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EMPLOYEE NONCOMPETITION,
NONDISCLOSURE AND
DEVELOPMENTS AGREEMENT
In
consideration and as a condition of my employment by AMERIGROUP
Corporation and/or any of its subsidiaries or affiliates (each, an
“AMERIGROUP Company” and collectively, the
“AMERIGROUP Companies”) and the issuance of certain
options to purchase shares of Common Stock, $.01 par value per
share, of AMERIGROUP Corporation, I hereby agree as follows:
1. Throughout the period of my employment with any of the
AMERIGROUP Companies, I will act in the best interests of the
AMERIGROUP Companies and devote my full time and best efforts to
their business.
2. (a) At all times while employed by any AMERIGROUP
Company and at all times during the Covered Post-Employment Period
(defined below), I will not (i) compete with any AMERIGROUP
Company by serving a Competitor (defined below) in any managerial
capacity, or in any capacity that influences business strategy,
with respect to a Covered Product or Service (defined below) that
the Competitor is offering in a Covered Area (defined below) or
developing to offer in a Covered Area or (ii) solicit for
employment, interfere with the employment relationship of or
endeavor to entice away any employee of any AMERIGROUP Company.
(b) As
used herein,
(i) My “Covered Post-Employment Period” means the
twelve (12) month period beginning on the first day on which I
am no longer employed by any AMERIGROUP Company and ending on the
first anniversary of such date.
(ii) “Competitor” means any entity or person that
provides or is planning to provide a Covered Product or Service in
competition with a Covered Product or Service that an AMERIGROUP
Company is actively developing, marketing, providing or
selling.
(iii) “Confidential Information” means an
AMERIGROUP Company’s material non-public information
concerning its business and affairs, including, without limitation,
trade secrets, strategies, business plans, marketing and
advertising plans, member and provider information, employee and
personnel information, contracts, training manuals, financial
projections, budgets and non-public financial data (including,
without limitation, statements with premium revenue and/or provider
compensation terms, reports of actuaries, medical loss reports,
balance sheets and income statements).
(iv) A “Covered Product or Service” shall mean a
managed health care product or service offered or provided to any
beneficiary of and/or participant in any Medicaid,
Medicaid-related, or SSI program, any government-funded
children’s health insurance program or any federal and/or
state sponsored health care program that is substantially similar
to any of such programs.
(v) The “Covered Area” shall consist of each city,
county and other similar governmental territory in which an
AMERIGROUP Company provides or has made material efforts to develop
and provide a Covered Product or Service to its members, if in the
course of my employment with an AMERIGROUP Company I (A) have
provided services to an AMERIGROUP Company with respect to the
Covered Products or Services in such city, county or governmental
territory, or (B) reviewed or discussed Confidential
Information of an AMERIGROUP Company with respect to the Covered
Product or Service in such city, county or governmental
territory.
3. I
will not at any time, whether during or after the termination of my
employment, reveal to any person or entity any of the trade secrets
or confidential information concerning the organization, business
or finances of any AMERIGROUP Company or of any third party which
any AMERIGROUP Company is under an obligation to keep confidential
(including but not limited to trade secrets or confidential
information respecting inventions, products, designs, methods,
techniques, systems, processes, software programs, works of
authorship, customer lists, projects, plans and proposals), except
as may be required in the ordinary course of performing my duties
as an employee of an AMERIGROUP Company, and I shall keep secret
all matters entrusted to me and shall not use or attempt to use any
such information in any manner which may injure or cause loss or
may be calculated to injure or cause loss whether directly or
indirectly to any AMERIGROUP Company.
Further, I
agree that during my employment I shall not make, use or permit to
be used any notes, memoranda, reports, lists, records, drawings,
sketches, specifications, software programs, data, documentation or
other materials of any nature relating to any matter within the
scope of the business of any AMERIGROUP Company or concerning any
of its dealings or affairs otherwise than for the benefit of the
AMERIGROUP Companies. I further agree that I shall not, after the
termination of my employment, use or permit to be used any such
notes, memoranda, reports, lists, records, drawings, sketches,
specifications, software programs, data, documentation or other
materials, it being agreed that all of the foregoing shall be and
remain the sole and exclusive property of each applicable
AMERIGROUP Company and that immediately upon the termination of my
employment I shall deliver all of the foregoing, and all copies
thereof, to the AMERIGROUP Company by which I was last employed, at
its main office.
4. If
at any time or times during my employment, I shall (either alone or
with others) make, conceive, create, discover, invent or reduce to
practice any invention, modification, discovery, design,
development, improvement, process, software program, work of
authorship, documentation, formula, data, technique, know-how,
trade secret or intellectual property right whatsoever or any
interest therein (whether or not patentable or registrable under
copyright, trademark or similar statues (including but not limited
to the Semiconductor Chip Protection Act) or subject to analogous
protection) (herein called “Developments”) that
(a) relates to the business of any AMERIGROUP Company or any
customer of or supplier to any AMERIGROUP Company or any of the
products or services being developed, manufactured or sold by any
AMERIGROUP Company or which may be used in relation therewith,
(b) results from tasks assigned me by any AMERIGROUP Company
or (c) results from the use of premises or personal property
(whether tangible or intangible) owned, leased or contracted for by
any AMERIGROUP Company, such Developments and the benefits thereof
are and shall immediately become the sole and absolute property of
each applicable AMERIGROUP Company and its assigns, as works made
for hire
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