EX-10.2






[Name]




FORM




RESTRICTED STOCK UNIT AGREEMENT




This Restricted Stock Unit Agreement (this “Restricted Stock Unit Agreement”) is made
and entered into as of [DATE OF GRANT] (the “Date of Grant”), by and between
Health Net, Inc., a Delaware corporation (the “Company”), and [NAME] (the
"Recipient”).



WHEREAS, the Compensation Committee (the “Committee”) of the Board of Directors (the
"Board”) of the Company has approved the grant of Restricted Stock Units, as hereinafter
defined, to the Recipient as set forth below under the Company’s [NAME OF PLAN] (the
"Plan”).1 Capitalized terms used but not defined herein shall have the meanings
set forth in the Plan.



NOW, THEREFORE, in consideration of the covenants and agreements herein contained and
intending to be legally bound hereby, the parties agree as follows:



1. Grant of Restricted Stock Units. The Company hereby grants to the Recipient
[NUMBER OF UNITS] restricted stock units (the “Restricted Stock Units”), each of which
represent to rights to receive, upon vesting, a share of the Common Stock, par value $.001 per
share (the “Common Stock”) of the Company, subject to all of the terms and conditions of
this Restricted Stock Unit Agreement.



2. Lapse of Restrictions. Except as otherwise provided in Section 3 hereof, the
Restricted Stock Units shall vest with respect to all of the Restricted Stock Units on the
[NUMBER] anniversary of the Grant Date (the “Vesting Date”). Upon the Vesting
Date, the Recipient shall pay to the Company the par value in cash for each share of Common Stock
delivered pursuant to this grant. Shares that have become vested may be evidenced by stock
certificates, at the request of the Recipient, which certificates shall be registered in the name
of the Recipient and delivered to Recipient within ten (10) days of such request.



3. Termination of Employment.



(a) Except as otherwise set forth in Section 10, if prior to the Vesting Date, the Recipient’s
employment with the Company is terminated by either the Recipient or the Company for any reason (a
"Termination Event”) other than Retirement (as defined below), then all of the Restricted
Stock Units shall be immediately forfeited at such time. If the Recipient’s employment with the
Company is terminated prior to the Vesting Date due to Retirement, then a portion of the Restricted
Stock Units not yet vested shall vest immediately, which portion shall equal the total number of
Restricted Stock Units multiplied by a fraction, the numerator of which is the number of full years
which have elapsed from the Date of Grant to the date of Retirement and the denominator of which is
the number of full years in the vesting period. For purposes hereof “Retirement” shall mean the
Recipient’s voluntary termination of employment at or after the date upon which the Recipient has
attained both age 55 and 10 years of continuous service with the Company.



(b) If the Recipient violates the terms of Section 4 of this Agreement (a “Breach
Event”), in addition to being subject to all remedies in law or equity that the Company may
assert, then at any time thereafter the Company, in its sole and absolute discretion, may, with
respect to any Common Stock attributable to a Restricted Stock Unit Stock that has vested within
six (6) months of the Recipient’s termination of employment: (i) to the extent that the Common
Stock is beneficially owned by the Recipient, reacquire from the Recipient, in return for an amount
equal to the par value of the Common Stock which was paid by the Recipient to the Company as
described in Section 2 above, any or all of the shares of such Common Stock; and (ii) to the extent
that the Common Stock has been sold, assigned or otherwise transferred by the Recipient, recover
from the Recipient an amount equal to the Gain Realized (as defined in Section 4 below) from such
sale, assignment or transfer.



(c) Upon the occurrence of a Breach Event, the Company may elect to purchase all or any
portion of the Common Stock pursuant to this Section 3 by delivery of written notice (the
"Repurchase Notice”) to the Recipient within ninety (90) days after the occurrence of such
Breach Event.



4. Employment/Association with Company Competitor. The Recipient hereby agrees that,
during (i) the six-month period following a termination of the Recipient’s employment with an
Employer that entitles the Recipient to receive severance benefits under an agreement with or the
policy of the Company or (ii) the twelve-month period following a termination of the Recipient’s
employment with an Employer that does not entitle the Recipient to receive such severance benefits
(the period referred to in either clause (i) or (ii), the “Noncompetition Period”), the
Recipient shall not undertake any employment or activity (including, but not limited to, consulting
services) with a Competitor (as defined below), where the loyal and complete fulfillment of the
duties of the competitive employment or activity would call upon the Recipient to reveal, to make
judgments on or otherwise use any confidential business information or trade secrets of the
business of the Company or any Subsidiary to which the Recipient had access during the Recipient’s
employment with the Employer. In addition, the Recipient agrees that, during the Noncompetition
Period applicable to the Recipient following termination of employment with the Employer, the
Recipient shall not, directly or indirectly, solicit, interfere with, hire, offer to hire or induce
any person, who is or was an employee of the Company or any of its Subsidiaries during the 12 month
period prior to the date of such termination of employment, to discontinue his or her relationship
with the Company or any of its Subsidiaries or to accept employment by, or enter into a business
relationship with, the Recipient or any other entity or person. In the event that the Recipient
breaches the covenants set forth in this first paragraph of Section 4, it shall be considered a
Breach Event under Section 3 above.



