Common use of Unfair Competition Clause in Contracts

Unfair Competition. 6.1 In consideration of this Agreement, as a further material inducement to the Company to employ Executive pursuant to the terms of the employment letter dated March 19, 2013 and in consideration of Executive’s access to the Company’s Confidential Information, specialized training and knowledge, customers and use of the name and goodwill of the Company, any or all of which Executive would not otherwise have access to, and any or all of which, if misused, would provide a competitor with an unfair advantage over the Company, Executive shall not, during the period in which Executive is employed by the Company, and for a period of twelve (12) months thereafter or so long as Executive is receiving severance from the Company, if any, if later (provided that payment of severance is not a condition to Executive’s compliance with this Article 6), directly or indirectly, whether or not for compensation, whether or not as an employee: (a) solicit business or engage in any services or business relating to the products or services of, or competitive with those of, the Company from any of the Company’s customers or clients; or (b) solicit business or engage in any services or business relating to the products or services of, or competitive with those of, the Company from any of the Company’s prospective customers or clients from whom Executive solicited business while employed by the Company. 6.2 In consideration of this Agreement, as a further material inducement to the Company to employ Executive pursuant to the terms of the employment letter dated March 19, 2013, and in consideration of Executive’s access to the Company’s Confidential Information, specialized training and knowledge, customers and use of the name and goodwill of the Company, any or all of which Executive would not otherwise have access to, and any or all of which, if misused, would provide a competitor with an unfair advantage over the Company, Executive shall not, during the period in which Executive is employed by the Company and for a period of twelve (12) months thereafter or so long as Executive is receiving severance from the Company, if any, if later (provided that payment of severance is not a condition to Executive’s compliance with this Article 6), directly or indirectly, whether or not for compensation, and whether or not as an employee, be engaged in or have any financial interest in any business competing with the business of the Company (or with any business of any affiliate for which Executive performed services hereunder) within any state, region or locality in which the Company or such affiliate is then doing business or marketing its products, as the business of the Company or such affiliates may then be constituted. 6.3 For purposes of this Agreement, Executive shall be deemed to be engaged in or to have a financial interest in a business if Executive is an employee, officer, director, consultant, independent contractor, proprietor, or partner of any person, partnership, corporation, trust or other entity which is engaged in such business, or if Executive directly or indirectly performs services for such entity or if Executive or any member of Executive’s immediate family beneficially owns an equity interest, or interest convertible into equity, in any such entity; provided, however, that the foregoing shall not prohibit Executive or a member of Executive’s immediate family from owning, for the purpose of passive investment, less than two percent (2%) of any class of securities of any publicly held corporation. 6.4 Executive will not, during Executive’s employment with the Company and for twelve (12) months thereafter, for or on behalf of any individual or entity, directly or indirectly: (a) hire, employ or seek to employ any person who is then employed by the Company; or (b) induce or attempt to influence any employee of the Company to terminate his or her employment or association with the Company. 6.5 Executive agrees and acknowledges that, by virtue of Executive’s employment and position with the Company, Executive shall have access to and maintain an intimate knowledge of the Company’s activities and affairs, including trade secrets, Confidential Information, and other confidential matters. As a result of such access and knowledge, and because of the special, unique and extraordinary services that Executive is capable of performing for the Company or one of its competitors, Executive acknowledges that the services to be rendered by Executive pursuant to this Agreement are of a character giving them a peculiar value, the loss of which cannot adequately or reasonably be compensated by money damages. Consequently, Executive agrees that any breach or threatened breach by Executive of Executive’s obligations under this Article 6, or of Articles 4, 5 and 7 of this Agreement, would cause irreparable injury to the Company, and that the Company shall be entitled to (i) preliminary and permanent injunctions enjoining Executive from violating such provisions, and (ii) money damages in the amount of fees, compensation, benefits, profits or other remuneration earned by Executive or any competitor as a result of any such breach, together with interest, and costs and attorneys’ fees expended to collect such damages or secure such injunctions. Nothing in this Agreement, however, shall be construed to prohibit the Company from pursuing any other remedy, the Company and Executive having agreed that all such remedies shall be cumulative. 6.6 Executive acknowledges that the limitations set forth in this Article 6 and in Articles 4, 5 and 7 of this Agreement shall not prevent Executive from earning a livelihood after Executive leaves the Company’s employ, but merely prevent unfair competition against the Company for a limited period of time. 6.7 If Executive violates the terms of Article 6 hereof, the time period for which Executive is to be restricted shall be suspended during the time that Executive violates the terms hereof and the remaining period of time for which the restriction applies shall thereafter recommence on the date that Executive ceases to violate the terms hereof.

