Health Net 2009 Annual Report Download - page 251

6.3 Satisfaction of Claims. The payment to a Participant, Beneficiary or other person of an account balance hereunder pursuant
to the terms of the Plan shall be in full satisfaction of all claims with respect to such account that such person may have against the
Company.
6.4 Nonassignability. No amount deferred under the Plan or any amount credited to an account shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment, and any attempt to transfer or
encumber the same shall be void.
6.5 Amendment of the Plan. The Committee may, in its sole discretion and without the consent of any Participant or
Beneficiary, amend the Plan at any time and in any manner by duly adopted resolutions, adopt other policies and procedures
(including amendments, policies and procedures with retroactive effect), or take any other actions, that the Committee determines are
necessary or appropriate; provided, however, that no such amendment, policies and procedures, or actions shall either (i) reduce the
amount credited to any account of any Participant immediately prior to such amendment, policies and procedures, or actions, or (ii) be
permitted which would result in taxation of Participants pursuant to Section 409A of the Code.
6.6 Termination of the Plan. The Company may, in its sole discretion, terminate the Plan without the consent of, or notification
to, any person. Termination of the Plan shall not affect the time of payment of the Participant’s Account unless the Plan is terminated
under circumstances which would permit the immediate payment to Participants of all amounts deferred under the Plan in compliance
with Treasury Regulation 1.409A-3(j)(4)(ix), in which case each Participant’s Account shall be paid out in full in a lump sum within
30 days following the date of the termination of the Plan.
6.7 Change in Control. If, following a Change in Control, as hereinafter defined, a Participant determines in good faith that the
Company has failed to comply with any of its obligations under the Plan or, if the Company or any other person takes any action to
declare the Plan void or unenforceable or institutes any litigation or other legal action designed to deny or diminish or to recover from
any Participant the benefits intended to be provided hereunder, then the Company irrevocably authorizes such Participant to retain
counsel of his or her choice at the expense of the Company to represent such Participant in connection with the initiation or defense of
any litigation or other legal action, whether by or against the Company, or any director, officer, stockholder or other person affiliated
with the Company, or any successor thereto in any jurisdiction. To the extent that any payments or reimbursements to Participants
under this Section 6.7 are deemed to constitute compensation to the Participant, such amounts shall be paid or reimbursed not later
than December 31 of the year following the year in which the expense was incurred, provided that any such payments or
reimbursements satisfy Treasury Regulation Section 1.409A-3(i)(1)(iv). For purposes of this Section, a “Change in Control” shall
mean:
(i) Consummated Transaction. Consummation of (a) any consolidation or merger of the Company in which the Company is
not the continuing or surviving corporation or pursuant to which shares of Common Stock would be converted into cash,
securities or other property, other than a Merger, or (b) any sale, lease, exchange, or other transfer (in one transaction or a series
of related transactions) of all, or substantially all, of the assets of the Company, or (c) the liquidation or dissolution of the
Company;
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