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

Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. All payments and benefits to the Contractor under this Agreement shall be subject to the Contractor’s compliance with the provisions of this Section 3. For purposes of this Section 3, the term “Company” shall mean Xxxxxx, Inc. and any direct or indirect wholly or majority owned subsidiary of the Company. (i) The Contractor shall not disclose or use at any time, either during the Term or thereafter, any Confidential Information (as defined below) of which the Contractor is or becomes aware, whether or not such information is developed by the Contractor, except to the extent that such disclosure or use is directly related to and required by the Contractor’s performance in good faith of duties for the Company. The Contractor will take all appropriate steps to safeguard Confidential Information in the Contractor’s possession and to protect it against disclosure, misuse, espionage, loss, and theft. The Contractor shall deliver to the Company at the end of the Term, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, and software and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company which the Contractor may then possess or have under the Contractor’s control. Notwithstanding the foregoing, the Contractor may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. (ii) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed, or obtained by the Company in connection with its business, including, but not limited to, information, observations, and data obtained by the Contractor while engaged by the Company or any predecessors thereof (including those obtained prior to the start date of the Previous Employment) concerning (i) the business or affairs of the Company (or such predecessors), (ii) products or services, (iii) fees, costs, and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs, and reports, (vii) computer software, including operating systems, applications, and program listings, (viii) flow charts, manuals, and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods, and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology, and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than through a disclosure by the Contractor in breach of this Agreement) in a form generally available to the public prior to the date the Contractor proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. All payments and benefits (a) The Employee acknowledges that in the event of the Employee’s Termination of Employment during the Performance Period due to the Contractor under Employee’s Retirement or Disability (in such event, the Employee is referred to in this Agreement Section 5 as a “Restricted Employee”), the Restricted Employee shall have the opportunity to earn the Performance Share Units in accordance with Section 1(c)(iii) above, and that, in consideration of such opportunity and the grant of the Performance Share Units, the Employee hereby covenants and agrees to comply with the following: (i) The Restricted Employee will use confidential information gained during employment 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 period extending from the date of the Restricted Employee’s Termination of Employment until the expiration of the Performance Period (the “Restricted Period”) or thereafter, directly or indirectly, divulge, reveal or communicate any confidential information to any person, firm, corporation or entity whatsoever, or use any confidential information for the Restricted 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 becomes generally available to the public, other than as a result of disclosure by the Restricted Employee. (ii) The Restricted 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 or connected in any manner with, any Competing Business, whether for compensation or otherwise. Notwithstanding the preceding sentence, the Restricted Employee shall not be prohibited from owning less than 1% of any publicly traded corporation, whether or not such corporation is deemed to be a Competing Business. For the purposes of this Agreement, a “Competing Business” shall be subject any business which is a significant competitor of the Company or any of its Affiliates, unless the Restricted Employee’s primary duties and responsibilities with respect to such business are not related to the Contractormanagement, operation or provision of disability insurance or complementary insurance products and services (including group, individual and voluntary benefits, life insurance and related products and services) in any country where the Company or any of its Affiliates is conducting business. (iii) The Restricted Employee shall not, at any time during the Restricted Period, directly or indirectly, either for the Restricted Employee’s compliance own benefit or purpose or for the benefit or purpose of any other person, solicit, assist, or induce any Covered Employees to terminate their relationships with the provisions Company or its Affiliates, 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 this Section 3classified advertisements or the like in newspapers, on the internet, or in other media. For purposes of this Section 3, the term “Company” shall mean Xxxxxx, Inc. and any direct or indirect wholly or majority owned subsidiary of the Company. (i) The Contractor shall not disclose or use at any time, either during the Term or thereafter, any Confidential Information (as defined below) of which the Contractor is or becomes aware, whether or not such information is developed by the Contractor, except to the extent that such disclosure or use is directly related to and required by the Contractor’s performance in good faith of duties for the Company. The Contractor will take all appropriate steps to safeguard Confidential Information in the Contractor’s possession and to protect it against disclosure, misuse, espionage, loss, and theft. The Contractor shall deliver to the Company at the end of the Term, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, and software and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company which the Contractor may then possess or have under the Contractor’s control. Notwithstanding the foregoing, the Contractor may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. (ii) As used in this Agreement, the term “Confidential InformationCovered Employee” means information that is not generally known to the public and that is usedan employee, developedrepresentative, officer or obtained by the Company in connection with its business, including, but not limited to, information, observations, and data obtained by the Contractor while engaged by broker of the Company or any predecessors thereof (including those obtained prior to the start date of the Previous Employment) concerning (i) the business or affairs of the Company (or such predecessors), (ii) products or services, (iii) fees, costs, and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs, and reports, (vii) computer software, including operating systems, applications, and program listings, (viii) flow charts, manuals, and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods, and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology, and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than through a disclosure by the Contractor in breach of this Agreement) in a form generally available to the public prior to the date the Contractor proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combinationAffiliate.

Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. All payments (a) Employee acknowledges that the information, observations and benefits data obtained by Employee while employed by the Company (prior to or after the Contractor under this Agreement date hereof) concerning the business or affairs of the Company or any of its Affiliates, including, without limitation, trade secrets, customer information, pricing information, financial plans, business plans, business concepts, supplier information, know-how and intellectual property and materials related thereto (the “Confidential Information”) shall be subject the property of the Company or such Affiliate. Confidential Information shall not include information known to the ContractorEmployee prior to Employee’s compliance employment with the provisions of this Section 3Company, or information generally known in the industry. For purposes of this Section 3Therefore, the term “Company” shall mean Xxxxxx, Inc. and any direct or indirect wholly or majority owned subsidiary of the Company. (i) The Contractor Employee agrees that Employee shall not disclose to any unauthorized person or use at any time, either during the Term or thereafter, for Employee’s own purposes any Confidential Information (as defined below) without the prior written consent of which the Contractor is or becomes awareBoard, whether or not such information is developed by the Contractor, except unless and to the extent that the disclosure of Confidential Information is made in response to a valid order of a court or other governmental body, or was otherwise required by law; provided, that, in such case, Employee shall be required to provide the Company prompt advance notice of any such disclosure or and shall use is directly related commercially reasonable efforts to and required by limit the Contractor’s performance in good faith extent of duties for the Companysuch disclosure. The Contractor will take all appropriate steps to safeguard Confidential Information in the Contractor’s possession and to protect it against disclosure, misuse, espionage, loss, and theft. The Contractor Employee shall deliver to the Company at the end termination of the TermEmployment Period, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information or the Information, Work Product (as hereinafter defineddefined below) of or the business of the Company or any Affiliate which the Contractor Employee may then possess or have under the ContractorEmployee’s control. Notwithstanding the foregoing, the Contractor may truthfully respond to a lawful and valid subpoena whether physical or other legal processelectronic, but shall give without retaining any copies of such materials. (b) Employee acknowledges