For purposes of this Section 4: “Gain Realized” shall equal the difference between (x)
the par value paid by the Recipient for the Common Stock issued in respect of the Restricted Stock
Units and (y) the greater of the Fair Market Value (as defined in the Plan) of the Common Stock
issued in respect of the Restricted Stock Units (I) on the date of transfer of such Common Stock or
(II) on the date such competitive activity with a Competitor was commenced by the Recipient; and
"Competitor” shall refer to any health maintenance organization or insurance company that
provides managed health care or related services similar to those provided by the Company or any
Subsidiary.



It is hereby further agreed that if any court of competent jurisdiction shall determine that
the restrictions imposed in this Section 4 are unreasonable (including, but not limited to, the
definition of Competitor or the time period during which this provision is applicable), the parties
hereto hereby agree to any restrictions that such court would find to be reasonable under the
circumstances.



The Recipient acknowledges that the services to be rendered by the Recipient to the Company
are of a special and unique character, which gives this Agreement a peculiar value to the Company,
the loss of which may not be reasonably or adequately compensated for by damages in an action at
law, and that a material breach or threatened breach by the Recipient of any of the provisions
contained in this Section 4 will cause the Company irreparable injury. Recipient therefore agrees
that the Company may be entitled, in addition to the remedies set forth above in this Section 4 and
any other right or remedy, to a temporary, preliminary and permanent injunction, without the
necessity of proving the inadequacy of monetary damages or the posting of any bond or security,
enjoining or restraining Recipient from any such violations or threatened violations.



5. No Rights as a Stockholder. The Recipient shall not be entitled to dividends, if
any, that are paid with respect to the shares of Common Stock unless and until the Restricted Stock
Units have vested. Recipient shall also not have the right to vote any shares subject to the
Restricted Stock Units unless and until the Restricted Stock Units shall have vested.



6. Notices. Any notice or communication given hereunder shall be in writing and shall
be given by fax or first class mail, certified or registered with return receipt requested, and
shall be deemed to have been duly given three (3) days after mailing or twenty-four (24) hours
after transmission of a fax to the following addresses:



	 	 	 
	To the Recipient at:	 	[NAME]
	 	 	[ADDRESS]
	To the Company at:

	 	Health Net, Inc.

21650 Oxnard Street

Woodland Hills, California 91367

Attention: General Counsel






or to such other address as any party may have furnished to the other in writing in accordance
herewith, except that notices of change of address shall be effective only upon receipt.



7. Securities Laws Requirements. The Company shall not be obligated to transfer any
shares of Common Stock from the Recipient to another party, if such transfer, in the opinion of
counsel for the Company, would violate the Securities Act of 1933, as amended from time to time
(the “Securities Act”) (or any other federal or state statutes having similar requirements
as may be in effect at that time). Further, the Company may require as a condition of transfer of
any shares to the Recipient that the Recipient furnish a written representation that he or she is
holding the shares for investment and not with a view to resale or distribution to the public. The
Company either has or will file an appropriate Registration Statement on Form S-8 (or other
applicable form), and has taken or will take such actions as necessary to keep the information
therein current from time to time, in order to register the Common Stock under the Securities Act
and shall use its commercially reasonable efforts to cause such Registration Statement to become
effective and to maintain the effectiveness of such registration.



8. Protections Against Violations of Restricted Stock Unit Agreement. This Restricted
Stock Unit Agreement is not transferable, other than by will or pursuant to the laws of descent and
distribution.



9. Taxes. The Recipient understands that he or she (and not the Company) shall be
responsible for any tax obligation that may arise as a result of the transactions contemplated by
this Restricted Stock Unit Agreement and shall pay to the Company the amount determined by the
Company to be such tax obligation at the time such tax obligation arises. If the Recipient fails
to make such payment, the number of shares necessary to satisfy the tax obligations shall be
forfeited.



