Noncompete. The Executive agrees that during the period he is employed hereunder and for a period of twenty-four (24) months following the effective date of termination of his employment for any reason, he will not (except as a representative of the Company or with the prior written consent of the Board), directly or indirectly, engage, participate or make any financial investment, as an employee, director, officer, associate, consultant, agent, independent contractor, lender or investor, in the business of any person, firm, partnership, corporation or other enterprise that is engaged in direct competition with the business of the Company in any geographic area in which the Company is conducting such business at the date of termination. Nothing in this Section 4.4 shall be construed to preclude the Executive from making any investments in the securities of any business enterprise whether or not engaged in competition with the 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 and represent less than one percent (1%) of any class of securities of such business enterprise. The Executive acknowledges that if his employment with the Company terminates for any reason, he can earn a livelihood without violating the foregoing restrictions and that the time period and scope of the foregoing restrictions are reasonably required for the protection of the Company’s valid business interests.

Noncompete. During the term of the Services Agreement, Providing Party shall be the exclusive provider of Services to Customer Party with respect to the Services that Providing Party provides to the Homeward Platform, which Services shall include, but not be limited to, default management, mortgage charged-off and deficiency collection services, technology-related services, valuation services, property preservation and inspection services, real estate owned sales services, trustee services, title services, due diligence services, mortgage fulfillment services, and underwriting services. In furtherance of the foregoing, during the term of the Services Agreement, Customer Party agrees not to establish, on its own or with the assistance of third parties, fee-based businesses that would directly or indirectly compete with the provision of Services by Providing Party to Customer Party with respect to the Homeward Platform.”

Noncompete. In order to protect Company from unfair competition and to prevent the unauthorized disclosure or use of Company’s Proprietary Information (defined below), during the Term Employee shall not, within the Restricted Territory (defined below), directly or indirectly engage in or be associated with any Competitive Activity (defined below). Employee will be deemed to be “associated with a Competitive Activity” if he becomes involved as an owner, employee, employer, consultant, principal, officer, director, independent contractor, agent, partner, advisor or in any other capacity, with or without compensation, calling for the rendition of personal services with or for any third-party that is engaged in a Competitive Activity and his involvement relates to a significant extent to the Competitive Activity of such third-party; provided, however, that Employee will not be prohibited from passive ownership of less than five percent (5%) of any publicly traded corporation that is in competition with Company. “Competitive Activity” means # engaging in the planning and execution of commercial auctions, # services and consultations related to commercial asset valuation, # engaging any other services being offered by Company on the date the Term ends. “Restricted Territory” means: # each of the United States and Canada, and # anywhere else in the world that Employee has conducted or promoted the business of Company or any of its affiliates prior to the end of the Term. In the alternative, and only if the above territory is deemed by a court of competent jurisdiction to be unreasonable or otherwise invalid or unenforceable, then the Restricted Territory means New York State, California, and each other state and province in which Company or its affiliates conducted business or in which Employee maintained an office or otherwise provided services to Company or any of its affiliates during the Term.

Noncompete Obligations. For one year following the effective date of Participant’s termination of employment with LII (the “Termination Date”), Participant

Noncompete/Nonsolicitation. The receipt of any severance payments or benefits pursuant to this Section will be subject to Associate not violating the covenants contained within Section 7, 8, 9 and 10 of the Employment Agreement. In the event Associate breaches such covenants, Benefitfocus shall, in addition to all other legal and equitable remedies, have the right to terminate or suspend all continuing payments and benefits to which Associate may otherwise be entitled pursuant to this Section 8 without affecting the Associate’s release or any other obligations under the release agreement.

Noncompete. For a period beginning on your termination date and ending [twelve (12)] months thereafter, you agree to not, directly or indirectly, engage in (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director or otherwise), nor have any ownership interest in or participate in the financing, operation, management or control of, any person, firm, corporation or business that competes with Company (or any parent or subsidiary of the Company); provided, however, that you shall not be prohibited from owning, solely as an investment, up to 1% of the stock of a publicly traded corporation or up to 5% of the equity of a non-publicly traded company. You may elect not to comply with the provisions of this Section 4(a) following your termination of employment. However, all continuing payments and benefits to which you would have been entitled pursuant to Section 2 will immediately cease.