that during Employee’s employment with the Company Employee has and will become familiar with the earliest possible notice thereofCompany’s trade secrets and with other Confidential Information concerning the Company and its Affiliates and that Employee’s services shall be of special, shall, as much in advance of the return date as possible, make available unique and extraordinary value to the Company and its counsel the documents Affiliates. Employee further acknowledges and other information sought, and shall assist agrees that the Company and its Affiliates would be irreparably damaged if Employee were to provide services to any Person competing with the Company or engaged in a similar business and that such counsel competition by Employee would result in resisting a significant loss of goodwill by the Company. Therefore, in further consideration of the compensation to be paid to Employee hereunder and any other consideration paid to Employee under any other agreement with the Company, Employee agrees that during the period commencing on the date hereof and ending on the first anniversary of the date of termination of the Employment Period, Employee shall not, directly or indirectly, engage in Competition (as defined below). The Employee shall be deemed to be engaging in “Competition” if he, directly or indirectly, anywhere in the continental United States where the Company conducts business or has plans to conduct business, owns, manages, operates, controls or participates in the ownership, management, operation or control of or is connected as an officer, employee, partner, director, consultant or otherwise responding with, or has any financial interest in, any business (whether through a corporation or other entity) engaged in any business activity that could be deemed to such processbe competitive with one or more of the principal lines of business conducted by the Company or its Affiliates. Ownership for personal investment purposes only of less than 2% of the voting stock of any publicly held corporation shall not constitute a violation hereof. (c) In further consideration of the compensation to be paid to Employee as described in Section 7(b) above, for so long as Employee has continuing obligations under Section 7(b) above, Employee shall not, directly or indirectly through another Person, (i) induce or attempt to induce any employee or consultant of the Company or any of its Affiliates to leave the employ or services of the Company or any of its Affiliates, or in any way interfere with the relationship between the Company or any of its Affiliates and any employee or consultant thereof, or (ii) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed, or obtained by solicit any customer of the Company in connection or any of its Affiliates to provide products or services that compete with its business, including, but not limited to, information, observations, and data obtained by the Contractor while engaged those offered (or for which there are specific plans to offer) by the Company or any predecessors thereof of its Affiliates, to induce such customer to cease doing business with, or reduce the amount of business conducted with, the Company or its Affiliates, or in any way interfere with the relationship between any such customer and the Company or any of its Affiliates. (including those obtained prior d) In further consideration of the compensation to be paid to Employee as described in Section 7(b) above, for so long as Employee has continuing obligations under Section 7(b) above, Employee shall not, in any communications with the press or other media or any communications with any customer, client, supplier or other current or prospective business relations of the other party, criticize, ridicule or make any statement which disparages or is derogatory to the start date Company, any of its Affiliates, or any of their shareholders, members, partners, directors, managers, officers, employees, or agents of the Previous EmploymentCompany or any of the Company’s Affiliates or Subsidiaries. (e) concerning If, at the time of enforcement of the covenants contained in this Section 7 (the “Restrictive Covenants”), a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Employee has consulted with legal counsel regarding the Restrictive Covenants and based on such consultation has determined and hereby acknowledges that the Restrictive Covenants are reasonable in terms of duration, scope and area restrictions and are necessary to protect the goodwill of the Company and its Affiliates, or the Employee in the case of Section 7(d). (f) If Employee breaches any of the Restrictive Covenants, the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the others and severally enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity: (i) the business right and remedy to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction (without posting a bond), it being agreed that any breach or affairs threatened breach of the Restrictive Covenants would cause irreparable injury to the Company (or such predecessors)and its Affiliates and that money damages would not provide an adequate remedy to the Company, and (ii) products the right and remedy to require Employee to account for and pay over to the Company and its Affiliates any profits, monies, accruals, increments or servicesother benefits derived or received by Employee as the result of any transactions constituting a breach of the Restrictive Covenants. In the event of any breach or violation by Employee of any of the Restrictive Covenants, the time period of such covenant with respect to such Person shall be tolled until such breach or violation is resolved. (iiig) feesEmployee acknowledges that the obligations contained in this Section 7 are independent of any other obligations contained in this Agreement, costs, and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs, and reports, (vii) computer software, including operating systems, applications, and program listings, (viii) flow charts, manuals, and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods, and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) such that they will remain in effect notwithstanding any claim by Employee that the Company has breached any other copyrightable works, (xiv) all production methods, processes, technology, and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than through a disclosure by the Contractor in breach provision of this Agreement) in a form generally available to the public prior to the date the Contractor proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. All payments (a) The Employee acknowledges that in consideration of the grant of and benefits the opportunity to earn the Contractor under this Agreement shall be subject to the Contractor’s compliance Performance Share Units in accordance with the provisions of this Section 3. For purposes of 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 35(a) (collectively, the term “Company” shall mean XxxxxxPSU Restrictions”). Except to the extent expressly provided otherwise below, Inc. the Employee agrees to comply with the PSU Restrictions for the period commencing on the Grant Date and any direct or indirect wholly or majority owned subsidiary extending through the later of (1) the expiration of the CompanyPerformance 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 Employee’s Termination of Employment for any reason (such period, the “Restricted Period”). (i) The Contractor Employee will use confidential information gained during employment with the Company or any Affiliate for the benefit of the Company only and, without the prior written consent of the Company, shall not disclose or use not, at any time, either time during the Term Restricted Period or thereafter, directly or indirectly, divulge, reveal or communicate any Confidential Information confidential information to any person, firm, corporation 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 becomes generally available to the public, other than as a result of disclosure by the Employee. (as defined belowii) The Employee shall not, at any time during the Restricted Period, without the prior written consent of which the Contractor is Company, directly or becomes awareindirectly, own, manage, operate, join, control, or participate in the ownership, management, operation or control of, or be employed by or connected in any manner with, any Competing Business, whether for compensation or otherwise. Notwithstanding the preceding sentence, the Employee shall not be prohibited from owning less than 1% of any publicly traded corporation, whether or not such information corporation is developed by deemed to be a Competing Business. For the Contractor, except to the extent that such disclosure or use is directly related to and required by the Contractor’s performance in good faith purposes of duties for the Company. The Contractor will take all appropriate steps to safeguard Confidential Information in the Contractor’s possession and to protect it against disclosure, misuse, espionage, loss, and theft. The Contractor shall deliver to the Company at the end of the Term, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, and software and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company which the Contractor may then possess or have under the Contractor’s control. Notwithstanding the foregoing, the Contractor may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. (ii) As used in this Agreement, the term a “Confidential InformationCompeting Business” means information that shall be any business which is not generally known to the public and that is used, developed, or obtained by the Company in connection with its business, including, but not limited to, information, observations, and data obtained by the Contractor while engaged by a significant competitor of the Company or any predecessors thereof of its Affiliates, unless the Employee’s primary duties and responsibilities with respect to such business are not related to the management, operation or provision of disability insurance or complementary insurance products and services (including those obtained prior to the start date of the Previous Employmentgroup, individual and voluntary benefits, life insurance and related products and services) concerning (i) the business or affairs of in any country where the Company (or such predecessors), (ii) products or services, any of its Affiliates is conducting business. (iii) feesThe Employee shall not, costsat any time during the Restricted Period, and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs, and reports, (vii) computer software, including operating systems, applications, and program listings, (viii) flow charts, manuals, and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods, and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology, and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than through a disclosure by without the Contractor in breach of this Agreement) in a form generally available to the public prior to the date the Contractor proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions written consent of the information have been separately publishedCompany, but only if all material features comprising such information have been published directly or indirectly, either for the Employee’s own benefit or purpose or for the benefit or purpose of any other person, solicit, assist, or induce any Covered Employee to terminate his or her relationship with the Company or its Affiliates, 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 combination.the form of classified advertisements 3

Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. All payments (a) In signing this Agreement, Executive promises and benefits affirms that Executive shall hold in the strictest confidence and take all reasonable precautions to the Contractor under this Agreement shall be subject to the Contractor’s compliance with the provisions prevent any unauthorized use or disclosure of this Section 3. For purposes of this Section 3, the term “Company” shall mean Xxxxxx, Inc. and any direct or indirect wholly or majority owned subsidiary of the Company. (i) The Contractor shall not disclose or use at any time, either during the Term or thereafter, any Company Confidential Information (as defined below). Executive will not (i) use Company Confidential Information for any purpose whatsoever other than for the benefit of the Company, or (ii) disclose Company Confidential Information to any third party without the prior written authorization of a named Officer of the Company. Prior to disclosure, when compelled by applicable law, Executive will provide prior written notice to the CEO, CFO and General Counsel of the Company (as applicable). Executive agrees that Executive obtains no title to any Company Confidential Information, and that the Company retains all Company Confidential Information as the sole property of the Company. Nothing in this Agreement prevents Executive from engaging in protected activity, as described in Sections 4(b) or 5(d) herein. (b) As used herein, “Company Confidential Information” means all information (including any and all combinations of individual items of information) that the Company has or will develop, acquire, create, compile, discover or own, that has value in or to the Company's business which is not generally known and which the Company wishes to maintain as confidential. Company Confidential Information includes both information disclosed by the Company to Executive, and information developed or learned by Executive during the course of his employment with the Company. Company Confidential Information also includes all information of which the Contractor is or becomes awareunauthorized disclosure could be detrimental to the interests of the Company, whether or not such information is developed by the Contractoridentified as Company Confidential Information. By example, except and without limitation, Company Confidential Information is any and all non-public information that relates to the extent that such disclosure actual or use is directly related to and required by the Contractor’s performance in good faith anticipated business and/or products, research or development of duties for the Company. The Contractor will take all appropriate steps to safeguard Confidential Information in the Contractor’s possession and to protect it against disclosure, misuse, espionage, loss, and theft. The Contractor shall deliver or to the Company at the end of the TermCompany's technical data, trade secrets, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, and software and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company which the Contractor may then possess or have under the Contractor’s control. Notwithstanding the foregoing, the Contractor may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. (ii) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed, or obtained by the Company in connection with its businessknow-how, including, but not limited to, research, product plans, or other information regarding the Company's products or services and markets therefor, internal customer lists, software, developments, inventions, discoveries, ideas, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, observationsmarketing, finances, and data obtained by the Contractor while engaged other business information disclosed by the Company either directly or indirectly in writing, orally or by drawings or inspection of premises, parts, equipment, or other Company property. Notwithstanding the foregoing, Company Confidential Information shall not include any predecessors thereof such information which Executive can establish (including those obtained i) was publicly known or made generally available prior to the start date time of the Previous Employment) concerning (i) the business or affairs of disclosure by the Company (to Executive; or such predecessors), (ii) products becomes publicly known or services, (iii) fees, costs, and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs, and reports, (vii) computer software, including operating systems, applications, and program listings, (viii) flow charts, manuals, and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods, and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology, and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than through a made generally available after disclosure by the Contractor in breach of this Agreement) in a form generally available Company to the public prior to the date the Contractor proposes to disclose Executive through no wrongful action or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combinationomission by Executive.

Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. All payments (a) Employee acknowledges that the information, observations and benefits data obtained by Employee while employed by the Company (prior to or after the Contractor under this Agreement date hereof) concerning the business or affairs of the Company or any of its Affiliates, including, without limitation, trade secrets, customer information, pricing information, financial plans, business plans, business concepts, supplier information, know-how and intellectual property and materials related thereto (the “Confidential Information”) shall be subject the property of the Company or such Affiliate. Confidential Information shall not include information known to the ContractorEmployee prior to Employee’s compliance employment with the provisions of this Section 3Company, or information generally known in the industry. For purposes of this Section 3Therefore, the term “Company” shall mean Xxxxxx, Inc. and any direct or indirect wholly or majority owned subsidiary of the Company. (i) The Contractor Employee agrees that Employee shall not disclose to any unauthorized person or use at any time, either during the Term or thereafter, for Employee’s own purposes any Confidential Information (as defined below) without the prior written consent of which the Contractor is or becomes awareBoard, whether or not such information is developed by the Contractor, except unless and to the extent that the disclosure of Confidential Information is made in response to a valid order of a court or other governmental body, or was otherwise required by law; provided, that, in such case, Employee shall be required to provide the Company prompt advance notice of any such disclosure or and shall use is directly related commercially reasonable efforts to and required by limit the Contractor’s performance in good faith extent of duties for the Companysuch disclosure. The Contractor will take all appropriate steps to safeguard Confidential Information in the Contractor’s possession and to protect it against disclosure, misuse, espionage, loss, and theft. The Contractor Employee shall deliver to the Company at the end termination of the TermEmployment Period, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information or the Information, Work Product (as hereinafter defineddefined below) of or the business of the Company or any Affiliate which the Contractor Employee may then possess or have under the ContractorEmployee’s control. Notwithstanding the foregoing, the Contractor may truthfully respond to a lawful and valid subpoena whether physical or other legal processelectronic, but shall give without retaining any copies of such materials. (b) Employee acknowledges that during Employee’s employment with the Company Employee has and will become familiar with the earliest possible notice thereofCompany’s trade secrets and with other Confidential Information concerning the Company and its Affiliates and that Employee’s services shall be of special, shall, as much in advance of the return date as possible, make available unique and extraordinary value to the Company and its counsel the documents Affiliates. Employee further acknowledges and other information sought, and shall assist agrees that the Company and its Affiliates would be irreparably damaged if Employee were to provide services to any Person competing with the Company or engaged in a similar business and that such counsel competition by Employee would result in resisting a significant loss of goodwill by the Company. Therefore, in further consideration of the compensation to be paid to Employee hereunder and any other consideration paid to Employee under any other agreement with the Company, Employee agrees that during the period