Form of a Nonqualified Stock Option Agreement non-Employee Directors HN



 Exhibit 10.23 
  
 [DIRECTOR NAME] 
 [TYPE OF GRANT] 
  
 FORM OF 
 NONQUALIFIED STOCK OPTION AGREEMENT 
 FOR NON-EMPLOYEE DIRECTORS 
 UNDER THE HEALTH NET, INC. 
 AMENDED AND RESTATED 1998 STOCK OPTION PLAN 
  
 This agreement (the “Option Agreement”) is made as of [DATE] (the “Grant Date”), between Health Net, Inc., a Delaware
corporation (the “Company”), and [NAME], a non-employee director of the Company (the “Optionee”). 
  
 Pursuant to the Health Net, Inc. Amended and Restated 1998 Stock Option Plan (the “Plan”), the Optionee is to be granted, on the terms and
conditions set forth herein, a nonqualified stock option (the “Option”) to purchase shares of Common Stock of the Company, par value $.001 per share (the “Common Stock”). 
  
 1. Number of Shares and Option Price. The Option is to purchase
[NUMBER OF SHARES] shares of Common Stock (the “Option Shares”) at a price of [GRANT PRICE] per share (the “Option Price”), which is equal to the Fair Market Value (as defined in the Plan) of an Option Share as of
the Grant Date. 
  
 2. Exercise of Option. The Option shall
become exercisable on the date one year after the Grant Date to the extent of 33 1/3 % of the Option Shares covered by the Option, and shall become exercisable on each subsequent anniversary of the Grant Date to the extent of an additional 33 1/3 %
of the Option Shares covered by the Option until the Option becomes fully exercisable. The Option may be exercised only to purchase whole shares, and in no case may a fraction of a share be purchased. 
  
 3. Term of Option and Termination of Service. 
  
 (a) General Term. The term of the Option and this Option Agreement
shall commence on the date hereof. The right of the Optionee to exercise the Option with respect to any Option Shares, to purchase any such Option Shares and all other rights of the Optionee with respect to any such Option Shares shall terminate on
the tenth anniversary of the Grant Date, unless the Option has been earlier terminated as provided in paragraphs (b) through (e) below. 
  
 (b) Death of the Optionee. If the Optionee shall die prior to the exercise of the Option, then: 
  
 (i) if the Optionee dies while serving as a member of the
board of directors of the Company (a “Director”), then the Option (subject to clause (iv) 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;

  
 (ii) if the Optionee’s service as a
Director was terminated due to Permanent and Total Disability (as defined in Section 22(e)(3) of the Internal Revenue Code of 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 

  

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(iv) 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; 
  
 (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 (iv) 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; and 
  
 (iv) the exercise of the Option after the termination of service of the Optionee as a Director for any
reason is subject to the following: (a) the Option may be exercised after its expiration date; and (b) the Option may be exercised by the Optionee only to the extent the Option was exercisable at the time of such termination. 
  
 (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 (b)(iv) above) 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. Notwithstanding Section 6.9(b) of the Plan, 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 6.8 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 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 (a)(iv) above) 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 (b)(iv) above) held by the Optionee may be exercised at any time within one month after the Optionee’s termination of service as a Director. 
  
 4. Notices. Any notice required or permitted under the Plan shall be
deemed given when delivered personally, or when deposited in a United States Post Office, postage prepaid, addressed, as appropriate, to the Optionee either at the last known address set forth in the records of the Company or such other address as
the Optionee may designate in writing to the Company. 
  

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 5. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any
provision of this Option Agreement or the Plan shall in no way be construed to be a waiver of such provision or of any other provision hereof or thereof. 
  
 6. Incorporation of Plan; Entire Agreement. The Plan is hereby incorporated by reference and made a part hereof, and the Option and this Option
Agreement are subject to all terms and conditions of the Plan. This Option Agreement and the Plan, taken together, constitute the entire agreement between the parties relating to or effecting the Option, and no promises, terms, conditions or
obligations other than those contained in this Option Agreement or the Plan shall be valid or binding. Any prior agreements, statements or promises, either oral or written, made by any party or agent of any party relating to or effecting the Option
that are not contained in the Option Agreement or the Plan are of no force or effect. 
  
 7. Rights of Stockholder. The Optionee shall have no rights as a stockholder with respect to any Option Shares unless and until certificates of shares of Common Stock are issued to the Optionee. 
  
 8. Change of Control. Section 6.8 of the Plan provides for the
acceleration of exercisability of Options in the event of a Change in Control, as such term is defined in the Plan. The Optionee hereby acknowledges that the Compensation and Stock Option Committee of the Board of Directors retains the right to
determine whether the acceleration of exercisability provided for in said Section 6.8 shall have occurred with respect to the Option (notwithstanding the provisions of such Section 6.8) in those instances (unless otherwise determined by the Board)
in which (A) the holders of the Common Stock of the Company immediately prior to a Consummated Transaction or Control Purchase (each as defined in the Plan) own more than 50% of the voting common stock of the surviving corporation immediately after
such Consummated Transaction or Control Purchase, (B) the holders of Common Stock of the Company immediately prior to a Consummated Transaction or Control Purchase own more than 50% of the total equity of the surviving corporation immediately after
such Consummated Transaction or Control Purchase, (C) the Consummated Transaction or Control Purchase does not result in a Board Change (as defined in the Plan) and (D) the Consummated Transaction or Control Purchase does not result in a substantial
change in the executive officers of the Company. 
  
 9. Rights
of Removal. Nothing in the Plan or in this Option Agreement shall confer upon the Optionee the right to continue as a director of the Company or affect any right which the stockholders of the Company may have to remove the Optionee as a director
of the Company. 
  
 10. Amendment. The Plan may be
terminated or amended pursuant to its terms at any time; provided, however, that the termination or any modification or amendment of the Plan shall not, without the consent of the Optionee, affect the rights of the Optionee under this Option
Agreement. 
  
 11. Compliance with Applicable Law. The
Option is subject to the condition that if the listing, registration or qualification of the shares subject to the Option upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other
action, is necessary or desirable as a condition of, or in connection with, the purchase or delivery of shares hereunder, the Option may not be exercised, in whole or in part, unless such listing, registration, qualification, consent or approval
shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent or approval. 
  
 12. Tax Payments. The Optionee shall be responsible for all the taxes
associated with an exercise of the Option and subsequent sale of the Option Shares. No taxes on the income from the 

  

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exercise of the Option and sale of the Option Shares will be deducted or withheld by the Company. In compliance with the Internal Revenue Code, the Company
will issue a Form 1099-Misc during January of each year to report all non-employee compensation earned during the preceding calendar year, including income from the exercise of the Option and sale of the Option Shares. This Form 1099-Misc can be
used to calculate the applicable federal and state income taxes. 
  
 IN WITNESS WHEREOF, the parties hereto have executed this Option Agreement as of the date and year set forth above. 
  

			
	HEALTH NET, INC.
		
	By:	 	 
	Name:	 	 
	Title:	 	 
	
	The undersigned hereby accepts and agrees to all the terms and provisions of the foregoing Option Agreement and to all the terms and provisions of the Health Net, Inc. Amended and
Restated 1998 Stock Option Plan herein incorporated by reference.



			
	  

	 	Optionee
	Signature of Optionee


  
  
  
  
  
  
  

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