Common use of Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement Clause in Contracts

Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. (a) The Employee acknowledges that during the course of employment or engagement with the Company and its Affiliates the Employee has received and will continue to have access and exposure to secret and proprietary information, including but not limited to information about the Company’s and its Affiliates’ business, business practices and processes, customers, and prospective customers, the value of which is derived in part from the fact that the information is not generally known to the public (“Confidential Information”). The Employee acknowledges that the Company and its Affiliates have spent significant time, effort and resources protecting the Confidential Information and that the Confidential Information has contributed to customer goodwill and is of significant competitive value to the Company and its Affiliates in the businesses in which they compete, and that the use or disclosure, even if inadvertent, of the Confidential Information to or for the benefit of a competitor would cause significant damage to the legitimate business interests of the Company and its Affiliates. Accordingly, in order to protect the legitimate business and customer goodwill interests of the Company and its Affiliates, to protect the Confidential Information against inappropriate use or disclosure, and in consideration of the grant of and the opportunity to earn the Performance Share Units in accordance with the provisions of this Agreement, the Employee hereby covenants and agrees to comply with the confidentiality, non-competition, non-solicitation and non-disparagement provisions set forth in this Section 5(a) (collectively, the “PSU Restrictions”). Except to the extent expressly provided otherwise below, the Employee agrees to comply with the PSU Restrictions for the period commencing on the Grant Date and extending until the date that is 12 months following the earlier of: (i) Employee’s Termination of Employment for any reason or (ii) the last day on which the Employee carried out any duties for the Company and its Affiliates (the “Restricted Period”). (i) The Employee will use Confidential Information gained during employment or engagement with the Company or any Affiliate for the benefit of the Company only and, without the prior written consent of the Company, shall not, at any time during the Restricted Period or thereafter, directly or indirectly, divulge, reveal or communicate any Confidential Information to any person or entity whatsoever, or use any Confidential Information for the Employee’s own benefit or for the benefit of others, other than as required by law or legal process. For purposes of the foregoing, Confidential Information shall not include information that was or is available to the Employee on a non-confidential basis from a source other than the Company or becomes generally available to the public, other than as a result of disclosure by the Employee. (ii) The Employee shall not, at any time during the Restricted Period, without the prior written consent of the Company, directly or indirectly, own, manage, operate, join, control, or participate in the ownership, management, operation or control of, or be employed by, consult with, render services for, or be connected in any other manner with, any Competing Business, whether for compensation or otherwise. For the purposes of this Agreement, a “Competing Business” shall be any business in the United Kingdom which is engaged in the sale or provision of employee benefits or other products or services of the type offered by the Company or its Affiliates (including, without limitation, life, critical illness, income protection, disability, accident, dental, vision or hospital indemnity insurance), unless the Employee’s primary duties and responsibilities with respect to such business are not related to the management, operation or provision of such products or services. Notwithstanding the requirements of this paragraph, the Employee shall not be prohibited from; (A) owning less than 1% of any publicly traded corporation, whether or not such corporation is deemed to be a Competing Business; or (B) working in that part of a Competing Business which provides employee benefits or other products or services of a type with which the Employee was not involved or about which he did not receive any Confidential Information during the 12 months' prior to the commencement of the Restricted Period. (iii) The Employee shall not, at any time during the Restricted Period, without the prior written consent of the Company, directly or indirectly, either for the Employee’s own benefit or purpose or for the benefit or purpose of any other person or entity, solicit, assist, or induce any Covered Employee to terminate his or her relationship with the Company or its Affiliates (regardless of who first initiates the communication), or help another person or entity evaluate any Covered Employee as an employment candidate or offer to employ, call on, or actively interfere with the Company’s or any Affiliate’s relationship with any Covered Employee, provided that this paragraph shall not prohibit general solicitations in the form of classified advertisements or the like in newspapers, on the internet, or in other media. For purposes of this Agreement, “Covered Employee” means an individual who is an employee, representative, or officer of the Company or any Affiliate at the time of the solicitation, assistance or inducement or as the date of the Employee's Termination of Employment and who worked closely with or was supervised by the Employee and is in possession of Confidential Information or otherwise employed in a senior, sales, management or research and development capacity.

Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. (a) The Employee acknowledges that during the course of employment or engagement with the Company and its Affiliates the Employee has received and will continue to have access and exposure to secret and proprietary information, including but not limited to information about the Company’s and its Affiliates’ business, business practices and processes, customers, and prospective customers, the value of which is derived in part from the fact that the information is not generally known to the public (“Confidential Information”). The Employee acknowledges that the Company and its Affiliates have spent significant time, effort and resources protecting the Confidential Information and that the Confidential Information has contributed to customer goodwill and is of significant competitive value to the Company and its Affiliates in the businesses in which they compete, and that the use or disclosure, even if inadvertent, of the Confidential Information to or for the benefit of a competitor would cause significant damage to the legitimate business interests of the Company and its Affiliates. Accordingly, in order to protect the legitimate business and customer goodwill interests of the Company and its Affiliates, to protect the Confidential Information against inappropriate use or disclosure, and in consideration of the grant of and the opportunity to earn the Performance Share Units in accordance with the provisions of this Agreement, the Employee hereby covenants and agrees to comply with the confidentiality, non-competition, non-solicitation and non-disparagement provisions set forth in this Section 5(a) (collectively, the “PSU Restrictions”). Except to the extent expressly provided otherwise below, the Employee agrees to comply with the PSU Restrictions for the period commencing on the Grant Date and extending until through the later of (1) the expiration of the Performance Period, in the event of the Employee’s Termination of Employment during the Performance Period (A) by the Company as a result of job elimination or requalification, (B) by the Employee for Good Reason (if the Company has entered into a separate written agreement with the Employee providing for payments upon a Termination of Employment for Good Reason not following a Change in Control), or (C) due to the Employee’s Retirement or Disability and (2) the date that is 12 months following the earlier of: (i) Employee’s Termination of Employment for any reason or (ii) the last day on which the Employee carried out any duties for the Company and its Affiliates (such period, the “Restricted Period”). (i) The Employee will use Confidential Information gained during employment or engagement with the Company or any Affiliate for the benefit of the Company only and, without the prior written consent of the Company, shall not, at any time during the Restricted Period or thereafter, directly or indirectly, divulge, reveal or communicate any Confidential Information to any person or entity whatsoever, or use any Confidential Information for the Employee’s own benefit or for the benefit of others, other than as required by law or legal process. For purposes of the foregoing, Confidential Information shall not include information that was or is available to the Employee on a non-confidential basis from a source other than the Company or becomes generally available to the public, other than as a result of disclosure by the Employee. (ii) The Employee shall not, at any time during the Restricted Period, without the prior written consent of the Company, directly or indirectly, own, manage, operate, join, control, or participate in the ownership, management, operation or control of, or be employed by, consult with, render services for, or be connected in any other manner with, any Competing Business, whether for compensation or otherwise. For the purposes of this Agreement, a “Competing Business” shall be any business in the United Kingdom States which is engaged in the sale or provision of employee benefits or other products or services of the type offered by the Company or its Affiliates (including, including without limitation, life, critical illness, income protection, disability, accident, dental, vision vision, or hospital indemnity insurance), unless the Employee’s primary duties and responsibilities with respect to such business are not related to the management, operation or provision of such products or services. Notwithstanding the requirements of this paragraph, the Employee shall not be prohibited from; (A) from owning less than 1% of any publicly traded corporation, whether or not such corporation is deemed to be a Competing Business; or (B) working in that part of a Competing Business which provides employee benefits or other products or services of a type with which the Employee was not involved or about which he did not receive any Confidential Information during the 12 months' prior to the commencement of the Restricted Period. (iii) The Employee shall not, at any time during the Restricted Period, without the prior written consent of the Company, directly or indirectly, either for the Employee’s own benefit or purpose or for the benefit or purpose of any other person or entity, solicit, assist, or induce any Covered Employee to terminate his or her relationship with the Company or its Affiliates (regardless of who first initiates the communication), or help another person or entity evaluate any Covered Employee as an employment candidate or offer to employ, call on, or actively interfere with the Company’s or any Affiliate’s relationship with any Covered Employee, provided that this paragraph shall not prohibit general solicitations in the form of classified advertisements or the like in newspapers, on the internet, or in other media. For purposes of this Agreement, “Covered Employee” means an individual who is an employee, representative, or officer of the Company or any Affiliate at the time of the solicitation, assistance assistance, or inducement or as of the date of the Employee's Termination of Employment and who worked closely with or was supervised by the Employee and is in possession of Confidential Information or otherwise employed in a senior, sales, management or research and development capacityEmployment.

Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. (a) The Employee acknowledges that during the course of employment or engagement with the Company and its Affiliates the Employee has received and will continue to have access and exposure to secret and proprietary information, including but not limited to information about the Company’s and its Affiliates’ business, business practices and processes, customers, and prospective customers, the value of which is derived in part from the fact that the information is not generally known to the public (“Confidential Information”). The Employee acknowledges that the Company and its Affiliates have spent significant time, effort and resources protecting the Confidential Information and that the Confidential Information has contributed to customer goodwill and is of significant competitive value to the Company and its Affiliates in the businesses in which they compete, and that the use or disclosure, even if inadvertent, of the Confidential Information to or for the benefit of a competitor would cause significant damage to the legitimate business interests of the Company and its AffiliatesCompany. Accordingly, in order to protect the legitimate business and customer goodwill interests of the Company and its Affiliates, to protect the Confidential Information against inappropriate use or disclosure, and in consideration of the grant of and the opportunity to earn the Performance Share Units in accordance with the provisions of this Agreement, the Employee hereby covenants and agrees to comply with the confidentiality, non-competition, non-solicitation and non-disparagement provisions set forth in this Section 5(a) (collectively, the “PSU Restrictions”). Except to the extent expressly provided otherwise below, the Employee agrees to comply with the PSU Restrictions for the period commencing on the Grant Date and extending until through the later of (1) the expiration of the Performance Period, in the event of the Employee’s Termination of Employment during the Performance Period (A) by the Company as a result of job elimination or requalification, (B) by the Employee for Good Reason (if the Company has entered into a separate written agreement with the Employee providing for payments upon a Termination of Employment for Good Reason not following a Change in Control), or (C) due to the Employee’s Retirement or Disability and (2) the date that is 12 months following the earlier of: (i) Employee’s Termination of Employment for any reason or (ii) the last day on which the Employee carried out any duties for the Company and its Affiliates (such period, the “Restricted Period”). (i) The Employee will use Confidential Information gained during employment or engagement with the Company or any Affiliate for the benefit of the Company only and, without the prior written consent of the Company, shall not, at any time during the Restricted Period or thereafter, directly or indirectly, divulge, reveal or communicate any Confidential Information to any person or entity whatsoever, or use any Confidential Information for the Employee’s own benefit or for the benefit of others, other than as required by law or legal process. For purposes of the foregoing, Confidential Information shall not include information that was or is available to the Employee on a non-confidential basis from a source other than the Company or becomes generally available to the public, other than as a result of disclosure by the Employee. (ii) The Employee shall not, at any time during the Restricted Period, without the prior written consent of the Company, directly or indirectly, own, manage, operate, join, control, or participate in the ownership, management, operation or control of, or be employed by, consult with, render services for, or be connected in any other manner with, any Competing Business, whether for compensation or otherwise. For the purposes of this Agreement, a “Competing Business” shall be any business in the United Kingdom States which is engaged in the sale or provision of employee benefits or other products or services of the type offered by the Company or its Affiliates (including, including without limitation, life, critical illness, income protection, disability, accident, dental, vision vision, or hospital indemnity insurance), unless the Employee’s primary duties and responsibilities with respect to such business are not related to the management, operation or provision of such products or services. Notwithstanding the requirements of this paragraph, the Employee shall not be prohibited from; (A) from owning less than 1% of any publicly traded corporation, whether or not such corporation is deemed to be a Competing Business; or (B) working in that part of a Competing Business which provides employee benefits or other products or services of a type with which the Employee was not involved or about which he did not receive any Confidential Information during the 12 months' prior to the commencement of the Restricted Period. (iii) The Employee shall not, at any time during the Restricted Period, without the prior written consent of the Company, directly or indirectly, either for the Employee’s own benefit or purpose or for the benefit or purpose of any other person or entity, solicit, assist, or induce any Covered Employee to terminate his or her relationship with the Company or its Affiliates (regardless of who first initiates the communication), or help another person or entity evaluate any Covered Employee as an employment candidate candidate, or employ, or offer to employ, call on, or actively interfere with the Company’s or any Affiliate’s relationship with any Covered Employee, provided that this paragraph shall not prohibit general solicitations in the form of classified advertisements or the like in newspapers, on the internet, or in other media. For purposes of this Agreement, “Covered Employee” means an individual who is an employee, representative, or officer of the Company or any Affiliate at the time of the solicitation, assistance assistance, or inducement or as the date of the Employee's Termination of Employment and who worked closely with or was supervised by the Employee and is in possession of Confidential Information or otherwise employed in a senior, sales, management or research and development capacityinducement.

Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. (a) The Employee acknowledges that during the course of employment or engagement with the Company and its Affiliates the Employee has received and will continue to have access and exposure to secret and proprietary information, including but not limited to information about the Company’s and its Affiliates’ business, business practices and processes, customers, and prospective customers, the value of which is derived in part from the fact that the information is not generally known to the public (“Confidential Information”). The Employee acknowledges that the Company and its Affiliates have spent significant time, effort and resources protecting the Confidential Information and that the Confidential Information has contributed to customer goodwill and is of significant competitive value to the Company and its Affiliates in the businesses in which they compete, and that the use or disclosure, even if inadvertent, of the Confidential Information to or for the benefit of a competitor would cause significant damage to the legitimate business interests of the Company and its Affiliates. Accordingly, in order to protect the legitimate business and customer goodwill interests of the Company and its Affiliates, to protect the Confidential Information against inappropriate use or disclosure, and in consideration of the grant of and the opportunity to earn vest in the Performance Share Restricted Stock Units in accordance with the provisions of this Agreement, the Employee hereby covenants and agrees to comply with the confidentiality, non-competition, non-solicitation and non-disparagement provisions set forth in this Section 5(a9(a) (collectively, the “PSU RSU Restrictions”). Except to the extent expressly provided otherwise below, the Employee agrees to comply with the PSU RSU Restrictions for the period commencing on the Grant Date and extending until through the date that is 12 months following the earlier of: (i) Employee’s Termination of Employment for any reason or (ii) the last day on which the Employee carried out any duties for the Company and its Affiliates (such period, the “RSU Restricted Period”). (i) The Employee will use Confidential Information gained during employment or engagement with the Company or any Affiliate for the benefit of the Company only and, without the prior written consent of the Company, shall not, at any time during the RSU Restricted Period or thereafter, directly or indirectly, divulge, reveal or communicate any Confidential Information to any person or entity whatsoever, or use any Confidential Information for the Employee’s own benefit or for the benefit of others, other than as required by law or legal process. For purposes of the foregoing, Confidential Information shall not include information that was or is available to the Employee on a non-confidential basis from a source other than the Company or becomes generally available to the public, other than as a result of disclosure by the Employee. (ii) The Employee shall not, at any time during the RSU Restricted Period, without the prior written consent of the Company, directly or indirectly, own, manage, operate, join, control, or participate in the ownership, management, operation or control of, or be employed by, consult with, render services for, or be connected in any other manner with, any Competing Business, whether for compensation or otherwise. For the purposes of this Agreement, a “Competing Business” shall be any business in the United Kingdom which is engaged in the sale or provision of employee benefits or other products or services of the type offered by the Company or its Affiliates (including, without limitation, life, critical illness, income protection, disability, accident, dental, vision vision, hospital indemnity, and medical stop-loss insurance products, absence management services, and technological products or hospital indemnity insuranceservices provided by the Company’s solutions business), unless the Employee’s primary duties and responsibilities with respect to such business are are: (i) not related to the management, operation or provision of such products or services; or (ii) related to the management, operation or provision of such products or services in territories in which the Employee was neither involved nor concerned during the 12 months prior to the Employee’s Termination of Employment or about which the Employee was not in possession of Confidential Information as at the date of such termination; or (iii) related to the management, operation or provision of products or services with which the Employee was neither involved nor concerned during the 12 months prior to the Employee’s Termination of Employment or about which the Employee was not in possession of Confidential Information as at the date of such termination. Notwithstanding the requirements of this paragraph, the Employee shall not be prohibited from; (A) from owning less than 1% of any publicly traded corporation, whether or not such corporation is deemed to be a Competing Business; or (B) working in that part of a Competing Business which provides employee benefits or other products or services of a type with which the Employee was not involved or about which he did not receive any Confidential Information during the 12 months' prior to the commencement of the Restricted Period. (iii) The Employee shall not, at any time during the RSU Restricted Period, without the prior written consent of the Company, directly or indirectly, either for the Employee’s own benefit or purpose or for the benefit or purpose of any other person or entity, solicit, assist, or induce any Covered Employee to terminate his or her relationship with the Company or its Affiliates (regardless of who first initiates the communication), or help another person or entity evaluate any Covered Employee as an employment candidate candidate, or offer to employ, call on, or actively interfere with the Company’s or any Affiliate’s relationship with any Covered Employee, provided that this paragraph shall not prohibit general solicitations in the form of classified advertisements or the like in newspapers, on the internet, or in other media. For purposes of this Agreement, “Covered Employee” means an individual who is an employee, representative, or officer of the Company or any Affiliate at the time of the solicitation, assistance or inducement or as of the date of the Employee's ’s Termination of Employment and who worked closely with was employed in a senior, technical, management or research capacity or who was supervised by the Employee and is otherwise in possession of Confidential Information and, in each case, who was supervised by or otherwise employed in a senior, sales, management or research and development capacityworked with the Employee during the 12 months prior to the Employee’s Termination of Employment.

Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. (a) The Employee acknowledges that during the course of employment or engagement with the Company and its Affiliates the Employee has received and will continue to have access and exposure to secret and proprietary information, including but not limited to information about the Company’s and its Affiliates’ business, business practices and processes, customers, and prospective customers, the value of which is derived in part from the fact that the information is not generally known to the public (“Confidential Information”). The Employee acknowledges that the Company and its Affiliates have spent significant time, effort and resources protecting the Confidential Information and that the Confidential Information has contributed to customer goodwill and is of significant competitive value to the Company and its Affiliates in the businesses in which they compete, and that the use or disclosure, even if inadvertent, of the Confidential Information to or for the benefit of a competitor would cause significant damage to the legitimate business interests of the Company and its Affiliates. Accordingly, in order to protect the legitimate business and customer goodwill interests of the Company and its Affiliates, to protect the Confidential Information against inappropriate use or disclosure, and in consideration of the grant of and the opportunity to earn vest in the Performance Share Restricted Stock Units in accordance with the provisions of this Agreement, the Employee hereby covenants and agrees to comply with the confidentiality, non-competition, non-solicitation and non-disparagement provisions set forth in this Section 5(a9(a) (collectively, the “PSU RSU Restrictions”). Except to the extent expressly provided otherwise below, the Employee agrees to comply with the PSU RSU Restrictions for the period commencing on the Grant Date and extending until through the date that is 12 months following the earlier of: (i) Employee’s Termination of Employment for any reason or (ii) the last day on which the Employee carried out any duties for the Company and its Affiliates (such period, the “RSU Restricted Period”). (i) The Employee will use Confidential Information gained during employment or engagement with the Company or any Affiliate for the benefit of the Company only and, without the prior written consent of the Company, shall not, at any time during the RSU Restricted Period or thereafter, directly or indirectly, divulge, reveal or communicate any Confidential Information to any person or entity whatsoever, or use any Confidential Information for the Employee’s own benefit or for the benefit of others, other than as required by law or legal process. For purposes of the foregoing, Confidential Information shall not include information that was or is available to the Employee on a non-confidential basis from a source other than the Company or becomes generally available to the public, other than as a result of disclosure by the Employee. (ii) The Employee shall not, at any time during the RSU Restricted Period, without the prior written consent of the Company, directly or indirectly, own, manage, operate, join, control, or participate in the ownership, management, operation or control of, or be employed by, consult with, render services for, or be connected in any other manner with, any Competing Business, whether for compensation or otherwise. For the purposes of this Agreement, a “Competing Business” shall be any business in the United Kingdom which is engaged in the sale or provision of employee benefits or other products or services of the type offered by the Company or its Affiliates (including, without limitation, life, critical illness, income protection, disability, accident, dental, vision vision, hospital indemnity, and medical stop-loss insurance products, absence management services, and technological products or hospital indemnity insuranceservices provided by the Company's solutions business), unless the Employee’s primary duties and responsibilities with respect to such business are are: (i) not related to the management, operation or provision of such products or services; or (ii) related to the management, operation or provision of such products or services in territories in which the Employee was neither involved nor concerned during the 12 months prior to the Employee’s Termination of Employment or about which the Employee was not in possession of Confidential Information as at the date of such termination; or (iii) related to the management, operation or provision of products or services with which the Employee was neither involved nor concerned during the 12 months prior to the Employee’s Termination of Employment or about which the Employee was not in possession of Confidential Information as at the date of such termination. Notwithstanding the requirements of this paragraph, the Employee shall not be prohibited from; (A) from owning less than 1% of any publicly traded corporation, whether or not such corporation is deemed to be a Competing Business; or (B) working in that part of a Competing Business which provides employee benefits or other products or services of a type with which the Employee was not involved or about which he did not receive any Confidential Information during the 12 months' prior to the commencement of the Restricted Period. (iii) The Employee shall not, at any time during the RSU Restricted Period, without the prior written consent of the Company, directly or indirectly, either for the Employee’s own benefit or purpose or for the benefit or purpose of any other person or entity, solicit, assist, or induce any Covered Employee to terminate his or her relationship with the Company or its Affiliates (regardless of who first initiates the communication), or help another person or entity evaluate any Covered Employee as an employment candidate candidate, or offer to employ, call on, or actively interfere with the Company’s or any Affiliate’s relationship with any Covered Employee, provided that this paragraph shall not prohibit general solicitations in the form of classified advertisements or the like in newspapers, on the internet, or in other media. For purposes of this Agreement, “Covered Employee” means an individual who is an employee, representative, or officer of the Company or any Affiliate at the time of the solicitation, assistance or inducement or as of the date of the Employee's ’s Termination of Employment and who worked closely with was employed in a senior, technical, management or research capacity or who was supervised by the Employee and is otherwise in possession of Confidential Information and, in each case, who was supervised by or otherwise employed in a senior, sales, management or research and development capacityworked with the Employee during the 12 months prior to the Employee’s Termination of Employment.

Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. (a) The Employee acknowledges that during the course of employment or engagement with the Company and its Affiliates the Employee has received and will continue to have access and exposure to secret and proprietary information, including but not limited to information about the Company’s and its Affiliates’ business, business practices and processes, customers, and prospective customers, the value of which is derived in part from the fact that the information is not generally known to the public (“Confidential Information”). The Employee acknowledges that the Company and its Affiliates have spent significant time, effort and resources protecting the Confidential Information and that the Confidential Information has contributed to customer goodwill and is of significant competitive value to the Company and its Affiliates in the businesses in which they compete, and that the use or disclosure, even if inadvertent, of the Confidential Information to or for the benefit of a competitor would cause significant damage to the legitimate business interests of the Company and its Affiliates. Accordingly, in order to protect the legitimate business and customer goodwill interests of the Company and its Affiliates, to protect the Confidential Information against inappropriate use or disclosure, and in consideration of the grant of and the opportunity to earn the Performance Share Units CSUs and SSUs in accordance with the provisions of this Agreement, the Employee hereby covenants and agrees to comply with the confidentiality, non-competition, non-solicitation and non-disparagement provisions set forth in this Section 5(a) (collectively, the “PSU Award Restrictions”). Except to the extent expressly provided otherwise below, the Employee agrees to comply with the PSU Award Restrictions for the period commencing on the Grant Date and extending until through the date that is 12 months following the earlier of: (i) Employee’s Termination of Employment for any reason or (ii) the last day on which the Employee carried out any duties for the Company and its Affiliates (such period, the “Restricted Period”). (i) The Employee will use Confidential Information gained during employment or engagement with the Company or any Affiliate for the benefit of the Company only and, without the prior written consent of the Company, shall not, at any time during the Restricted Period or thereafter, directly or indirectly, divulge, reveal or communicate any Confidential Information to any person or entity whatsoever, or use any Confidential Information for the Employee’s own benefit or for the benefit of others, other than as required by law or legal process. For purposes of the foregoing, Confidential Information shall not include information that was or is available to the Employee on a non-confidential basis from a source other than the Company or becomes generally available to the public, other than as a result of disclosure by the Employee. (ii) The Employee shall not, at any time during the Restricted Period, without the prior written consent of the Company, directly or indirectly, own, manage, operate, join, control, or participate in the ownership, management, operation or control of, or be employed by, consult with, render services for, or be connected in any other manner with, any Competing Business, whether for compensation or otherwise. For the purposes of this Agreement, a “Competing Business” shall be any business in the United Kingdom States which is engaged in the sale or provision of employee benefits or other products or services of the type offered by the Company or its Affiliates (including, including without limitation, life, critical illness, income protection, disability, accident, dental, vision or vision, hospital indemnity insurance, leave management, and stop loss), unless the Employee’s primary duties and responsibilities with respect to such business are not related to the management, operation or provision of such products or services. Notwithstanding the requirements of this paragraph, the Employee shall not be prohibited from; (A) from owning less than 1% of any publicly traded corporation, whether or not such corporation is deemed to be a Competing Business; or (B) working in that part of a Competing Business which provides employee benefits or other products or services of a type with which the Employee was not involved or about which he did not receive any Confidential Information during the 12 months' prior to the commencement of the Restricted Period. (iii) The Employee shall not, at any time during the Restricted Period, without the prior written consent of the Company, directly or indirectly, either for the Employee’s own benefit or purpose or for the benefit or purpose of any other person or entity, solicit, assist, or induce any Covered Employee to terminate his or her relationship with the Company or its Affiliates (regardless of who first initiates the communication), or help another person or entity evaluate any Covered Employee as an employment candidate or offer to employ, call on, or actively interfere with the Company’s or any Affiliate’s relationship with any Covered Employee, provided that this paragraph shall not prohibit general solicitations in the form of classified advertisements or the like in newspapers, on the internet, or in other media. For purposes of this Agreement, “Covered Employee” means an individual who is an employee, representative, or officer of the Company or any Affiliate at the time of the solicitation, assistance assistance, or inducement or as of the date of the Employee's ’s Termination of Employment and who worked closely with or was supervised by the Employee and is in possession of Confidential Information or otherwise employed in a senior, sales, management or research and development capacity.Employment. 1172165

Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. (a) The Employee acknowledges that during the course of employment or engagement with the Company and its Affiliates the Employee has received and will continue to have access and exposure to secret and proprietary information, including but not limited to information about the Company’s and its Affiliates’ business, business practices and processes, customers, and prospective customers, the value of which is derived in part from the fact that the information is not generally known to the public (“Confidential Information”). The Employee acknowledges that the Company and its Affiliates have spent significant time, effort and resources protecting the Confidential Information and that the Confidential Information has contributed to customer goodwill and is of significant competitive value to the Company and its Affiliates in the businesses in which they compete, and that the use or disclosure, even if inadvertent, of the Confidential Information to or for the benefit of a competitor would cause significant damage to the legitimate business interests of the Company and its Affiliates. Accordingly, in order to protect the legitimate business and customer goodwill interests of the Company and its Affiliates, to protect the Confidential Information against inappropriate use or disclosure, and in consideration of the grant of and the opportunity to earn the Performance Share Cash Incentive Units in accordance with the provisions of this Agreement, the Employee hereby covenants and agrees to comply with the confidentiality, non-competition, non-solicitation and non-disparagement provisions set forth in this Section 5(a) (collectively, the “PSU CIU Restrictions”). Except to the extent expressly provided otherwise below, the Employee agrees to comply with the PSU CIU Restrictions for the period commencing on the Grant Date and extending until the date that is 12 months following the earlier of: (i) Employee’s Termination of Employment for any reason or (ii) the last day on which the Employee carried out any duties for the Company and its Affiliates (such period, the “Restricted Period”). (i) The Employee will use Confidential Information gained during employment or engagement with the Company or any Affiliate for the benefit of the Company only and, without the prior written consent of the Company, shall not, at any time during the Restricted Period or thereafter, directly or indirectly, divulge, reveal or communicate any Confidential Information to any person or entity whatsoever, or use any Confidential Information for the Employee’s own benefit or for the benefit of others, other than as required by law or legal process. For purposes of the foregoing, Confidential Information shall not include information that was or is available to the Employee on a non-confidential basis from a source other than the Company or becomes generally available to the public, other than as a result of disclosure by the Employee. (ii) The Employee shall not, at any time during the Restricted Period, without the prior written consent of the Company, directly or indirectly, own, manage, operate, join, control, or participate in the ownership, management, operation or control of, or be employed by, consult with, render services for, or be connected in any other manner with, any Competing Business, whether for compensation or otherwise. For the purposes of this Agreement, a “Competing Business” shall be any business in the United Kingdom which is engaged in the sale or provision of employee benefits or other products or services of the type offered by the Company or its Affiliates (including, without limitation, life, critical illness, income protection, disability, accident, dental, vision vision, hospital indemnity, and medical stop-loss insurance products, absence management services, and technological products or hospital indemnity insuranceservices provided by the Company's solutions business), unless the Employee’s primary duties and responsibilities with respect to such business are (i) not related to the management, operation or provision of such products or servicesservices or (ii) related to the management, operation or provision of such products or services in territories in which the Employee was neither involved nor concerned during the 12 months prior to the Employee’s Termination of Employment or about which he was not in possession of Confidential Information as at the date of such termination; or (iii) related to the management, operation or provision of products or services with which the Employee was neither involved nor concerned during the 12 months prior to the Employee’s Termination of Employment or about which he was not in possession of Confidential Information as at the date of such termination. Notwithstanding the requirements of this paragraph, the Employee shall not be prohibited from; (A) from owning less than 1% of any publicly traded corporation, whether or not such corporation is deemed to be a Competing Business; or (B) working in that part of a Competing Business which provides employee benefits or other products or services of a type with which the Employee was not involved or about which he did not receive any Confidential Information during the 12 months' prior to the commencement of the Restricted Period. (iii) The Employee shall not, at any time during the Restricted Period, without the prior written consent of the Company, directly or indirectly, either for the Employee’s own benefit or purpose or for the benefit or purpose of any other person or entity, solicit, assist, or induce any Covered Employee to terminate his or her relationship with the Company or its Affiliates (regardless of who first initiates the communication), or help another person or entity evaluate any Covered Employee as an employment candidate candidate, or offer to employ, call on, or actively interfere with the Company’s or any Affiliate’s relationship with any Covered Employee, provided that this paragraph shall not prohibit general solicitations in the form of classified advertisements or the like in newspapers, on the internet, or in other media. For purposes of this Agreement, “Covered Employee” means an individual who is an employee, representative, or officer of the Company or any Affiliate at the time of the solicitation, assistance or inducement or as of the date of the Employee's ’s Termination of Employment and who worked closely with was employed in a senior, technical, management or research capacity or who was supervised by the Employee and is otherwise in possession of Confidential Information and, in each case, who was supervised by or otherwise employed in a senior, sales, management or research and development capacityworked with the Employee during the 12 months prior to the Employee’s Termination of Employment.

Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. (a) The Employee acknowledges that during the course of employment or engagement with the Company and its Affiliates the Employee has received and will continue to have access and exposure to secret and proprietary information, including but not limited to information about the Company’s and its Affiliates’ business, business practices and processes, customers, and prospective customers, the value of which is derived in part from the fact that the information is not generally known to the public (“Confidential Information”). The Employee acknowledges that the Company and its Affiliates have spent significant time, effort and resources protecting the Confidential Information and that the Confidential Information has contributed to customer goodwill and is of significant competitive value to the Company and its Affiliates in the businesses in which they compete, and that the use or disclosure, even if inadvertent, of the Confidential Information to or for the benefit of a competitor would cause significant damage to the legitimate business interests of the Company and its AffiliatesCompany. Accordingly, in order to protect the legitimate business and customer goodwill interests of the Company and its Affiliates, to protect the Confidential Information against inappropriate use or disclosure, and in consideration of the grant of and the opportunity to earn the Performance Share Units in accordance with the provisions of this Agreement, the Employee hereby covenants and agrees to comply with the confidentiality, non-competition, non-solicitation and non-disparagement provisions set forth in this Section 5(a) (collectively, the “PSU Restrictions”). Except to the extent expressly provided otherwise below, the Employee agrees to comply with the PSU Restrictions for the period commencing on the Grant Date and extending until the date that is 12 months following the earlier of: (i) Employee’s Termination of Employment for any reason or (ii) the last day on which the Employee carried out any duties for the Company and its Affiliates (the “Restricted Period”). (i) The Employee will use Confidential Information gained during employment or engagement with the Company or any Affiliate for the benefit of the Company only and, without the prior written consent of the Company, shall not, at any time during the Restricted Period or thereafter, directly or indirectly, divulge, reveal or communicate any Confidential Information to any person or entity whatsoever, or use any Confidential Information for the Employee’s own benefit or for the benefit of others, other than as required by law or legal process. For purposes of the foregoing, Confidential Information shall not include information that was or is available to the Employee on a non-confidential basis from a source other than the Company or becomes generally available to the public, other than as a result of disclosure by the Employee. (ii) The Employee shall not, at any time during the Restricted Period, without the prior written consent of the Company, directly or indirectly, own, manage, operate, join, control, or participate in the ownership, management, operation or control of, or be employed by, consult with, render services for, or be connected in any other manner with, any Competing Business, whether for compensation or otherwise. For the purposes of this Agreement, a “Competing Business” shall be any business in the United Kingdom which is engaged in the sale or provision of employee benefits or other products or services of the type offered by the Company or its Affiliates (including, without limitation, life, critical illness, income protection, disability, accident, dental, vision or hospital indemnity insurance), unless the Employee’s primary duties and responsibilities with respect to such business are not related to the management, operation or provision of such products or services. Notwithstanding the requirements of this paragraph, the Employee shall not be prohibited from; (A) from owning less than 1% of any publicly traded corporation, whether or not such corporation is deemed to be a Competing Business; or (B) working in that part of a Competing Business which provides employee benefits or other products or services of a type with which the Employee was not involved or about which he did not receive any Confidential Information during the 12 months' prior to the commencement of the Restricted Period. (iii) The Employee shall not, at any time during the Restricted Period, without the prior written consent of the Company, directly or indirectly, either for the Employee’s own benefit or purpose or for the benefit or purpose of any other person or entity, solicit, assist, or induce any Covered Employee to terminate his or her relationship with the Company or its Affiliates (regardless of who first initiates the communication), or help another person or entity evaluate any Covered Employee as an employment candidate candidate, or employ, or offer to employ, call on, or actively interfere with the Company’s or any Affiliate’s relationship with any Covered Employee, provided that this paragraph shall not prohibit general solicitations in the form of classified advertisements or the like in newspapers, on the internet, or in other media. For purposes of this Agreement, “Covered Employee” means an individual who is an employee, representative, or officer of the Company or any Affiliate at the time of the solicitation, assistance or inducement or as the date of the Employee's Termination of Employment and who worked closely with or was supervised by the Employee and is in possession of Confidential Information or otherwise employed in a senior, sales, management or research and development capacityinducement.

Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. (a) The Employee acknowledges that during the course of employment or engagement with the Company and its Affiliates the Employee has received and will continue to have access and exposure to secret and proprietary information, including but not limited to information about the Company’s and its Affiliates’ business, business practices and processes, customers, and prospective customers, the value of which is derived in part from the fact that the information is not generally known to the public (“Confidential Information”). The Employee acknowledges that the Company and its Affiliates have spent significant time, effort and resources protecting the Confidential Information and that the Confidential Information has contributed to customer goodwill and is of significant competitive value to the Company and its Affiliates in the businesses in which they compete, and that the use or disclosure, even if inadvertent, of the Confidential Information to or for the benefit of a competitor would cause significant damage to the legitimate business interests of the Company and its AffiliatesCompany. Accordingly, in order to protect the legitimate business and customer goodwill interests of the Company and its Affiliates, to protect the Confidential Information against inappropriate use or disclosure, and in consideration of the grant of and the opportunity to earn the Performance Share Units in accordance with the provisions of this Agreement, the Employee hereby covenants and agrees to comply with the confidentiality, non-competition, non-solicitation and non-disparagement provisions set forth in this Section 5(a) (collectively, the “PSU Restrictions”). Except to the extent expressly provided otherwise below, the Employee agrees to comply with the PSU Restrictions for the period commencing on the Grant Date and extending until through the later of (1) the expiration of the Performance Period, in the event of the Employee’s Termination of Employment during the Performance Period (A) by the Company as a result of job elimination or requalification, (B) by the Employee for Good Reason (if the Company has entered into a separate written agreement with the Employee providing for payments upon a Termination of Employment for Good Reason not following a Change in Control), or (C) due to the Employee’s Retirement or Disability and (2) the date that is 12 months following the earlier of: (i) Employee’s Termination of Employment for any reason or (ii) the last day on which the Employee carried out any duties for the Company and its Affiliates (such period, the “Restricted Period”). (i) The Employee will use Confidential Information gained during employment or engagement with the Company or any Affiliate for the benefit of the Company only and, without the prior written consent of the Company, shall not, at any time during the Restricted Period or thereafter, directly or indirectly, divulge, reveal or communicate any Confidential Information to any person or entity whatsoever, or use any Confidential Information for the Employee’s own benefit or for the benefit of others, other than as required by law or legal process. For purposes of the foregoing, Confidential Information shall not include information that was or is available to the Employee on a non-confidential basis from a source other than the Company or becomes generally available to the public, other than as a result of disclosure by the Employee. (ii) The Employee shall not, at any time during the Restricted Period, without the prior written consent of the Company, directly or indirectly, own, manage, operate, join, control, or participate in the ownership, management, operation or control of, or be employed by, consult with, render services for, or be connected in any other manner with, any Competing Business, whether for compensation or otherwise. For the purposes of this Agreement, a “Competing Business” shall be any business in the United Kingdom States which is engaged in the sale or provision of employee benefits or other products or services of the type offered by the Company or its Affiliates (including, including without limitation, life, critical illness, income protection, disability, accident, dental, vision vision, or hospital indemnity insurance), unless the Employee’s primary duties and responsibilities with respect to such business are not related to the management, operation or provision of such products or services. Notwithstanding the requirements of this paragraph, the Employee shall not be prohibited from; (A) from owning less than 1% of any publicly traded corporation, whether or not such corporation is deemed to be a Competing Business; or (B) working in that part of a Competing Business which provides employee benefits or other products or services of a type with which the Employee was not involved or about which he did not receive any Confidential Information during the 12 months' prior to the commencement of the Restricted Period. (iii) The Employee shall not, at any time during the Restricted Period, without the prior written consent of the Company, directly or indirectly, either for the Employee’s own benefit or purpose or for the benefit or purpose of any other person or entity, solicit, assist, or induce any Covered Employee to terminate his or her relationship with the Company or its Affiliates (regardless of who first initiates the communication)Affiliates, or help another person or entity evaluate any Covered Employee as an employment candidate employ, or offer to employ, call on, or actively interfere with the Company’s or any Affiliate’s relationship with any Covered Employee, provided that this paragraph shall not prohibit general solicitations in the form of classified advertisements or the like in newspapers, on the internet, or in other media. For purposes of this Agreement, “Covered Employee” means an individual who is an employee, representative, or officer of the Company or any Affiliate at the time of the solicitation, assistance assistance, or inducement or as the date of the Employee's Termination of Employment and who worked closely with or was supervised by the Employee and is in possession of Confidential Information or otherwise employed in a senior, sales, management or research and development capacityinducement.

Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. (a) The Employee acknowledges that during the course of employment or engagement with the Company and its Affiliates the Employee has received and will continue to have access and exposure to secret and proprietary information, including but not limited to information about the Company’s and its Affiliates’ business, business practices and processes, customers, and prospective customers, the value of which is derived in part from the fact that the information is not generally known to the public (“Confidential Information”). The Employee acknowledges that the Company and its Affiliates have spent significant time, effort and resources protecting the Confidential Information and that the Confidential Information has contributed to customer goodwill and is of significant competitive value to the Company and its Affiliates in the businesses in which they compete, and that the use or disclosure, even if inadvertent, of the Confidential Information to or for the benefit of a competitor would cause significant damage to the legitimate business interests of the Company and its Affiliates. Accordingly, in order to protect the legitimate business and customer goodwill interests of the Company and its Affiliates, to protect the Confidential Information against inappropriate use or disclosure, and in consideration of the grant of and the opportunity to earn the Performance Share Units CSUs and SSUs in accordance with the provisions of this Agreement, the Employee hereby covenants and agrees to comply with the confidentiality, non-competition, non-solicitation and non-disparagement provisions set forth in this Section 5(a) (collectively, the “PSU Award Restrictions”). Except to the extent expressly provided otherwise below, the Employee agrees to comply with the PSU Award Restrictions for the period commencing on the Grant Date and extending until through the date that is 12 months following the earlier of: (i) Employee’s Termination of Employment for any reason or (ii) the last day on which the Employee carried out any duties for the Company and its Affiliates (such period, the “Restricted Period”). (i) The Employee will use Confidential Information gained during employment or engagement with the Company or any Affiliate for the benefit of the Company only and, without the prior written consent of the Company, shall not, at any time during the Restricted Period or thereafter, directly or indirectly, divulge, reveal or communicate any Confidential Information to any person or entity whatsoever, or use any Confidential Information for the Employee’s own benefit or for the benefit of others, other than as required by law or legal process. For purposes of the foregoing, Confidential Information shall not include information that was or is available to the Employee on a non-confidential basis from a source other than the Company or becomes generally available to the public, other than as a result of disclosure by the Employee. (ii) The Employee shall not, at any time during the Restricted Period, without the prior written consent of the Company, directly or indirectly, own, manage, operate, join, control, or participate in the ownership, management, operation or control of, or be employed by, consult with, render services for, or be connected in any other manner with, any Competing Business, whether for compensation or otherwise. For the purposes of this Agreement, a “Competing Business” shall be any business in the United Kingdom which is engaged in the sale or provision of employee benefits or other products or services of the type offered by the Company or its Affiliates (including, including without limitation, life, critical illness, income protection, disability, accident, dental, vision or vision, hospital indemnity insurance, leave management, and stop loss), unless the Employee’s primary duties and responsibilities with respect to such business are are: (A) not related to the management, operation or provision of such products or services; or (B) related to the management, operation or provision of such products or services in territories in which the Employee was neither involved nor concerned during the 12 months prior to the Employee’s Termination of Employment or about which he was not in possession of Confidential Information as at the date of such termination; or (C) related to the management, operation or provision of products or services with which the Employee was neither involved nor concerned during the 12 months prior to the Employee’s Termination of Employment or about which he was not in possession of Confidential Information as at the date of such termination. Notwithstanding the requirements of this paragraph, the Employee shall not be prohibited from; (A) from owning less than 1% of any publicly traded corporation, whether or not such corporation is deemed to be a Competing Business; or (B) working in that part of a Competing Business which provides employee benefits or other products or services of a type with which the Employee was not involved or about which he did not receive any Confidential Information during the 12 months' prior to the commencement of the Restricted Period.. 1172168 (iii) The Employee shall not, at any time during the Restricted Period, without the prior written consent of the Company, directly or indirectly, either for the Employee’s own benefit or purpose or for the benefit or purpose of any other person or entity, solicit, assist, or induce any Covered Employee to terminate his or her relationship with the Company or its Affiliates (regardless of who first initiates the communication), or help another person or entity evaluate any Covered Employee as an employment candidate or offer to employ, call on, or actively interfere with the Company’s or any Affiliate’s relationship with any Covered Employee, provided that this paragraph shall not prohibit general solicitations in the form of classified advertisements or the like in newspapers, on the internet, or in other media. For purposes of this Agreement, “Covered Employee” means an individual who is an employee, representative, or officer of the Company or any Affiliate at the time of the solicitation, assistance assistance, or inducement or as of the date of the Employee's ’s Termination of Employment and who worked closely with was employed in a senior, technical, management or research capacity or who was supervised by the Employee and is otherwise in possession of Confidential Information and, in each case, who was supervised by or otherwise employed in a senior, sales, management or research and development capacityworked with the Employee during the 12 months prior to the Employee’s Termination of Employment.

Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. (a) The Employee acknowledges that during the course of employment or engagement with the Company and its Affiliates the Employee has received and will continue to have access and exposure to secret and proprietary information, including but not limited to information about the Company’s and its Affiliates’ business, business practices and processes, customers, and prospective customers, the value of which is derived in part from the fact that the information is not generally known to the public (“Confidential Information”). The Employee acknowledges that the Company and its Affiliates have spent significant time, effort and resources protecting the Confidential Information and that the Confidential Information has contributed to customer goodwill and is of significant competitive value to the Company and its Affiliates in the businesses in which they compete, and that the use or disclosure, even if inadvertent, of the Confidential Information to or for the benefit of a competitor would cause significant damage to the legitimate business interests of the Company and its Affiliates. Accordingly, in order to protect the legitimate business and customer goodwill interests of the Company and its Affiliates, to protect the Confidential Information against inappropriate use or disclosure, and in consideration of the grant of and the opportunity to earn vest in the Performance Share Restricted Stock Units in accordance with the provisions of this Agreement, the Employee hereby covenants and agrees to comply with the confidentiality, non-competition, non-solicitation and non-disparagement provisions set forth in this Section 5(a9(a) (collectively, the “PSU RSU Restrictions”). Except to the extent expressly provided otherwise below, the Employee agrees to comply with the PSU RSU Restrictions for the period commencing on the Grant Date and extending until through the date that is 12 months following the earlier of: (i) Employee’s Termination of Employment for any reason or (ii) the last day on which the Employee carried out any duties for the Company and its Affiliates (such period, the “RSU Restricted Period”). (i) The Employee will use Confidential Information gained during employment or engagement with the Company or any Affiliate for the benefit of the Company only and, without the prior written consent of the Company, shall not, at any time during the RSU Restricted Period or thereafter, directly or indirectly, divulge, reveal or communicate any Confidential Information to any person or entity whatsoever, or use any Confidential Information for the Employee’s own benefit or for the benefit of others, other than as required by law or legal process. For purposes of the foregoing, Confidential Information shall not include information that was or is available to the Employee on a non-confidential basis from a source other than the Company or becomes generally available to the public, other than as a result of disclosure by the Employee. (ii) The Employee shall not, at any time during the RSU Restricted Period, without the prior written consent of the Company, directly or indirectly, own, manage, operate, join, control, or participate in the ownership, management, operation or control of, or be employed by, consult with, render services for, or be connected in any other manner with, any Competing Business, whether for compensation or otherwise. For the purposes of this Agreement, a “Competing Business” shall be any business in the United Kingdom States which is engaged in the sale or provision of employee benefits or other products or services of the type offered by the Company or its Affiliates (including, without limitation, life, critical illness, income protection, disability, accident, dental, vision vision, hospital indemnity, and medical stop-loss insurance products, absence management services, and technological products or hospital indemnity insuranceservices provided by the Company’s solutions business), unless the Employee’s primary duties and responsibilities with respect to such business are not related to the management, operation or provision of such products or services. Notwithstanding the requirements of this paragraph, the Employee shall not be prohibited from; (A) from owning less than 1% of any publicly traded corporation, whether or not such corporation is deemed to be a Competing Business; or (B) working in that part of a Competing Business which provides employee benefits or other products or services of a type with which the Employee was not involved or about which he did not receive any Confidential Information during the 12 months' prior to the commencement of the Restricted Period. (iii) The Employee shall not, at any time during the RSU Restricted Period, without the prior written consent of the Company, directly or indirectly, either for the Employee’s own benefit or purpose or for the benefit or purpose of any other person or entity, solicit, assist, or induce any Covered Employee to terminate his or her relationship with the Company or its Affiliates (regardless of who first initiates the communication), or help another person or entity evaluate any Covered Employee as an employment candidate candidate, or offer to employ, call on, or actively interfere with the Company’s or any Affiliate’s relationship with any Covered Employee, provided that this paragraph shall not prohibit general solicitations in the form of classified advertisements or the like in newspapers, on the internet, or in other media. For purposes of this Agreement, “Covered Employee” means an individual who is an employee, representative, or officer of the Company or any Affiliate at the time of the solicitation, assistance assistance, or inducement or as of the date of the Employee's ’s Termination of Employment and who worked closely with or was supervised by the Employee and is in possession of Confidential Information or otherwise employed in a senior, sales, management or research and development capacityEmployment.

Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. (a) The Employee acknowledges that during the course of employment or engagement with the Company and its Affiliates the Employee has received and will continue to have access and exposure to secret and proprietary information, including but not limited to information about the Company’s and its Affiliates’ business, business practices and processes, customers, and prospective customers, the value of which is derived in part from the fact that the information is not generally known to the public (“Confidential Information”). The Employee acknowledges that the Company and its Affiliates have spent significant time, effort and resources protecting the Confidential Information and that the Confidential Information has contributed to customer goodwill and is of significant competitive value to the Company and its Affiliates in the businesses in which they compete, and that the use or disclosure, even if inadvertent, of the Confidential Information to or for the benefit of a competitor would cause significant damage to the legitimate business interests of the Company and its Affiliates. Accordingly, in order to protect the legitimate business and customer goodwill interests of the Company and its Affiliates, to protect the Confidential Information against inappropriate use or disclosure, and in consideration of the grant of and the opportunity to earn the Performance Share Cash Incentive Units in accordance with the provisions of this Agreement, the Employee hereby covenants and agrees to comply with the confidentiality, non-competition, non-solicitation and non-disparagement provisions set forth in this Section 5(a) (collectively, the “PSU CIU Restrictions”). Except to the extent expressly provided otherwise below, the Employee agrees to comply with the PSU CIU Restrictions for the period commencing on the Grant Date and extending until through the later of (1) the expiration of the Performance Period, in the event of the Employee’s Termination of Employment during the Performance Period (A) by the Company as a result of job elimination or requalification, (B) by the Employee for Good Reason (if the Company has entered into a separate written agreement with the Employee providing for payments upon a Termination of Employment for Good Reason not following a Change in Control), or (C) due to the Employee’s Retirement or Disability and (2) the date that is 12 months following the earlier of: (i) Employee’s Termination of Employment for any reason or (ii) the last day on which the Employee carried out any duties for the Company and its Affiliates (such period, the “Restricted Period”). (i) The Employee will use Confidential Information gained during employment or engagement with the Company or any Affiliate for the benefit of the Company only and, without the prior written consent of the Company, shall not, at any time during the Restricted Period or thereafter, directly or indirectly, divulge, reveal or communicate any Confidential Information to any person or entity whatsoever, or use any Confidential Information for the Employee’s own benefit or for the benefit of others, other than as required by law or legal process. For purposes of the foregoing, Confidential Information shall not include information that was or is available to the Employee on a non-confidential basis from a source other than the Company or becomes generally available to the public, other than as a result of disclosure by the Employee. (ii) The Employee shall not, at any time during the Restricted Period, without the prior written consent of the Company, directly or indirectly, own, manage, operate, join, control, or participate in the ownership, management, operation or control of, or be employed by, consult with, render services for, or be connected in any other manner with, any Competing Business, whether for compensation or otherwise. For the purposes of this Agreement, a “Competing Business” shall be any business in the United Kingdom States which is engaged in the sale or provision of employee benefits or other products or services of the type offered by the Company or its Affiliates (including, without limitation, life, critical illness, income protection, disability, accident, dental, vision or vision, hospital indemnity insuranceindemnity, and medical stop-loss insurance products and leave management services), unless the Employee’s primary duties and responsibilities with respect to such business are not related to the management, operation or provision of such products or services. Notwithstanding the requirements of this paragraph, the Employee shall not be prohibited from; (A) from owning less than 1% of any publicly traded corporation, whether or not such corporation is deemed to be a Competing Business; or (B) working in that part of a Competing Business which provides employee benefits or other products or services of a type with which the Employee was not involved or about which he did not receive any Confidential Information during the 12 months' prior to the commencement of the Restricted Period. (iii) The Employee shall not, at any time during the Restricted Period, without the prior written consent of the Company, directly or indirectly, either for the Employee’s own benefit or purpose or for the benefit or purpose of any other person or entity, solicit, assist, or induce any Covered Employee to terminate his or her relationship with the Company or its Affiliates (regardless of who first initiates the communication), or help another person or entity evaluate any Covered Employee as an employment candidate candidate, or offer to employ, call on, or actively interfere with the Company’s or any Affiliate’s relationship with any Covered Employee, provided that this paragraph shall not prohibit general solicitations in the form of classified advertisements or the like in newspapers, on the internet, or in other media. For purposes of this Agreement, “Covered Employee” means an individual who is an employee, representative, or officer of the Company or any Affiliate at the time of the solicitation, assistance assistance, or inducement or as of the date of the Employee's ’s Termination of Employment and who worked closely with or was supervised by the Employee and is in possession of Confidential Information or otherwise employed in a senior, sales, management or research and development capacityEmployment.

Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. (a) The Employee acknowledges that during the course of employment or engagement with the Company and its Affiliates the Employee has received and will continue to have access and exposure to secret and proprietary information, including but not limited to information about the Company’s and its Affiliates’ business, business practices and processes, customers, and prospective customers, the value of which is derived in part from the fact that the information is not generally known to the public (“Confidential Information”). The Employee acknowledges that the Company and its Affiliates have spent significant time, effort and resources protecting the Confidential Information and that the Confidential Information has contributed to customer goodwill and is of significant competitive value to the Company and its Affiliates in the businesses in which they compete, and that the use or disclosure, even if inadvertent, of the Confidential Information to or for the benefit of a competitor would cause significant damage to the legitimate business interests of the Company and its Affiliates. Accordingly, in order to protect the legitimate business and customer goodwill interests of the Company and its Affiliates, to protect the Confidential Information against inappropriate use or disclosure, and in consideration of the grant of and the opportunity to earn vest in the Performance Share Restricted Stock Units in accordance with the provisions of this Agreement, the Employee hereby covenants and agrees to comply with the confidentiality, non-competition, non-solicitation and non-disparagement provisions set forth in this Section 5(a9(a) (collectively, the “PSU RSU Restrictions”). Except to the extent expressly provided otherwise below, the Employee agrees to comply with the PSU RSU Restrictions for the period commencing on the Grant Date and extending until through the date that is 12 months following the earlier of: (i) Employee’s Termination of Employment for any reason or (ii) the last day on which the Employee carried out any duties for the Company and its Affiliates (such period, the “RSU Restricted Period”). (i) The Employee will use Confidential Information gained during employment or engagement with the Company or any Affiliate for the benefit of the Company only and, without the prior written consent of the Company, shall not, at any time during the RSU Restricted Period or thereafter, directly or indirectly, divulge, reveal or communicate any Confidential Information to any person or entity whatsoever, or use any Confidential Information for the Employee’s own benefit or for the benefit of others, other than as required by law or legal process. For purposes of the foregoing, Confidential Information shall not include information that was or is available to the Employee on a non-confidential basis from a source other than the Company or becomes generally available to the public, other than as a result of disclosure by the Employee. (ii) The Employee shall not, at any time during the RSU Restricted Period, without the prior written consent of the Company, directly or indirectly, own, manage, operate, join, control, or participate in the ownership, management, operation or control of, or be employed by, consult with, render services for, or be connected in any other manner with, any Competing Business, whether for compensation or otherwise. For the purposes of this Agreement, a “Competing Business” shall be any business in the United Kingdom States which is engaged in the sale or provision of employee benefits or other products or services of the type offered by the Company or its Affiliates (including, without limitation, life, critical illness, income protection, disability, accident, dental, vision or vision, hospital indemnity insuranceindemnity, and medical stop-loss insurance products and leave management services), unless the Employee’s primary duties and responsibilities with respect to such business are not related to the management, operation or provision of such products or services. Notwithstanding the requirements of this paragraph, the Employee shall not be prohibited from; (A) from owning less than 1% of any publicly traded corporation, whether or not such corporation is deemed to be a Competing Business; or (B) working in that part of a Competing Business which provides employee benefits or other products or services of a type with which the Employee was not involved or about which he did not receive any Confidential Information during the 12 months' prior to the commencement of the Restricted Period. (iii) The Employee shall not, at any time during the RSU Restricted Period, without the prior written consent of the Company, directly or indirectly, either for the Employee’s own benefit or purpose or for the benefit or purpose of any other person or entity, solicit, assist, or induce any Covered Employee to terminate his or her relationship with the Company or its Affiliates (regardless of who first initiates the communication), or help another person or entity evaluate any Covered Employee as an employment candidate candidate, or offer to employ, call on, or actively interfere with the Company’s or any Affiliate’s relationship with any Covered Employee, provided that this paragraph shall not prohibit general solicitations in the form of classified advertisements or the like in newspapers, on the internet, or in other media. For purposes of this Agreement, “Covered Employee” means an individual who is an employee, representative, or officer of the Company or any Affiliate at the time of the solicitation, assistance assistance, or inducement or as of the date of the Employee's ’s Termination of Employment and who worked closely with or was supervised by the Employee and is in possession of Confidential Information or otherwise employed in a senior, sales, management or research and development capacityEmployment.

Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. (a) The Employee acknowledges that during the course of employment or engagement with the Company and its Affiliates the Employee has received and will continue to have access and exposure to secret and proprietary information, including but not limited to information about the Company’s and its Affiliates’ business, business practices and processes, customers, and prospective customers, the value of which is derived in part from the fact that the information is not generally known to the public (“Confidential Information”). The Employee acknowledges that the Company and its Affiliates have spent significant time, effort and resources protecting the Confidential Information and that the Confidential Information has contributed to customer goodwill and is of significant competitive value to the Company and its Affiliates in the businesses in which they compete, and that the use or disclosure, even if inadvertent, of the Confidential Information to or for the benefit of a competitor would cause significant damage to the legitimate business interests of the Company and its Affiliates. Accordingly, in order to protect the legitimate business and customer goodwill interests of the Company and its Affiliates, to protect the Confidential Information against inappropriate use or disclosure, and in consideration of the grant of and the opportunity to earn the Performance Share Cash Incentive Units in accordance with the provisions of this Agreement, the Employee hereby covenants and agrees to comply with the confidentiality, non-competition, non-solicitation and non-disparagement provisions set forth in this Section 5(a) (collectively, the “PSU CIU Restrictions”). Except to the extent expressly provided otherwise below, the Employee agrees to comply with the PSU CIU Restrictions for the period commencing on the Grant Date and extending until the date that is 12 months following the earlier of: (i) Employee’s Termination of Employment for any reason or (ii) the last day on which the Employee carried out any duties for the Company and its Affiliates (such period, the “Restricted Period”). (i) The Employee will use Confidential Information gained during employment or engagement with the Company or any Affiliate for the benefit of the Company only and, without the prior written consent of the Company, shall not, at any time during the Restricted Period or thereafter, directly or indirectly, divulge, reveal or communicate any Confidential Information to any person or entity whatsoever, or use any Confidential Information for the Employee’s own benefit or for the benefit of others, other than as required by law or legal process. For purposes of the foregoing, Confidential Information shall not include information that was or is available to the Employee on a non-confidential basis from a source other than the Company or becomes generally available to the public, other than as a result of disclosure by the Employee. (ii) The Employee shall not, at any time during the Restricted Period, without the prior written consent of the Company, directly or indirectly, own, manage, operate, join, control, or participate in the ownership, management, operation or control of, or be employed by, consult with, render services for, or be connected in any other manner with, any Competing Business, whether for compensation or otherwise. For the purposes of this Agreement, a “Competing Business” shall be any business in the United Kingdom which is engaged in the sale or provision of employee benefits or other products or services of the type offered by the Company or its Affiliates (including, without limitation, life, critical illness, income protection, disability, accident, dental, vision or vision, hospital indemnity insuranceindemnity, and medical stop-loss insurance products and leave management services), unless the Employee’s primary duties and responsibilities with respect to such business are (i) not related to the management, operation or provision of such products or servicesservices or (ii) related to the management, operation or provision of such products or services in territories in which the Employee was neither involved nor concerned during the 12 months prior to the Employee’s Termination of Employment or about which he was not in possession of Confidential Information as at the date of such termination; or (iii) related to the management, operation or provision of products or services with which the Employee was neither involved nor concerned during the 12 months prior to the Employee’s Termination of Employment or about which he was not in possession of Confidential Information as at the date of such termination. Notwithstanding the requirements of this paragraph, the Employee shall not be prohibited from; (A) from owning less than 1% of any publicly traded corporation, whether or not such corporation is deemed to be a Competing Business; or (B) working in that part of a Competing Business which provides employee benefits or other products or services of a type with which the Employee was not involved or about which he did not receive any Confidential Information during the 12 months' prior to the commencement of the Restricted Period. (iii) The Employee shall not, at any time during the Restricted Period, without the prior written consent of the Company, directly or indirectly, either for the Employee’s own benefit or purpose or for the benefit or purpose of any other person or entity, solicit, assist, or induce any Covered Employee to terminate his or her relationship with the Company or its Affiliates (regardless of who first initiates the communication), or help another person or entity evaluate any Covered Employee as an employment candidate candidate, or offer to employ, call on, or actively interfere with the Company’s or any Affiliate’s relationship with any Covered Employee, provided that this paragraph shall not prohibit general solicitations in the form of classified advertisements or the like in newspapers, on the internet, or in other media. For purposes of this Agreement, “Covered Employee” means an individual who is an employee, representative, or officer of the Company or any Affiliate at the time of the solicitation, assistance or inducement or as of the date of the Employee's ’s Termination of Employment and who worked closely with was employed in a senior, technical, management or research capacity or who was supervised by the Employee and is otherwise in possession of Confidential Information and, in each case, who was supervised by or otherwise employed in a senior, sales, management or research and development capacityworked with the Employee during the 12 months prior to the Employee’s Termination of Employment.

Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. (a) The Employee acknowledges that during the course of employment or engagement with the Company and its Affiliates the Employee has received and will continue to have access and exposure to secret and proprietary information, including but not limited to information about the Company’s and its Affiliates’ business, business practices and processes, customers, and prospective customers, the value of which is derived in part from the fact that the information is not generally known to the public (“Confidential Information”). The Employee acknowledges that the Company and its Affiliates have spent significant time, effort and resources protecting the Confidential Information and that the Confidential Information has contributed to customer goodwill and is of significant competitive value to the Company and its Affiliates in the businesses in which they compete, and that the use or disclosure, even if inadvertent, of the Confidential Information to or for the benefit of a competitor would cause significant damage to the legitimate business interests of the Company and its Affiliates. Accordingly, in order to protect the legitimate business and customer goodwill interests of the Company and its Affiliates, to protect the Confidential Information against inappropriate use or disclosure, and in consideration of the grant of and the opportunity to earn the Performance Share Cash Incentive Units in accordance with the provisions of this Agreement, the Employee hereby covenants and agrees to comply with the confidentiality, non-competition, non-solicitation and non-disparagement provisions set forth in this Section 5(a) (collectively, the “PSU CIU Restrictions”). Except to the extent expressly provided otherwise below, the Employee agrees to comply with the PSU CIU Restrictions for the period commencing on the Grant Date and extending until through the later of (1) the expiration of the Performance Period, in the event of the Employee’s Termination of Employment during the Performance Period (A) by the Company as a result of job elimination or requalification, (B) by the Employee for Good Reason (if the Company has entered into a separate written agreement with the Employee providing for payments upon a Termination of Employment for Good Reason not following a Change in Control), or (C) due to the Employee’s Retirement or Disability and (2) the date that is 12 months following the earlier of: (i) Employee’s Termination of Employment for any reason or (ii) the last day on which the Employee carried out any duties for the Company and its Affiliates (such period, the “Restricted Period”). (i) The Employee will use Confidential Information gained during employment or engagement with the Company or any Affiliate for the benefit of the Company only and, without the prior written consent of the Company, shall not, at any time during the Restricted Period or thereafter, directly or indirectly, divulge, reveal or communicate any Confidential Information to any person or entity whatsoever, or use any Confidential Information for the Employee’s own benefit or for the benefit of others, other than as required by law or legal process. For purposes of the foregoing, Confidential Information shall not include information that was or is available to the Employee on a non-confidential basis from a source other than the Company or becomes generally available to the public, other than as a result of disclosure by the Employee. (ii) The Employee shall not, at any time during the Restricted Period, without the prior written consent of the Company, directly or indirectly, own, manage, operate, join, control, or participate in the ownership, management, operation or control of, or be employed by, consult with, render services for, or be connected in any other manner with, any Competing Business, whether for compensation or otherwise. For the purposes of this Agreement, a “Competing Business” shall be any business in the United Kingdom States which is engaged in the sale or provision of employee benefits or other products or services of the type offered by the Company or its Affiliates (including, without limitation, life, critical illness, income protection, disability, accident, dental, vision vision, hospital indemnity, and medical stop-loss insurance products, absence management services, and technological products or hospital indemnity insuranceservices provided by the Company's solutions business), unless the Employee’s primary duties and responsibilities with respect to such business are not related to the management, operation or provision of such products or services. Notwithstanding the requirements of this paragraph, the Employee shall not be prohibited from; (A) from owning less than 1% of any publicly traded corporation, whether or not such corporation is deemed to be a Competing Business; or (B) working in that part of a Competing Business which provides employee benefits or other products or services of a type with which the Employee was not involved or about which he did not receive any Confidential Information during the 12 months' prior to the commencement of the Restricted Period. (iii) The Employee shall not, at any time during the Restricted Period, without the prior written consent of the Company, directly or indirectly, either for the Employee’s own benefit or purpose or for the benefit or purpose of any other person or entity, solicit, assist, or induce any Covered Employee to terminate his or her relationship with the Company or its Affiliates (regardless of who first initiates the communication), or help another person or entity evaluate any Covered Employee as an employment candidate candidate, or offer to employ, call on, or actively interfere with the Company’s or any Affiliate’s relationship with any Covered Employee, provided that this paragraph shall not prohibit general solicitations in the form of classified advertisements or the like in newspapers, on the internet, or in other media. For purposes of this Agreement, “Covered Employee” means an individual who is an employee, representative, or officer of the Company or any Affiliate at the time of the solicitation, assistance assistance,or inducement or as of the date of the Employee's ’s Termination of Employment and who worked closely with or was supervised by the Employee and is in possession of Confidential Information or otherwise employed in a senior, sales, management or research and development capacityEmployment.

Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. (a) The Employee acknowledges that during the course of employment or engagement with the Company and its Affiliates the Employee has received and will continue to have access and exposure to secret and proprietary information, including but not limited to information about the Company’s and its Affiliates’ business, business practices and processes, customers, and prospective customers, the value of which is derived in part from the fact that the information is not generally known to the public (“Confidential Information”). The Employee acknowledges that the Company and its Affiliates have spent significant time, effort and resources protecting the Confidential Information and that the Confidential Information has contributed to customer goodwill and is of significant competitive value to the Company and its Affiliates in the businesses in which they compete, and that the use or disclosure, even if inadvertent, of the Confidential Information to or for the benefit of a competitor would cause significant damage to the legitimate business interests of the Company and its Affiliates. Accordingly, in order to protect the legitimate business and customer goodwill interests of the Company and its Affiliates, to protect the Confidential Information against inappropriate use or disclosure, and in consideration of the grant of and the opportunity to earn vest in the Performance Share Restricted Stock Units in accordance with the provisions of this Agreement, the Employee hereby covenants and agrees to comply with the confidentiality, non-competition, non-solicitation and non-disparagement provisions set forth in this Section 5(a9(a) (collectively, the “PSU RSU Restrictions”). Except to the extent expressly provided otherwise below, the Employee agrees to comply with the PSU RSU Restrictions for the period commencing on the Grant Date and extending until through the date that is 12 months following the earlier of: (i) Employee’s Termination of Employment for any reason or (ii) the last day on which the Employee carried out any duties for the Company and its Affiliates (such period, the “RSU Restricted Period”). (i) The Employee will use Confidential Information gained during employment or engagement with the Company or any Affiliate for the benefit of the Company only and, without the prior written consent of the Company, shall not, at any time during the RSU Restricted Period or thereafter, directly or indirectly, divulge, reveal or communicate any Confidential Information to any person or entity whatsoever, or use any Confidential Information for the Employee’s own benefit or for the benefit of others, other than as required by law or legal process. For purposes of the foregoing, Confidential Information shall not include information that was or is available to the Employee on a non-confidential basis from a source other than the Company or becomes generally available to the public, other than as a result of disclosure by the Employee. (ii) The Employee shall not, at any time during the RSU Restricted Period, without the prior written consent of the Company, directly or indirectly, own, manage, operate, join, control, or participate in the ownership, management, operation or control of, or be employed by, consult with, render services for, or be connected in any other manner with, any Competing Business, whether for compensation or otherwise. For the purposes of this Agreement, a “Competing Business” shall be any business in the United Kingdom which is engaged in the sale or provision of employee benefits or other products or services of the type offered by the Company or its Affiliates (including, without limitation, life, critical illness, income protection, disability, accident, dental, vision or vision, hospital indemnity insuranceindemnity, and medical stop-loss insurance products and leave management services), unless the Employee’s primary duties and responsibilities with respect to such business are are: (i) not related to the management, operation or provision of such products or services; or (ii) related to the management, operation or provision of such products or services in territories in which the Employee was neither involved nor concerned during the 12 months prior to the Employee’s Termination of Employment or about which the Employee was not in possession of Confidential Information as at the date of such termination; or (iii) related to the management, operation or provision of products or services with which the Employee was neither involved nor concerned during the 12 months prior to the Employee’s Termination of Employment or about which the Employee was not in possession of Confidential Information as at the date of such termination. Notwithstanding the requirements of this paragraph, the Employee shall not be prohibited from; (A) from owning less than 1% of any publicly traded corporation, whether or not such corporation is deemed to be a Competing Business; or (B) working in that part of a Competing Business which provides employee benefits or other products or services of a type with which the Employee was not involved or about which he did not receive any Confidential Information during the 12 months' prior to the commencement of the Restricted Period. (iii) The Employee shall not, at any time during the RSU Restricted Period, without the prior written consent of the Company, directly or indirectly, either for the Employee’s own benefit or purpose or for the benefit or purpose of any other person or entity, solicit, assist, or induce any Covered Employee to terminate his or her relationship with the Company or its Affiliates (regardless of who first initiates the communication), or help another person or entity evaluate any Covered Employee as an employment candidate candidate, or offer to employ, call on, or actively interfere with the Company’s or any Affiliate’s relationship with any Covered Employee, provided that this paragraph shall not prohibit general solicitations in the form of classified advertisements or the like in newspapers, on the internet, or in other media. For purposes of this Agreement, “Covered Employee” means an individual who is an employee, representative, or officer of the Company or any Affiliate at the time of the solicitation, assistance or inducement or as of the date of the Employee's ’s Termination of Employment and who worked closely with was employed in a senior, technical, management or research capacity or who was supervised by the Employee and is otherwise in possession of Confidential Information and, in each case, who was supervised by or otherwise employed in a senior, sales, management or research and development capacityworked with the Employee during the 12 months prior to the Employee’s Termination of Employment.

Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. (a) The Employee acknowledges that during the course of employment or engagement with the Company and its Affiliates the Employee has received and will continue to have access and exposure to secret and proprietary information, including but not limited to information about the Company’s and its Affiliates’ business, business practices and processes, customers, and prospective customers, the value of which is derived in part from the fact that the information is not generally known to the public (“Confidential Information”). The Employee acknowledges that the Company and its Affiliates have spent significant time, effort and resources protecting the Confidential Information and that the Confidential Information has contributed to customer goodwill and is of significant competitive value to the Company and its Affiliates in the businesses in which they compete, and that the use or disclosure, even if inadvertent, of the Confidential Information to or for the benefit of a competitor would cause significant damage to the legitimate business interests of the Company and its AffiliatesCompany. Accordingly, in order to protect the legitimate business and customer goodwill interests of the Company and its Affiliates, to protect the Confidential Information against inappropriate use or disclosure, and in consideration of the grant of and the opportunity to earn the Performance Share Units in accordance with the provisions of this Agreement, the Employee hereby covenants and agrees to comply with the confidentiality, non-competition, non-solicitation and non-disparagement provisions set forth in this Section 5(a) (collectively, the “PSU Restrictions”). Except to the extent expressly provided otherwise below, the Employee agrees to comply with the PSU Restrictions for the period commencing on the Grant Date and extending until the date that is 12 months following the earlier of: (i) Employee’s Termination of Employment for any reason or (ii) the last day on which the Employee carried out any duties for the Company and its Affiliates (the “Restricted Period”). (i) The Employee will use Confidential Information gained during employment or engagement with the Company or any Affiliate for the benefit of the Company only and, without the prior written consent of the Company, shall not, at any time during the Restricted Period or thereafter, directly or indirectly, divulge, reveal or communicate any Confidential Information to any person or entity whatsoever, or use any Confidential Information for the Employee’s own benefit or for the benefit of others, other than as required by law or legal process. For purposes of the foregoing, Confidential Information shall not include information that was or is available to the Employee on a non-confidential basis from a source other than the Company or becomes generally available to the public, other than as a result of disclosure by the Employee. (ii) The Employee shall not, at any time during the Restricted Period, without the prior written consent of the Company, directly or indirectly, own, manage, operate, join, control, or participate in the ownership, management, operation or control of, or be employed by, consult with, render services for, or be connected in any other manner with, any Competing Business, whether for compensation or otherwise. For the purposes of this Agreement, a “Competing Business” shall be any business in the United Kingdom which is engaged in the sale or provision of employee benefits or other products or services of the type offered by the Company or its Affiliates (including, without limitation, life, critical illness, income protection, disability, accident, dental, vision or hospital indemnity insurance), unless the Employee’s primary duties and responsibilities with respect to such business are not related to the management, operation or provision of such products or services. Notwithstanding the requirements of this paragraph, the Employee shall not be prohibited from; (A) from owning less than 1% of any publicly traded corporation, whether or not such corporation is deemed to be a Competing Business; or (B) working in that part of a Competing Business which provides employee benefits or other products or services of a type with which the Employee was not involved or about which he did not receive any Confidential Information during the 12 months' prior to the commencement of the Restricted Period. (iii) The Employee shall not, at any time during the Restricted Period, without the prior written consent of the Company, directly or indirectly, either for the Employee’s own benefit or purpose or for the benefit or purpose of any other person or entity, solicit, assist, or induce any Covered Employee to terminate his or her relationship with the Company or its Affiliates (regardless of who first initiates the communication)Affiliates, or help another person or entity evaluate any Covered Employee as an employment candidate employ, or offer to employ, call on, or actively interfere with the Company’s or any Affiliate’s relationship with any Covered Employee, provided that this paragraph shall not prohibit general solicitations in the form of classified advertisements or the like in newspapers, on the internet, or in other media. For purposes of this Agreement, “Covered Employee” means an individual who is an employee, representative, or officer of the Company or any Affiliate at the time of the solicitation, assistance or inducement or as the date of the Employee's Termination of Employment and who worked closely with or was supervised by the Employee and is in possession of Confidential Information or otherwise employed in a senior, sales, management or research and development capacityinducement.

Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. (a) The Employee acknowledges that during the course of employment or engagement with the Company and its Affiliates the Employee has received and will continue to have access and exposure to secret and proprietary information, including but not limited to information about the Company’s and its Affiliates’ business, business practices and processes, customers, and prospective customers, the value of which is derived in part from the fact that the information is not generally known to the public (“Confidential Information”). The Employee acknowledges that the Company and its Affiliates have spent significant time, effort and resources protecting the Confidential Information and that the Confidential Information has contributed to customer goodwill and is of significant competitive value to the Company and its Affiliates in the businesses in which they compete, and that the use or disclosure, even if inadvertent, of the Confidential Information to or for the benefit of a competitor would cause significant damage to the legitimate business interests of the Company and its Affiliates. Accordingly, in order to protect the legitimate business and customer goodwill interests of the Company and its Affiliates, to protect the Confidential Information against inappropriate use or disclosure, and in consideration of the grant of and the opportunity to earn vest in the Performance Share Restricted Stock Units in accordance with the provisions of this Agreement, the Employee hereby covenants and agrees to comply with the confidentiality, non-competition, non-solicitation and non-disparagement provisions set forth in this Section 5(a9(a) (collectively, the “PSU RSU Restrictions”). Except to the extent expressly provided otherwise below, the Employee agrees to comply with the PSU RSU Restrictions for the period commencing on the Grant Date and extending until through the date that is 12 months following the earlier of: (i) Employee’s Termination of Employment for any reason or (ii) the last day on which the Employee carried out any duties for the Company and its Affiliates (such period, the “RSU Restricted Period”). (i) The Employee will use Confidential Information gained during employment or engagement with the Company or any Affiliate for the benefit of the Company only and, without the prior written consent of the Company, shall not, at any time during the RSU Restricted Period or thereafter, directly or indirectly, divulge, reveal or communicate any Confidential Information to any person or entity whatsoever, or use any Confidential Information for the Employee’s own benefit or for the benefit of others, other than as required by law or legal process. For purposes of the foregoing, Confidential Information shall not include information that was or is available to the Employee on a non-confidential basis from a source other than the Company or becomes generally available to the public, other than as a result of disclosure by the Employee. (ii) The Employee shall not, at any time during the RSU Restricted Period, without the prior written consent of the Company, directly or indirectly, own, manage, operate, join, control, or participate in the ownership, management, operation or control of, or be employed by, consult with, render services for, or be connected in any other manner with, any Competing Business, whether for compensation or otherwise. For the purposes of this Agreement, a “Competing Business” shall be any business in the United Kingdom States which is engaged in the sale or provision of employee benefits or other products or services of the type offered by the Company or its Affiliates (including, without limitation, life, critical illness, income protection, disability, accident, dental, vision vision, hospital indemnity, and medical stop-loss insurance products, absence management services, and technological products or hospital indemnity insuranceservices provided by the Company's solutions business), unless the Employee’s primary duties and responsibilities with respect to such business are not related to the management, operation or provision of such products or services. Notwithstanding the requirements of this paragraph, the Employee shall not be prohibited from; (A) from owning less than 1% of any publicly traded corporation, whether or not such corporation is deemed to be a Competing Business; or (B) working in that part of a Competing Business which provides employee benefits or other products or services of a type with which the Employee was not involved or about which he did not receive any Confidential Information during the 12 months' prior to the commencement of the Restricted Period. (iii) The Employee shall not, at any time during the RSU Restricted Period, without the prior written consent of the Company, directly or indirectly, either for the Employee’s own benefit or purpose or for the benefit or purpose of any other person or entity, solicit, assist, or induce any Covered Employee to terminate his or her relationship with the Company or its Affiliates (regardless of who first initiates the communication), or help another person or entity evaluate any Covered Employee as an employment candidate candidate, or offer to employ, call on, or actively interfere with the Company’s or any Affiliate’s relationship with any Covered Employee, provided that this paragraph shall not prohibit general solicitations in the form of classified advertisements or the like in newspapers, on the internet, or in other media. For purposes of this Agreement, “Covered Employee” means an individual who is an employee, representative, or officer of the Company or any Affiliate at the time of the solicitation, assistance assistance, or inducement or as of the date of the Employee's ’s Termination of Employment and who worked closely with or was supervised by the Employee and is in possession of Confidential Information or otherwise employed in a senior, sales, management or research and development capacityEmployment.