Unfair Competition. 6.1 In consideration of this Agreement, as a further material inducement to the Company to employ Executive pursuant to the terms of the employment letter dated March 19Employee hereunder, 2013 and in consideration of ExecutiveEmployee’s access to the Company’s Confidential Information, specialized training and knowledge, customers and use of the name and goodwill of the Company, any or all of which Executive Employee would not otherwise have access to, and any or all of which, if misused, would provide a competitor with an unfair advantage over the Company, Executive Employee shall not, during the period in which Executive Employee is employed by the Company, and for a period of twelve (12) months thereafter or so long as Executive is receiving severance from the Company, if any, if later (provided that payment of severance is not a condition to Executive’s compliance with this Article 6)thereafter, directly or indirectly, whether or not for compensation, whether or not as an employee: (a) solicit business or engage in any services or business relating to the products or services of, or competitive with those of, the Company from any of the Company’s customers or clients; or (b) solicit business or engage in any services or business relating to the products or services of, or competitive with those of, the Company from any of the Company’s prospective customers or clients from whom Executive Employee solicited business while employed by the Company. 6.2 In consideration of this Agreement, as a further material inducement to the Company to employ Executive pursuant to the terms of the employment letter dated March 19, 2013Employee hereunder, and in consideration of ExecutiveEmployee’s access to the Company’s Confidential Information, specialized training and knowledge, customers and use of the name and goodwill of the Company, any or all of which Executive Employee would not otherwise have access to, and any or all of which, if misused, would provide a competitor with an unfair advantage over the Company, Executive Employee shall not, during the period in which Executive Employee is employed by the Company and for a period of twelve (12) months thereafter or so long as Executive is receiving severance from the Company, if any, if later (provided that payment of severance is not a condition to Executive’s compliance with this Article 6)thereafter, directly or indirectly, whether or not for compensation, and whether or not as an employee, be engaged in or have any financial interest in any business competing with the business of the Company (or with any business of any affiliate for which Executive Employee performed services hereunder) within any state, region or locality in which the Company or such affiliate is then doing business or marketing its products, as the business of the Company or such affiliates may then be constituted. 6.3 For purposes of this Agreement, Executive Employee shall be deemed to be engaged in or to have a financial interest in a business if Executive Employee is an employee, officer, director, consultant, independent contractor, proprietor, or partner of any person, partnership, corporation, trust or other entity which is engaged in such business, or if Executive Employee directly or indirectly performs services for such entity or if Executive Employee or any member of ExecutiveEmployee’s immediate family beneficially owns an equity interest, or interest convertible into equity, in any such entity; provided, however, that the foregoing shall not prohibit Executive Employee or a member of ExecutiveEmployee’s immediate family from owning, for the purpose of passive investment, less than two percent (2%) of any class of securities of any publicly held corporation. 6.4 Executive Employee will not, during ExecutiveEmployee’s employment with the Company and for twelve (12) months thereafter, for or on behalf of any individual or entity, directly or indirectly: (a) hire, employ or seek to employ any person who is then employed by the Company; or (b) induce or attempt to influence any employee of the Company to terminate his or her employment or association with the Company. 6.5 Executive Employee agrees and acknowledges that, by virtue of ExecutiveEmployee’s employment and position with the Company, Executive Employee shall have access to and maintain an intimate knowledge of the Company’s activities and affairs, including trade secrets, Confidential Information, and other confidential matters. As a result of such access and knowledge, and because of the special, unique and extraordinary services that Executive Employee is capable of performing for the Company or one of its competitors, Executive Employee acknowledges that the services to be rendered by Executive Employee pursuant to this Agreement are of a character giving them a peculiar value, the loss of which cannot adequately or reasonably be compensated by money damages. Consequently, Executive Employee agrees that any breach or threatened breach by Executive Employee of ExecutiveEmployee’s obligations under this Article 6, or of Articles 4, 5 and 7 of this Agreement, would cause irreparable injury to the Company, and that the Company shall be entitled to (i) preliminary and permanent injunctions enjoining Executive Employee from violating such provisions, and (ii) money damages in the amount of fees, compensation, benefits, profits or other remuneration earned by Executive Employee or any competitor as a result of any such breach, together with interest, and costs and attorneys’ fees expended to collect such damages or secure such injunctions. Nothing in this Agreement, however, shall be construed to prohibit the Company from pursuing any other remedy, the Company and Executive Employee having agreed that all such remedies shall be cumulative. 6.6 Executive Employee acknowledges that the limitations set forth in this Article 6 and in Articles 4, 5 and 7 of this Agreement shall not prevent Executive Employee from earning a livelihood after Executive Employee leaves the Company’s employ, but merely prevent unfair competition against the Company for a limited period of time. 6.7 If Executive Employee violates the terms of Article 6 hereof, the time period for which Executive Employee is to be restricted shall be suspended during the time that Executive Employee violates the terms hereof and the remaining period of time for which the restriction applies shall thereafter recommence on the date that Executive Employee ceases to violate the terms hereof.

