Covenant Not to Compete. The Executive shall not, except as the Executive engages in such activities on behalf of the Company and/or its affiliates, either during his employment with the Company or at any time within a period of two (2) years following the termination of his employment with the Company (such period of employment and post-employment period of two (2) years together, the “Restricted Period”), without the prior written consent of the Company, either individually or in conjunction with any other Person, in any capacity, directly or indirectly: # in the United States, Canada, or Mexico or in any other country in which the Company or any of its affiliates has a facility or has contracted with others to manufacture products or is included in the exclusive territory of a joint venture of the Company or any of its affiliates, carry on, be engaged in, be employed by, be financially interested in, advise, lend money to, guarantee the debts or obligations of, or permit his name or any part thereof to be utilized by any Person engaged in, any business similar to or competitive with any business now, or at any time during the employment of the Executive, carried on by the Company or any of its affiliates; # induce or solicit or attempt to induce or solicit any party to any contract with the Company or any of its affiliates to breach, terminate or cease to perform under such contract; and/or # solicit, divert or pursue or attempt to solicit, divert or pursue any existing business of the Company or any of its affiliates or any prospective business or opportunity which is then being actively considered, planned, developed, contemplated or pursued by the Company or any of its affiliates. Notwithstanding the provisions of this Section 8(b) to the

Covenant Not To Compete. You acknowledge and recognize the highly competitive nature of the Company’s business and you do hereby covenant and agree in consideration for the offer of employment and the compensation provided herein, during your employment and for a period of twelve (12) months following termination of your employment, whether voluntary or involuntary, and whether with or without cause, you will not directly or indirectly, on your own behalf or on behalf of anyone else, # engage in or assist others in engaging in any Restricted Business (defined below); # have an interest in any person that engages directly or indirectly in any Restricted Business in any capacity, including as a partner, shareholder, proprietor, director, member, employee, principal, agent, trustee or consultant; or # intentionally interfere in any material respect with the business relationships between Diversus, PPHI and PPIC and their subsidiaries and affiliates and their respective customers, accounts, vendors, agents, brokers, insureds or suppliers. For purposes of this Section, “Restricted Business” means selling, soliciting, attempting to obtain, offering, accepting, writing, servicing, brokering or otherwise transacting medical malpractice insurance business or medical malpractice insurance products of any kind or otherwise engaging in the operation of a medical malpractice insurance agency or brokerage in any State in which the Company provides medical malpractice insurance.

Covenant Not To Compete. For purposes of the covenant in this Section 5.2, a Competitive Enterprise is any business enterprise located in the United States that engages in any activity or owns a majority voting interest in any entity that engages in any activity, that competes with the Company. The Executive hereby covenants and agrees that during the course of his employment and for 12 months thereafter (the “Restricted Period”), Executive shall not directly or indirectly # form, or acquire a five percent (5%) or greater equity ownership interest in, or receive economic benefit (including any economic benefit that is earned or paid on a deferred basis) from any Competitive Enterprise provided that this restriction shall not apply to a Competitive Enterprise whose securities are publicly traded; or # become an employee, officer, partner, director, consultant, agent or advisor of any Competitive Enterprise within the United States.

Covenant Not to Compete. The Executive hereby understands and acknowledges that, by virtue of his/her position with the Employing Companies, he/she has obtained advantageous familiarity and personal contacts with Customers and Prospective Customers, wherever located, and the business, operations, and affairs of the Employer. Accordingly, during the term of this Agreement and for a period of two (2) years following the termination of his/her employment, the Executive shall not, directly or indirectly:

Covenant Not to Compete. I agree that during the course of my employment and for twelve (12) months following the termination of my relationship with Company by either party for any reason, I will not , directly or indirectly, as a partner, employee, officer, director, agent, investor, owner, consultant or otherwise, solicit, perform or provide, or attempt to perform or provide Conflicting Services (defined below) anywhere in the Territory (defined below), nor will I assist another person to solicit, perform or provide or attempt to perform or provide Conflicting Services anywhere in the Territory. If I am employed by Company in California, this provision shall only apply for the period of my employment by Company and shall not apply following the termination of my relationship with Company.

