Form of Notice of Stock Option Grant and Stock Option Agreement



 Exhibit 10.5.2 
 EHEALTH, INC. 2006 EQUITY INCENTIVE PLAN 
 NOTICE OF STOCK OPTION GRANT 
 (INITIAL DIRECTOR GRANT) 
 You have been granted the following option to purchase shares of the
Common Stock of eHealth, Inc. (the “Company”): 
  

			
	 Name of Optionee:
	  	«Name»
		
	 Total Number of Shares:
	  	25,000
		
	 Type of Option:
	  	Nonstatutory Stock Option
		
	 Exercise Price per Share:
	  	$«PricePerShare»
		
	 Date of Grant:
	  	«DateGrant»
		
	 Vesting Commencement Date:
	  	«VestDay»
		
	 Vesting Schedule:
	  	This option becomes exercisable with respect to the first 25% of the shares subject to this option when you complete 12 months of continuous “Service” (as defined in the Plan) from the
Vesting Commencement Date above. Thereafter, this option becomes exercisable with respect to an additional 1/48th of
the shares subject to this option when you complete each month of Service. In addition, this option becomes exercisable in full if the Company is subject to a “Change in Control” (as defined in the Plan) before your Service
terminates.
		
	 Expiration Date:
	  	«ExpDate». This option expires earlier if your Service terminates earlier, as described in the Stock Option Agreement.

 You and the Company agree that this option is granted under, and governed by the terms and conditions of, the 2006
Equity Incentive Plan (the “Plan”) and the Stock Option Agreement, both of which are attached to and made a part of this document. 
 You further
agree that the Company may deliver by email all documents relating to the Plan or this option (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to
deliver to its security holders (including, without limitation, annual reports and proxy statements). You also agree that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under
contract with the Company. If the Company posts these documents on a website, it will notify you by email. 
  

					
	OPTIONEE:	  	EHEALTH, INC.
			
	  
	  	By:	 	  

			
		  	Title:	 	  









 EHEALTH, INC. 2006 EQUITY
INCENTIVE PLAN 
 STOCK OPTION AGREEMENT 
  

			
	Tax Treatment	  	This option is a nonstatutory stock option, as provided in the Notice of Stock Option Grant, and is not intended to qualify as an incentive stock option under Section 422 of the Internal
Revenue Code.
		
	Vesting	  	This option becomes exercisable in installments, as shown in the Notice of Stock Option Grant. In addition, this option becomes exercisable in full if the Company is subject to a “Change in
Control” before your Service terminates. This option will in no event become exercisable for additional shares after your Service has terminated for any reason.
		
	Term	  	This option expires in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Date of Grant, as shown in the Notice of Stock Option Grant. (It will expire earlier if your Service terminates, as described below.)
		
	Regular
Termination	  	If your Service terminates for any reason except death or “Total and Permanent Disability” (as defined in the Plan), then this option will expire at the close of business at Company
headquarters on the date three months after your termination date.
		
	Death	  	If you die before your Service terminates, then this option will expire at the close of business at Company headquarters on the date 12 months after the date of death.
		
	Disability	  	If your Service terminates because of your Total and Permanent Disability, then this option will expire at the close of business at Company headquarters on the date 12 months after your
termination date.
		
	Restrictions on Exercise	  	The Company will not permit you to exercise this option if the issuance of shares at that time would violate any applicable law or regulation, as determined by the Company.
		
	Notice of Exercise	  	 When you wish to exercise this option, you must notify the Company by filing the proper “Notice of Exercise” form at the address given on
the form. Your notice must specify how many shares you wish to purchase. Your notice must also specify how your shares should be registered. The notice will be effective when the Company receives it.
  
 If someone else wants to exercise this option after your death, that person must prove to the
Company’s satisfaction that he or she is entitled to do so.


  

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	Form of Payment	  	When you submit your notice of exercise, you must include payment of the option exercise price for the shares that you are purchasing. To the extent permitted by applicable law, payment may
be made in one (or a combination of two or more) of the following forms:
		
		  	 •   Your personal check, a cashier’s check or a money order.
  
 •   Certificates for shares of Company
stock that you own, along with any forms needed to effect a transfer of those shares to the Company. The value of the shares, determined as of the effective date of the option exercise, will be applied to the option exercise price. Instead of
surrendering shares of Company stock, you may attest to the ownership of those shares on a form provided by the Company and have the same number of shares subtracted from the option shares issued to you.
  
 •   Irrevocable directions to a
securities broker approved by the Company to sell all or part of your option shares and to deliver to the Company from the sale proceeds an amount sufficient to pay the option exercise price and any withholding taxes. (The balance of the sale
proceeds, if any, will be delivered to you.) Directions must be given by signing a special “Notice of Exercise” form provided by the Company.

		
	Withholding
Taxes and Stock Withholding	  	Typically, there will be no Company tax withholding obligations upon your exercise of this option. If there are, however, then you will not be allowed to exercise this option unless you make
arrangements acceptable to the Company to pay any withholding taxes that may be due as a result of the option exercise. With the Company’s consent, these arrangements may include withholding shares of Company stock that otherwise would be
issued to you when you exercise this option with a Fair Market Value equal to the minimum amount statutorily required to be withheld.
		
	Restrictions on
Resale	  	You agree not to sell any option shares at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply
as long as your Service continues and for such period of time after the termination of your Service as the Company may specify.

  

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	Transfer of
Option	  	 Prior to your death, only you may exercise this option. You cannot transfer or assign this option. For instance, you may not sell this option or use
it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. You may, however, dispose of this option in your will or a beneficiary designation.
  
 Regardless of any marital property settlement agreement, the Company is not obligated to honor a
notice of exercise from your former spouse, nor is the Company obligated to recognize your former spouse’s interest in your option in any other way.

		
	Stockholder
Rights	  	You, or your estate or heirs, have no rights as a stockholder of the Company until you have exercised this option by giving the required notice to the Company and paying the exercise price. No
adjustments are made for dividends or other rights if the applicable record date occurs before you exercise this option, except as described in the Plan.
		
	Adjustments	  	In the event of a stock split, a stock dividend or a similar change in Company stock, the number of shares covered by this option and the exercise price per share will be adjusted pursuant to
the Plan.
		
	Applicable Law	  	This Agreement will be interpreted and enforced under the laws of the State of California (without regard to their choice-of-law provisions).
		
	The Plan and
Other Agreements	  	 The text of the Plan is incorporated in this Agreement by reference.
  

This Agreement and the Plan constitute the entire understanding between you and the Company regarding this option. Any prior agreements, commitments or negotiations
concerning this option are superseded. This Agreement may be amended only by another written agreement between the parties.


 BY SIGNING THE COVER
SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE 
 TERMS AND CONDITIONS DESCRIBED ABOVE AND IN
THE PLAN. 
  

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