Unfair Competition. 6.1 In consideration of this Agreement, as a further material inducement to the Company to employ Executive pursuant to the terms of the employment letter dated March 19, 2013 and in consideration of Executive’s access to the Company’s Confidential Information, specialized training and knowledge, customers and use of the name and goodwill of the Company, You agree that during any or all of which Executive would not otherwise have access to, and any or all of which, if misused, would provide a competitor with an unfair advantage over the Company, Executive shall not, during the period in which Executive is employed by the Company, and for a period of twelve (12) months thereafter or so long you are serving as Executive is Chairman of the Company or receiving severance from the Company, if any, if later payments under Section 7 above (provided that payment of severance is which shall not a condition to Executive’s compliance with this Article 6)include any period after you have received all payments thereunder or waived further payments thereunder) you shall not, directly or indirectly, whether for yourself or not for compensationon behalf of or in conjunction with any other Person (as defined in Annex A hereto), without the prior written consent of the Board: (i) engage as an officer, director, shareholder, owner, partner, joint venturer, or in any managerial capacity, whether or not as an employee: , independent contractor, consultant or advisor (a) solicit business paid or engage unpaid), or as a sales representative, or otherwise participate, in each case, in any services business that sells, markets, or business relating to the products provides any benefits or services of, or competitive with those of, the Company from within any of the Company’s customers or clients; or (b) solicit business or engage in any services or business relating to the products or services of, or competitive with those of, the Company from any of the Company’s prospective customers or clients from whom Executive solicited business while employed by the Company. 6.2 In consideration of this Agreement, as a further material inducement to the Company to employ Executive pursuant to the terms of the employment letter dated March 19, 2013, and in consideration of Executive’s access to the Company’s Confidential Information, specialized training and knowledge, customers and use of the name and goodwill of the Company, any or all of which Executive would not otherwise have access to, and any or all of which, if misused, would provide a competitor with an unfair advantage over the Company, Executive shall not, during the period state in which Executive a WellCare Company is doing business at the time you cease to be employed by the Company and that are in direct competition with the benefits or services provided by such WellCare Company in such state; (ii) recruit, hire or solicit any employee or former employee of any WellCare Company or encourage any employee of any WellCare Company to leave such WellCare Company's employ, unless such former employee has not been employed by a WellCare Company for a period in excess of twelve (12) months thereafter or so long as Executive is receiving severance from the Company, if any, if later (provided that payment of severance is not a condition to Executive’s compliance with this Article 6), directly or indirectly, whether or not for compensation, and whether or not as an employee, be engaged in or have any financial interest in any business competing with the business of the Company (or with any business of any affiliate for which Executive performed services hereunder) within any state, region or locality in which the Company or such affiliate is then doing business or marketing its products, as the business of the Company or such affiliates may then be constituted. 6.3 For purposes of this Agreement, Executive shall be deemed to be engaged in or to have a financial interest in a business if Executive is an employee, officer, director, consultant, independent contractor, proprietor, or partner of any person, partnership, corporation, trust or other entity which is engaged in such business, or if Executive directly or indirectly performs services for such entity or if Executive or any member of Executive’s immediate family beneficially owns an equity interest, or interest convertible into equity, in any such entitysix months; provided, however, that the foregoing provisions of this clause (ii) shall not prohibit Executive or a apply to any member of Executive’s your immediate family from owningfamily; (iii) call upon any Person who is at the time you cease to be employed by the Company, or who was at any time during the one year period prior to the date you cease to be employed by the Company, a provider, customer or agent of any WellCare Company for the purpose of passive investmentsoliciting or selling benefits or services that would violate clause (i) above; or (iv) request or advise any provider, less than customer or agent of any WellCare Company to withdraw, curtail or cancel its business dealings with such WellCare Company; provided, however, that nothing in this Section 15 shall be construed to preclude you from making any investment in the securities of any business enterprise whether or not engaged in competition with any WellCare Company, to the extent that such securities are actively traded on a national securities exchange or in the over-the-counter market in the United States or on any foreign securities exchange, but only if such investment does not exceed two percent (2%) of any class of the outstanding voting securities of any publicly held corporation. 6.4 Executive will notsuch enterprise. Xx. Xxxxxxx X. Berg August 10, during Executive’s employment with the Company and for twelve (12) months thereafter, for or on behalf of any individual or entity, directly or indirectly: (a) hire, employ or seek to employ any person who is then employed by the Company; or (b) induce or attempt to influence any employee of the Company to terminate his or her employment or association with the Company. 6.5 Executive agrees and acknowledges that, by virtue of Executive’s employment and position with the Company, Executive shall have access to and maintain an intimate knowledge of the Company’s activities and affairs, including trade secrets, Confidential Information, and other confidential matters. As a result of such access and knowledge, and because of the special, unique and extraordinary services that Executive is capable of performing for the Company or one of its competitors, Executive acknowledges that the services to be rendered by Executive pursuant to this Agreement are of a character giving them a peculiar value, the loss of which cannot adequately or reasonably be compensated by money damages. Consequently, Executive agrees that any breach or threatened breach by Executive of Executive’s obligations under this Article 6, or of Articles 4, 5 and 7 of this Agreement, would cause irreparable injury to the Company, and that the Company shall be entitled to (i) preliminary and permanent injunctions enjoining Executive from violating such provisions, and (ii) money damages in the amount of fees, compensation, benefits, profits or other remuneration earned by Executive or any competitor as a result of any such breach, together with interest, and costs and attorneys’ fees expended to collect such damages or secure such injunctions. Nothing in this Agreement, however, shall be construed to prohibit the Company from pursuing any other remedy, the Company and Executive having agreed that all such remedies shall be cumulative. 6.6 Executive acknowledges that the limitations set forth in this Article 6 and in Articles 4, 5 and 7 of this Agreement shall not prevent Executive from earning a livelihood after Executive leaves the Company’s employ, but merely prevent unfair competition against the Company for a limited period of time. 6.7 If Executive violates the terms of Article 6 hereof, the time period for which Executive is to be restricted shall be suspended during the time that Executive violates the terms hereof and the remaining period of time for which the restriction applies shall thereafter recommence on the date that Executive ceases to violate the terms hereof.2009

