HEALTH NET INC
EXHIBIT 10.25
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<TYPE>EX-10.25
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<DESCRIPTION>EXHIBIT 10.25
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<P ALIGN="RIGHT"><FONT SIZE=2><A
NAME="ga1157_exhibit_10.25"> </A>
<A NAME="toc_ga1157_1"> </A>
<BR></FONT><FONT SIZE=2><B>Exhibit 10.25    <BR>  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="ga1157_health_net,_inc._employee_stoc__hea03258"> </A>
<A NAME="toc_ga1157_2"> </A>
<BR></FONT><FONT SIZE=2><B>HEALTH NET,&nbsp;INC.<BR>  EMPLOYEE STOCK PURCHASE PLAN<BR>  (as amended and restated effective January&nbsp;1, 2002)</B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="ga1157_i._introduction"> </A>
<A NAME="toc_ga1157_3"> </A>
<BR></FONT><FONT SIZE=2><B>I. INTRODUCTION    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The title of this Plan shall be the Health Net,&nbsp;Inc. Employee Stock Purchase Plan (the "Plan"). This Plan is an amendment and restatement of the Foundation
Health Systems,&nbsp;Inc. Employee Stock Purchase Plan which was originally effective as of September&nbsp;1, 1997, and is effective as of January&nbsp;1, 2002. This Plan was established by
Health Net,&nbsp;Inc. (formerly, Foundation Health Systems,&nbsp;Inc.) (the "Company") to encourage and facilitate the purchase of shares of common stock of the Company by eligible employees of
the Company and its subsidiaries. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="ga1157_ii._definitions"> </A>
<A NAME="toc_ga1157_4"> </A>
<BR></FONT><FONT SIZE=2><B>II. DEFINITIONS    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For
purposes of the Plan, the following capitalized terms shall have the meanings set forth in this Article. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.1&nbsp;&nbsp;"Benefits
Committee" means the committee designated by the Committee (as defined below) (or its designee) to assist in the review, administration and fiduciary
compliance of all the Company's benefit plans. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.2&nbsp;&nbsp;"Benefits
Representative" means the Human Resources Department of the Company or such other person or persons designated by the Committee to assist the Committee with
the administration of the Plan. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.3&nbsp;&nbsp;"Board"
means the Board of Directors of the Company as from time to time constituted. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.4&nbsp;&nbsp;"Committee"
means the Compensation and Stock Option Committee of the Board. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.5&nbsp;&nbsp;"Common
Stock" means the Class&nbsp;A Common Stock, par value $.001 per share, of the Company. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.6&nbsp;&nbsp;"Company"
means Health Net,&nbsp;Inc., a Delaware corporation, and any successor thereto. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.7&nbsp;&nbsp;"Compensation"
means the base compensation paid to a Participant by an Employer, including shift differentials but excluding bonuses, commissions, overtime or any other
pay outside the regular work schedule, as determined by the Committee. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.8&nbsp;&nbsp;"Effective
Date" means September&nbsp;1, 1997. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.9&nbsp;&nbsp;"Employee
Stock Purchase Account" means the account established pursuant to Section&nbsp;5(c) of the Plan to which a Participant's payroll deductions are credited. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.10&nbsp;"Employer"
means the Company and each Subsidiary, other than a Subsidiary, if any, which the Committee excludes from participation in the Plan. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.11&nbsp;"Entry
Date" means a date which is September&nbsp;1, 1997, or the first day of each subsequent month. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.12&nbsp;"Excluded
Employee" means an employee of an Employer who (i)&nbsp;is one of up to thirty-five senior officers of the Company and its Subsidiaries whose
compensation is subject to Committee approval under the by-laws of the Company or (ii)&nbsp;is scheduled to work less than 20&nbsp;hours a week. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>1</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.13&nbsp;"Fair
Market Value" means the closing price of a share of Common Stock as reported in </FONT><FONT SIZE=2><I>The Wall Street Journal</I></FONT><FONT SIZE=2> on the New
York Stock Exchange Composite Transactions list for the date as of which such value is being determined or, if there shall be no reported transaction on such date or if such date is not a trading day,
on the next immediately preceding date for which a transaction was reported or which was a trading day, </FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2> that if Fair Market Value for any date
cannot be so determined, Fair Market Value shall be determined by the Committee by whatever means or method as the Committee, in the good faith exercise of its discretion, shall at such time deem
appropriate. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.14&nbsp;"Participant"
means any employee of an Employer who meets the eligibility requirements of Article&nbsp;III and has elected to participate in the Plan as described in
such Article. An individual shall cease to be a Participant as of the date he or she terminates employment with all Employers, for whatever reason, or abandons his or her election pursuant to
Article&nbsp;VII hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.15&nbsp;"Plan"