commencing on the date hereof and ending on the first anniversary of the date of termination of the Employment Period, Employee shall not, directly or indirectly, engage in Competition (as defined below). The Employee shall be deemed to be engaging in “Competition” if he, directly or indirectly, anywhere in the continental United States where the Company conducts business or has plans to conduct business, owns, manages, operates, controls or participates in the ownership, management, operation or control of or is connected as an officer, employee, partner, director, consultant or otherwise responding with, or has any financial interest in, any business (whether through a corporation or other entity) engaged in any business activity that could be deemed to such processbe competitive with one or more of the principal lines of business conducted by the Company or its Affiliates. Ownership for personal investment purposes only of less than 2% of the voting stock of any publicly held corporation shall not constitute a violation hereof. (c) In further consideration of the compensation to be paid to Employee hereunder and any other consideration paid to Employee under any other agreement with the Company, for so long as Employee has continuing obligations under Section 7(b) above, Employee shall not, directly or indirectly through another Person, (i) induce or attempt to induce any employee or consultant of the Company or any of its Affiliates to leave the employ or services of the Company or any of its Affiliates, or in any way interfere with the relationship between the Company or any of its Affiliates and any employee or consultant thereof, or (ii) As used in this Agreementsolicit any customer, the term “Confidential Information” means information that is not generally known to the public and that is used, developed, client or obtained by supplier of the Company in connection or any of its Affiliates to provide products or services that compete with its business, including, but not limited to, information, observations, and data obtained by the Contractor while engaged those offered (or for which there are specific plans to offer) by the Company or any predecessors thereof of its Affiliates, to induce such customer, client or supplier to cease doing business with, or reduce the amount of business conducted with, the Company or its Affiliates, or in any way interfere with the relationship between any such customer and the Company or any of its Affiliates. (including those obtained prior d) In further consideration of the compensation to be paid to Employee hereunder and any other consideration paid to Employee under any other agreement with the Company, for so long as Employee has continuing obligations under Section 7(b) above, Employee shall not, in any communications with the press or other media or any communications with any customer, client, supplier or other current or prospective business relations of the other party, criticize, ridicule or make any statement which disparages or is derogatory to the start date Company, any of its Affiliates, or any of their shareholders, members, partners, directors, managers, officers, employees, or agents of the Previous EmploymentCompany or any of the Company’s Affiliates or Subsidiaries. (e) concerning If, at the time of enforcement of the covenants contained in this Section 7 (the “Restrictive Covenants”), a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Employee has consulted with legal counsel regarding the Restrictive Covenants and based on such consultation has determined and hereby acknowledges that the Restrictive Covenants are reasonable in terms of duration, scope and area restrictions and are necessary to protect the goodwill of the Company and its Affiliates, or the Employee in the case of Section 7(d). (f) If Employee breaches any of the Restrictive Covenants, the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the others and severally enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity: (i) the business right and remedy to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction (without posting a bond), it being agreed that any breach or affairs threatened breach of the Restrictive Covenants would cause irreparable injury to the Company (or such predecessors)and its Affiliates and that money damages would not provide an adequate remedy to the Company, and (ii) products the right and remedy to require Employee to account for and pay over to the Company and its Affiliates any profits, monies, accruals, increments or servicesother benefits derived or received by Employee as the result of any transactions constituting a breach of the Restrictive Covenants. In the event of any breach or violation by Employee of any of the Restrictive Covenants, the time period of such covenant with respect to such Person shall be tolled until such breach or violation is resolved. (iiig) feesEmployee acknowledges that the obligations contained in this Section 7 are independent of any other obligations contained in this Agreement, costs, and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs, and reports, (vii) computer software, including operating systems, applications, and program listings, (viii) flow charts, manuals, and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods, and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) such that they will remain in effect notwithstanding any claim by Employee that the Company has breached any other copyrightable works, (xiv) all production methods, processes, technology, and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than through a disclosure by the Contractor in breach provision of this Agreement. (h) Employee understands that nothing contained in this Agreement or any other agreement between the Company or its Affiliates and Employee limits Employee’s ability to report possible violations of law or regulation to, or file a charge or complaint with, the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Department of Justice, the Congress, any Inspector General, or any other federal, state or local governmental agency or commission (“Government Agencies”). Employee further understands that this Agreement does not limit Executive’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. This Agreement shall not limit Executive’s ability under applicable U.S. Federal law to (i) disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law or (ii) disclose trade secrets in a form generally available to the public prior to the date the Contractor proposes to disclose document filed in a lawsuit or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately publishedother proceeding, but only if all material features comprising such information have been published in combinationthe filing is made under seal and protected from public disclosure.

Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. All payments (a) Employee acknowledges that the information, observations and benefits data obtained by Employee while employed by the Company (prior to or after the Contractor under this Agreement date hereof) concerning the business or affairs of the Company or any of its Affiliates, including, without limitation, trade secrets, customer information, pricing information, financial plans, business plans, business concepts, supplier information, know-how and intellectual property and materials related thereto (the “Confidential Information”) shall be subject the property of the Company or such Affiliate. Confidential Information shall not include information known to the ContractorEmployee prior to Employee’s compliance employment with the provisions of this Section 3Company, or information generally known in the industry. For purposes of this Section 3Therefore, the term “Company” shall mean Xxxxxx, Inc. and any direct or indirect wholly or majority owned subsidiary of the Company. (i) The Contractor Employee agrees that Employee shall not disclose to any unauthorized person or use at any time, either during the Term or thereafter, for Employee’s own purposes any Confidential Information (as defined below) without the prior written consent of which the Contractor is or becomes awareBoard, whether or not such information is developed by the Contractor, except unless and to the extent that the disclosure of Confidential Information is made in response to a valid order of a court or other governmental body, or was otherwise required by law; provided, that, in such case, Employee shall be required to provide the Company prompt advance notice of any such disclosure or and shall use is directly related commercially reasonable efforts to and required by limit the Contractor’s performance in good faith extent of duties for the Companysuch disclosure. The Contractor will take all appropriate steps to safeguard Confidential Information in the Contractor’s possession and to protect it against disclosure, misuse, espionage, loss, and theft. The Contractor Employee shall deliver to the Company at the end termination of the TermEmployment Period, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information or the Information, Work Product (as hereinafter defineddefined below) of or the business of the Company or any Affiliate which the Contractor Employee may then possess or have under the ContractorEmployee’s control. Notwithstanding the foregoing, the Contractor may truthfully respond to a lawful and valid subpoena whether physical or other legal processelectronic, but shall give without retaining any copies of such materials. (b) Employee acknowledges that during Employee’s employment with the Company Employee will become familiar with the earliest possible notice thereofCompany’s trade secrets and with other Confidential Information concerning the Company and its Affiliates and that Employee’s services shall be of special, shall, as much in advance of the return date as possible, make available unique and extraordinary value to the Company and its counsel the documents Affiliates. Employee further acknowledges and other information sought, and shall assist agrees that the Company and its Affiliates would be irreparably damaged if Employee were to provide services to any Person competing with the Company or engaged in a similar business and that