0001193125-09-169395 Sample Contracts

FORM OF NONQUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE HEALTH NET, INC. AS AMENDED
Nonqualified Stock Option Agreement • August 10th, 2009 • Health Net Inc • Hospital & medical service plans

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”).

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FORM OF NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE HEALTH NET, INC. AS AMENDED
Nonqualified Stock Option Agreement • August 10th, 2009 • Health Net Inc • Hospital & medical service plans

This agreement (together with the Notice of Grant of Stock Options (the “Grant Notice”) attached hereto and incorporated by reference herein, the “Option Agreement”) is made as of the grant date set forth on the Grant Notice (the “Grant Date”), by and between Health Net, Inc., a Delaware corporation (the “Company”), and the participant identified on the Grant Notice, an employee of the Company or a Subsidiary of the Company (the “Optionee”).

STOCK PURCHASE AGREEMENT BY AND AMONG HEALTH NET, INC., HEALTH NET OF THE NORTHEAST, INC., OXFORD HEALTH PLANS, LLC AND UNITEDHEALTH GROUP INCORPORATED, SOLELY WITH RESPECT TO SECTION 8.16, AS GUARANTOR DATED AS OF JULY 20, 2009
Stock Purchase Agreement • August 10th, 2009 • Health Net Inc • Hospital & medical service plans • New York

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of July 20, 2009 (the “Effective Date”), is by and among Health Net, Inc., a Delaware corporation (“Parent”), Health Net of the Northeast, Inc., a Delaware corporation (“Seller”), Oxford Health Plans, LLC, a Delaware limited liability company (“Buyer”), and, solely with respect to Section 8.16, UnitedHealth Group Incorporated, a Minnesota corporation (“Guarantor”) (each a “party” and together, the “parties”).

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