Covenant Not to Compete. During the Employee’s term of employment and any Non-Compete Period (as defined below), the Employee agrees that he or she will not engage in competitive activities within any jurisdiction, whether in the United States or internationally, in which the Company carries on a like line of business (collectively, the “Restricted Area”), as follows:

Covenant Not to Compete. In recognition of the need of the Company to protect its goodwill and legitimate business interests, Executive agrees that the terms and conditions of the Restrictive Covenant Agreement, are hereby incorporated into this Agreement. Notwithstanding the foregoing, Executive’s covenants in the Restrictive Covenant Agreement are independent covenants and any claim by Executive against the Company under this Agreement or otherwise shall not excuse Executive’s obligations under the Restrictive Covenant Agreement. If Executive’s employment with the Company expires or is terminated, this Agreement shall continue in full force and effect to the extent necessary or appropriate to enforce the Executive’s obligations and agreements under the Restrictive Covenant Agreement.

Covenant Not to Compete. The Associate covenants and agrees that during his or her employment and for a period of one (1) year following the termination of the Associate’s employment with Benefitfocus (by either party and regardless of the reason for such termination), Associate will not, hold a position based in or with responsibility for all or part of the Restricted Territory (as defined below), with any Competing Business (as defined above) whether as employee, consultant, or otherwise, in which Associate will have duties, or will perform or be expected to perform services for such Competing Business, that is or are the same as or substantially similar to the position held by Associate or those duties or services actually performed by Associate for Benefitfocus within the twelve (12) month period immediately preceding the termination of Associate’s employment with Benefitfocus, or in which Associate will use or disclose or be reasonably expected to use or disclose any confidential or proprietary information of Benefitfocus for the purpose of providing, or attempting to provide, such Competing Business with a competitive advantage with respect to the Business. As used herein, “Restricted Territory” means the United States of America, it being understood that Benefitfocus’ business is nationwide in scope, provided, however, that if a court of competent jurisdiction determines that the foregoing definition is too broad to be enforced under applicable law, then the parties agree that “Restricted Territory” will mean any State, province, or similar political subdivision to which Associate directed, or in which Associate performed, employment-related activities on behalf of Benefitfocus at the time of, or during the twelve (12) month period prior to, the termination of Associate’s employment with Benefitfocus for any reason.

Covenant Not to Compete. Except with the prior written consent of the Board, which shall not be unreasonably withheld, the Executive will not, during his employment by the Company, engage in competition with the Company and/or any of its Affiliates, either directly or indirectly, in any manner or capacity, as adviser, principal, agent, affiliate, promoter, partner, officer, director, employee, stockholder, owner, co-owner, consultant, or member of any association or otherwise, in any phase of the business of developing, manufacturing and marketing of products or services which are in the same field of use or which otherwise compete with the products or services or proposed products or services of the Company and/or any of its Affiliates. For purposes of this Agreement, “Affiliate” means, with respect to any specific entity, any other entity that, now or in the future, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified entity.

Covenant Not to Compete. The Associate covenants and agrees that during his or her employment and for a period of one (1) year following the termination of the Associate’s employment with Benefitfocus (by either party and regardless of the reason for such termination), Associate will not, hold a position based in or with responsibility for all or part of the Restricted Territory (as defined below), with any Competing Business (as defined above) whether as employee, consultant, or otherwise, in which Associate will have duties, or will perform or be expected to perform services for such Competing Business, that is or are the same as or substantially similar to the position held by Associate or those duties or services actually performed by Associate for Benefitfocus within the twelve (12) month period immediately preceding the termination of Associate’s employment with Benefitfocus, or in which Associate will use or disclose or be reasonably expected to use or disclose any confidential or proprietary information of Benefitfocus for the purpose of providing, or attempting to provide, such Competing Business with a competitive advantage with respect to the Business. As used herein, “Restricted Territory” means the United States of America, it being understood that Benefitfocus’ business is nationwide in scope, provided, however, that if a court of competent jurisdiction determines that the foregoing definition is too broad to be enforced under applicable law, then the parties agree that “Restricted Territory” will mean any State, province, or similar political subdivision to which Associate directed, or in which Associate performed, employment-related activities on behalf of Benefitfocus at the time of, or during the twelve (12) month period prior to, the termination of Associate’s employment with Benefitfocus for any reason.