CONSULTING AND NON-DISCLOSURE AGREEMENT This consulting and non-disclosure agreement is made as of November 1, 2016, and shall be for a five year period terminating, unless extended, on August 31, 2021 (this ?Agreement?), by and between Community Health Group and Community Health Group Foundation, dba Community Health Group Partnership Plan (collectively, the ?Company?) and JAG Consulting, LLC both having a mail address as set forth on the signature page hereto. This Agreement, including any addenda and exhibits attached hereto, each of which is incorporated herein for all purposes, constitutes the entire Agreement between the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements, understandings, representations and offers between the parties, whether oral or written. This Agreement is to retain Garcia on a full time basis to act as the Company?s C00 and in that role to perform and be responsible for the Summary of Duties attached to this Agreement for the time period from November 1, 2016 through August 31, 2021. This Agreement replaces and supersedes all previous agreements and amendments. RECITALS A. Garcia has worked for many years at the Company and in the managed care and health care delivery industries, acquiring extensive experience, skills, contacts and credibility in such industries. B. The Company desires to retain Garcia in order to draw upon Garcia?s experience, skills, contacts and credibility and for Garcia to conduct Services for the Company (as defined herein below). C. In connection with Garcia?s consulting relationship with the Company, Garcia will have access to valuable trade secrets, proprietary data and other confidential information concerning the Company. D. Garcia acknowledges that it is reasonable and necessary to protect the good will and business of the Company and therefore that Garcia enter into the following restrictions on Garcia?s conduct during and after termination of such relationship with the Company. NOW TEHREFORE, in consideration of the foregoing, the agreements set forth below, and Garcia and the Company, intending to be legally bound hereby, agree as follows: AGREEMENT 1. Definitions. For purposes of this Agreement, the following definitions shall apply: a. The term ?Company.? shall include the company, any subsidiary and any subdivisions or affiliates of the Company. b. "Person? shall mean an individual, partnership, corporation, limited liability company, association, trust, joint venture, unincorporated organization and any government, governmental department or agency or political subdivision thereof. c. "Services? shall include, without limitations, consulting in the areas of managed health care and health care delivery; providing strategic input for business development, growth and retention of business, attending key meetings and establishing contact with appropriate healthcare and managed care entities in order to pursue business opportunities for the Company; assisting the Company in establishing a favorable image for the Company in the viewpoint of existing and potential members and providers, and the viewpoint of the general public; and establishing working relationships with key officials and business leaders in order 3. to impact the Company?s business and reputation in a positive manner. Refer to Appendix A for a comprehensive list of services. Consulting Services. During the five year Term of this Agreement, Garcia agrees to perform Services as requested by the Company. Company shall pay Garcia at a rate of $275 per hour subject to the maximum allowable per month plus reasonable expenses incurred during fulfillment of this Agreement. The maximum billable rate allowable by Garcia shall be tied to future increments allowable by Company. Company shall inform Garcia of any such incremental increases/decreases on January 1 of each subsequent year following the effective date of this Agreement, or as soon thereafter as practicable. The increase/decrease will be effective January 1 of the same year. Maximum allowable billing shall not include any agreed upon services in addition to consulting services specified in this section 2. Independent Contractor Status Garcia shall be an independent contractor and shall not be entitled to any employee benefits. Garcia shall be responsible for paying all taxes and assessments and shall defend and indemnify Company against any claims or liabilities arising from his actual or alleged failure to do so. 4. Nondisclosure a. Non-Disclosure. Garcia will not at any time, whether during or after the termination of Garcia?s consulting relationship with the Company, reveal to any person or entity any of the trade secrets or confidential information concerning the organization, business technology or finances of the Company or of any third party that the Company is under an obligation to keep confidential (including but not limited to trade secrets or confidential information respecting contracts, rates or pricing, products, designs, specifications, methods, know-how, techniques, systems, processes, software programs, manuals or policies, customer lists, projects, plans, product sources, business plans, marketing strategies, and proposals), except as may be required in the ordinary course of performing