EXHIBIT 10.32
AMENDMENT NUMBER
TWO
TO THE
FOUNDATION HEALTH SYSTEMS,
INC.
AMENDED AND
RESTATED
1998 STOCK OPTION
PLAN
WHEREAS , Health Net, Inc. (the “Company”)
maintains the Foundation Health Systems, Inc. Amended and Restated
1998 Stock Option Plan (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 6.2 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 second sentence thereof, which states
“If payment is to be made by delivery of Mature Shares, 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
Comp