means the Health Net,&nbsp;Inc. Employee Stock Purchase Plan herein set forth and any amendment hereto. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.16&nbsp;"Purchase
Date" means a date which is September&nbsp;30, 1997, or the last day of each subsequent month. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.17&nbsp;"Purchase
Period" means a monthly period ending on a Purchase Date. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.18&nbsp;"Purchase
Price" means, with respect to a share of Common Stock purchased on a Purchase Date, the lesser of (i)&nbsp;85&nbsp;percent of the Fair Market Value of a
share of Common Stock on the first day of the Purchase Period ending on such Purchase Date or (ii)&nbsp;85&nbsp;percent of the Fair Market Value of a share of Common Stock on such Purchase Date, </FONT> <FONT SIZE=2><I>provided</I></FONT><FONT
SIZE=2> that if such price includes a fraction of a cent, the Purchase Price shall be rounded up to the next whole cent. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.19&nbsp;"Subsidiary"
means a corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations other than the
last corporation in the unbroken chain owns stock possessing 50&nbsp;percent or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. Any
corporation that satisfies the
conditions set forth in the immediately preceding sentence after the date the Plan is adopted by the Board shall be a "Subsidiary" beginning on the date such corporation satisfies such conditions. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.20&nbsp;"Termination
Date" means the earlier of (i)&nbsp;the date as of which the Board terminates the Plan or (ii)&nbsp;the Purchase Date on which all shares available for
issuance under the Plan shall have been purchased by Participants under the Plan. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="ga1157_iii._eligibility_and_administration"> </A>
<A NAME="toc_ga1157_5"> </A>
<BR></FONT><FONT SIZE=2><B>III. ELIGIBILITY AND ADMINISTRATION    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.1</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;ELIGIBILITY AND PARTICIPATION.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;Any
employee of an Employer who is not an Excluded Employee shall be eligible to participate in the Plan as of the first Entry Date following such employee's
satisfaction of the "eligibility service requirement" (as defined below in this Section&nbsp;4(a)), or, if later, the first Entry Date following the date on which the employee's Employer adopted the
Plan. An employee shall have satisfied the eligibility service requirement on the Entry Date following his or her completion of at least 30&nbsp;days of continuous service with an Employer. For the
sole purpose of calculating days of continuous service under the Plan, employees shall be credited with service for an Employer or a Subsidiary (even though such service may have been performed prior
to (i)&nbsp;the Effective Date or (ii)&nbsp;the Company's acquisition of such Subsidiary. No eligibility provision hereof shall permit participation in the Plan in a manner contrary to the
applicable requirements of the Code and the regulations promulgated thereunder. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;At
least 15&nbsp;days (or such other period as may be prescribed by the Committee) prior to any Entry Date, an employee who is eligible to participate in the Plan
pursuant to subsection </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>2</FONT></P>

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<P><FONT SIZE=2>
(a)&nbsp;of this Section may execute and deliver to the Benefits Representative an application on the prescribed form specifying his or her chosen rate of payroll deductions, as described in
Article&nbsp;IV. Such application shall authorize the employee's Employer to reduce the employee's Compensation by the amount of any such payroll deductions. The application shall also evidence the
employee's acceptance of and agreement to all provisions of the Plan. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;If
a Participant is transferred from one Employer to another Employer, such transfer shall not terminate the Participant's participation in the Plan. Such Participant
shall continue to make payroll deductions under the Plan, </FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2> that such Participant completes any forms as the Committee may require, in the time
and manner prescribed by the Committee. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;If
an individual terminates employment with all Employers so as to discontinue participation in the Plan, and such individual is subsequently reemployed by an Employer,
such individual shall be required to satisfy the eligibility service requirement described in subsection (a)&nbsp;of this Section as if he or she were a new employee. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;Notwithstanding
anything herein to the contrary, no employee shall be entitled to participate in the Plan for a Purchase Period if such employee, on the first day of
such Purchase Period would own shares (including shares which may be purchased under the Plan during such Purchase Period) possessing five percent or more of the total combined voting power or value
of all classes of stock of the Company or any of its Subsidiaries. For purposes of the foregoing sentence, the rules of stock attribution set forth in Section&nbsp;424(d) of the Code shall apply in
determining share ownership. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.2</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;ADMINISTRATION.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Plan shall be administered by the Committee. Subject to the express provisions hereof,