Garcia?s duties as a consultant of the Company, and Garcia shall keep secret all matters entrusted to him and shall not use or attempt to use any such information in any manner which could reasonably be expected to injure or cause loss or may be calculated to injure or cause loss whether directly or indirectly to the Company. b. No Breach of Other Agreements. Garcia represents that his or her performance of all of the terms of this Agreement and as a consultant of the Company does not and will not breach any agreement with any other persons including, without limitation, any agreement to keep in confidence proprietary information acquired by him or her in confidence or in trust prior to Garcia?s engagement by the Company as a consultant. Garcia has not entered into, and agrees that he or she will not enter into, any agreement either written or oral in conflict herewith. 5. Specific Enforcement. Garcia agrees that the breach of Section 4 of this Agreement by Garcia will cause irreparable damage to the Company and that in the event of such breach the Company shall have, in addition to any and all remedies of law, the right to an injunction, specific performance or other equitable relief to prevent the violation of Garcia?s obligation hereunder. 6. Term and Termination. 6.1 Term. The Term of this Agreement shall be for a period of five (5) years from the commencement date hereof through August 31, 2021. 6.2 Early Termination. Either party may, but shall not be obligated to, terminate its obligations under this Agreement prior to the expiration of the Term as follows: a. Death. Upon the death ofGarcia. b. Disability. Upon Garcia?s Disability. c. Default or Breach. Upon any default or breach underthis Agreement. 7. Amendments; Waiver. Any amendment to or modification of this Agreement, and any waiver of any provision hereof, shall be in writing and shall require the prior written approval of the Company. Any waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach hereof. 8. Enforcement. The Company and Garcia agree that the covenants set forth in Section 3 of this Agreement shall be enforced to the fullest extent permitted by law. Accordingly if, in anyjudicial or similar proceedings, a court or any similarjudicial body shall determine that any such covenant is unenforceable because it covers too expensive a geographical area or survives too long a period of time, or for any other reason, then the parties intend that such covenant shall be deemed to cover only such maximum geographical area and maximum period of time, and shall otherwise be deemed to be limited in such manner, as will permit enforceability by such court or similar body. The Company and Garcia further agree that covenants set forth in Section 3 of this Agreement are reasonable in all the circumstances for the protection of the legitimate interests of the Company and its members. In the event that any one or more of such covenants shall, either taken by itself or themselves together, be adjudged to go beyond what is reasonable in all circumstances for the protection of the interests of the Company and its members, but would be adjudged reasonable if any particular covenant or covenants or parts thereof were deleted, restricted or limited in a particular manner, then the covenants shall apply with such deletions, restrictions or limitations, as the case may be. 9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of State of California applicable to contracts made and to be performed therein. 10. Consent to Jurisdiction. Garcia hereby agrees to submit to the nonexclusive jurisdiction of the federal and state courts in and ofthe State of California and to the courts to which an appeal ofthe decision of such courts may be taken and consents that service of process with respect to all courts in and of the State of California may be made by registered mail to Garcia?s address set forth on the signature page hereto. 11. Successors and Assigns. The Company shall have the right to assign its rights and obligations under this Agreement in whole or in part, and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by the successors or assigns of the Company. 12. Captions: Gender and Number. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope of substance of any section of this Agreement. The gender and number used in this Agreement are used as reference terms only and shall apply with the same effect whether the parties are ofthe masculine, neuter or feminine gender, corporate or other form, and the singular shall likewise include the plural. 13. Indemnification. a. Garcia agrees to indemnify and defend CHG for any legal proceedings brought against CHG for which Garcia is responsible, including any and all actual attorney?s fees and costs incurred by CHG. b. The Company agrees to indemnify and defend Garcia for any legal proceedings brought against Garcia for which CHG is responsible, including any and all actual attorney?s fees and costs incurred by Garcia. c. The Company agrees to defend Garcia for allegations brought against Garcia by any CHG employee(s), including any and all actual attorney?s fees and costs incurred by Garcia. Summary of Duties The ChiefOperating Officer is responsible for planning, directing, organizing, controlling and evaluating implementation of strategic and tactical plans that will ensure functionally sound operations, structure and continued viability. Compliance with Regulations Works closely with all departments necessary to ensure that the processes, programs and services are accomplished in a timely and efficient manner in accordance with CHG policies and procedures and in compliance with applicable state and federal regulations including CMS and/or Medicare Part and Special Needs Plan (SNP) and Cal MediConnect Plan. Major duties 0 Participates in the development of the organization?s budget, strategic and operational plans, and risk management activities. 