Noncompete. Executive acknowledges that the nature of the Company’s business is such that if Executive were to become employed by, or substantially involved in, the business of a competitor of the Company following the termination of Executive’s employment with the Company, it would be very difficult for Executive not to rely on or use the Company’s trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Company’s trade secrets and confidential information and other protectible interests, Executive agrees and acknowledges that Executive’s right to receive the severance payments set forth in Section 5(a) (to the extent Executive is otherwise entitled to such payments) will be conditioned upon Executive not directly or indirectly engaging in (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director or otherwise), nor having any ownership interest in or participating in the financing, operation, management or control of, any person, firm, corporation or business that competes with Company (or any parent or subsidiary of the Company) or is a customer of the Company (or any parent or subsidiary of the Company) provided, however, that that nothing in this Section 6(b) will prevent Executive from owning as a passive investment less than 1% of the outstanding shares of the capital stock of a publicly-held corporation if such shares are actively traded on a national stock exchange or similar market or medium. Upon any breach of this section, all severance payments and post-termination benefits pursuant to Section 5 will immediately cease and Executive will be able to exercise his vested stock options to acquire Company common stock through the longer of:

Noncompete. (a) During the Restricted Period (as defined below), Executive shall not: # engage in Competitive Activity (as defined below) within or with respect to the Prohibited Territory (as defined below); or # assist any entity or person to engage in Competitive Activity within or with respect to the Prohibited Territory, whether as an owner, financing source, consultant, employee or otherwise. In interpreting the foregoing, Executive agrees, for example, that Executive communicating about a project located within the Prohibited Territory (whether such communication is by telephone, e-mail, or otherwise) would constitute Executive engaging in activity “within or with respect to the Prohibited Territory” regardless of where Executive may be physically located at the time of that communication.

Noncompete. For a period beginning on the Effective Date and ending on the date you cease to provide services to the Company or any parent or subsidiary of the Company (excluding services provided pursuant to [Section 11] following your termination of employment) or, if later, the date through which severance is payable pursuant to [Section 7], you agree to not, directly or indirectly, engage in (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director or otherwise), nor have any ownership interest in or participate in the financing, operation, management or control of, any person, firm, corporation or business that competes with Company (or any parent or subsidiary of the Company); provided, however, that you shall not be prohibited from owning, solely as an investment, up to 1% of the stock of a publicly traded corporation or up to 5% of the equity of a non-publicly traded company. You may elect not to comply with the provisions of this [Section 10(a)] following your termination of employment. However, all continuing payments and benefits to which you would have been entitled pursuant to [Section 7] will immediately cease.

Noncompete. In consideration of the Company entering into this Agreement with the Executive, the Executive hereby agrees, for so long as the Executive is employed by the Company or one of its Affiliates and for a period of one year thereafter (or, in the event the Executive is entitled to the compensation provided for in Section 4 of this Agreement, for a period of two years thereafter) (the “Noncompete Period”), the Executive shall not, without the Company’s prior written consent, directly or indirectly, engage in, be employed by, act as a consultant for or have a financial interest (other than an ownership position of less than 1% in any company whose shares are publicly traded or any non-voting, non-convertible debt securities in any company) in any business engaged in Company Business (as defined below), or work for or provide services to any Competitor (as defined below) of the Company or its Affiliates, within the United States or within any foreign country in which the Company or its Affiliates # has an office, # is or has engaged in Company Business or # proposes to engage in Company Business, as of the date of the termination of the Executive’s association with the Company. For the purposes of these provisions, # the term “Company Business” shall mean any business related to weight loss or weight management programs, products, services and/or other similar activities; and # the term “Competitor” means any natural person, corporation, limited liability company, firm, organization, trust, partnership, association, joint venture, government agency or other entity (including, but not limited to, the websites and other electronic or digital media of such entities) that engages, or proposes to engage, in Company Business, including, but not limited to, # entities which are directly engaged in Company Business; and # entities which have a primary focus in broader topic areas, but who nevertheless engage in Company Business such as Unilever (Slimfast) (provided, however, only the part of such entities that are engaged in or oversee Company Business shall be deemed a “Competitor” for purposes of these provisions).