Unfair Competition. 6.1 In consideration of this Agreement, as a further material inducement to the Company to employ Executive pursuant to the terms of the employment letter dated March 19, 2013 and in consideration of Executive’s access to the Company’s Confidential Information, specialized training and knowledge, customers and use of the name and goodwill of the Company, You agree that during any or all of which Executive would not otherwise have access to, and any or all of which, if misused, would provide a competitor with an unfair advantage over the Company, Executive shall not, during the period in which Executive is employed by the Company, and for a period of twelve (12) months thereafter or so long you are serving as Executive is Chairman of the Company or receiving severance from the Company, if any, if later payments under Section 7 above (provided that payment of severance is which shall not a condition to Executive’s compliance with this Article 6)include any period after you have received all payments thereunder or waived further payments thereunder) you shall not, directly or indirectly, whether for yourself or not for compensationon behalf of or in conjunction with any other Person (as defined in Annex A hereto), without the prior written consent of the Board: (i) engage as an officer, director, shareholder, owner, partner, joint venturer, or in any managerial capacity, whether or not as an employee: , independent contractor, consultant or advisor (a) solicit business paid or engage unpaid), or as a sales representative, or otherwise participate, in each case, in any services business that sells, markets, or business relating to the products provides any benefits or services of, or competitive with those of, the Company from within any of the Company’s customers or clients; or (b) solicit business or engage in any services or business relating to the products or services of, or competitive with those of, the Company from any of the Company’s prospective customers or clients from whom Executive solicited business while employed by the Company. 6.2 In consideration of this Agreement, as a further material inducement to the Company to employ Executive pursuant to the terms of the employment letter dated March 19, 2013, and in consideration of Executive’s access to the Company’s Confidential Information, specialized training and knowledge, customers and use of the name and goodwill of the Company, any or all of which Executive would not otherwise have access to, and any or all of which, if misused, would provide a competitor with an unfair advantage over the Company, Executive shall not, during the period state in which Executive a WellCare Company is doing business at the time you cease to be employed by the Company and that are in direct competition with the benefits or services provided by such WellCare Company in such state; (ii) recruit, hire or solicit any employee or former employee of any WellCare Company or encourage any employee of any WellCare Company to leave such WellCare Company’s employ, unless such former employee has not been employed by a WellCare Company for a period in excess of twelve (12) months thereafter or so long as Executive is receiving severance from the Company, if any, if later (provided that payment of severance is not a condition to Executive’s compliance with this Article 6), directly or indirectly, whether or not for compensation, and whether or not as an employee, be engaged in or have any financial interest in any business competing with the business of the Company (or with any business of any affiliate for which Executive performed services hereunder) within any state, region or locality in which the Company or such affiliate is then doing business or marketing its products, as the business of the Company or such affiliates may then be constituted. 6.3 For purposes of this Agreement, Executive shall be deemed to be engaged in or to have a financial interest in a business if Executive is an employee, officer, director, consultant, independent contractor, proprietor, or partner of any person, partnership, corporation, trust or other entity which is engaged in such business, or if Executive directly or indirectly performs services for such entity or if Executive or any member of Executive’s immediate family beneficially owns an equity interest, or interest convertible into equity, in any such entitysix months; provided, however, that the foregoing provisions of this clause (ii) shall not prohibit Executive or a apply to any member of Executive’s your immediate family from owningfamily; (iii) call upon any Person who is at the time you cease to be employed by the Company, or who was at any time during the one year period prior to the date you cease to be employed by the Company, a provider, customer or agent of any WellCare Company for the purpose of passive investmentsoliciting or selling benefits or services that would violate clause (i) above; or (iv) request or advise any provider, less than customer or agent of any WellCare Company to withdraw, curtail or cancel its business dealings with such WellCare Company; provided, however, that nothing in this Section 14 shall be construed to preclude you from making any investment in the securities of any business enterprise whether or not engaged in competition with any WellCare Company, to the extent that such securities are actively traded on a national securities exchange or in the over-the-counter market in the United States or on any foreign securities exchange, but only if such investment does not exceed two percent (2%) of any class of the outstanding voting securities of any publicly held corporationsuch enterprise. 6.4 Executive will not, during Executive’s employment with the Company and for twelve (12) months thereafter, for or on behalf of any individual or entity, directly or indirectly: (a) hire, employ or seek to employ any person who is then employed by the Company; or (b) induce or attempt to influence any employee of the Company to terminate his or her employment or association with the Company. 6.5 Executive agrees and acknowledges that, by virtue of Executive’s employment and position with the Company, Executive shall have access to and maintain an intimate knowledge of the Company’s activities and affairs, including trade secrets, Confidential Information, and other confidential matters. As a result of such access and knowledge, and because of the special, unique and extraordinary services that Executive is capable of performing for the Company or one of its competitors, Executive acknowledges that the services to be rendered by Executive pursuant to this Agreement are of a character giving them a peculiar value, the loss of which cannot adequately or reasonably be compensated by money damages. Consequently, Executive agrees that any breach or threatened breach by Executive of Executive’s obligations under this Article 6, or of Articles 4, 5 and 7 of this Agreement, would cause irreparable injury to the Company, and that the Company shall be entitled to (i) preliminary and permanent injunctions enjoining Executive from violating such provisions, and (ii) money damages in the amount of fees, compensation, benefits, profits or other remuneration earned by Executive or any competitor as a result of any such breach, together with interest, and costs and attorneys’ fees expended to collect such damages or secure such injunctions. Nothing in this Agreement, however, shall be construed to prohibit the Company from pursuing any other remedy, the Company and Executive having agreed that all such remedies shall be cumulative. 6.6 Executive acknowledges that the limitations set forth in this Article 6 and in Articles 4, 5 and 7 of this Agreement shall not prevent Executive from earning a livelihood after Executive leaves the Company’s employ, but merely prevent unfair competition against the Company for a limited period of time. 6.7 If Executive violates the terms of Article 6 hereof, the time period for which Executive is to be restricted shall be suspended during the time that Executive violates the terms hereof and the remaining period of time for which the restriction applies shall thereafter recommence on the date that Executive ceases to violate the terms hereof.

