Health Net 2009 Annual Report Download - page 516

ADMINISTRATIVE SERVICES AGREEMENT
This ADMINISTRATIVE SERVICES AGREEMENT (this “Administrative Services Agreement”) is made and entered into on
December 11, 2009, 2009 (the “Effective Date”), by and among Health Net, Inc., a Delaware corporation (the “Parent”), Health Net
of the Northeast, Inc., a Delaware corporation (the “Administrator”), UnitedHealth Group Incorporated, a Minnesota corporation
(“UHG”), United HealthCare Services, Inc., a Minnesota corporation (“United”) and , a (the “Company”)
(each a “Party” and collectively the “Parties”). UHG is a Party to this Administrative Services Agreement solely for the purposes of
Section 2.4(b).
RECITALS
WHEREAS, the Company and Administrator are parties to the Stock Purchase Agreement (as defined below), which provides
for, among other things, the Company and the Administrator to enter into this Administrative Services Agreement;
WHEREAS, the Company has determined that it will wind down its businesses and exit the market in which the Business
operates as soon as practicable after the Effective Date;
WHEREAS, the Company wishes to appoint the Administrator to provide certain administrative services with respect to the
Business and the Administered Contracts during the period between the Effective Date and the wind down of the Company, and the
Administrator desires to provide such administrative services; and
WHEREAS, this Administrative Services Agreement, duly executed by the Parties, must be delivered at the closing of the
transactions contemplated by the Stock Purchase Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual benefits to be received by the Parties and the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
ARTICLE I.
DEFINITIONS
Capitalized terms used in this Administrative Services Agreement but not defined herein, unless otherwise indicated, have the
respective meanings assigned to them in the Business Transition Agreement, as applicable.