0001193125-13-333866 Sample Contracts

AMENDED AND RESTATED] INDEMNIFICATION AGREEMENT
] Indemnification Agreement • August 14th, 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 • August 14th, 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 • August 14th, 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 • August 14th, 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 • August 14th, 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 • August 14th, 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 • August 14th, 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.

Portions of this exhibit marked [*] are requested to be treated confidentially. MASTER GUIDANCE LINE OF CREDIT AGREEMENT Dated as of November 21, 2012 (the “Effective Date”)
Security Agreement • August 14th, 2013 • Benefitfocus,Inc. • Services-prepackaged software • South Carolina

BENEFITFOCUS.COM, INC, a South Carolina corporation; with its principal offices located at 100 Benefitfocus Way, Daniel Island, South Carolina 29492 (the “Borrower”), and NBSC, a division of Synovus Bank, with offices located at 158 Meeting Street Charleston, South Carolina 29401 (the “Lender”), hereby agree as follows:

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • August 14th, 2013 • Benefitfocus,Inc. • Services-prepackaged software • New York

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (“Agreement”) is made as of the 25th day of August 2010, by and among Benefitfocus.com, Inc., a South Carolina corporation (the “Company”) and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.

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