the Committee shall have complete authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it and to make all other determinations necessary or advisable for
its administration. Such determinations made by the Committee shall be conclusive. No member of the Committee shall be personally liable for any decision or determination made in good faith under the
Plan. The Committee may delegate some or all of the Committee's powers and authority hereunder to the Benefits Committee of the Company and further authorizes the Benefits Committee to delegate any of
the powers and authority delegated to the Benefits Committee by the Committee to any other person the Benefits Committee in its discretion deems appropriate to carry out such delegated powers and
authority. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="ga1157_iv._participant_payroll_deductions"> </A>
<A NAME="toc_ga1157_6"> </A>
<BR></FONT><FONT SIZE=2><B>IV. PARTICIPANT PAYROLL DEDUCTIONS    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.1</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;ELECTIONS.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Each Participant may elect, in the manner described in Section&nbsp;4, to make payroll
deductions under the Plan in an amount equal to a whole dollar amount or a whole percentage, of such Participant's Compensation for each payroll period, beginning with the first pay date which occurs
on or after the Entry Date as of which such Participant commences participation in the Plan. Payroll deductions for each payroll period under the Plan shall be at least two percent of a Participant's
Compensation for such payroll period and may be limited by such maximum percentage or whole dollar amount, if any, as the Committee may designate from time to time. Once a Participant's participation
in the Plan commences, such Participant shall continue to participate in the Plan for each succeeding Purchase Period until he or she withdraws from the Plan pursuant to Article&nbsp;VII or ceases
to be an eligible employee. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.2</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;ELECTION CHANGES.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;At least 15&nbsp;days (or such other period as may be prescribed by the Committee) prior
to the first day of any Purchase Period, a Participant shall have the right to elect to increase or decrease his or her designated rate of payroll deductions under the Plan by executing and
delivering to the Benefits Representative an application on the prescribed form specifying his or her chosen rate of payroll deductions. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>3</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.3</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;ACCOUNTS.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Committee shall cause to be established a separate Employee Stock Purchase Account on behalf
of each Participant. Such Employee Stock Purchase Accounts shall be solely for accounting purposes, and there shall be no segregation of assets among the separate accounts. Such accounts shall not be
credited with interest or other investment earnings. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="ga1157_v._purchase_of_common_shares"> </A>
<A NAME="toc_ga1157_7"> </A>
<BR></FONT><FONT SIZE=2><B>V. PURCHASE OF COMMON SHARES    <BR>  </B></FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.1</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;NUMBER OF SHARES PURCHASED.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Subject to a Participant's right of abandonment described in Article&nbsp;VII,
the balance of each Participant's Employee Stock Purchase Account shall be applied on each Purchase Date to purchase the number of whole and fractional shares of Common Stock determined by dividing
the balance of such Participant's Employee Stock Purchase Account as of such date by the Purchase Price. The Participant's Employee Stock Purchase Account shall be debited accordingly. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.2</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;MAXIMUM SHARES PURCHASED.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;Notwithstanding
any provision of the Plan to the contrary, the maximum number of shares which shall be available for purchase under the Plan shall be 1,000,000 shares of
Common Stock, subject to adjustment as provided in Section&nbsp;9.2. The shares of Common Stock available under the Plan may be treasury shares, shares originally issued for such purpose or shares
purchased by the Company, as the Company may decide. In the event that the aggregate number of shares of Common Stock which all Participants elect to purchase during a Participation Period exceeds the
number of shares remaining available for issuance under the Plan, then the number of shares to which each Participant is entitled shall be determined by multiplying the number of shares available for
issuance by a fraction, the numerator of which is the number of shares which such Participant has elected to purchase and the denominator of which is the number of shares which all Participants have
elected to purchase. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;Notwithstanding
any provision contained herein to the contrary, no Participant shall be permitted to purchase shares of Common Stock in any calendar year under the Plan
and other employee stock purchase plans (within the meaning of Section&nbsp;423 of the Code) of the Company and its Subsidiaries with an aggregate fair market value (determined at the time the
options to purchase such shares are granted) in excess of $25,000, all determined in the manner provided by Section&nbsp;423 (b)&nbsp;(8) of the Code.