Unfair Competition. 6.1 In consideration of this Agreement, as a further material inducement to the Company to employ Executive pursuant to the terms of the employment letter dated March 19, 2013 and in consideration of Executive’s access to the Company’s Confidential Information, specialized training and knowledge, customers and use of the name and goodwill of the Company, any or all of which Executive would not otherwise have access to, and any or all of which, if misused, would provide a competitor with an unfair advantage over the Company, Executive shall not, during the period in which (a) While Executive is employed by the Company, and for a period of twelve (12) months thereafter or so long as Executive is receiving severance from the Companyduring any period, if any, if later (provided that payment of severance during which the Company is not a condition making payments to Executive’s compliance with this Article 6Executive pursuant to the foregoing Paragraph 4(d), Executive shall not, directly or indirectly, whether or not for compensation, and whether or not as an employee: (a) solicit , be engaged in or have a financial interest in any other business, continue or assume any other corporate affiliations, or pursue any other commercial activities, duties, or pursuits whatsoever without the prior written consent of the Company when said activities are in competion with the business or engage in any services or business relating to the products or services of, or competitive with those of, the Company from any interests of the Company’s customers or clients; or (b) solicit business or engage in any services or business relating to the products or services of, or competitive with those of, the Company from any of the Company’s prospective customers or clients from whom Executive solicited business while employed by the Company. 6.2 In consideration (b) As a condition of this Agreementemployment with the Company, and as a further material inducement to the Company to employ Executive, Executive agrees that for a period of one (1) year after the later of (i) termination of Executive's employment, for whatever reason, and (ii) the conclusion of the period, if any, during which the Company is making payments to Executive pursuant to the terms of the employment letter dated March 19, 2013, and in consideration of Executive’s access to the Company’s Confidential Information, specialized training and knowledge, customers and use of the name and goodwill of the Company, any or all of which Executive would not otherwise have access to, and any or all of which, if misused, would provide a competitor with an unfair advantage over the Companyforegoing Paragraph 4(d), Executive shall not, during the period in which Executive is employed by the Company and for a period of twelve (12) months thereafter or so long as Executive is receiving severance from the Company, if any, if later (provided that payment of severance is not a condition to Executive’s compliance with this Article 6), directly or indirectly, whether or not for compensation, and whether or not as an employee, be engaged in or have any financial interest in any business competing with or which may compete with the business of the Company (or with any business of any affiliate Affiliate for which the Executive performed services hereunder) within any state, region or locality in which the Company or such affiliate Affiliate is then doing business or marketing its products, as the business of the Company or such affiliates Affiliates may then be constituted. 6.3 For purposes of this Agreement, Executive shall be deemed to be engaged in or to have a financial interest in a business if Executive is an employee, officer, director, consultant, independent contractor, proprietor, or partner of any person, partnership, corporation, trust or other entity which is engaged in such business, or if Executive directly or indirectly performs services for such entity or if Executive or any member of Executive’s immediate family beneficially owns an equity interest, or interest convertible into equity, in any such entity; provided, however, that the foregoing shall not prohibit Executive or a member of Executive’s immediate family from owning, for the purpose of passive investment, less than two percent (2%c) of any class of securities of any publicly held corporation. 6.4 Executive will not, during Executive’s employment with the Company and for twelve (12) months thereafter, for or on behalf of any individual or entity, directly or indirectly: (a) hire, employ or seek to employ any person who is then employed by the Company; or (b) induce or attempt to influence any employee of the Company to terminate his or her employment or association with the Company. 6.5 Executive agrees and acknowledges that, by virtue of Executive’s 's employment and position with the Company, Executive shall have access to and maintain an intimate knowledge of the Company’s 's activities and affairs, including trade secrets, Confidential Informationsecrets and confidential commercial information, and other confidential matters. As a result of such access and knowledge, and because of the special, unique unique, and extraordinary services that Executive is capable of performing for the Company or one of its competitors, Executive acknowledges that the services to be rendered by Executive pursuant to this Agreement are of a character giving them a peculiar value, the loss of which cannot adequately or reasonably be compensated by money damages. Consequently, Executive agrees that any breach or threatened breach by Executive of Executive’s 's obligations under this Article Paragraph 6, or of Articles 4, Paragraphs 5 and or 7 of this Agreement, would cause irreparable injury to the Company, and that the Company shall be entitled to (i) preliminary and permanent injunctions enjoining Executive from violating such provisions, and (ii) money damages in the amount of fees, compensation, benefits, profits or other remuneration earned by Executive or any competitor as a result of any such breach, together with interest, and costs and attorneys’ ' fees expended to collect such damages or secure such injunctions. Nothing in this Agreement, however, shall be construed to prohibit the Company from pursuing any other remedy, the Company and Executive having agreed that all such remedies shall be cumulative. 6.6 (d) Executive acknowledges that the limitations set forth in this Article Paragraph 6 and in Articles 4, 5 and 7 of this Agreement shall not prevent Executive from earning a livelihood after Executive leaves the Company’s 's employ, but merely prevent prevents unfair competition against the Company for a limited period of timeperiod. 6.7 If Executive violates the terms of Article 6 hereof, the time period for which Executive is to be restricted shall be suspended during the time that Executive violates the terms hereof and the remaining period of time for which the restriction applies shall thereafter recommence on the date that Executive ceases to violate the terms hereof.

