0000950123-13-003518 Sample Contracts

AMENDED AND RESTATED] INDEMNIFICATION AGREEMENT
] Indemnification Agreement • May 10th, 2013 • Benefitfocus,Inc. • Services-prepackaged software • Delaware

THIS [AMENDED AND RESTATED] INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2013 by and among Benefitfocus, Inc., a Delaware corporation (the “Company”), and [director] (“Indemnitee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • May 10th, 2013 • Benefitfocus,Inc. • Services-prepackaged software • South Carolina

This EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between BENEFITFOCUS.COM, INC, a South Carolina corporation (the “Company”), and Shawn A. Jenkins, an individual resident of Charleston, South Carolina (the “Executive”), as of the 19th day of January, 2007 (the “Effective Date”).

LEASE AGREEMENT LESSOR: Daniel Island Executive Center LLC LESSEE: Benefitfocus.com, Inc.
Lease Agreement • May 10th, 2013 • Benefitfocus,Inc. • Services-prepackaged software • South Carolina

THIS LEASE AGREEMENT (the “Lease Agreement”) first made and entered into as of the 1st day of January, 2009, by and between Daniel Island Executive Center, LLC, hereinafter called “Lessor”, and Benefitfocus.com, Inc., hereinafter called “Lessee”;

BENEFITFOCUS.COM, INC. EMPLOYMENT AGREEMENT
Employment Agreement • May 10th, 2013 • Benefitfocus,Inc. • Services-prepackaged software • South Carolina

THIS AGREEMENT (the “Agreement”), is made and entered into this day of 201 , by and between: Benefitfocus.com, Inc., having its principal place of business at: 100 Benefitfocus Way, Charleston, SC 29492, (hereinafter referred to as the “Company”) and whose present address is: (hereinafter referred to as the “Employee”).

BENEFITFOCUS.COM, INC. EMPLOYMENT AGREEMENT
Employment Agreement • May 10th, 2013 • Benefitfocus,Inc. • Services-prepackaged software • South Carolina

THIS AGREEMENT (the “Agreement”), is made and entered into this 16th day of November, 2011, by and between: Benefitfocus.com, Inc., having its principal place of business at: 100 Benefitfocus Way, Charleston, SC 29492, (hereinafter referred to as the “Employer”) and Milton A. Alpren whose present address is: 2 Honeysuckle Circle, Hopkinton, MA 01748, hereinafter referred to as the “Employee”.

AMENDED AND RESTATED RIGHT OF FIRST OFFER AND CO-SALE AGREEMENT
Sale Agreement • May 10th, 2013 • Benefitfocus,Inc. • Services-prepackaged software • New York

THIS AMENDED AND RESTATED RIGHT OF FIRST OFFER AND CO-SALE AGREEMENT (the “Agreement”) is made as of the 25th day of August 2010 by and among Benefitfocus.com, Inc., a South Carolina corporation (the “Company”), the Investors listed on Schedule A and the Key Holders listed on Schedule B.

Portions of this exhibit marked [*] are requested to be treated confidentially. MASTER BUSINESS AGREEMENT BETWEEN AETNA LIFE INSURANCE COMPANY AND BENEFITFOCUS.COM, INC.
Master Business Agreement • May 10th, 2013 • Benefitfocus,Inc. • Services-prepackaged software • Connecticut

acknowledge that I have read and understand Aetna’s I/T Security Statement of Policy. I understand that I should discuss any parts that are unclear to me with my Aetna project coordinator. I understand that I am responsible for adhering to I/T security policies, standards and procedures issued for the use and safeguarding of Aetna’s information and information technology resources.

AMENDED AND RESTATED VOTING AGREEMENT
Voting Agreement • May 10th, 2013 • Benefitfocus,Inc. • Services-prepackaged software • New York

THIS AMENDED AND RESTATED VOTING AGREEMENT (the “Agreement”) is made and entered into as of this 25th day of August 2010, by and among Benefitfocus.com, Inc., a South Carolina corporation (the “Company”), each holder of the Company’s Series A Convertible Preferred Stock, without par value per share (“Series A Preferred Stock”) listed on Schedule A (the “Series A Investors”), and each holder of the Company’s Series B Convertible Preferred Stock, without par value per share (“Series B Preferred Stock,” together with the Series A Preferred Stock, the “Preferred Stock”) listed on Schedule A (the “Series B Investors,” and together with the Series A Investors and any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Sections 7.1(a) and 7.2 below, the “Investors”) and those certain stockholders of the Company and holders of options to acquire shares of the capital stock of the Company listed on Schedule B (together with any subsequent stockholders or o

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