Any portion of the balance of a Participant's Employee Stock Purchase Account that is not applied to purchase shares of Common Stock due to the application of this subsection shall be refunded to such
Participant as soon as administratively practicable. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.3</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;TERMINATION OF EMPLOYMENT.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;If a Participant dies, terminates employment with all the Employers for any
reason or otherwise becomes an Excluded Employee, then the Participant's payroll deductions shall be suspended and the balance of the Participant's Employee Stock Purchase Account shall be applied to
purchase shares of Common Stock on the Purchase Date next occurring after the effective date of such transfer, except to the extent the Participant abandons his or her election to purchase shares of
Common Stock as described in Article&nbsp;VII. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="ga1157_vi._issuance_of_certificates"> </A>
<A NAME="toc_ga1157_8"> </A>
<BR></FONT><FONT SIZE=2><B>VI. ISSUANCE OF CERTIFICATES    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As soon as administratively practicable after each Purchase Date, the Company, in its sole discretion, shall purchase or issue shares of Common Stock and at the
election of the Company, a certificate representing the shares of Common Stock purchased by such Participant under the Plan on such date shall be issued and delivered to such Participant or a notation
of noncertificated shares shall be made on the stock records of the Company. Shares of Common Stock purchased by a Participant under the Plan shall be registered in the name of the Participant. Shares
of Common Stock purchased hereunder may not be sold, assigned, transferred, pledged, exchanged, encumbered or otherwise disposed of in any way (other than by will or the laws of descent and
distribution) for a period </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>4</FONT></P>

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<P><FONT SIZE=2>
commencing on the Purchase Date and ending one year thereafter (the "Holding Period"); </FONT><FONT SIZE=2><I>provided, however</I></FONT><FONT SIZE=2>, that the Committee or, in the event that the
Committee has delegated such power and authority to the Benefits Committee and/or the Benefits Committee has further delegated such power and authority to such other person(s) as the Benefits
Committee in its discretion deems appropriate, the Benefits Committee or its designee, in its discretion, may shorten the Holding Period or otherwise provide for the lapse of any restrictions
outstanding on any shares. All certificates issues to Participants following each Purchase Date shall bear a legend in substantially the following form: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
shares represented by this certificate may not be sold, assigned, transferred, pledged, exchanged, encumbered or otherwise disposed of in any way (other than by will or the laws of
descent and distribution) for a period commencing on [insert applicable Purchase Date] and ending one year thereafter (the "Holding Period"); provided, however, that the
committee administering the Health Net,&nbsp;Inc. Employee Stock Purchase Plan, in its discretion, may shorten the Holding Period or otherwise provide for the lapse of any restrictions outstanding
on any such shares. </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="ga1157_vii._participant_s_righ__ga102178"> </A>
<A NAME="toc_ga1157_9"> </A>
<BR></FONT><FONT SIZE=2><B>VII. PARTICIPANT'S RIGHT TO ABANDON PURCHASE OF SHARES    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At any time during a Purchase Period, but in no event later than 15&nbsp;days (or such shorter period prescribed by the Committee) prior to a Purchase Date, a
Participant may elect to abandon his or her election to purchase shares of Common Stock under the Plan. Such abandonment election shall be made on forms prescribed by the Committee and delivered to
the Benefits Representative. Upon such an election by a Participant, the amount credited to the Participant's Employee Stock Purchase Account for the current Purchase Period shall be refunded to the
Participant as soon as is administratively practicable, and such Participant's participation in the Plan shall terminate. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="ga1157_viii._suspension_on_account_of_hardship_withdrawal"> </A>
<A NAME="toc_ga1157_10"> </A>
<BR></FONT><FONT SIZE=2><B>VIII. SUSPENSION ON ACCOUNT OF HARDSHIP WITHDRAWAL    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If a Participant makes a hardship withdrawal from any plan with a cash or deferred arrangement qualified under Section&nbsp;401(k) of the Code, which plan is
sponsored, or participated in, by the Participant's Employer, such Participant shall be suspended from making payroll deductions under the Plan for a period of twelve months from the date of such
withdrawal. The balance of such Participant's Employee Stock Purchase Account shall be applied to purchase shares of Common Stock on the Purchase Date next occurring after the effective date of such
withdrawal, except to the extent the Participant abandons his or her election to purchase shares of Common Stock as described in Article&nbsp;VII. After the expiration of such twelve-month period,
the Participant may resume his or her payroll deductions in accordance with Article&nbsp;IV. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="ga1157_ix._general"> </A>