such counsel competition by Employee would result in resisting a significant loss of goodwill by the Company. Therefore, in further consideration of the compensation to be paid to Employee hereunder and any other consideration paid to Employee under any other agreement with the Company, Employee agrees that during the period commencing on the date hereof and ending on the first anniversary of the date of termination of the Employment Period, Employee shall not, directly or indirectly, engage in Competition (as defined below). The Employee shall be deemed to be engaging in “Competition” if he, directly or indirectly, anywhere in the continental United States where the Company conducts business or has plans to conduct business, owns, manages, operates, controls or participates in the ownership, management, operation or control of or is connected as an officer, employee, partner, director, consultant or otherwise responding to such processwith, or has any financial interest in, any business (whether through a corporation or other entity) engaged in any business activity that competes with one or more of the principal lines of business conducted by the Company or its Affiliates. Ownership for personal investment purposes only of less than 2% of the voting stock of any publicly held corporation shall not constitute a violation hereof. (c) In further consideration of the compensation to be paid to Employee as described in Section 7(b) above, for so long as Employee has continuing obligations under Section 7(b) above, Employee shall not, directly or indirectly through another Person, (i) induce or attempt to induce any employee or consultant of the Company or any of its Affiliates to leave the employ or services of the Company or any of its Affiliates, or in any way interfere with the relationship between the Company or any of its Affiliates and any employee or consultant thereof, or (ii) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed, or obtained by solicit any customer of the Company in connection or any of its Affiliates to provide products or services that compete with its business, including, but not limited to, information, observations, and data obtained by the Contractor while engaged those offered (or for which there are specific plans to offer) by the Company or any predecessors thereof of its Affiliates, to induce such customer to cease doing business with, or reduce the amount of business conducted with, the Company or its Affiliates, or in any way interfere with the relationship between any such customer and the Company or any of its Affiliates. (including those obtained prior d) In further consideration of the compensation to be paid to Employee as described in Section 7(b) above, for so long as Employee has continuing obligations under Section 7(b) above, (1) Employee shall not, in any communications with the press or other media or any communications with any customer, client, supplier or other current or prospective business relations of the other party, criticize, ridicule or make any statement which disparages or is derogatory to the start date Company, any of its Affiliates, or any of their directors, officers, or executives and (2) the Company shall use its best efforts to ensure that the members of its Board and its senior executive officers do not make any statements which disparage or are derogatory with respect to Employee. (e) If, at the time of enforcement of the Previous Employmentcovenants contained in this Section 7 (the “Restrictive Covenants”), a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (f) concerning (i) the business or affairs If Employee breaches any of the Restrictive Covenants, the Company (or such predecessors)shall, (ii) products or services, (iii) fees, costsin addition to, and pricing structuresnot in lieu of, (iv) designs, (v) analyses, (vi) drawings, photographs, any other rights and reports, (vii) computer software, including operating systems, applications, and program listings, (viii) flow charts, manuals, and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods, and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology, and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than through a disclosure by the Contractor in breach of this Agreement) in a form generally remedies available to the public prior Company at law or in equity, have the right to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction (without posting a bond), it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to the date Company and its Affiliates and that money damages would not provide an adequate remedy to the Contractor proposes to disclose Company. In the event of any breach or use such information. Confidential Information will not be deemed to have been published merely because individual portions violation by Employee of any of the information have been separately publishedRestrictive Covenants, but only if all material features comprising the time period of such information have been published in combinationcovenant with respect to such Person shall be tolled until such breach or violation is resolved.

Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. All payments and benefits (a) The Employee acknowledges that in the event of the Employee’s Termination of Employment during the Performance Period due to the Contractor under Employee’s Retirement or Disability (in such event, the Employee is referred to in this Agreement Section 5 as a “Restricted Employee”), the Restricted Employee shall have the opportunity to earn the Performance Share Units in accordance with Section 1(c)(iii) above, and that, in consideration of such opportunity and the grant of the Performance Share Units, the Employee hereby covenants and agrees to comply with the following: (i) The Restricted Employee will use confidential information gained during employment 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 period extending from the date of the Restricted Employee’s Termination of Employment until the expiration of the Performance Period (the “Restricted Period”) or thereafter, directly or indirectly, divulge, reveal or communicate any confidential information to any person, firm, corporation or entity whatsoever, or use any confidential information for the Restricted 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 becomes generally available to the public, other than as a result of disclosure by the Restricted Employee. (ii) The Restricted 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 or connected in any manner with, any Competing Business, whether for compensation or otherwise. Notwithstanding the preceding sentence, the Restricted Employee shall not be prohibited from owning less than 1% of any publicly traded corporation, whether or not such corporation is deemed to be a Competing Business. For the purposes of this Agreement, a “Competing Business” shall be subject any business which is a significant competitor of the Company or any of its Affiliates, unless the Restricted Employee’s primary duties and responsibilities with respect to such business are not related to the Contractormanagement, operation or provision of disability insurance or complementary insurance products and services (including group, individual and voluntary benefits, life insurance and related products and services) in any country where the Company or any of its Affiliates is conducting business. (iii) The Restricted Employee shall not, at any time during the Restricted Period, directly or indirectly, either for the Restricted Employee’s compliance own benefit or purpose or for the benefit or purpose of any other person, solicit, assist, or induce any Covered Employees to terminate their relationships with the provisions Company or its Affiliates, 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 this Section 3classified advertisements or the like in newspapers, on the internet, or in other media. For purposes of this Section 3, the term “Company” shall mean Xxxxxx, Inc. and any direct or indirect wholly or majority owned subsidiary of the Company. (i) The Contractor shall not disclose or use at any time, either during the Term or thereafter, any Confidential Information (as defined below) of which the Contractor is or becomes aware, whether or not such information is developed by the Contractor, except to the extent that such disclosure or use is directly related to and required by the Contractor’s performance in good faith of duties for the Company. The Contractor will take all appropriate steps to safeguard Confidential Information in the Contractor’s possession and to protect it against disclosure, misuse, espionage, loss, and theft. The Contractor shall deliver to the Company at the end of the Term, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, and software and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company which the Contractor may then possess or have under the Contractor’s control. Notwithstanding the foregoing, the Contractor may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. (ii) As used in this Agreement, the term “Confidential InformationCovered Employee” means information that is not generally known to the public and that is usedan representative, developed, officer or obtained by the Company in connection with its business, including, but not limited to, information, observations, and data obtained by the Contractor while engaged by broker of the Company or any predecessors thereof (including those obtained prior to the start date of the Previous Employment) concerning (i) the business or affairs of the Company (or such predecessors), (ii) products or services, (iii) fees, costs, and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs, and reports, (vii) computer software, including operating systems, applications, and program listings, (viii) flow charts, manuals, and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods, and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology, and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than through a disclosure by the Contractor in breach of this Agreement) in a form generally available to the public prior to the date the Contractor proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combinationAffiliate.

Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. All payments (a) Executive recognizes and benefits acknowledges that Executive has certain confidential and proprietary information and trade secrets of the Company and its Subsidiaries including, without limitation, customer information, pricing information, financial plans, business plans, business concepts, supplier information, know-how and intellectual property and materials related thereto (the “Confidential Information”). Executive agrees that Executive will not, directly or indirectly, take commercial or proprietary advantage of or profit from any Confidential Information or disclose Confidential Information to the Contractor under this Agreement shall be subject to the Contractorany Person for any reason or purpose whatsoever, except in connection with carrying out Executive’s compliance with the provisions of this Section 3. For purposes of this Section 3, the term “Company” shall mean Xxxxxx, Inc. and any direct or indirect wholly or majority owned subsidiary duties as an employee of the Company, and as is required to be disclosed by an order or by applicable law; provided, that Executive shall be required to provide the Company prompt notice of any such disclosure and shall use commercially reasonable efforts to limit the extent of such disclosure. (ib) The Contractor Executive hereby acknowledges that Executive is familiar with the Company’s Confidential Information. Executive acknowledges and agrees that the Company and its Subsidiaries would be irreparably damaged if Executive were to provide services to any Person competing with the Company or its Subsidiaries or engaged in a similar business and that such competition by Executive would result in a significant loss of goodwill by the Company and its Subsidiaries. Therefore, Executive agrees that during the period commencing on the date hereof and ending on the second anniversary of the date of termination of the Employment Period, Executive shall not disclose directly or use at indirectly own any timeinterest in, either during the Term manage, control, participate in (whether as an officer, director, manager, employee, partner, equity holder, member, agent, representative or thereafterotherwise), consult with, render services for, or in any Confidential Information (as defined below) of which the Contractor is other manner engage in any business engaged directly or becomes awareindirectly, whether or not such information is developed by the Contractor, except to the extent that such disclosure or use is directly related to and required by the Contractor’s performance in good faith of duties for the Company. The Contractor will take all appropriate steps to safeguard Confidential Information anywhere in the Contractor’s possession and to protect it against disclosureUnited States of America, misuse, espionage, loss, and theft. The Contractor shall deliver to the Company at the end of the Term, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, and software and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of in the business of the Company or its Subsidiaries is currently conducted or as will be conducted during the term of this Agreement. (c) For so long as Executive has continuing obligations under Section 5(b) above, Executive shall not directly, or indirectly through another Person, (i) induce or attempt to induce any employee or consultant of the Company or any of its Subsidiaries to leave the employ or services of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee or consultant thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during the six (6) month period immediately prior to the date on which such hiring would take place (it being conclusively presumed by the Contractor may then possess parties so as to avoid any disputes under this Section 5(c) that any such hiring within such six (6) month period is in violation of clause (i) above) or have under (iii) call on, solicit or service any customer, supplier, licensee, licensor or other business relation of the Contractor’s control. Notwithstanding Company or its Subsidiaries in order to induce or attempt to induce such Person to cease doing business with, or reduce the foregoingamount of business conducted with, the Contractor may truthfully respond to a lawful and valid subpoena Company or its Subsidiaries, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation of the Company or its Subsidiaries. (d) For so long as Executive has continuing obligations under Section 5(b) above, Executive shall not, in any communications with the press or other legal processmedia or any communications with any customer, but shall give client or supplier of the Company the earliest possible notice thereofor any of its Subsidiaries criticize, shall, as much in advance ridicule or make any statement which disparages or is derogatory of the return date as possibleCompany or any of its Subsidiaries or any of their respective directors, managers, or officers. Executive shall not engage in any form of conduct or make any statements or representations that disparage, portray in a negative light, or otherwise impair the reputation, goodwill or commercial interests of the Company, or its past, present and future Subsidiaries, divisions, affiliates, successors, officers, directors, managers, attorneys, agents or employees. (e) If, at the time of enforcement of the covenants contained in this Section 5 (the “Restrictive Covenants”), a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive has consulted with legal counsel regarding the Restrictive Covenants and based on such consultation has determined and hereby acknowledges that the Restrictive Covenants are reasonable in terms of duration, scope and area restrictions and are necessary to protect the goodwill of the Company and its Subsidiaries. (f) If Executive breaches any of the Restrictive Covenants, the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the others and severally enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity: (i) the right and remedy to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction (without posting a bond), it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to the Company and its counsel Subsidiaries and that money damages would not provide an adequate remedy to the documents Company; and other information sought, (ii) the right and shall assist remedy to require such Person to account for and pay over to the Company and its Subsidiaries any profits, monies, accruals, increments or other benefits derived or received by such counsel in resisting Person as the result of any transactions constituting a breach of the Restrictive Covenants. In the event of any breach or otherwise responding violation by Executive of any of the Restrictive Covenants, the time period of such covenant with respect to such processPerson shall be tolled until such breach or violation is resolved. (ii) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed, or obtained by the Company in connection with its business, including, but not limited to, information, observations, and data obtained by the Contractor while engaged by the Company or any predecessors thereof (including those obtained prior to the start date of the Previous Employment) concerning (i) the business or affairs of the Company (or such predecessors), (ii) products or services, (iii) fees, costs, and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs, and reports, (vii) computer software, including operating systems, applications, and program listings, (viii) flow charts, manuals, and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods, and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology, and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than through a disclosure by the Contractor in breach of this Agreement) in a form generally available to the public prior to the date the Contractor proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. All payments (a) The Employee acknowledges that in consideration of the grant of and benefits the opportunity to earn the Contractor under this Agreement shall be subject to the Contractor’s compliance Performance Share Units in accordance with the provisions of this Section 3. For purposes of 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 35(a) (collectively, the term “Company” shall mean XxxxxxPSU Restrictions”). Except to the extent expressly provided otherwise below, Inc. the Employee agrees to comply with the PSU Restrictions for the period commencing on the Grant Date and any direct or indirect wholly or majority owned subsidiary extending through the later of (1) the expiration of the CompanyPerformance 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 Employee’s Termination of Employment for any reason (such period, the “Restricted Period”). (i) The Contractor Employee will use confidential information gained during employment with the Company or any Affiliate for the benefit of the Company only and, without the prior written consent of the Company, shall not disclose or use not, at any time, either time during the Term Restricted Period or thereafter, directly or indirectly, divulge, reveal or communicate any Confidential Information confidential information to any person, firm, corporation 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 becomes generally available to the public, other than as a result of disclosure by the Employee. (as defined belowii) The Employee shall not, at any time during the Restricted Period, without the prior written consent of which the Contractor is Company, directly or becomes awareindirectly, own, manage, operate, join, control, or participate in the ownership, management, operation or control of, or be employed by or connected in any manner with, any Competing Business, whether for compensation or otherwise. Notwithstanding the preceding sentence, the Employee shall not be prohibited from owning less than 1% of any publicly traded corporation, whether or not such information corporation is developed by deemed to be a Competing Business. For the Contractorpurposes of this Agreement, except a “Competing Business” shall be any business which is a significant competitor of the Company or any of its Affiliates, unless the Employee’s primary duties and responsibilities with respect to such business are not related to the extent that such disclosure management, operation or use provision of disability insurance or complementary insurance products and services (including group, individual and voluntary benefits, life insurance and related products and services) in any country where the Company or any of its Affiliates is conducting business. (iii) The Employee shall not, at any time during the Restricted Period, without