adamsemployagmtamend1.htm


    
      Back to Form
10-Q

      Exhibit
10.6


      EMPLOYMENT
AGREEMENT

      AMENDMENT
NO. 1

      


      This
Amendment No. 1 (“Amendment No.
1”) to the Employment Agreement (as defined below) is made as of
September 30, 2009, by and among WELLCARE HEALTH PLANS, INC., a Delaware
corporation (“WellCare”),
COMPREHENSIVE HEALTH MANAGEMENT, INC., a Florida corporation (the “Corporation”),
and REX M. ADAMS, an individual (“Executive”).

       

      RECITALS

      


      WHEREAS, WellCare, the
Corporation and Executive previously entered into an Employment Agreement as of
September 2, 2008, (the “Employment
Agreement”); and

      


      WHEREAS, WellCare, the
Corporation and Executive desire to amend the Employment Agreement with respect
to certain relocation benefits to Executive.

      


      Agreement:

      


      NOW, THEREFORE, in
consideration of the agreements contained herein and of such other good and
valuable consideration, the sufficiency of which Executive acknowledges,
WellCare, the Corporation and Executive, intending to be legally bound, agree as
follows:

      


      1.           Section
1.4 of the Employment Agreement is hereby amended to read in its entirety as
follows:

      


       

      “1.4       Primary Work
Location.  Executive shall perform the services hereunder at
the Corporation’s offices located in the metropolitan area of Tampa,
Florida.  Executive acknowledges and agrees that the nature of the
Corporation’s business will require travel from time to time.  During the
Term, but until the earlier of the second anniversary of the Effective Date and
the date Executive relocates to the Tampa, Florida metropolitan area, the
Corporation also shall pay Executive $5,000 per month, in the aggregate, as a
temporary housing allowance for housing in the Tampa area and for expenses
incurred in traveling between Madison, Connecticut and Tampa, Florida.  In
the event Executive relocates to the Tampa area prior to the second anniversary
of the Effective Date, Executive shall receive a lump sum bonus, less applicable
withholding taxes, equal to $5,000 multiplied by the number of complete calendar
months remaining prior to the second anniversary of the Effective Date (the
“Relocation
Bonus”); provided, however, the Relocation Bonus must be repaid to the
Corporation on a pro-rated basis if Executive resigns or is terminated for Cause
prior to the second anniversary of the Effective Date.  The obligation
to repay the Relocation Bonus will be reduced pro rata based upon the number of
complete calendar months remaining between the date of Executive’s termination
of employment and the second anniversary of the Effective Date, and Executive
specifically agrees that such repayment may be deducted from any amounts owed to
Executive.”

       


      
        
           


        

        
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      2.           A
new Section 1.5 is hereby added to the Employment Agreement and shall read in
its entirety as follows:

       

      “1.5       Relocation
Expenses.  To facilitate Executive’s relocation, upon the
request of Executive made on or before August 16, 2011 (and during the Term),
the Corporation shall pay all reasonable expenses associated with a full service
move by a national moving carrier selected by the Corporation for the purpose of
transporting household goods (but excluding any exceptional and unique items)
from Madison, Connecticut to the Tampa, Florida area (the “Relocation
Expenses”).  In addition to expenses incurred in transporting
household goods, Relocation Expenses shall include expenses incurred in
connection with the sale of Executive’s home in Madison, Connecticut, including
such items as documentary stamps, legal fees, licensed broker’s selling
commission not to exceed 6% (anything higher must be approved by the
Corporation’s Senior Vice President of Human Resources), survey charges, termite
inspection fees, title fees and transfer taxes (including state and city
transfer taxes), but shall not include closing costs normally charged to the
buyer or discount points used to obtain financing to the buyer.  All
Relocation Expenses shall be paid to Executive upon receipt by the Corporation
of valid receipts or other proof of costs incurred.  The Relocation
Expenses shall be paid on a fully grossed-up basis to cover all applicable
federal, state and local income taxes.  The tax gross-up
payments and the Relocation Expenses, other than the expense of transporting
household goods, will be reported as taxable income to Executive.  All
Relocation Expenses must be repaid to the Corporation on a pro-rated basis if
Executive resigns or is terminated for Cause less than one (1) year after the
date of Executive’s relocation (the “Reimbursement
Period”).  The obligation to repay Relocation Expenses will be
reduced pro rata based upon the number of months of the Reimbursement Period
remaining as of the date of Executive’s termination of employment, and Executive
specifically agrees that such repayment may be deducted from any amounts owed to
Executive.

       

      3.           The
provisions of this Amendment No. 1 may be amended and waived only with the prior
written consent of the parties hereto.  This Amendment No. 1 may be
executed and delivered in one or more counterparts, each of which shall be
deemed an original and together shall constitute one and the same
instrument.

      


      4.           Except
as set forth in this Amendment No. 1, the Employment Agreement shall remain
unchanged and shall continue in full force and effect.

      


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      IN WITNESS WHEREOF, the
parties hereto have executed and delivered this Amendment No. 1 on the date
first written above.

      


      WELLCARE

      


      WELLCARE
HEALTH PLANS, INC.

      


      


      By:     /s/
Heath
Schiesser                   
         
                                                      

      Name:

      Title:

      


      


      CORPORATION

      


      COMPREHENSIVE
HEALTH 

      MANAGEMENT,
INC.

      


      


      By:    /s/
Heath
Schiesser                    
                                                      

      Name:

      Title:

      


      


      EXECUTIVE

      


      


          /s/
Rex M.
Adams                             
                                                      

      REX M.
ADAMS

       

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