Unfair Competition. 6.1 In consideration of this Agreement, as a further material inducement to the Company to employ Executive pursuant to the terms of the employment letter dated March 19, 2013 and in consideration of Executive’s access to the Company’s Confidential Information, specialized training and knowledge, customers and use of the name and goodwill of the Company, any or all of which Executive would not otherwise have access to, and any or all of which, if misused, would provide a competitor with an unfair advantage over the Company, Executive shall not, during the period in which (a) While Executive is employed by the Company, and for a period of twelve (12) months thereafter or so long as Executive is receiving severance from the Companyduring any period, if any, if later (provided that payment of severance during which the Company is not a condition making payments to Executive’s compliance with this Article 6Executive pursuant to the foregoing Paragraph 4(d), Executive shall not, directly or indirectly, whether or not for compensation, and whether or not as an employee: (a) solicit , be engaged in or have a financial interest in any other business, continue or assume any other corporate affiliations, or pursue any other commercial activities, duties, or pursuits whatsoever without the prior written consent of the Company when said activities are in competition with the business or engage in any services or business relating to the products or services of, or competitive with those of, the Company from any interests of the Company’s customers or clients; or (b) solicit business or engage in any services or business relating to the products or services of, or competitive with those of, the Company from any of the Company’s prospective customers or clients from whom Executive solicited business while employed by the Company. 6.2 In consideration (b) As a condition of this Agreementemployment with the Company, and as a further material inducement to the Company to employ Executive, Executive agrees that for a period of one (1) year after the later of (i) termination of Executive's employment, for whatever reason, and (ii) the conclusion of the period, if any, during which the Company is making payments to Executive pursuant to the terms of the employment letter dated March 19, 2013, and in consideration of Executive’s access to the Company’s Confidential Information, specialized training and knowledge, customers and use of the name and goodwill of the Company, any or all of which Executive would not otherwise have access to, and any or all of which, if misused, would provide a competitor with an unfair advantage over the Companyforegoing Paragraph 4(d), Executive shall not, during the period in which Executive is employed by the Company and for a period of twelve (12) months thereafter or so long as Executive is receiving severance from the Company, if any, if later (provided that payment of severance is not a condition to Executive’s compliance with this Article 6), directly or indirectly, whether or not for compensation, and whether or not as an employee, be engaged in or have any financial interest in any business competing with or which may compete with the business of the Company (or with any business of any affiliate Affiliate for which the Executive performed services hereunder) within any state, region or locality in which the Company or such affiliate Affiliate is then doing business or marketing its products, as the business of the Company or such affiliates Affiliates may then be constituted. 6.3 For purposes of this Agreement, Executive shall be deemed to be engaged in or to have a financial interest in a business if Executive is an employee, officer, director, consultant, independent contractor, proprietor, or partner of any person, partnership, corporation, trust or other entity which is engaged in such business, or if Executive directly or indirectly performs services for such entity or if Executive or any member of Executive’s immediate family beneficially owns an equity interest, or interest convertible into equity, in any such entity; provided, however, that the foregoing shall not prohibit Executive or a member of Executive’s immediate family from owning, for the purpose of passive investment, less than two percent (2%c) of any class of securities of any publicly held corporation. 6.4 Executive will not, during Executive’s employment with the Company and for twelve (12) months thereafter, for or on behalf of any individual or entity, directly or indirectly: (a) hire, employ or seek to employ any person who is then employed by the Company; or (b) induce or attempt to influence any employee of the Company to terminate his or her employment or association with the Company. 6.5 Executive agrees and acknowledges that, by virtue of Executive’s 's employment and position with the Company, Executive shall have access to and maintain an intimate knowledge of the Company’s 's activities and affairs, including trade secrets, Confidential Informationsecrets and confidential commercial information, and other confidential matters. As a result of such access and knowledge, and because of the special, unique unique, and extraordinary services that Executive is capable of performing for the Company or one of its competitors, Executive acknowledges that the services to be rendered by Executive pursuant to this Agreement are of a character giving them a peculiar value, the loss of which cannot adequately or reasonably be compensated by money damages. Consequently, Executive agrees that any breach or threatened breach by Executive of Executive’s 's obligations under this Article Paragraph 6, or of Articles 4, Paragraphs 5 and or 7 of this Agreement, would cause irreparable injury to the Company, and that the Company shall be entitled to (i) preliminary and permanent injunctions enjoining Executive from violating such provisions, and (ii) money damages in the amount of fees, compensation, benefits, profits or other remuneration earned by Executive or any competitor as a result of any such breach, together with interest, and costs and attorneys’ ' fees expended to collect such damages or secure such injunctions. Nothing in this Agreement, however, shall be construed to prohibit the Company from pursuing any other remedy, the Company and Executive having agreed that all such remedies shall be cumulative. 6.6 (d) Executive acknowledges that the limitations set forth in this Article Paragraph 6 and in Articles 4, 5 and 7 of this Agreement shall not prevent Executive from earning a livelihood after Executive leaves the Company’s 's employ, but merely prevent prevents unfair competition against the Company for a limited period of timeperiod. 6.7 If Executive violates the terms of Article 6 hereof, the time period for which Executive is to be restricted shall be suspended during the time that Executive violates the terms hereof and the remaining period of time for which the restriction applies shall thereafter recommence on the date that Executive ceases to violate the terms hereof.

