ASSIST THE CORPORATION OR ANY OTHER WELLCARE
COMPANY, AS THE CASE MAY BE, IN
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OBTAINING AND PROTECTING THE RIGHTS THEREIN (INCLUDING PATENTS THEREON), IN ANY
AND ALL COUNTRIES; PROVIDED, HOWEVER, THAT SAID CONTRIBUTIONS AND INVENTIONS
WILL BE THE PROPERTY OF THE APPLICABLE WELLCARE COMPANY, WHETHER OR NOT PATENTED
OR REGISTERED FOR COPYRIGHT, TRADEMARK OR TRADE NAME PROTECTION, AS THE CASE MAY
BE.
NOTWITHSTANDING THE FOREGOING, NO WELLCARE COMPANY SHALL HAVE ANY RIGHT,
TITLE OR INTEREST IN ANY WORK PRODUCT OR COPYRIGHTABLE WORK DEVELOPED OUTSIDE OF
WORK HOURS AND WITHOUT THE USE OF ANY WELLCARE COMPANY'S RESOURCES THAT DOES NOT
RELATE TO THE BUSINESS OF ANY WELLCARE COMPANY AND DOES NOT RESULT FROM ANY WORK
PERFORMED BY EXECUTIVE FOR ANY WELLCARE COMPANY.
5.3
UNFAIR COMPETITION.
5.3.1
SCOPE OF COVENANT.
EXECUTIVE AGREES THAT DURING
THE TERM, AND FOR THE ONE-YEAR PERIOD BEGINNING ON THE TERMINATION DATE,
EXECUTIVE SHALL NOT, DIRECTLY OR INDIRECTLY, FOR HIMSELF OR ON BEHALF OF OR IN
CONJUNCTION WITH ANY OTHER PERSON, WITHOUT THE PRIOR WRITTEN CONSENT OF THE
BOARD:
(A)
ENGAGE AS AN OFFICER, DIRECTOR,
SHAREHOLDER, OWNER, PARTNER, JOINT VENTURER OR IN ANY MANAGERIAL CAPACITY,
WHETHER AS AN EMPLOYEE, INDEPENDENT CONTRACTOR, CONSULTANT OR ADVISOR (PAID OR
UNPAID), OR AS A SALES REPRESENTATIVE, OR OTHERWISE PARTICIPATE, IN EACH CASE,
IN ANY BUSINESS THAT SELLS, MARKETS, OR PROVIDES ANY BENEFITS OR SERVICES WITHIN
ANY STATE IN WHICH A WELLCARE COMPANY IS DOING BUSINESS AT THE TIME EXECUTIVE
CEASES TO BE EMPLOYED BY THE CORPORATION THAT ARE IN DIRECT COMPETITION WITH THE
BENEFITS OR SERVICES PROVIDED BY SUCH WELLCARE COMPANY IN SUCH STATE;
(B)
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 THE WELLCARE GROUP FOR A PERIOD IN EXCESS OF
SIX MONTHS; PROVIDED, HOWEVER, THAT THE PROVISIONS OF THIS CLAUSE (B) SHALL NOT
APPLY TO ANY MEMBER OF EXECUTIVE'S IMMEDIATE FAMILY;
(C)
CALL UPON ANY PERSON WHO IS AT THE TIME
EXECUTIVE CEASES TO BE EMPLOYED BY THE CORPORATION, OR WHO WAS AT ANY TIME
DURING THE ONE YEAR PERIOD PRIOR TO THE DATE EXECUTIVE CEASES TO BE EMPLOYED BY
THE CORPORATION, A PROVIDER, CUSTOMER OR AGENT OF ANY WELLCARE COMPANY FOR THE
PURPOSE OF SOLICITING OR SELLING BENEFITS OR SERVICES THAT WOULD VIOLATE CLAUSE
(A) ABOVE; OR
(D)
REQUEST OR ADVISE ANY PROVIDER, 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 5.3.1 shall be construed to
preclude Executive from making any investment in the securities of any business
enterprise whether or not engaged
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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%)