<A NAME="toc_ga1157_11"> </A>
<BR></FONT><FONT SIZE=2><B>IX. GENERAL    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.1</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;RIGHTS NOT TRANSFERABLE.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The right to purchase shares of Common Stock under the Plan shall not be
transferable by any Participant other than by will or the laws of descent and distribution, and must be exercisable, during his or her lifetime, only by the Participant. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.2</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;CHANGES IN THE COMPANY'S CAPITAL STRUCTURE.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;The
existence of the Plan shall not affect in any way the right or power of the Company or its shareholders to make or authorize any adjustment, recapitalization,
reorganization or other change in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock
that affects the shares of Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or otherwise. </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>5</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;If,
during the term of the Plan, the Company shall effect (i)&nbsp;a distribution or payment of a dividend on its Common Stock in shares of the Company, (ii)&nbsp;a
subdivision of its outstanding Common Stock by a stock split or otherwise, (iii)&nbsp;a combination of the outstanding shares of Common Stock into a smaller number of shares by a reverse stock split
or otherwise, or (iv)&nbsp;an issuance by reclassification or other reorganization of its Common Stock (other than by merger or consolidation) of any shares of the Company, then each Participant
shall be entitled to receive upon the purchase of shares of Common Stock pursuant to the Plan such shares of the Company which the Participant would have owned or would have been entitled to receive
after the happening of such event had the Participant purchased shares of Common Stock pursuant to the Plan immediately prior to the happening of such event. If any other event shall occur that, in
the judgment of the Board, necessitates adjusting the Purchase Price, the number of shares of Common Stock offered or other terms of the Plan, the Board shall take any action that in its judgment
shall be necessary to preserve each Participant's rights substantially proportionate to the rights existing prior to such event. To the extent that any event or action pursuant to this paragraph shall
entitle Participants to purchase additional shares of Common Stock or other shares of the Company, the shares available under the Plan shall be deemed to include such additional shares of Common Stock
or such other shares. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;In
the event of a merger of one or more corporations into the Company, or a consolidation of the Company and one or more corporations in which the Company shall be the
surviving corporation, each Participant in the Plan shall, at no additional cost, be entitled, upon his or her payment for all or part of the shares of Common Stock purchasable by him or her under the
Plan, to receive (subject to any required action by shareholders) in lieu of the number of shares of Common Stock which he or she was entitled to purchase, the number and class of shares of stock or
other securities to which such holder would have been entitled pursuant to the terms of the agreement of merger or consolidation if, immediately prior to such merger or consolidation, such holder had
been the holder of record of the number of shares of Common Stock equal to the number of shares paid for by the Participant. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;If
the Company is merged into or consolidated with another corporation under circumstances where the Company is not the surviving corporation, or if the Company sells or
otherwise disposes of substantially all its assets to another corporation during the term of the Plan, each holder of a right to purchase shall be entitled to receive, upon his or her payment for all
or part of the shares of Common Stock purchasable by him or her under the Plan and in lieu of such shares of Common Stock, shares of such stock or other securities as the holders of shares of Common
Stock received pursuant to the terms of the merger, consolidation or sale. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;Except
as heretofore expressly provided, the issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash
or property, or for labor or services either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible
into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock then available for purchase
under the Plan. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.3</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;SHAREHOLDER APPROVAL.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Plan was originally submitted to the stockholders of the Company for approval and
approved by the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy at the1997 annual meeting of stockholders, and originally became effective as of
September&nbsp;1,1997. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.4</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;RIGHTS OF A SHAREHOLDER.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;No Participant shall have rights or privileges of a shareholder of the Company with