Unfair Competition. 6.1 In consideration of this Agreement, as a further material inducement to the Company to employ Executive pursuant to the terms of the employment letter dated March 19, 2013 and in consideration of Executive’s access to the Company’s Confidential Information, specialized training and knowledge, customers and use of the name and goodwill of the Company, any or all of which Executive would not otherwise have access to, and any or all of which, if misused, would provide a competitor with an unfair advantage over the Company, Executive shall not, during the period in which (a) While Executive is employed by the Company, and for a period of twelve (12) months thereafter or so long as Executive is receiving severance from the Companyduring any period, if any, if later (provided that payment of severance during which the Company is not a condition making payments to Executive’s compliance with this Article 6Executive pursuant to the foregoing Paragraph 4(d), Executive shall not, directly or indirectly, whether or not for compensation, and whether or not as an employee: (a) solicit , be engaged in or have a financial interest in any other business, continue or assume any other corporate affiliations, or pursue any other commercial activities, duties, or pursuits whatsoever without the prior written consent of the Company when said activities are in competition with the business or engage in any services or business relating to the products or services of, or competitive with those of, the Company from any interests of the Company’s customers or clients; or (b) solicit business or engage in any services or business relating to the products or services of, or competitive with those of, the Company from any of the Company’s prospective customers or clients from whom Executive solicited business while employed by the Company. 6.2 In consideration (b) As a condition of this Agreementemployment with the Company, and as a further material inducement to the Company to employ Executive, the agrees that for a period of one (1) year after the later of (i) termination of Executive's employment, for whatever reason, and (ii) the conclusion of the period, if any, during which the Company is making payments to Executive pursuant to the terms of the employment letter dated March 19, 2013, and in consideration of Executive’s access to the Company’s Confidential Information, specialized training and knowledge, customers and use of the name and goodwill of the Company, any or all of which Executive would not otherwise have access to, and any or all of which, if misused, would provide a competitor with an unfair advantage over the Companyforegoing Paragraph 4(d), Executive shall not, during the period in which Executive is employed by the Company and for a period of twelve (12) months thereafter or so long as Executive is receiving severance from the Company, if any, if later (provided that payment of severance is not a condition to Executive’s compliance with this Article 6), directly or indirectly, whether or not for compensation, and whether or not as an employee, be engaged in or have any financial interest in any business competing with or which may compete with the business of the Company (or with any business of any affiliate Affiliate for which the Executive performed services hereunder) within any state, region or locality in which the Company or such affiliate Affiliate is then doing business or marketing its products, as the business of the Company or such affiliates Affiliates may then be constituted. 6.3 For purposes of this Agreement, Executive shall be deemed to be engaged in or to have a financial interest in a business if Executive is an employee, officer, director, consultant, independent contractor, proprietor, or partner of any person, partnership, corporation, trust or other entity which is engaged in such business, or if Executive directly or indirectly performs services for such entity or if Executive or any member of Executive’s immediate family beneficially owns an equity interest, or interest convertible into equity, in any such entity; provided, however, that the foregoing shall not prohibit Executive or a member of Executive’s immediate family from owning, for the purpose of passive investment, less than two percent (2%c) of any class of securities of any publicly held corporation. 6.4 Executive will not, during Executive’s employment with the Company and for twelve (12) months thereafter, for or on behalf of any individual or entity, directly or indirectly: (a) hire, employ or seek to employ any person who is then employed by the Company; or (b) induce or attempt to influence any employee of the Company to terminate his or her employment or association with the Company. 6.5 Executive agrees and acknowledges that, by virtue of Executive’s 's employment and position with the Company, Executive shall have access to and maintain an intimate knowledge of the Company’s 's activities and affairs, including trade secrets, Confidential Informationsecrets and confidential commercial information, and other confidential matters. As a result of such access and knowledge, and because of the special, unique unique, and extraordinary services that Executive is capable of performing for the Company or one of its competitors, Executive acknowledges that the services to be rendered by Executive pursuant to this Agreement are of a character giving them a peculiar value, the loss of which cannot adequately or reasonably be compensated by money damages. Consequently, Executive agrees that any breach or threatened breach by Executive of Executive’s 's obligations under this Article Paragraph 6, or of Articles 4, Paragraphs 5 and or 7 of this Agreement, would cause irreparable injury to the Company, and that the Company shall be entitled to (i) preliminary and permanent injunctions enjoining Executive from violating such provisions, and (ii) money damages in the amount of fees, compensation, benefits, profits or other remuneration earned by Executive or any competitor as a result of any such breach, together with interest, and costs and attorneys’ ' fees expended to collect such damages or secure such injunctions. Nothing in this Agreement, however, shall be construed to prohibit the Company from pursuing any other remedy, the Company and Executive having agreed that all such remedies shall be cumulative. 6.6 (d) Executive acknowledges that the limitations set forth in this Article Paragraph 6 and in Articles 4, 5 and 7 of this Agreement shall not prevent Executive from earning a livelihood after Executive leaves the Company’s 's employ, but merely prevent prevents unfair competition against the Company for a limited period of timeperiod. 6.7 If Executive violates the terms of Article 6 hereof, the time period for which Executive is to be restricted shall be suspended during the time that Executive violates the terms hereof and the remaining period of time for which the restriction applies shall thereafter recommence on the date that Executive ceases to violate the terms hereof.