0 Establishes a staffing policy and plan for all functional areas, including the development of performance-based job descriptions, work schedules, employee evaluation and development. 0 Manages operational (non-clinical) functions of areas of responsibility. - Develops contracting strategies, provider reimbursement and risk pool arrangements, premiums rates, and product pricing. Manages claims function to ensure timely, accurate payment of claims and maximum reimbursement of eligible reinsurance claims. 0 Works closely with Chief Financial Officer on the reimbursement program to ensure maximum recovery and reasonable premium. Ensures compliance with all CMS (Center for Medicare Medicaid Services) and DHCS (Department of Health Care Services) sales and marketing regulations. Manages Marketing/Sales Reps to ensure maximum enrollment in current and prospective markets; ensures and evaluates ongoing market research for new and existing products and services; develops and oversees all product/service advertising, publications and mass communications of the organization ensuring that marketing, and advertising materials are in compliance with state and federal regulations, and as applicable, securing approval from DMHC (Department of Managed Health Care), CMS or DHCS prior to use of said materials. Performs data processing so as to analyze, monitor and report statistical information for timely management decisions and as required for federal, state and local agencies. Promotes a positive image of the organization and the departments in all aspects of communication and contact. Performs other duties as assigned. Information Management 1. Works with the department directors and managers to ensure timely procedures and practices, and to implement a philosophy of ?one and done? throughout the division. Works with the CMO to ensure early detection of, and possible prevention of, a decrease in provider performance. Ensures development, along with the Chief Information Officer, specific database and reports to facilitate departmental functions. Works with Chief Information Officer on approval, planning and development on major functional system requirements as needed by operations. PERFORMANCE STANDARDS Process 1. Establishes a framework for ongoing assessments of each functional area to identify opportunities for improvement, document the process and analyze possible solutions prior to implementation. Maintains current knowledge of Medicare and Medi-Cal regulations, eligibility and benefits requirements necessary to meet established guidelines. Creates structures and systems to evaluate, update and charge current processes that no longer contribute to the organization?s efficiency or efficacy. Establishes performance and productivity standards for each direct report within the division. Works closely with direct reports to ensure relevant data is collected, collated, analyzed and distributed as needed. Provides leadership and mentoring as necessary to ensure all managers and staff are educated and trained in their respective roles, including that each manager and staff have an understanding of the impact of their role on functions. Communication 1. 14. Ensures that all areas are kept current in terms of strategies, policies and practices used to process workflow. Ensures that communication within all operational departments is conducted in a timely and professional manner. Establishes a work environment conducive to open communication, allowing staff participation in identifying and resolving problems. Ensures all functional areas are compliant with regulations, and that appropriate security measures are in place to prevent inappropriate disclosure. Ensures communication linkages with all departments to ensure smooth upstream and processes. Attorney?s Fees and Costs. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney?s fees, costs and necessary disbursements in addition to any other relief to which the prevailing party may be entitled. The rest of this page left blank intentionally. In Witness Whereof, this Agreement has been executed as of the date and year first above written. Company: Community Health Group By: Date, 9 i? Name: Ann Warren Title: Associate Chief Executive Officer Address: 2420 Fenton Street, Suite 100 Chula Vista, CA 91914 Community Health Group Foundation Dba, Community Health Group Partnership Plan By: Date: 8?3? l7l?? Name: Ann Warren Title: Associate Chief Executive Officer Address: 2420 Fenton Street, Suite 100 Chula Vista, CA 91914 JAG Consul Mr Name: egg/A. Garcia Address: 14 Woodglen Terrace Bonita, CA 91902