the prior written consent of the Company, directly related to and required by the Contractor’s performance in good faith of duties or indirectly, either for the Employee’s own benefit or purpose or for the benefit or purpose of any other person, solicit, assist, or induce any Covered Employee to terminate his or her relationship with the Company or its Affiliates, or employ, or offer to employ, call on, or actively interfere with the Company. The Contractor will take all appropriate steps to safeguard Confidential Information ’s or any Affiliate’s relationship with any Covered Employee, provided that this paragraph shall not prohibit general solicitations in the Contractor’s possession and to protect it against disclosureform of classified advertisements or the like in newspapers, misuseon the internet, espionageor in other media. For purposes of this Agreement, loss“Covered Employee” means an individual who is or was an employee, and theft. The Contractor shall deliver to representative, officer or broker of the Company at the end or any Affiliate as of the Term, date of the Employee’s Termination of Employment or at any time within the Company may request, all memoranda, notes, plans, records, reports, computer tapes, and software and other documents and data (and copies thereof) relating to six month period preceding the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company which the Contractor may then possess or have under the Contractor’s control. Notwithstanding the foregoing, the Contractor may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. (ii) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed, or obtained by the Company in connection with its business, including, but not limited to, information, observations, and data obtained by the Contractor while engaged by the Company or any predecessors thereof (including those obtained prior to the start date of the Previous Employee’s Termination of Employment) concerning (i) the business or affairs of the Company (or such predecessors), (ii) products or services, (iii) fees, costs, and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs, and reports, (vii) computer software, including operating systems, applications, and program listings, (viii) flow charts, manuals, and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods, and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology, and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than through a disclosure by the Contractor in breach of this Agreement) in a form generally available to the public prior to the date the Contractor proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. All payments (a) Employee acknowledges that the information, observations and benefits data obtained by Employee while employed by the Company (prior to or after the Contractor under this Agreement date hereof) concerning the business or affairs of the Company or any of its Affiliates, including, without limitation, trade secrets, customer information, pricing information, financial plans, business plans, business concepts, supplier information, know-how and intellectual property and materials related thereto (the “Confidential Information”) shall be subject the property of the Company or such Affiliate. Confidential Information shall not include information known to the ContractorEmployee prior to Employee’s compliance employment with the provisions of this Section 3Company, or information generally known in the industry. For purposes of this Section 3Therefore, the term “Company” shall mean Xxxxxx, Inc. and any direct or indirect wholly or majority owned subsidiary of the Company. (i) The Contractor Employee agrees that Employee shall not disclose to any unauthorized person or use at any time, either during the Term or thereafter, for Employee’s own purposes any Confidential Information (as defined below) without the prior written consent of which the Contractor is or becomes awareBoard, whether or not such information is developed by the Contractor, except unless and to the extent that the disclosure of Confidential Information is made in response to a valid order of a court or other governmental body, or was otherwise required by law; provided, that, in such case, Employee shall be required to provide the Company prompt advance notice of any such disclosure or and shall use is directly related commercially reasonable efforts to and required by limit the Contractor’s performance in good faith extent of duties for the Companysuch disclosure. The Contractor will take all appropriate steps to safeguard Confidential Information in the Contractor’s possession and to protect it against disclosure, misuse, espionage, loss, and theft. The Contractor Employee shall deliver to the Company at the end termination of the TermEmployee’s employment, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information or the Information, Work Product (as hereinafter defineddefined below) of or the business of the Company or any Affiliate which the Contractor Employee may then possess or have under the ContractorEmployee’s control. Notwithstanding the foregoing, the Contractor may truthfully respond to a lawful and valid subpoena whether physical or other legal processelectronic, but shall give without retaining any copies of such materials. (b) Employee acknowledges that during Employee’s employment with the Company Employee will become familiar with the earliest possible notice thereofCompany’s trade secrets and with other Confidential Information concerning the Company and its Affiliates and that Employee’s services shall be of special, shall, as much in advance of the return date as possible, make available unique and extraordinary value to the Company and its counsel the documents Affiliates. Employee further acknowledges and other information sought, and shall assist agrees that the Company and its Affiliates would be irreparably damaged if Employee were to provide services to any Person competing with the Company or engaged in a similar business and that such counsel competition by Employee would result in resisting a significant loss of goodwill by the Company. Therefore, Employee agrees that during the period commencing on the date hereof and ending on the first anniversary of the date of termination of Employee’s employment, Employee shall not, directly or indirectly, engage in Competition (as defined below). The Employee shall be deemed to be engaging in “Competition” if he, directly or indirectly, anywhere in the continental United States where the Company conducts business or has plans to conduct business, owns, manages, operates, controls or participates in the ownership, management, operation or control of or is connected as an officer, employee, partner, director, consultant or otherwise responding to such processwith, or has any financial interest in, any business (whether through a corporation or other entity) engaged in any business activity that competes with one or more of the principal lines of business conducted by the Company or its Affiliates. Ownership for personal investment purposes only of less than 2% of the voting stock of any publicly held corporation shall not constitute a violation hereof. (c) For so long as Employee has continuing obligations under Section 3(b) above, Employee shall not, directly or indirectly through another Person, (i) induce or attempt to induce any employee or consultant of the Company or any of its Affiliates to leave the employ or services of the Company or any of its Affiliates, or in any way interfere with the relationship between the Company or any of its Affiliates and any employee or consultant thereof, or (ii) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed, or obtained by solicit any customer of the Company in connection or any of its Affiliates to provide products or services that compete with its business, including, but not limited to, information, observations, and data obtained by the Contractor while engaged those offered (or for which there are specific plans to offer) by the Company or any predecessors thereof of its Affiliates, to induce such customer to cease doing business with, or reduce the amount of business conducted with, the Company or its Affiliates, or in any way interfere with the relationship between any such customer and the Company or any of its Affiliates. (including those obtained prior d) For so long as Employee has continuing obligations under Section 3(b) above, (1) Employee shall not, in any communications with the press or other media or any communications with any customer, client, supplier or other current or prospective business relations of the other party, criticize, ridicule or make any statement which disparages or is derogatory to the start date Company, any of its Affiliates, or any of their directors, officers, or executives and (2) the Company shall use its best efforts to ensure that the members of its Board and its senior executive officers do not make any statements which disparage or are derogatory with respect to Employee. (e) If, at the time of enforcement of the Previous Employmentcovenants contained in this Section 3 (the “Restrictive Covenants”), a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (f) concerning (i) the business or affairs If Employee breaches any of the Restrictive Covenants, the Company (or such predecessors)shall, (ii) products or services, (iii) fees, costsin addition to, and pricing structuresnot in lieu of, (iv) designs, (v) analyses, (vi) drawings, photographs, any other rights and reports, (vii) computer software, including operating systems, applications, and program listings, (viii) flow charts, manuals, and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods, and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology, and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than through a disclosure by the Contractor in breach of this Agreement) in a form generally remedies available to the public prior Company at law or in equity, have the right to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction (without posting a bond), it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to the date Company and its Affiliates and that money damages would not provide an adequate remedy to the Contractor proposes to disclose Company. In the event of any breach or use such information. Confidential Information will not be deemed to have been published merely because individual portions violation by Employee of any of the information have been separately publishedRestrictive Covenants, but only if all material features comprising the time period of such information have been published in combinationcovenant with respect to such Person shall be tolled until such breach or violation is resolved.

Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement. All payments and benefits to In further consideration for the Contractor under this Agreement shall be subject to the Contractor’s compliance with the provisions of this Section 3. For purposes of this Section 3, the term “Company” shall mean Xxxxxx, Inc. and any direct or indirect wholly or majority owned subsidiary payment of the Company.Purchase Price and in order to protect the value of the Purchased Assets purchased by Xxxxx (including the goodwill inherent in the Business as of the Effective Time), each Seller and Foundation agrees as follows: (ia) The Contractor From and after the Effective Time, no Seller or Foundation shall not use for itself or any other Person, or disclose or use at to any time, either during the Term or thereafterother Person, any Confidential Information (as defined below) of which the Contractor is or becomes aware, whether or not such information is developed by the Contractor, except to the extent that such use or disclosure is (i) approved in writing in advance by Buyer, (ii) expressly permitted or required pursuant to the terms of this Agreement, (iii) in connection with the enforcement of rights under this Agreement, or (iv) required by Law or any Order (in which event the applicable Seller or Foundation shall inform Buyer in advance of any such required disclosure, shall cooperate with Buyer in all reasonable respects in obtaining a protective order or other protection in respect of such required disclosure and shall limit such disclosure or to the extent reasonably possible while still complying with such requirements). From and after the date of this Agreement, each Seller and Foundation shall use is directly related to and required by the Contractor’s performance in good faith of duties for the Company. The Contractor will take all appropriate steps commercially reasonable efforts to safeguard Confidential Information in the Contractor’s possession and to protect it against disclosure, misuse, espionage, lossloss and theft. (b) Each Seller and Foundation acknowledges that such Seller and Foundation have become, and theftfollowing the date of this Agreement shall continue to be, familiar with Confidential Information. The Contractor Therefore, during the Restricted Period, each Seller and Foundation shall deliver to the Company at the end of the Termnot (and shall not take any steps to, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, and software and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company which the Contractor may then possess or have under the Contractor’s control. Notwithstanding the foregoing, the Contractor may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information soughtprepare to), and shall assist the Company and such counsel in resisting or otherwise responding to such process. (ii) As used in this Agreement, the term “Confidential Information” means information that is cause their respective Affiliates not generally known to the public and that is used, developed, or obtained by the Company in connection with its business, including, but not limited to, informationdirectly or indirectly, observationsin any capacity, and data obtained by the Contractor while engaged by the Company or any predecessors thereof (including those obtained prior to the start date of the Previous Employment) concerning (i) develop, own, manage, control or exert any influence upon, acquire, lease, consult with, render or provide advice to, operate, affiliate with, participate in, permit its name to be used in connection with, receive any economic benefit from or in any other manner engage in any other similar activity or have any financial interest in, or otherwise provide any services to or for the business or affairs of benefit of, a Restricted Business within the Company (or such predecessors)Restricted Area, (ii) products manage or servicesprovide management or consulting services to, or participate in the management or control of, or exert any influence upon, any Person involved in the development, construction, ownership or operation of any Restricted Business within the Restricted Area or (iii) feesown a direct or indirect interest (financial or otherwise) in, costsor lend or contribute money to, or otherwise provide financial support for, any Person that engages in any of the activities described in clauses (i) and (ii), above. Notwithstanding any provision of this Agreement to the contrary, Foundation shall not be restricted from (A) owning a passive interest of no more than five percent (5%) of the securities of any publicly traded entity, or (B) organizing, acquiring or investing in, or providing financial support or grants to the programs set forth on Schedule 7.3(b); provided; however, that except as explicitly set forth on Schedule 7.3(b), the programs described on Schedule 7.3(b) shall not include programs that provide any medical services or items for which such facilities, other organizations, or the providers at such facilities or other organizations submit claims for reimbursement under Medicare or any Private Program, in any case with respect to the medical services or items provided at such facilities or other organizations unless such facility or organization is a federally qualified health center. (c) During the Restricted Period, each Seller and Foundation shall not, and pricing structuresshall cause their respective Affiliates not to, directly or indirectly, in any capacity, (ivi) designsencourage, induce or solicit or attempt to encourage, induce or solicit, any customer, supplier, licensee, licensor or other business relation of the Business to cease doing business with Buyer or any of its Affiliates, (vii) analysesencourage, induce, solicit or attempt to encourage, induce or solicit, any officer, director, manager, employee or individual independent contractor of Buyer Employer or any of Buyer Employer’s Affiliates who works at, or provides services to, the Business, to leave the employ of Buyer Employer or any of Buyer Employer’s Affiliates or terminate or diminish any relationship with Buyer Employer or any of Buyer Employer’s Affiliates; provided, however, that the foregoing shall not apply to any general solicitation by any Seller, Foundation or any of their respective Affiliates that is not directed specifically to any such Person; or (viiii) drawingshire, photographsemploy or engage as a consultant with any Covered Person. (d) Each Seller and Foundation recognizes that the covenants in this Section 7.3, and reportsthe territorial, (vii) computer softwaretime and other limitations with respect thereto, are reasonable and properly required for the adequate protection of the acquisition of the Purchased Assets by Buyer, including operating systems, applicationsthe Confidential Information, and program listingsagree and acknowledge that such limitations are reasonable with respect to Buyer’s activities, business and public purpose. Each Seller and Foundation acknowledges and represents that: (viiii) flow chartssufficient consideration has been given by each Party to the other as it relates to the covenants set forth in this Section 7.3; (ii) the restrictions and agreements in this Section 7.3 are reasonable in all respects and necessary for the protection of Buyer and its Affiliates, manualsthe Confidential Information and the goodwill associated with the Business and that, without such protection, Buyer’s customer and client relationships and competitive advantage would be materially adversely affected; and (iii) the agreements in this Section 7.3 are an essential inducement to Buyer to enter into this Agreement and they are in addition to, rather than in lieu of, any similar or related covenants to which such Seller is party or by which it is bound. Each Seller and Foundation agrees and acknowledges that the violation of the covenants or agreements in this Section 7.3 would cause irreparable injury to Buyer and its Affiliates and that monetary damages and any other remedies at law for any violation or threatened violation thereof would be inadequate, and documentationthat, in addition to whatever other remedies may be available at law or in equity, Buyer and its Affiliates shall be entitled to temporary and permanent injunctive or other equitable relief without the necessity of proving actual damages or posting a bond or other security. In addition, in the event of a breach or violation by any Seller, Foundation or their respective Affiliates of this Section 7.3, as determined by a court of competent jurisdiction (ix) data basesincluding in any Proceeding for injunctive relief), (x) accounting and business methods, (xi) inventions, devices, new developments, methods, and processes, whether patentable the Restricted Period shall be tolled until such breach or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology, and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that violation has been published duly cured. (e) It is the intention of each Party that the provisions of this Section 7.3 shall be enforced to the fullest extent permissible under the Law and the public policies of the State of Delaware and of any other than through a disclosure by jurisdiction in which enforcement may be sought, but that the Contractor in breach unenforceability (or the modification to conform with such Laws or public policies) of any provisions hereof shall not render unenforceable or impair the remainder of this Agreement) . Accordingly, if any term or provision of this Section 7.3 shall be determined to be illegal, invalid or unenforceable, either in a form generally available whole or in part, this Agreement shall be deemed amended to delete or modify, as necessary, the offending provisions and to alter the balance of this Agreement in order to render the same valid and enforceable to the public prior to fullest extent permissible as aforesaid, with the date maximum period, scope or geographical area permitted under applicable Law being substituted for the Contractor proposes to disclose period, scope or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combinationgeographical area hereunder.