Unfair Competition. 6.1 In consideration 10.1 Employee hereby agrees that, during the Transition Period and the six (6)-month period following the Termination Date (the "Protected Period"), Employee shall not undertake any employment or activity (including, but not limited to, consulting services) with a Competitor (as defined below), in any geographic areas in which the Company operates (the "Market Area") where the loyal and complete fulfillment of this Agreementthe duties of the competitive employment or activity would inevitably call upon Employee to reveal, as a further material inducement to make judgments on or otherwise use any confidential business information or trade secrets of the business of the Company to employ Executive pursuant to the terms of the which Employee had access during his employment letter dated March 19, 2013 and in consideration of Executive’s access to with the Company’s Confidential Information. For purposes of this Section, specialized training and knowledge"Competitor" shall refer to any health maintenance organization or insurance company that provides managed health care or related services similar to those provided by the Company or any of its affiliates. 10.2 In addition, customers and use of the name and goodwill of the Company, any or all of which Executive would not otherwise have access to, and any or all of which, if misused, would provide a competitor with an unfair advantage over the Company, Executive shall notEmployee agrees that, during the period in which Executive is employed by the CompanyProtected Period, and for a period of twelve (12) months thereafter or so long as Executive is receiving severance from the Company, if any, if later (provided that payment of severance is not a condition to Executive’s compliance with this Article 6)Employee shall not, directly or indirectly, whether solicit, recruit, interfere with or not for compensationinduce any person, whether who is or not as was an employee: (a) solicit business or engage in any services or business relating to the products or services of, or competitive with those of, the Company from any of the Company’s customers or clients; or (b) solicit business or engage in any services or business relating to the products or services of, or competitive with those of, the Company from any of the Company’s prospective customers or clients from whom Executive solicited business while employed by the Company. 6.2 In consideration of this Agreement, as a further material inducement to the Company to employ Executive pursuant to the terms of the employment letter dated March 19, 2013, and in consideration of Executive’s access to the Company’s Confidential Information, specialized training and knowledge, customers and use of the name and goodwill of the Company, any or all of which Executive would not otherwise have access to, and any or all of which, if misused, would provide a competitor with an unfair advantage over the Company, Executive shall not, during the period in which Executive is employed by the Company and for a period of twelve (12) months thereafter or so long as Executive is receiving severance from the Company, if any, if later (provided that payment of severance is not a condition to Executive’s compliance with this Article 6), directly or indirectly, whether or not for compensation, and whether or not as an employee, be engaged in or have any financial interest in any business competing with the business of the Company (or with any business of any affiliate for which Executive performed services hereunder) within any state, region or locality in which the Company or such affiliate is then doing business or marketing its products, as the business employee of the Company or any of its subsidiaries at the time of such affiliates may then be constituted. 6.3 For purposes of this Agreementsolicitation, Executive shall be deemed recruitment, interference or inducement, to be engaged in or to have a financial interest in a business if Executive is an employee, officer, director, consultant, independent contractor, proprietor, or partner of any person, partnership, corporation, trust or other entity which is engaged in such business, or if Executive directly or indirectly performs services for such entity or if Executive or any member of Executive’s immediate family beneficially owns an equity interest, or interest convertible into equity, in any such entity; provided, however, that the foregoing shall not prohibit Executive or a member of Executive’s immediate family from owning, for the purpose of passive investment, less than two percent (2%) of any class of securities of any publicly held corporation. 6.4 Executive will not, during Executive’s employment discontinue his relationship with the Company and for twelve (12) months thereafteror any of its subsidiaries or to accept employment by, for or on behalf of enter into a business relationship with, Employee or any individual other entity or entity, directly or indirectly: (a) hire, employ or seek to employ any person who is then employed by the Company; or (b) induce or attempt to influence any employee of the Company to terminate his or her employment or association with the Companyperson. 6.5 Executive agrees and acknowledges that10.3 It is hereby further agreed that if any court of competent jurisdiction shall determine that the restrictions imposed in this Section are unreasonable (including, by virtue but not limited to, the definition of Executive’s employment and position with Market Area or Competitor or the Companytime period during which this provision is applicable), Executive shall have access the Parties hereby agree to and maintain an intimate knowledge of any restrictions that such court would find to be reasonable under the Company’s activities and affairs, including trade secrets, Confidential Information, and other confidential matters. As a result of such access and knowledge, and because of the special, unique and extraordinary services that Executive is capable of performing for the Company or one of its competitors, Executive circumstances. 10.4 Employee acknowledges that the services to be rendered by Executive pursuant to this Agreement are of a character giving them a peculiar value, the loss of which cannot adequately or reasonably be compensated by money damages. Consequently, Executive agrees that any material breach or threatened breach by Executive him/her of Executive’s obligations under any of the provisions contained in this Article 6, or of Articles 4, 5 and 7 of this Agreement, would Section will cause the Company irreparable injury to the Company, and which may not be reasonably or adequately compensated for by damages in an action at law. Employee therefore agrees that the Company shall may be entitled entitled, in addition to (i) any other remedies, to a temporary, preliminary and permanent injunctions enjoining Executive from violating such provisionsinjunction, and (ii) money without the necessity of proving the inadequacy of monetary damages in or the amount of fees, compensation, benefits, profits or other remuneration earned by Executive or any competitor as a result posting of any bond or security, enjoining or restraining Employee from any such breach, together with interest, and costs and attorneys’ fees expended to collect such damages violation or secure such injunctions. Nothing in this Agreement, however, shall be construed to prohibit the Company from pursuing any other remedy, the Company and Executive having agreed that all such remedies shall be cumulativethreatened violations. 6.6 Executive acknowledges that the limitations set forth in this Article 6 and in Articles 4, 5 and 7 of this Agreement shall not prevent Executive from earning a livelihood after Executive leaves the Company’s employ, but merely prevent unfair competition against the Company for a limited period of time. 6.7 If Executive violates the terms of Article 6 hereof, the time period for which Executive is to be restricted shall be suspended during the time that Executive violates the terms hereof and the remaining period of time for which the restriction applies shall thereafter recommence on the date that Executive ceases to violate the terms hereof.