Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

(b), (e) On September 24, 2020, James P. Restivo, notified Benefitfocus, Inc. (the "Company") that he is resigning as Chief Technology Officer of the Company, effective September 25, 2020. Mr. Restivo's resignation was not related to any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Mr. Restivo has agreed to remain at the Company in an advisory role for a transition period ending on December 31, 2020 (the "Termination Date").

Mr. Restivo is party to an employment agreement with the Company dated on or about December 1, 2015 (the "Employment Agreement"). In connection with his resignation, the Company and Mr. Restivo entered into a separation and release agreement dated September 29, 2020 (the "Separation Agreement"). Pursuant to the Separation Agreement, Mr. Restivo will continue to receive his compensation and benefits as provided in the Employment Agreement through the Termination Date. Subject to Mr. Restivo's execution of a general release of claims by the Termination Date, Mr. Restivo will receive severance including: (i) continued payment of his base salary for 6 months following the Termination Date; (ii) payment of a portion of his 2020 annual bonus; (iii) continuation coverage under COBRA for 6 months following the Termination Date; and (iv) immediate vesting of time-based vesting equity awards that would have vested within 12 months of the Termination Date.

The foregoing summary of the material terms of the Separation Agreement are subject to the full and complete terms of the agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference. A copy of the press release regarding the above matters is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits




Exhibit
  No.        Description

10.1           Separation and Release Agreement dated September 29, 2020, by and
             between Benefitfocus.com and James P. Restivo.

99.1           Press release dated September 24, 2020.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

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