10. Change of Control. Notwithstanding the provisions of Section 3 hereof, in the
event that (i) there shall occur a Change in Control (as defined in the Plan) and (ii) the
employment of the Recipient shall be terminated within the two year period following the Change in
Control but prior to the Vesting Date either (A) by the Company without Cause or (B) under
circumstances which entitle the Recipient to Change in Control severance benefits under an
effective employment agreement between the Recipient and the Company or under the Company’s Safety
Net Security Program, each Restricted Stock Unit shall become fully vested and the date of such
vesting shall be deemed to be the Vesting Date hereunder. For purposes of this Section 10, “Cause”
shall have the meaning set forth in the Plan. Notwithstanding anything in the Plan or this
Restricted Stock Unit Agreement to the contrary, there shall be no acceleration of the vesting of
the Restricted Stock Units if such accelerated vesting would cause the Restricted Stock Units to
fail to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as
amended.



11. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any
time any provision of this Restricted Stock Unit Agreement shall in no way be construed to be a
waiver of such provision or of any other provision hereof.



12. Governing Law. This Restricted Stock Unit Agreement shall be governed by and
construed according to the laws of the State of Delaware without regard to its principles of
conflict of laws.



13. Amendments. This Restricted Stock Unit Agreement may be amended or modified at
any time only by an instrument in writing signed by each of the parties hereto, and approved by the
Committee. The Board may terminate or amend the Plan at any time; provided, however, that the
termination or any modification or amendment of the Plan shall not, without the consent of the
Recipient, affect the rights of the Recipient under this Restricted Stock Unit Agreement.



14. Survival of Terms. This Restricted Stock Unit Agreement shall apply to and bind
the Recipient and the Company and their respective permitted assignees and transferees, heirs,
legatees, executors, administrators and legal successors.



15. Agreement Not a Contract for Services; Rights to Terminate Employment. Neither
the grant of the Restricted Stock Units, this Restricted Stock Unit Agreement nor any other action
taken pursuant to this Restricted Stock Unit Agreement shall constitute or be evidence of any
agreement or understanding, express or implied, that the Recipient has a right to continue to
provide services as an officer, director, employee or consultant of the Company and/or the Employer
for any period of time or at any specific rate of compensation. Nothing in the Plan or in this
Restricted Stock Unit Agreement shall confer upon the Recipient the right to continue in the
employment of an Employer or affect any right which an Employer may have to terminate the
employment of the Recipient. The Recipient specifically acknowledges that the Employer intends to
review the Recipient’s performance from time to time, and that the Company and/or the Employer has
the right to terminate the Recipient’s employment at any time, including a time in close proximity
to the Vesting Date, for any reason, with or without cause. The Recipient acknowledges that upon
his or her termination of employment with an Employer for any reason (other than as set forth above
with respect to Retirement), then all Restricted Stock Units not yet vested shall be immediately
forfeited at such time.



16. Decisions of Board or Committee. The Board or the Committee shall have the right
to resolve all questions which may arise in connection with the Restricted Stock Units. Any
interpretation, determination or other action made or taken by the Board or the Committee regarding
the Restricted Stock Units, the Plan or this Restricted Stock Unit Agreement shall be final,
binding and conclusive.



17. Failure to Execute Agreement. This Restricted Stock Unit Agreement and the
Restricted Stock Units granted hereunder is subject to the Recipient returning a counter-signed
copy of this Restricted Stock Unit Agreement to the designated representative of the Company on or
before 60 days after the date of its distribution to the Recipient. In the event that the
Recipient fails to so return a counter-signed copy of this Agreement within such 60-day period,
then this Restricted Stock Unit Agreement and the Restricted Stock Units granted hereunder shall
automatically become null and void and shall have no further force or effect. Electronic
acceptance of this Restricted Stock Unit Agreement shall constitute an execution of the Restricted
Stock Unit Agreement by the Recipient and a return of the counter-signed copy to the Company.



1 Note to Draft- this form will work with either plan.



1



IN WITNESS WHEREOF, the parties hereto have executed and delivered this Restricted Stock Unit
Agreement on the day and year first above written.



Health Net, Inc.



     



Name: Jay M. Gellert



Title: President and Chief Executive Officer



THE UNDERSIGNED RECIPIENT HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT HE/SHE IS AN EMPLOYEE
AT WILL AND MAY BE TERMINATED BY THE EMPLOYER AT ANY TIME, WITH OR WITHOUT CAUSE.




The undersigned hereby accepts and agrees to all the terms
and provisions of the foregoing Restricted Stock Unit
Agreement and to all the terms and provisions of the Health
Net, Inc. [PLAN NAME], as amended to date, incorporated by
reference herein.



Recipient:



     



[NAME]




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