EXHIBIT 10.36
AMENDMENT NUMBER
TWO
TO THE
HEALTH NET, INC.
2005 LONG-TERM INCENTIVE
PLAN
WHEREAS , Health Net, Inc. (the “Company”)
maintains the Health Net, Inc. 2005 Long-Term Incentive Plan, as
amended (the “Plan”) for the benefit of key employees
and directors of the Company;
WHEREAS , the Company desires to amend the Plan to
permit the Company to withhold fractional shares of common stock of
the Company, par value $0.001 (“Common Stock”);
and
WHEREAS , the Board of Directors of the Company (the
“Board”) has the power to amend the Plan pursuant to
Section 8.2 thereof; and
WHEREAS , the Compensation Committee of the Board has
recommended that the Board amend the Plan as provided
below.
NOW, THEREFORE, BE IT
RESOLVED , that the Plan
is hereby amended as follows:
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1.
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Section 4.2(c) of the Plan is hereby
amended by deleting the third sentence thereof, which states
“Any fraction of a share of Common Stock which would be
required to pay such purchase price shall be disregarded and the
remaining amount due shall be paid in cash by the optionee”
and replacing it with the following sentence:
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“In the event the Company
rounds up and withholds a whole share of Common Stock in
orde
