shall carry out certain administrative duties. The Committee’s interpretation and construction hereof, and actions
hereunder, or the amount or recipient of the payments to be made herefrom, shall be binding and conclusive on all persons for all
purposes. The Committee and the Company may delegate to any committee, individual or entity any of their respective powers or
duties hereunder.
5.2 Indemnification. No officer or employee of the Company shall be liable to any person for any action taken or omitted in
connection with the interpretation and administration of the Plan unless attributable to his or her own willful misconduct or lack of
good faith, and the Company shall indemnify and hold harmless such officers and employees from and against all claims, losses,
damages, causes of action and expenses, including reasonable attorney fees and court costs, incurred in connection with such
interpretation and administration of the Plan. The expenses of administering the Plan shall be paid by the Company and shall not be
charged against any Participant’s account(s).
5.3 Claims Procedure. The Company (i) shall provide notice in writing to any Participant or Beneficiary whose claim for
benefits under the Plan has been denied, setting forth the specific reasons for such denial and written in a manner calculated to be
understood by such Participant or Beneficiary and (ii) shall afford a reasonable opportunity to any Participant or Beneficiary whose
claim for benefits has been denied for a full and fair review by the Committee of the decision denying the claim.
VI. MISCELLANEOUS
6.1 Unfunded Status and Application of ERISA. The Plan is an unfunded plan. In order to meet the deferred obligations
hereunder, the Company may, but shall not be required to, establish a grantor trust and transfer thereto an amount necessary to
provide payments equal to the aggregate balances of the Participants’ accounts. In the event that the Company transfers any amounts
to a grantor trust to provide payments hereunder, such amounts, and all income attributable to such amounts, shall be subject to the
claims of the Company’s general creditors. The Company’s obligations hereunder shall constitute general, unsecured obligations,
payable solely out of its general assets, and no Participant or Beneficiary shall have any right to any specific assets. The Plan
constitutes a mere promise by the Company to make benefit payments in the future.
6.2 Limitation on Rights. Neither the establishment of the Plan nor the payment of any account hereunder shall be construed as
giving or granting any person any legal or equitable rights against the Company, the Board, the Committee, or any of their officers,
trustees, associates, or agents, other than such as are specifically conferred by the express terms of the Plan.
-7-