respect to shares purchasable under the Plan unless and until the Participant shall become the holder of record of one or more shares of Common Stock. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>6</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.5</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;NO REPURCHASE OF COMMON STOCK BY COMPANY.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Company is not obligated to repurchase any shares of Common
Stock acquired under the Plan. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.6</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;AMENDMENT OF THE PLAN.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Board may amend the Plan as it shall deem advisable, subject to any requirement
of stockholder approval required by applicable law, rule or regulation, including Section&nbsp;423 of the Code; provided, however, that no amendment shall be made without stockholder approval if
such amendment would increase the maximum number of shares of Common Stock available under the Plan (subject to Section&nbsp;9.2). No amendment may impair the rights of a holder of an outstanding
award without the consent of such holder. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.7</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;TERMINATION OF THE PLAN.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;While it is intended that the Plan remain in effect as long as shares of Common
Stock are available for purchase under the Plan, the Board may terminate the Plan at any time in its discretion by resolutions duly adopted. Upon termination of the Plan, the Committee shall terminate
payroll deductions and shall apply the balance of each Participant's Employee Stock Purchase Account to purchase shares of Common Stock as described in Section&nbsp;6 as if such termination date
were a Purchase Date under the Plan. Notwithstanding the foregoing, in the event of the termination of the Plan, a Participant may elect, in the time and manner prescribed by the Committee, to abandon
his or her right to purchase all or a portion of the shares of Common Stock purchasable by him. As soon as administratively practicable after the termination of the Plan, the Committee shall refund to
each Participant who elects to abandon his or her right to purchase shares of Common Stock, the entire balance of in his or her Employee Stock Purchase Plan Account, or the applicable portion thereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding
any provision in the Plan to the contrary, the Plan shall automatically terminate as of the Purchase Date on which all shares available for issuance under the Plan shall
have been purchased by Participants under the Plan. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.8</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;COMPLIANCE WITH STATUTES AND REGULATIONS.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The sale and delivery of Common Stock under the Plan shall be in
compliance with relevant statutes and regulations of governmental
authorities, including state securities laws and regulations, and with the regulations of applicable stock exchanges. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.9</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;GOVERNING LAW.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Plan and all determinations made hereunder and actions taken pursuant hereto, to the
extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to
principles of conflicts of laws. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.10</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;COMPANY AS AGENT FOR THE EMPLOYERS.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Each Employer, by adopting the Plan, appoints the Company, the Board
and the Committee as its agents to exercise on its behalf all of the powers and authorities hereby conferred upon the Company, the Board and the Committee by the terms of the Plan, including, but not
by way of limitation, the power to amend and terminate the Plan. The authority of the Company, the Board and the Committee to act as such agents shall continue for as long as necessary to carry out
the purposes of the Plan. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>7</FONT></P>

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<P><br><A NAME="02WLA1156_5">QuickLinks</A><br></P><!-- TOC_BEGIN -->
<UL>
<FONT SIZE=2><A HREF="#toc_ga1157_1">Exhibit 10.25</A></FONT><BR>
</UL>
<FONT SIZE=2><A HREF="#toc_ga1157_2">HEALTH NET, INC. EMPLOYEE STOCK PURCHASE PLAN (as amended and restated effective January 1, 2002)</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_ga1157_3">I. INTRODUCTION</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_ga1157_4">II. DEFINITIONS</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_ga1157_5">III. ELIGIBILITY AND ADMINISTRATION</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_ga1157_6">IV. PARTICIPANT PAYROLL DEDUCTIONS</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_ga1157_7">V. PURCHASE OF COMMON SHARES</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_ga1157_8">VI. ISSUANCE OF CERTIFICATES</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_ga1157_9">VII. PARTICIPANT'S RIGHT TO ABANDON PURCHASE OF SHARES</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_ga1157_10">VIII. SUSPENSION ON ACCOUNT OF HARDSHIP WITHDRAWAL</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_ga1157_11">IX. GENERAL</A></FONT><BR>

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