exhibit 10. 1 amendment no. 1 to amended and restated master services agreement this amendment 1 to the amended and restated master services agreement ( “ amendment 1 ” ) is made by and among cognizant healthcare services, llc ( “ supplier ” ), cognizant technology solutions u. s. corporation ( “ supplier affiliate ” ), and health net, inc. ( “ health net ” ) effective as of july 1, 2015 ( “ amendment 1 effective date ” ) with reference to the following : a. on september 30, 2008, supplier affiliate and health net entered into a master services agreement for applications services ( as previously amended, the “ ao agreement ” ) ; b. on january 23, 2009, supplier affiliate and health net entered a master services agreement for business processing services ( as previously amended, the “ bpo agreement ” ) ; c. on november 21, 2015, supplier and health net entered into an amended and restated master services agreement for business process as a service and information technology outsourcing services ( the “ bpaas agreement ” ) ; d. concurrent with entering into the bpaas agreement, supplier and health net entered into an asset purchase agreement that provides for the sale to supplier of various intellectual property assets owned by health net ( the “ apa ” ) ; e. health net has not received the regulatory approvals necessary to proceed with the transactions contemplated by the bpaas agreement and, as a result, the bpaas services commencement date has not been triggered ; f. under the bpaas agreement ( section 16. 1 ( n ) ), health net has the ability and right to terminate the entire bpaas agreement in advance of the bpaas services commencement date by paying to supplier the breakup fee of $ 10, 000, 000. g. unrelated to any of the foregoing, health net has received a merger proposal from another entity ( “ buyer ” ) and intends to sign an agreement and plan of merger ( “ merger agreement ” ) with the buyer ; and h. supplier and health net now wish to suspend efforts towards, and defer the occurrence of, the bpaas services commencement date, as well as to modify the ao and bpo agreements to provide for the continuation of applications and business processing services provided under the ao and bpo agreements and to provide time for supplier, buyer and health net to work together to identify other potential business opportunities while health net and buyer work to satisfy the necessary