6. NON-SOLICITATION & NON-COMPETITION
6.1 Non-Compete. Executive agrees that during the Term and for three (3) years following the Termination Date (the Restricted Period), Executive shall not, anywhere in the areas where the Company conducts business (or has expanded resources or time to plan the conduct of business) during the Term, including, but not limited to the United States (the Restricted Territory), directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be an officer or an employee of any business or organization that, directly or indirectly (i) provides medical or health care services of any type to Medicare beneficiaries, or (ii) offers or manages any plan contracting with the Medicare Advantage program or with any dual Medicare/Medicaid program or provides administrative or other services to such plan (each, a Restricted Business). The foregoing shall not restrict Executive from owning up to 1% of any class of securities of any person engaged in a Restricted Business if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended, as long as such securities are held solely as a passive investment and not with a view to influencing, controlling or directing the affairs of such person. Executive acknowledges and agrees that the Restricted Period may be for a period less than three (3) years following the Termination Date if (and only if) the Company delivers a Severance Notice pursuant to Section 5.6 but in no event shall such period be for a period less than one year following the Termination Date.
6.2 Non-Solicitation. Executive agrees that during the Restricted Period, Executive will not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, (i) solicit, induce, attempt to solicit or induce, or hire or attempt to hire any person that is an employee of the Company or was within twelve (12) months prior to the Termination Date; provided, however, this Section 6.2 shall not be breached by a solicitation to the general public or through general advertising and Executive may solicit for employment any person who at the Termination Date had not been an employee of the Company at any time within six (6) months preceding such date or whose employment with the Company had terminated more than six (6) months prior to Executives solicitation of such person or (ii) solicit, advise or encourage any person, firm, government agency or corporation (a Customer) (including without limitation any potential customer of the Company that is engaged in discussion with the Company to do business with the Company), to withdraw, curtail or cancel its business (or potential business) with the Company.
6.3 Non-Disparagement. During the Term and thereafter, Executive agrees that he will not, at any time, make, directly or indirectly, any oral or written statements that are disparaging of the Company, its business, its products or services, or any of its present or former officers, directors, members, stockholders, managers or employees.
6.4 Reasonable Limitation and Severability. The parties agree that the above restrictions on competition are (i) appropriate and reasonable given Executives role with and knowledge of the Company, and are necessary to protect the interests of the Company and (ii) completely severable and independent agreements supported by good and valuable consideration